DATA Group Announces Further Details of Rights Offering
/NOT FOR DISTRIBUTION IN THE UNITED STATES OR OVER UNITED STATES WIRE SERVICES/
BRAMPTON, ON, May 15, 2015 /CNW/ - DATA Group Ltd. (TSX: DGI) ("DATA Group", or the "Company") announced today that it has set May 28, 2015 (the "Record Date") as the record date for the previously announced rights offering (the "Rights Offering") to the holders of common shares of the Company ("Common Shares").
Pursuant to the Rights Offering, each shareholder will be issued one right ("Right") for each Common Share held on the Record Date. Eligible holders of Rights will be entitled to exercise their Rights on the basis that, for every four Rights held, the holder will be entitled to purchase one Common Share at a price of $0.56 per Common Share at or before 5:00 P.M. (Toronto time) on June 22, 2015 (the "Expiry Date"), following which all outstanding Rights will terminate and expire. Eligible holders of rights certificates who exercise all of their Rights will also be entitled to acquire additional Common Shares, if any, which are not subscribed for by other holders of Rights pursuant to an additional subscription privilege. The Rights will be transferable and will be represented by rights certificates. The maximum number of Common Shares issuable pursuant to the Rights Offering will be 5,872,648. The completion of the Rights Offering is not subject to the Company receiving any minimum amount of subscriptions.
Michael Sifton, who was appointed as the President, Chief Executive Officer and a director of the Company on April 16, 2015, has agreed to provide a standby commitment (the "Standby Commitment") pursuant to which he is required to acquire any Common Shares not otherwise acquired under the Rights Offering by holders of Rights pursuant to the basic subscription privilege and the additional subscription privilege, up to a maximum of 1,750,000 Common Shares. The Company will not pay Mr. Sifton any fee for providing the Standby Commitment. The Standby Commitment is subject to certain other conditions and may be terminated prior to the date of closing of the Rights Offering in certain circumstances. If, upon completion of the Rights Offering, the number of Common Shares available to Mr. Sifton under the Standby Commitment is less than 1,750,000 Common Shares, the Company will issue and sell, on a non-brokered private placement basis, to Mr. Sifton the number of Common Shares required to satisfy the shortfall (the "Private Placement") at a price of $0.60 per Common Share.
The Company has received approval from the Toronto Stock Exchange (the "TSX") for posting the Rights and the Common Shares issuable thereunder, and the Common Shares issuable under the Private Placement, if any, subject to the Company satisfying certain conditions pursuant to the policies of the TSX.
The Common Shares are expected to commence trading on the TSX on an ex-rights basis at the opening of business on May 26, 2015. This means that Common Shares purchased on or following May 26, 2015 will not be entitled to receive Rights under the Rights Offering. At that time, the Rights are expected to be posted for trading on a "when issued" basis on the TSX. Trading of the Rights is expected to continue until 12:00 p.m. (Toronto time) on the Expiry Date.
Shareholders who do not wish to exercise their Rights to buy new Common Shares under the Rights Offering will have the option of selling the Rights that they receive from the Company through the TSX. Shareholders who do not exercise all of their Rights will have their present ownership interest in DATA, as a percentage of the total outstanding Common Shares, reduced as a result of the Rights Offering.
The Rights Offering will be made in each of the provinces and territories of Canada (the "Qualifying Jurisdictions"). Pursuant to the requirements under applicable securities legislation, a rights offering circular of the Company dated May 13, 2015 (the "Rights Offering Circular") has been accepted for filing by the securities regulatory authorities in the Qualifying Jurisdictions. The Rights Offering Circular and related materials will be delivered to all shareholders of the Company as of the Record Date.
Registered shareholders wishing to exercise their rights must forward the completed rights certificates along with the applicable funds to the subscription agent for the Rights Offering, Computershare Investor Services, Inc. (the "Subscription Agent"), by the Expiry Date. Shareholders who own their Common Shares through an intermediary, such as a bank, trust company, securities dealer or broker, will receive materials and instructions from their intermediary.
