IBI to hold conference call for holders of 7% convertibles on Monday

By Susanna Moon

Chicago, June 11 – IBI Group Inc. said it will hold an informational conference call for holders of 7% convertible subordinated debentures due Dec. 31, 2014.

As previously announced, the company is soliciting consents to extend the maturity date of the convertibles to June 30, 2019.

The conference call will be held at 10 a.m. ET on June 16.

Scott Stewart, the company’s chief executive officer, and Stephen Taylor, chief financial officer, will review and clarify the revised proposal and enhanced incentives, according to a company press release.

IBI said it will discuss the offer in order to provide clarity and to explain the facts behind the process followed in developing the offer.

Following the call, debentureholders with questions regarding the amendments may call Stewart or Taylor at 416 596-1930.

To participate, holders may dial in before 10 a.m. ET at 416 981-9001 for local calls or 800 732-8470. For international access call 212 271-4651.

An audio replay of the call will be available for 14 days, by dialing 416 626-4100 for local and international access or 800 558-5253 for toll-free international access, pass code 21719960 followed by the number sign on the telephone keypad.

Solicitation details

In exchange for consents, the company is offering option A, a promissory note, or option B, a promissory note and reduced conversion price.

Option A is a consent fee consisting of an unsecured non-convertible promissory note equal to C$195.65 per C$1,000 principal amount of debentures, payable Dec. 31, 2016 and bearing interest at 7% per year and payable at maturity.

Option B is a consent fee consisting of an unsecured non-convertible promissory note equal to C$86.96 per C$1,000 principal amount of debentures, payable Dec. 31, 2016 and bearing interest at 7% per year and payable at maturity, and the reduction of the conversion price for the debentures to C$5.00 per common share from C$19.17 per common share.

IBI announced changes to its consent solicitation on May 27 and pushed back the meeting for holders to 10 a.m. ET on June 27 in Toronto. Originally, debentureholders were to vote at a meeting on May 28. All consent/proxy forms must be submitted before 5 p.m. ET on June 25.

The company previously said that the changes reflect feedback from holders of the debentures.

IBI also said that holders who either do not deposit a proxy, abstain from voting on the amendments or vote against the amendments will receive the benefit of the reduction of the conversion price to C$5.00 per share.

When the solicitation was announced earlier in the month, the consent fee was to be an unsecured, non-convertible promissory note equal to C$70 per C$1,000 principal amount of convertibles payable Dec. 31, 2016 and bearing interest at the rate of 7% per year and payable at maturity.

Under the original plan, if all debentureholders had voted for the extension, the principal amount of consent fee notes issued would have been C$3.22 million.

IBI Group is an architecture, planning, engineering and technology firm based in Toronto.

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