/THIS NEWS RELEASE IS NOT FOR DISTRIBUTION TO UNITED STATES NEWSWIRE
SERVICES OR FOR DISSEMINATION IN THE UNITED STATES./
TERREBONNE, QC,Nov. 7 /CNW Telbec/ - ADF GROUP INC. ("ADF" or the
"Corporation") (TSX: DRX) today announced that it has filed a preliminary
short form prospectus with the securities regulatory authorities in all
provinces of Canada in connection with a previously-announced "bought deal" of
an aggregate of 2,000,000 subordinate voting shares at a price of $6.50 per
share, of which 1,500,000 shares will be issued and sold by ADF from treasury
and 500,000 shares will be sold by Groupe JPMP Inc., a holding company
controlled directly or indirectly by Jean Paschini, Pierre Paschini and Marise
Paschini, each of whom is an executive officer and director of ADF Group.
The offering will be made through a syndicate of underwriters led by
GMP Securities L.P., and including Blackmont Capital Inc., Northern
Securities Inc. and Laurentian Bank Securities Inc.
The Company has also granted the underwriters an option to purchase up to
150,000 additional subordinate voting shares from treasury at the same price
at any time until 30 days following the date of closing of the offering, which
is expected to occur on or about November 23, 2007, to cover over-allotments,
if any, and for market stabilization purposes.
The net proceeds from the treasury offering to be received by the Company
before the expenses of the offering will be $9,262,500 ($10,188,750 if the
over-allotment option is exercised in full). The Company intends to use up to
$8,500,000 of the net proceeds to acquire fixed assets and the remaining
portion for general corporate purposes. The Company will not receive any
proceeds from the secondary offering.
There are currently 19,935,283 subordinate voting shares and 14,343,107
multiple voting shares of ADF issued and outstanding. Following the offering,
there will be 21,435,283 subordinate voting shares (21,585,283 subordinate
voting shares if the over-allotment option is exercised in full) and
14,343,107 multiple voting shares issued and outstanding, of which Jean
Paschini, Pierre Paschini and Marise Paschini will beneficially own, or
exercise control or direction over, an aggregate of 14,343,107 multiple voting
shares and 500,000 subordinate voting shares, representing approximately 87.3%
of the votes attached to all the shares of ADF (87.2% if the over-allotment
option is exercised in full).
ADF Group Inc. is a North American leader in the design, engineering,
fabrication and selective installation of complex steel superstructures, as
well as in architectural metal work. ADF is one of the few players in the
industry capable of handling highly technically complex mega projects on
fast-track schedules in the commercial, institutional, industrial and public
This press release contains forward-looking statements reflecting ADF
objectives and expectations. These statements are identified by the use of
verbs such as "expect" as well as by the use of future or conditional tenses.
By their very nature, these types of statements involve risks and uncertainty.
Consequently, reality may differ from ADF's expectations.
This news release does not constitute an offer to sell or a solicitation
of an offer to buy any of the securities in the United States. The securities
have not been ad will not be registered under the United States Securities Act
of 1933, as amended (the "U.S. Securities Act"), or any state securities laws
and may not be offered or sold within the United States or to United States
Persons unless registered under the U.S. Securities Act and applicable state
securities laws or an exemption from such registration is available.
For further information:
For further information: ADF Group Inc.: Jean Paschini, Chairman of the
Board and Chief Executive Officer; Louis Potvin, Chief Financial Officer;
(450) 965-1911, 1-800-263-7560, www.adfgroup.com