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GMP Completes Consolidation of Richardson GMP and Board Appoints Kish Kapoor as President and CEO

Toronto, October 20, 2020 - GMP Capital Inc. (“GMP” or the “Company”) (TSX: GMP) announced today that it has completed the Company’s previously announced transaction (the “RGMP Transaction”) to consolidate 100% ownership of Richardson GMP Limited (“RGMP”) under GMP.  With immediate effect at closing, GMP’s board of directors (the “Board”) appointed Kish Kapoor as President and Chief Executive Officer, removing his interim title. Mr. Kapoor was named Interim President and Chief Executive Officer in August 2019 and was given a mandate to complete the sale of the Company’s former capital markets business and prepare the Company for the RGMP Transaction.  

  • Creates a wealth management-focused company with national scale, a proven brand, the best advisors and a strong balance sheet
  • Announces name change and stock ticker symbol change to RF Capital Group Inc. (TSX: RCG)
  • GMP’s board of directors approved resumption of quarterly preferred share dividend, including payment of accrued and unpaid dividends

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GMP Announces Third Quarter 2020 Earnings Release Date

TORONTO, ON. (October 15, 2020) – GMP Capital Inc. (GMP) (TSX: GMP) intends to release its third quarter 2020 financial results on Friday, November 6, 2020, at approximately 6:00 a.m. (EST).

THIRD QUARTER 2020 CONFERENCE CALL AND WEBCAST

A conference call and live audio webcast to discuss GMP’s third 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), followed by a participant password: 1144015#. The conference call will also be accessible that morning as a live audio webcast through the Investor Relations section of our website at https://www.gmpcapital.com/Investor-Relations/Quarterly-Information.

A recording of the conference call will be available until Sunday, December 6, 2020, by dialing 905-694-9451 or 1-800-408-3053 (toll free) and entering access code 6386356#. The webcast will be archived at https://www.gmpcapital.com/Investor-Relations/Quarterly-Information.

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GMP Announces Commencement of Substantial Issuer Bid

TORONTO, ON. (October 13, 2020) – GMP Capital Inc. (“GMP” or the “Company”) (TSX: GMP) announced today the commencement of its previously announced substantial issuer bid (“SIB”) under which the Company will purchase up to 16,528,926 of its outstanding common shares (“Common Shares”) at $2.42 per Common Share for an aggregate purchase price of approximately $40 million.

The SIB will expire at 5:00 p.m. (Eastern time) on November 18, 2020, unless extended or withdrawn by the Company. Other than customary conditions, the only condition for take-up will be the closing of the Company’s previously announced consolidation of 100% of the ownership of Richardson GMP Limited under GMP (the “RGMP Transaction”). The SIB is not conditional upon any minimum number of Common Shares being tendered.

If more than 16,528,926 Common Shares are validly deposited under the SIB, then the deposited Common Shares will be purchased on a pro rata basis according to the total number of Common Shares validly deposited under the SIB (subject to certain exceptions for “odd lot” holders).

The directors and management of the Company have advised that they do not intend to tender shares under the SIB. Pursuant to the terms of a previously announced settlement agreement disclosed on September 28, 2020, Richardson Financial Group Limited, which based on publicly available information holds 18,170,575 Common Shares, has agreed to not to tender to the SIB. In addition, no Common Shares issued in connection with the RGMP Transaction will be permitted to be deposited under the SIB. As a result, the full $40 million will be available to minority GMP common shareholders.

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GMP Shareholders Overwhelmingly Approve RGMP Transaction and Elect Board of Directors

Toronto, October 6, 2020 - GMP Capital Inc. (“GMP” or the “Company”) (TSX: GMP) is pleased to announce that with respect to its 2020 annual and special meeting of shareholders held earlier today (the “Meeting”), all of the resolutions were duly passed, including 95% of minority shareholders represented at the Meeting voting in favour of the RGMP Transaction and in excess of 94% FOR each of our director nominees.  

