TERREBONNE, QC, June 7 /CNW Telbec/ - ADF GROUP INC. ("ADF" or the
"Company") (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 3,602,475 Subordinate Voting Shares at a price of $3.50 per share, of which
3,000,000 shares will be issued and sold by ADF from treasury and an aggregate
of 602,475 shares are being sold by Groupe JPMP Inc. and Tecno-Centre Québec
Inc. Groupe JPMP Inc. and Tecno-Centre Québec Inc. are holding companies
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 though a syndicate of underwriters led by GMP
Securities L.P., and including Northern Securities Inc. and Laurentian Bank
The Company has also granted the underwriters an option to purchase up to
300,000 additional subordinate voting shares from treasury at the same price
at any time prior to 24 hours prior to closing of the offering, which is
expected to occur on or about June 20, 2007.
The net proceeds from the treasury offering to be received by the Company
before related expenses are estimated to be $9,975,000 ($10,972,500 if the
Underwriters' option is exercised in full). The Company intends to use up to
$7,000,000 of the net proceeds to repay its long-term debt in part and the
remaining portion for general corporate purposes, including the potential
acquisition of fixed assets. The Company will not receive any proceeds from
the secondary offering.
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.
This news release is not for distribution to United States newswire
services or for dissemination in the United States.
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.
All amounts are expressed in Canadian dollars.
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