TORONTO, ON. (April 14, 2020) – GMP Capital Inc. (“GMP” or the “Company”) (TSX: GMP) today provided an update on the previously announced transaction (the “Potential RGMP Transaction”) to consolidate the ownership of Richardson GMP Limited (“Richardson GMP”). Pursuant to the Shareholders’ Agreement governing Richardson GMP and in light of the COVID-19 pandemic, all three of Richardson GMP’s shareholder groups, being GMP, Richardson Financial Group Limited (“RFGL”) and the two elected investment advisor representatives on the board of Richardson GMP, have agreed to extend the 30 day contractual negotiation period between GMP and RFGL, that was set to expire on April 16, 2020, to 60 days following the date that the Declaration of Emergency ordered by the Lieutenant Governor of Ontario, and any similar or replacement orders thereto, have been withdrawn or terminated by the Government of Ontario.
The parties are continuing to work toward entering into a definitive agreement and remain hopeful that they will do so in the future. The Company cautions its shareholders and other stakeholders that there is no assurance that any transaction involving Richardson GMP will result from these discussions or on what terms or structure any transaction may occur.
The Shareholders Agreement governing Richardson GMP, including material aspects of the RGMP liquidity mechanism that was triggered on February 25, 2020, is available on the SEDAR profile of GMP at www.sedar.com.
GMP also announced today that it intends to release its first quarter 2020 financial results on Thursday, April 30, 2020. Financial results are expected to be released at approximately 6:00 a.m. (EST).
FIRST QUARTER 2020 CONFERENCE CALL AND WEBCAST
A conference call and live audio webcast to discuss GMP’s first quarter results will be held that morning at 10:00 a.m. (EST). The call will be open to the public. Interested parties are invited to access the quarterly conference call on a listen-only basis by dialing 416-406-0743 or 1-800-898-3989 (toll free) and entering a participant password: 5456188#. The conference call will also be accessible as a live audio webcast through the Investor Relations section of our website, click here to view.
A recording of the conference call will be available until Saturday, May 30, 2020, by dialing 905-694-9451 or 1-800-408-3053 (toll free) and entering access code 6263880#. The webcast will be archived, click here to view.
This press release contains “forward-looking information” as defined under applicable Canadian securities laws. This information includes, but is not limited to, statements concerning our objectives, our strategies to achieve those objectives, as well as statements made with respect to management’s beliefs, plans, estimates, projections and intentions, and similar statements concerning anticipated future events, results, circumstances, performance or expectations that are not historical facts. Forward-looking information generally can be identified by the use of forward-looking terminology such as “outlook”, “objective”, “may”, “will”, “expect”, “intend”, “estimate”, “anticipate”, “believe”, “should”, “plans” or “continue”, or similar expressions suggesting future outcomes or events. Such forward-looking information reflects management’s current beliefs and is based on information currently available to management. The forward-looking information contained herein is expressly qualified in its entirety by this cautionary statement. The forward-looking statements included in this press release, including statements regarding the Potential RGMP Transaction and the execution of any of the Company’s potential plans, are not guarantees of future results and involve numerous risks and uncertainties that may cause actual results to differ materially from the potential results discussed in the forward-looking statements. In respect of the forward-looking statements and information concerning the consolidation of 100% of ownership in Richardson GMP, and the Company’s strategy going forward, management has provided same based on reliance on certain assumptions it considers reasonable at this time including that a transaction involving Richardson GMP can be completed on acceptable terms and that any conditions precedent can be satisfied. There is no assurance that any transaction involving Richardson GMP will result from the discussions with RFGL or on what terms or structure any transaction may occur as proposed or at all, including the timing of the completion of any transaction involving Richardson GMP. Accordingly, readers should not place undue reliance on the forward-looking statements and information contained in this news release. Risks and uncertainties related to the Potential RGMP Transaction include, but are not limited to: failure of GMP and RFGL to enter into the Potential RGMP Transaction on satisfactory terms, or at all; failure of GMP and RFGL to obtain the required shareholders and regulatory approvals for, or satisfy other conditions to effect, the Potential RGMP Transaction; the risk that the Potential RGMP Transaction may involve unexpected costs, liabilities or delays; the risk that, prior to or as a result of the completion of the Potential RGMP Transaction, the business of GMP and/or Richardson GMP may experience significant disruptions, including loss of clients or employees due to transaction related uncertainty, industry conditions or other factors; risks relating to employee retention; the risk that legal proceedings may be instituted against GMP or Richardson GMP; risks related to the diversion of management’s attention from GMP’s ongoing business operations and risks related to the COVID-19 outbreak. For a description of additional risks that could cause our actual results to materially differ from our current expectations, see the “Risk Management” and “Risk Factors” sections of GMP’s most recent Annual MD&A and the “Risk Factors” section in the Company’s AIF. For additional information on the risk factors related to the Potential RGMP Transaction, see “The Sale Transaction – Reasons for the Sale Transaction” and “The Sale Transaction – Risk Factors” in GMP’s Notice of Special Meeting and Management Information Circular dated July 8, 2019 (the “July 2019 Circular”). Material assumptions and factors underlying the forward-looking information in this press release include, but are not limited to, those set out in “Business Environment – Outlook” in GMP’s most recent Annual MD&A. GMP’s most recent Annual MD&A and July 2019 Circular are filed under the Company’s profile on SEDAR at www.sedar.com.
Although forward-looking information contained in this press release is provided based on management’s reliance on certain assumptions it considers reasonable, there can be no assurance that such expectations will prove to be correct. Certain statements included in this press release may be considered a “financial outlook” for purposes of applicable Canadian securities laws, and as such, the financial outlook may not be appropriate for purposes other than this press release. Readers should not place undue reliance on the forward-looking statements and information contained in this press release. When relying on forward-looking statements to make decisions, readers should carefully consider the foregoing factors, the list of which is not exhaustive.
The forward-looking information contained in this press release is made as of the date of this press release and should not be relied upon as representing GMP’s views as of any date subsequent to the date of this press release. Except as required by applicable law, Management and the Board of Directors undertake no obligation to publicly update or revise any forward-looking information, whether as a result of new information, future events or otherwise.
FOR FURTHER INFORMATION:
GMP Capital Inc.
Rocco Colella, Managing Director, Investor and Media Relations
145 King Street West, Suite 200, Toronto, Ontario M5H 1J8
Tel: (416) 941-0894; Fax: (416) 943-6175
[email protected] or [email protected]