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MONTREAL, July 10, 2015 /CNW Telbec/ - BMTC Group Inc. ("BMTC") (TSX: GBT) announces that it has repurchased for cancellation 6,980,012 common shares at a price of $15.50 per share, for a total consideration of $108,190,186, which was paid from BMTC's cash on hand. This price represents a discount of 5.5% to the trading price of the last independent transaction on the Toronto Stock Exchange and a discount of 1.2% to the simple average of the closing price of BMTC's common shares on the Toronto Stock Exchange for the 20 days ending on July 9, 2015 on which common shares of BMTC were traded.
Of the aggregate number of common shares repurchased, 3,990,000 shares were repurchased from Bertrand Crépeau & Fils Inc., a company controlled by Mr. Gilles Crépeau, and 2,990,012 shares were repurchased from 9072-1762 Québec Inc., a company controlled by Mr. Pierre Ouimet. Mr. Crépeau and Mr. Ouimet are directors of BMTC but are not involved in its day-to-day operations. The transaction is effected in the context of personal financial planning by Mr. Crépeau and Mr. Ouimet. The shares sold represent substantially all of the shares of BMTC held by Mr. Crépeau and Mr. Ouimet.
An independent committee of the Board of Directors of BMTC established in connection with the share repurchase, composed of Mr. André Bérard (chairman) and Mr. Tony Fionda, unanimously determined that the share repurchase is in the best interests of BMTC. The independent committee retained Scotia Capital Inc. as its financial advisor and Scotia Capital Inc. provided the independent committee with a fairness opinion stating that the consideration payable by BMTC pursuant to the share repurchase is fair from a financial point of view to BMTC shareholders (other than the selling shareholders).
The independent committee also received from Laurentian Bank Securities Inc., a Canadian investment bank with a broad range of investment banking activities, an opinion to the effect that a liquid market exists for BMTC's shares and that following the repurchase, it is reasonable to conclude that the market will not be materially less liquid than the market at the time of the repurchase. Laurentian Bank Securities was determined to be qualified and independent from any interested party interested in the repurchase in light of the lack of any past, present or anticipated relationship between Laurentian Bank Securities Inc. and any intereste party in the repurchase. The compensation paid to Laurentian Bank Securities for its engagement totalled $40,000. A copy of the liquidity opinion will be available on SEDAR at www.sedar.com.
The share repurchase was also unanimously approved by the Board of Directors of BMTC, which determined that the share repurchase is in the best interests of BMTC and represents an appropriate use of BMTC's net cash position. Mr. Gilles Crépeau and Mr. Pierre Ouimet disclosed their interest and did not participate in the deliberations or vote related to the transaction.
A favorable decision was obtained from the Autorité des marchés financiers to exempt BMTC from the issuer bid requirements under applicable securities legislation in connection with the transaction.
Post-transaction, there are 37,913,850 common shares issued and outstanding (compared with 44,893,862 common shares pre-transaction), representing a decrease of approximately 15.5% of the total number of common shares issued and outstanding.
In the context of the share repurchase, BMTC amended its normal course issuer bid that will be in effect until March 12, 2016 in order to specifically authorize purchases effected outside the facilities of the Toronto Stock Exchange pursuant to exemption orders issued by Canadian securities regulatory authorities. The price that BMTC will pay for purchases effected outside the facilities of the Toronto Stock Exchange pursuant to exemption orders issued by securities regulatory authorities will be at discount to the prevailing market prices in compliance with the requirements under such exemption orders. In accordance with the rules of the Toronto Stock Exchange, because the number of common shares repurchased exceeds the annual aggregate limit of shares that BMTC may repurchase by March 12, 2016 under its current normal course issuer bid, BMTC may no longer repurchase shares under its current normal course issuer bid.
FORWARD-LOOKING STATEMENTS
The press release contains certain forward-looking statements that involve a number of risks and uncertainties. Forward-looking statements relate to future events or future performance. Often, but not always, forward-looking statements can be identified by terminology such as "may", "will", "should", "expect", "plan", "anticipate", "believe", "estimate", "predict", "potential", "continue" or the negative form of these terms or other comparable terminology. Such statements reflect the current views and estimates of the management of BMTC with respect to future events, as of the date such statements are made, and they involve known and unknown risks and uncertainties which may cause actual events or results to differ materially from those expressed or implied by forward-looking statements. In evaluating these statements, readers should specifically consider factors such as the risks outlined under "Risk Factors" in BMTC's Annual Information Form, which is available at www.sedar.com. Although BMTC has attempted to identify important factors that could cause actual events, actions or results to differ materially from those described in the forward-looking statements, there may be other factors that cause such events, actions or results to differ. BMTC is under no obligation (and expressly disclaims any such obligation) to update forward-looking statements if circumstances or the management's views or estimates change. Accordingly, readers are cautioned not to place undue reliance on forward-looking statements.
About BMTC Group Inc.
BMTC Group Inc., together with its subsidiary, is a major retailer of furniture, electronic goods and household appliances operating in the province of Québec.
SOURCE BMTC Group Inc.