Based on this overwhelming support, the Company can now move forward with its wealth management-focused growth strategy as the Company strives to make Richardson GMP (soon to be renamed Richardson Wealth and Patrimoine Richardson in the anglophone and francophone markets, respectively) the destination of choice for Canada’s top advisors, who share a similar entrepreneurial spirit, independent culture and philosophy to deliver unparalleled face-to-face advice to Canadians opting for non-bank points of access for holistic wealth management solutions. The Company currently expects the RGMP Transaction to be completed within the next 30 days, subject to customary closing conditions.

Don Wright, Chair of the board, stated, “Today’s vote is a powerful statement in support of our growth strategy and, equally as important, validates we have the right leadership, the best advisors and a powerful brand in place to execute our strategy to set GMP and Richardson Wealth on the best path to create long-term value for shareholders. We are also appreciative of Richardson Financial Group Limited’s unwavering commitment and continued support to the long-term success of GMP and Richardson Wealth, including agreeing to put their name on the door.” 

Following the closing of the RGMP Transaction, the Company will have 164 investment advisory teams serving 32,000 clients out of 19 locations across Canada and approximately $29 billion in client assets under administration.

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Leading Independent Advisory Firms Vote “FOR” All Matters to be Voted on at GMP's October 6 Annual and Special Meeting

Toronto, September 30, 2020 - GMP Capital Inc. (“GMP” or the “Company”) (TSX: GMP) today announced that Institutional Shareholder Services Inc. ("ISS") and Glass Lewis & Co. ("Glass Lewis"), have each recommended that GMP shareholders vote FOR for all proposed resolutions at the Company’s October 6, 2020 annual and special meeting of common shareholders (the “Meeting”), including the amended transaction (the "RGMP Transaction") to consolidate 100% ownership of Richardson GMP Limited under GMP.  As previously confirmed, the Meeting will be in a virtual only format.

In reaching its independent recommendation that shareholders vote FOR the RGMP Transaction Resolution, ISS noted, among other things, that:

“The rationale behind the RGMP Transaction appears sound as it will allow the restructured company to focus on the opportunities in the wealth management industry, which may offer the greatest potential for long-term value creation for shareholders.”

As part of its analysis, Glass Lewis stated the following: “The transaction agreement is also subject to approval by a majority of votes cast by GMP shareholders excluding RFGL and certain other related parties required to be excluded pursuant to applicable securities regulations.  We believe this majority of the minority voting provisions serves an important role in protecting the interests of minority shareholders in related-party transactions.  Overall, we find that the board appears to have taken appropriate steps to address potential conflicts and to represent the interests of independent GMP Shareholders.”

 

Furthermore, Glass Lewis' analysis stated that: “overall, we find that the proposed transaction appears strategically and financially reasonable to GMP and its shareholders.  Based on these factors and the support of the board, we believe the proposed transaction is in the best interests of shareholders.”

If GMP shareholders have any questions or require assistance with voting your proxy, please contact the Company’s strategic shareholder advisor and proxy solicitation agent, Kingsdale Advisors, at 1-866-879-7644 toll free in North America, or call collect outside North America at 1-416-867-2272 or by email at contactus@kingsdaleadvisors.com.


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GMP Urges Common Shareholders to Vote For the RGMP Transaction and Provides Update on Impact of Planned Substantial Issuer Bid

Toronto, September 30, 2020 - GMP Capital Inc. (“GMP” or the “Company”) (TSX: GMP) today urged common shareholders to vote for all proposed resolutions, including the previously announced transaction (the "RGMP Transaction") to consolidate 100% ownership of Richardson GMP Limited ("RGMP") under GMP. The votes on these resolutions will take place at the Company’s upcoming annual and special meeting (the “Meeting”) of common shareholders.

In light of the settlement between GMP and Kevin Sullivan disclosed on September 28, 2020, the vote is no longer contested. For that reason, GMP confirms that it intends to hold a virtual-only Meeting. As described in the Company’s Management Information Circular dated September 8, 2020 (the “Information Circular”), the Meeting is scheduled for October 6, 2020 at 10 am (Prevailing Eastern Time).

