IBI Group Inc. Announces Rescheduling of Special Meeting of Debentureholders
TORONTO, June 25, 2014 /CNW/ - IBI Group Inc. ("IBI" or the "Company") (TSX: IBG) announces today that the special meeting of holders of its 7.0% convertible unsecured subordinated debentures (the "Debentures") originally planned for June 27, 2014 has been rescheduled to July 7, 2014.
The rescheduled meeting will be held at the offices of Dentons Canada LLP, 77 King Street West, 5th Floor, TD North Tower, Toronto-Dominion Centre, Toronto, Ontario, M5K 0A1, at 10:00 a.m. (Eastern Time) on July 7, 2014. The deadline for submitting proxies has been extended to 5:00 p.m. (Eastern time) on July 3, 2014.
The meeting has been rescheduled to allow Debentureholders additional time to deposit proxies, vote on the proposed amendments to the Debentures and elect to receive their preferred consent fee. Debentureholders who may have voted AGAINST the proposed amendments will have additional time to change their vote and submit a later dated form of proxy or voting instruction form voting FOR/Consenting to the proposed amendments by 5:00p.m. (Eastern Time) on July 3, 2014.
Other than rescheduling the meeting and the deadline for submitting proxies, the Company has made no changes to the material contained in the Management Information Circular dated May 28, 2014.
The proposed amendments reflect the Company's best efforts to accommodate those Debentureholders who prefer a larger consent fee and those who want greater exposure to and participation in the turnaround underway at IBI. Subject to the passage of the amendments by Debentureholders, the two attractive options available to Debentureholders who deliver and do not withdraw valid proxies voting FOR the debenture amendments on or prior to the extended deadline of 5:00 p.m. (Eastern Time) on July 3, 2014 are:
"Option A" Debentureholders receive a consent fee, consisting of an unsecured,
non-convertible promissory note equal to $195.65 per $1,000 principal
amount of Debentures, payable December 31, 2016 and bearing interest at
the rate of 7.0% per annum and payable on maturity; or
- "Option B" Debentureholders receive a consent fee, consisting of an unsecured, non-convertible promissory note equal to $86.96 per $1,000 principal amount of Debentures, payable December 31, 2016 and bearing interest at the rate of 7.0% per annum and payable on maturity and the reduction of the conversion price for the Debentures to $5.00 per common share from $19.17 per common share.
Should the debenture amendments fail to pass, the Company could be forced to convert the debentures into common shares which will likely result in significant adverse consequences for IBI's business. IBI's ability to retain key personnel, many of whom are currently significant shareholders of IBI, may be severely diminished.
IBI encourages all debentureholders who have questions regarding the amendments to contact Scott Stewart, CEO or Stephen Taylor, CFO at 416-596-1930.
How to Vote and Who to Contact for Assistance
Debentureholders who own Debentures as of the close of business on May 28, 2014, which is the record date for the meeting, are entitled to vote with respect to the Debenture amendments.
Any IBI Debentureholders that has already voted FOR/Consented to the Debenture amendments need not take any action, as their votes will be counted. Any IBI Debentureholders that have already voted AGAINST the proposed amendments are encouraged to change their vote and vote FOR the amendments prior to 5:00 p.m. (Eastern Time) on July 3, 2014.
Debentureholders who wish to receive their consent incentive must mark the votes FOR/Consent to box on the form of proxy/consent that accompanied the amended management information circular dated May 28, 2014 and elect for Option A or B and deposit it in accordance with the instructions on the form of proxy/consent, prior to 5:00 p.m. (Eastern Time) on July 3, 2014.
Debentureholders who require assistance in completing their form of proxy/consent should immediately contact CST Phoenix Advisors, toll-free at 1-800-332-6179 or call collect at 201-806-2222 or by email at firstname.lastname@example.org.
About IBI Group Inc.:
The Company is a TSX listed corporation and its common shares trade under the symbol "IBG".
IBI Group is a globally integrated architecture, planning, engineering, and technology firm with over 2,600 professionals around the world. For more than 40 years, our dedicated professionals have helped clients create livable, sustainable, and advanced urban environments. We are one of the largest architecture firms in the world, and more than 300 of our staff architects, planners, designers and engineers are LEED accredited.
From high-rises to industrial buildings, schools to state-of-the-art hospitals, transit stations to highways, airports to toll systems, bike lanes to parks, we design every aspect of a truly integrated city for people to live, work, and play.
We organize our expertise into three areas:
- Intelligence: systems designer, software development.
- Buildings: building architecture, building engineering (mechanical, structural, electrical).
- Infrastructure: planning, urban design, landscape architecture, transportation, and engineering.
Our collaborative and combined approach focuses not only on creating the best solutions today, but also creating the right solutions for tomorrow.
We believe cities must be designed with intelligent systems, sustainable buildings, efficient infrastructure, and a human touch. At IBI, we're defining the cities of tomorrow.
SOURCE IBI Group Inc.For further information:
IBI Group Inc.
230 Richmond Street West, 5th Floor
Toronto, ON M5V 1V6
Tel: 416-596-1930, Fax: 416-596-8024
For assistance in voting or to receive replacement proxy materials:
CST Phoenix Advisors
North American Toll Free: 1-800-332-6179
Banks, Brokers, and Collect Calls: 201-806-2222
Toll Free Facsimile: 1-888-509-5907
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