Sale of Shares by GDI Insiders
15 Mai 2020 - 1:31PM
GDI Integrated Facility Services Inc. ("
GDI" or
the "
Corporation") (TSX: GDI) announced today that
Mr. Claude Bigras, President, Chief Executive Officer and Director
of the Corporation, and Gestion Claude Bigras Inc.
("
Gestion Claude Bigras"), a private corporation
controlled by Mr. Claude Bigras, have entered into an agreement
with National Bank Financial Inc. and Desjardins Capital Markets to
sell, in aggregate, 568,010 subordinate voting shares in the
capital of the Corporation by way of private placement.
Gestion Claude Bigras, which currently owns an
aggregate of 3,346,089 multiple voting shares in the capital of the
Corporation, representing approximately 15.6% of all of the issued
and outstanding shares of the Corporation, agreed to convert
370,000 multiple voting shares into 370,000 subordinate voting
shares, on a one-for-one basis, and to sell these subordinate
voting shares (representing approximately 11.1% of its holding) at
a gross price of $30.50 per share (the "Private
Placement").
As part of the Private Placement, Mr. Claude
Bigras, which currently owns an aggregate of 356,389 options to
purchase subordinate voting shares, agreed to exercise 198,010
options issued to him by the Corporation in accordance with GDI's
stock option plan and to sell, concurrently with the closing of the
Private Placement, all the underlying subordinate voting shares
issued in connection with the exercise of his options at a gross
price of $30.50 per share.
Following the closing of the Private Placement,
Claude Bigras will continue to own 158,379 options to purchase
subordinate voting shares and Gestion Claude Bigras will continue
to own an aggregate of 2,976,089 multiple voting shares in the
capital of the Corporation, representing approximately 13.8% of the
Corporation's total number of issued and outstanding shares, and
13.1% of the voting rights attached to all of the issued and
outstanding shares of the Corporation. Gestion Claude Bigras has no
other current plans to dispose of its remaining investment in the
Corporation but may elect to further decrease its investment in the
future based on market or other considerations, whether by way of
sales on the market, by way of private placement or otherwise.
The decision to sell a portion of the shares
owned directly or indirectly by Mr. Claude Bigras in the capital of
the Corporation was made for financial diversification purposes.
"Due to COVID-19, certain of my existing personal investments
require additional funding," stated Mr. Bigras. "I strongly believe
in the long-term prospects of GDI and remain a significant
shareholder with a commitment to help drive the business to the
next level."
The net proceeds of these sales will be paid
directly to Mr. Claude Bigras and Gestion Claude Bigras. The
Corporation will not receive any proceeds from these sales.
All trades are expected to close on or about May
22, 2020. Once these trades are settled, the total number of issued
and outstanding shares of the Corporation will be 21,611,513, of
which 9,091,200 will be multiple voting shares and 12,520,313 will
be subordinate voting shares. An early warning report relating to
the Private Placement will be filed on SEDAR under the
Corporation's profile at www.sedar.com. The Corporation's head
office is located at 695-90 Avenue, LaSalle, Québec, H8R 3A4. A
copy of the early warning report described in this news release can
be also obtained by contacting Stéphane Lavigne, Senior
Vice-President and Chief Financial Officer at (514) 368-8690,
extension 526. This news release is issued under the early warning
provisions of the Canadian securities legislation.
ABOUT GDI
GDI is a leading integrated commercial facility
services provider which offers a range of services in Canada and
the United States to owners and managers of a variety of facility
types including office buildings, educational facilities,
industrial facilities, healthcare establishments, stadiums and
event venues, hotels, shopping centers, distribution facilities,
airports and other transportation facilities. GDI's commercial
facility services capabilities include commercial janitorial and
building maintenance, the installation, maintenance and repair of
HVAC-R, mechanical, electrical and building automation systems, as
well as other complementary services such as janitorial products
manufacturing and distribution. GDI's subordinate voting shares are
listed on the Toronto Stock Exchange (TSX: GDI). Additional
information on GDI can be found on its website at www.gdi.com.
CAUTION CONCERNING
FORWARD‐LOOKING
STATEMENTS
Certain statements in this press release may
constitute forward‐looking information within the meaning of
securities laws. Forward‐looking information may relate to GDI's
future outlook and anticipated events, business, operations,
financial performance, financial condition or results and, in some
cases, can be identified by terminology such as "may"; "will";
"should"; "expect"; "plan"; "anticipate"; "believe"; "intend";
"estimate"; "predict"; "potential"; "continue"; "foresee"; "ensure"
or other similar expressions concerning matters that are not
historical facts. In particular, in this press release, statements
regarding the completion of the sales of the shares owned by
Gestion Claude Bigras Inc. and Mr. Claude Bigras to National Bank
Financial Inc. are forward‐looking statements. These
statements are based on certain factors and assumptions, which GDI
believes are reasonable as of the current date. While management
considers these assumptions to be reasonable based on information
currently available to the Corporation, they may prove to be
incorrect. Therefore, future events and results may vary
significantly from what management currently foresees. The reader
should not place undue importance on forward‐looking information
and should not rely upon this information as of any other date.
While management may elect to, the Corporation is under no
obligation and does not undertake to update or alter this
information at any particular time, except as may be required by
law.
Source: |
GDI Integrated Facility Services Inc. |
|
Stéphane Lavigne |
|
Senior Vice-President and Chief Financial Officer |
|
Phone: (514) 368-8690, extension 526 |
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