IBI Group Inc. announces proposal to amend terms of 7.0% convertible debentures

TORONTO, May 7, 2014 /CNW/ - IBI Group Inc. ("IBI" or the "Company") (TSX: IBG) announces that it has mailed to debentureholders and filed with the Canadian securities regulatory authorities a management information circular in connection with a special meeting of holders of its 7.0% convertible unsecured subordinated debentures (the "Debentures") to be held at 10:00 AM (Eastern Time) on Wednesday, May 28, 2014 at the offices of Dentons Canada LLP, 77 King Street West, 5th Floor, TD North Tower, Toronto-Dominion Centre, Toronto, Ontario, M5K 0A1.

At the special meeting, holders of the Debentures ("Debentureholders") are being asked to vote FOR/consent to a proposed amendment to the Debentures, which, if approved, will extend the maturity date from December 31, 2014 to June 30, 2019 (the "Debenture Amendments"). Other than the foregoing Debenture Amendments, the terms of the Debentures will remain unchanged.

The Board of Directors of the Corporation believe that the Debenture Amendments provide a number of benefits to the Corporation, which create value for the Debentureholders and all securityholders. The extension of the maturity date from December 31, 2014 to June 30, 2019 will afford Debentureholders a longer period of time during which to receive interest at a favourable rate.  The Corporation believes the 7.0% interest rate on the Debentures represents an attractive yield, especially in the current low-interest rate environment and in light of other reinvestment opportunities available. For more information see "Benefits of the Debenture Amendments and Recommendation of the Board" in the management information circular.

The Corporation will pay a consent fee, consisting of an unsecured, non-convertible promissory note equal to $70.00 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 (the "Consent Fee Note") to Debentureholders that delivered and did not withdraw valid proxies voting FOR the Debenture Amendments on or prior to 5:00 p.m. (Eastern Time) on May 26, 2014.  Payment of the Consent Fee Note will be conditional upon, among other things, the Debenture Amendments being validly approved by Debentureholders and satisfaction of the other conditions precedent described in the management information circular. Assuming all Debentureholders vote for the Debenture Amendments, the Corporation will issue Consent Fee Notes with an aggregate principal amount of $3,220,000.


Debentureholders who own Debentures as of the close of business on April 24, 2014, which is the record date for the meeting, are entitled to vote with respect to the Debenture Amendments. All consent/proxy forms are to be submitted before May 26, 2014 at 5:00 p.m. (Eastern Time).

Cautionary Statement Regarding Forward-Looking Statements

This news release may contain certain "forward-looking statements" that address future events, conditions or results of operations. These forward-looking statements can be identified by the use of forward-looking words such as "may", "should", "will", "could", "expect", "intend", "plan", "estimate", "anticipate", "believe", "future" or "continue" or the negative forms thereof or similar variations. These forward-looking statements are based on certain assumptions and analyses made by management in light of their experience and perception of historical trends, current conditions and expected future developments, as well as other factors they believe are appropriate in the circumstances. Undue reliance should not be placed on such forward-looking statements, which are not a guarantee of performance and are subject to a number of risks and uncertainties, including, but not limited to, that the Debenture Amendments will not be successfully completed for any reason and the risk that, if completed, the Corporation or Debentureholders may not realize the anticipated benefits of the Debenture Amendments. Many of such risks and uncertainties are outside the control of the Corporation and could cause actual results to differ materially from those expressed or implied by such forward-looking statements. In making such forward-looking statements, management has relied upon a number of material factors and assumptions, including with respect to general economic and financial conditions, interest rates, exchange rates, equity and debt markets, business competition, changes in government regulations or in tax laws, acts and omissions of third parties and the ability of the Corporation to obtain approval for the Debenture Amendments. Such forward-looking statements should, therefore, be construed in light of such factors and assumptions. All forward-looking statements are expressly qualified in their entirety by the cautionary statements set forth above. The Corporation is under no obligation, and expressly disclaims any intention or obligation, to update or revise any forward-looking statements, whether as a result of new information, future events or otherwise, except as expressly required by applicable law.

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:

  1. Intelligence: systems designer, software development.
  2. Buildings: building architecture, building engineering (mechanical, structural, electrical).
  3. 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:

Stephen Taylor 
IBI Group Inc.
230 Richmond Street West, 5th Floor
Toronto, ON M5V 1V6 
Tel: 416-596-1930, Fax: 416-596-8024

CST Phoenix Advisors
North American Toll Free: 1-800-332-6179
Banks, Brokers, and Collect Calls: 201-806-2222
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Email: inquiries@phoenixadvisorscst.com

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IBI Group Inc.

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