/THIS NEWS RELEASE IS NOT FOR DISTRIBUTION TO UNITED STATES NEWSWIRE
SERVICES OR FOR DISSEMINATION IN THE UNITED STATES./
TERREBONNE, QC, Nov. 1 /CNW Telbec/ - ADF GROUP INC. ("ADF" or the
"Corporation") (TSX: DRX) announced today that it and Groupe JPMP Inc. have
entered into an agreement with GMP Securities L.P. for the purchase, on a
bought deal basis, of an aggregate of 2,000,000 Subordinate Voting Shares at a
price of $6.50 per share, of which 1,500,000 shares are being issued and sold
by ADF Group from treasury and 500,000 shares are being sold by Groupe
JPMP Inc. Groupe JPMP Inc. is 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.
In addition, ADF Group Inc. has granted GMP Securities an underwriter's
option to purchase from ADF Group up to an additional 150,000 Subordinate
Voting Shares, on the same terms and conditions, exercisable 30 days after the
closing of the offering.
The offering will result in total gross proceeds of $13,000,000, of which
ADF Group will receive $9,750,000, less costs related to the offering. If the
underwriter's option is exercised in full, the total gross proceeds of the
offering will be $13,975,000, of which ADF Group will receive $10,725,000. The
net proceeds from the sale of the Subordinate Voting Shares issued from
treasury will be used by ADF Group for the acquisition of fixed assets and
The offering will be effected in Canada by way of a short form prospectus
and on a private placement basis in the U.S. pursuant to Rule 144A and Reg. D,
and internationally as permitted. The offering is expected to close on
November 23, 2007, conditional upon the signing of a definitive underwriting
agreement and the satisfaction of certain other conditions, including the
approval of Canadian securities regulatory authorities.
There are currently 19,917,183 Subordinate Voting Shares and
14,343,107 Multiple Voting Shares of ADF Group issued and outstanding.
Following the offering, there will be 21,417,183 Subordinate Voting Shares
(21,567,183 Subordinate Shares should the underwriter's option be 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 Group (87.2% should the
underwriter's option be 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 technical 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 risk 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 and 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