Rights certificates will not be issued and forwarded by Company to, and, except in limited circumstances described in the Rights Offering Circular, Rights may not be exercised by or on behalf of, holders of Common Shares not resident in the Qualifying Jurisdictions.
Completion of the Rights Offering and the Private Placement is subject to receipt of all necessary regulatory approvals, including, but not limited to, the TSX.
This news release does not constitute an offer to sell or the solicitation of an offer to buy the securities in any jurisdiction. The securities being offered have not been approved or disapproved by any securities regulatory authority.
About DATA Group Ltd.
DATA Group Ltd. is a managed business communications services company specializing in customized document management and marketing solutions. DATA Group develops, manufactures, markets and supports integrated web and printbased communications, information management and direct marketing products and services that help its customers reduce costs, increase revenues, maintain brand consistency and simplify their business processes. DATA Group's expertise and resources enable it to address any document requirement of its customers, from a simple mail-out to an enterprise-wide document management or direct marketing initiative. We have approximately 1,585 employees working from 34 locations across Canada and the United States to accomplish this.
Additional information relating to DATA Group Ltd. is available on www.datagroup.ca, and in the disclosure documents filed by DATA Group Ltd. on the System for Electronic Document Analysis and Retrieval (SEDAR) at www.sedar.com.
FORWARD-LOOKING STATEMENTS
Certain statements in this press release constitute "forward-looking" statements that involve known and unknown risks, uncertainties and other factors which may cause the actual results, performance, objectives or achievements of DATA Group, or industry results, to be materially different from any future results, performance, objectives or achievements expressed or implied by such forward-looking statements. When used in this press release, words such as "may", "would", "could", "will", "expect", "anticipate", "estimate", "believe", "intend", "plan", and other similar expressions are intended to identify forward looking statements. These statements reflect DATA Group's current views regarding future events and operating performance, are based on information currently available to DATA Group, and speak only as of the date of this press release. These forward-looking statements involve a number of risks, uncertainties and assumptions and should not be read as guarantees of future performance or results, and will not necessarily be accurate indications of whether or not such performance or results will be achieved. Many factors could cause the actual results, performance, objectives or achievements of DATA Group to be materially different from any future results, performance, objectives or achievements that may be expressed or implied by such forward-looking statements. The principal factors, assumptions and risks that DATA Group made or took into account in the preparation of these forward-looking statements include the risk that DATA Group may not be successful reducing the size of its legacy print business, reducing costs, reducing or refinancing its long-term debt and growing its digital communications business; the risk that DATA Group may not be successful in managing its organic growth; DATA Group's ability to invest in, develop and successfully market new products and services; competition from competitors supplying similar products and services; DATA Group's ability to grow its sales or even maintain historical levels of its sales of printed business documents; the impact of economic conditions on DATA Group's businesses; risks associated with acquisitions by DATA Group; increases in the costs of paper and other raw materials used by DATA Group; DATA Group's ability to maintain relationships with its customers; and risks associated with the Rights Offering, including, but not limited to, the significant dilution shareholders may suffer in connection with the Rights Offering. Additional factors are discussed elsewhere in this press release and under the heading "Risk Factors" in the Rights Offering Circular and "Risks and Uncertainties" in DATA Group's management's discussion and analysis, as well as those factors set out in DATA Group's other publicly available disclosure documents, as filed by DATA Group on SEDAR (www.sedar.com). Should one or more of these risks or uncertainties materialize, or should assumptions underlying the forward-looking statements prove incorrect, actual results may vary materially from those described in this press release as intended, planned, anticipated, believed, estimated or expected. Unless required by applicable securities law, DATA Group does not intend and does not assume any obligation to update these forward-looking statements.
SOURCE DATA Group Ltd.

Mr. Michael G. Sifton, President and Chief Executive Officer, DATA Group Ltd., Tel: (905) 791-3151; Mr. Paul O'Shea, Chief Financial Officer, DATA Group Ltd., Tel: (905) 791-3151
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