TERREBONNE, QC, April 14, 2015 /CNW Telbec/ - ADF Group Inc. ("ADF" or the "Corporation" (TSX: DRX) announced today that it has entered into agreements with Jean Paschini, its Co-Chairman and Chief Executive Officer, Pierre Paschini, its President and Chief Operating Officer, and Marise Paschini, its Executive Vice-President, Treasurer and Corporate Secretary, for the repurchase of 750,000 subordinate voting shares at a price of $2.40 per share, for a total consideration of $1,800,000.
The repurchased shares are to be issued upon the exercise of stock options granted in April 2005 that are set to expire April 27, 2015 and allow Jean, Pierre and Marise Paschini each to acquire 250,000 subordinate voting shares of the Corporation at a price of $0.71 per share. Given the $532,500 exercise price to be received by the Corporation for these options, the share repurchase represents a cash out flow of $1,267,500.
The share repurchase was approved by the board of directors of the Corporation, which determined that the share repurchase is in the best interests of the Corporation and represents an appropriate use of the Corporation's funds. Jean, Pierre and Marise Paschini disclosed their interest and did not participate in the deliberations or vote related to the proposed transaction.
The number of subordinate voting shares of the Corporation held directly or indirectly by Jean, Pierre and Marise Paschini will remain unchanged following this exercise of options and share repurchase. Jean, Pierre and Marise Paschini will hold a total of 14,343,107 multiple voting shares and 500,000 subordinate voting shares, representing 45.6% of the outstanding shares and 89% of the voting rights attaching to the outstanding shares of the Corporation, and have agreed not to sell other securities for a period of at least 90 days following the share repurchase.
The share repurchase is exempt from the issuer bid requirements under applicable securities legislation due to the fact that Jean, Pierre and Marise Paschini are directors and executive officers of the Corporation, that the repurchase price is not greater than the market price determined in accordance with applicable legislation, and that the total number of shares repurchased does not represent more than 5% of the outstanding subordinate voting shares.
In the context of the share repurchase, ADF amended its normal course issuer bid that will be in effect until June 3, 2015 in order to specifically authorize purchases effected outside the facilities of the Toronto Stock Exchange pursuant to exemptions available under applicable securities legislation or orders issued by Canadian securities regulatory authorities. The price that ADF will pay for purchases effected outside the facilities of the Toronto Stock Exchange pursuant to exemptions available under applicable legislation or orders issued by securities regulatory authorities will comply with the requirements under such exemptions or orders and applicable legislation. Such price may be at a discount to the prevailing market price in the case of a purchase effected pursuant to an exemption available under applicable legislation and will be at a discount to the prevailing market price in the case of a purchase effected pursuant to an exemption order issued by the authorities. Pursuant to the rules of the Toronto Stock Exchange, the share repurchase will be reflected in the calculation of the annual aggregate limit of shares that may be repurchased by the Corporation under the normal course issuer bid, which means that after this transaction, a balance of 626,324 shares may be repurchased pursuant to the normal course issuer bid on or before June 3, 2015.
About ADF Group Inc.
ADF Group Inc. is a North American leader in the design and engineering of connections, fabrication and installation of complex steel structures, heavy steel built-ups, as well as in miscellaneous and architectural metals for the non-residential construction industry. 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 sectors. Today, the Corporation operates two manufacturing plants ̶ one in Canada and the other in the United States.
SOURCE ADF Group Inc
For further information: Jean-François Boursier, CPA, CA, Chief Financial Officer, Téléphone: (450) 965-1911, 1 (800) 263-7560, Website: www.adfgroup.com