Ms. Camilla Bartosiewicz reports
ALTUS GROUP ANNOUNCES EXEMPTIVE RELIEF FROM THE ONTARIO SECURITIES COMMISSION IN CONNECTION WITH ITS SUBSTANTIAL ISSUER BID
Altus Group Ltd., in connection with its substantial issuer bid (SIB) to purchase for cancellation up to $350-million in value of its common shares, the Ontario Securities Commission (OSC), as Altus Group's principal regulator, has granted an exemptive relief order exempting Altus Group from complying with certain extension take up, proportionate take up and related disclosure requirements.
The SIB is being made by way of a "modified Dutch auction", allowing shareholders who choose to participate in the SIB to tender shares in three ways:
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By making an auction tender pursuant to which they agree to tender a specified number of shares to Altus Group at a specified price per share within a price range of $50.00 and $57.00 in increments of 25 cents per share;
- By making a purchase price tender, pursuant to which they do not specify a price per share, but rather agree to have a specified number of shares purchased at the purchase price (as defined below) to be determined by the auction tenders;
- By making a proportionate tender, pursuant to which they tender all of the shares they hold, at the purchase price to be determined pursuant to the SIB, on the basis that Altus Group will only purchase such number of shares so tendered that will result in the shareholders maintaining their proportionate share ownership in Altus Group following the completion of the SIB.
Upon expiry of the SIB, Altus Group will determine the lowest price per share (which will not be more than $57.00 per share and not less than $50.00 per share) that will enable it to purchase all of the shares collectively tendered pursuant to auction tenders at auction prices less than or equal to that price and purchase price tenders, having an aggregate purchase price that does not exceed the auction tender limit amount (as defined below); provided that if the aggregate purchase price for shares collectively tendered pursuant to auction tenders at auction prices equal to the minimum purchase price and purchase price tenders exceeds the auction tender limit amount, the purchase price will be the minimum purchase price.
The term "auction tender limit amount" means the amount equal to: (a) $350-million less, (b) the product of (i) $350-million and (ii) a fraction, the numerator of which is the aggregate number of shares owned by shareholders making valid proportionate tenders, and the denominator of which is the aggregate number of shares outstanding at the expiration date (as defined below).
The SIB is not conditional upon any minimum number of shares being tendered. The SIB is, however, subject to other conditions described in the formal offer to purchase and issuer bid circular, letter of transmittal and notice of guaranteed delivery, filed by Altus Group with the applicable securities regulators and available under Altus Group's SEDAR+ profile.
The SIB is currently open for acceptance until 5 p.m. Toronto time on Jan. 8, 2026, unless withdrawn, extended or varied by Altus Group. Altus Group reserves the right (i) to terminate the SIB and not take up and pay for any shares not theretofore taken up and paid for, upon the occurrence of certain conditions, and (ii) at any time or from time to time, to vary the SIB in any respect, including increasing or decreasing the aggregate purchase price for shares that the company may purchase or the range of prices it may pay pursuant to the SIB, subject to compliance with applicable Canadian and United States securities laws and regulations.
As described in the offer documents, Altus Group applied to the OSC for exemptive relief from the requirements under applicable securities laws: (i) to take up and pay for shares deposited pursuant to the SIB proportionately according to the number of shares deposited by each shareholder; (ii) to provide disclosure of the proportionate take up and payment of shares under the SIB in Altus Group's issuer bid circular in connection with the SIB; and (iii) that an issuer bid not be extended if all the terms and conditions of the issuer bid have been complied with or waived unless the issuer first takes up all securities deposited under the issuer bid and not withdrawn, collectively, with the proportionate take up relief and the proportionate take up disclosure relief, the "issuer bid
relief"). On Dec. 12, 2025, the OSC granted Altus Group the issuer bid relief, which permits shareholders to tender to the SIB via proportionate tenders and which will allow Altus Group to, subject to the conditions in the exemptive relief order, elect to extend the SIB without first taking up all the shares deposited and not withdrawn under the SIB.
At this time, Altus Group has not yet determined if it will extend the SIB, and the expiration of the SIB remains the expiration date, which for greater certainty is 5 p.m. Toronto time on Jan. 8, 2026. Altus Group will determine whether it will extend the expiration of the SIB beyond the expiration date once it determines how many shares have been tendered (and not withdrawn) under the SIB, and considers all other relevant circumstances. In the event the SIB is extended, Altus Group will provide a further news release disclosing the details of such extension.
Altus Group has engaged RBC Capital Markets to act as the financial adviser and dealer manager for the SIB, and TSX Trust Company to act as depositary. Any questions or requests for information regarding the SIB may be directed to the depositary, at 1-800-387-0825 (toll-free -- North America), 416-682-3860, or shareholderinquiries@tmx.com, or to the dealer manager, at altussib@rbccm.com.
This news release is for informational purposes only and is not intended to and does not constitute an offer to purchase or the solicitation of an offer to sell shares.
Shareholders may obtain free copies of the offer documents filed by Altus Group with the applicable securities regulators and available under Altus Group's profile on SEDAR+. Shareholders may also obtain those materials from the depositary, as further discussed in the offer documents. Shareholders are urged to carefully evaluate all information in the offer documents.
We seek Safe Harbor.
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