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GMP, Richardson Financial Group, and Kevin Sullivan Announce Agreement to Amend RGMP Consolidation Transaction

Toronto, September 28, 2020 - GMP Capital Inc. (“GMP” or the “Company”) (TSX: GMP) and Kevin Sullivan announced today that they and Richardson Financial Group Limited (“RFGL”) have reached an agreement (the “Settlement Agreement”) to amend the terms of the previously announced transaction (the “RGMP Transaction”) to consolidate 100% ownership of Richardson GMP Limited (“RGMP”) under GMP. Pursuant to the Settlement Agreement, Mr. Sullivan has agreed to vote in favour of the revised RGMP Transaction (as described below) as well as management’s slate of nominees to the board of directors of GMP at the annual and special meeting of the Company’s common shareholders (“GMP Common Shareholders”) to be held on October 6, 2020 (the “Meeting”). Mr. Sullivan has withdrawn his nomination of other directors.

 - GMP will undertake a substantial issuer bid to return $40 million to minority GMP common shareholders instead of paying a $0.15 per share special dividend

- Kevin Sullivan agrees to support the revised terms of the RGMP Transaction and management’s slate of directors. Mr. Sullivan has withdrawn his slate of directors

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GMP Mails Letter to Common Shareholders

Toronto, September 22, 2020 - GMP Capital Inc. (“GMP” or the “Company”) (TSX: GMP) today announced that it filed and is mailing another letter to common shareholders and has published a new Question and Answer document for common shareholders.

The letter is available on SEDAR and on the Company’s website at this link. The Q&A is appended to this news release and is available on the Company’s website at this link.

Both the letter and the Q&A respond to misguided criticism and miscalculations by a dissident. He promises more money to common shareholders of GMP, but he can’t deliver. To the contrary, there is significant risk that there will be less for everyone if common shareholders vote to support him.

At issue are the terms under which GMP proposes to increase its ownership of the wealth management company Richardson GMP Limited (“Richardson GMP”) to 100% from 33.2% through a share exchange (the “RGMP Transaction”). Your Board of Directors asks that you vote FOR the RGMP Transaction and FOR the Company’s nominees for election to the Board.

  • GMP Mails Letter to Common Shareholders, Publishes New Q&A and Provides Confirmation on Board Independence

  • Common Shareholders Should Vote FOR the RGMP Transaction Resolution and FOR the Company’s Board Nominees

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GMP Responds to Misguided Comments from Dissident

Toronto, September 17, 2020

- GMP Capital Inc. (“GMP” or the “Company”) (TSX: GMP) today responded to misguided comments from a dissident shareholder and reiterated the benefits of a proposed transaction that would see GMP increase its ownership of wealth management company Richardson GMP to 100% (from 33.2%) through a share exchange (the “RGMP Transaction”).

  • Overwhelming support from Investment Advisors for RGMP Transaction
  • Significant risks and costs to both GMP’s and Richardson GMP’s businesses if RGMP Transaction is disrupted
  • Shareholders should vote FOR the RGMP Transaction Resolution and FOR the Company’s slate of board nominees

GMP urged common shareholders to end the uncertainty regarding the ownership of Richardson GMP by voting the BLUE proxy FOR the RGMP Transaction and FOR the Company’s nominees to the board.

“Don’t accept the dissident’s claim that he supports the concept of the RGMP Transaction, even as he opposes its terms,” said Donald Wright, chair of the GMP board and the independent special committee that negotiated the RGMP Transaction for the benefit of all GMP common shareholders. “The RGMP Transaction is inextricably linked to its fair and balanced terms. It is designed to drive long-term gains in shareholder value. Contrary to the dissident’s assertion, the GMP minority common shareholders and the other two parties were all treated fairly.”

“The dissident is wrong to demand a share buyback using funds that the board has designated for investment in growth. If the dissident blocks the RGMP Transaction, we as common shareholders will get neither a share buyback nor growth. Instead, we will face value destruction because Richardson GMP’s Investment Advisors may react to the ongoing uncertainty by departing for competitors.”

“Richardson Financial Group Limited (“RFGL”), a party to the RGMP Transaction negotiations, was entitled to cash for its equity in Richardson GMP but agreed to forego that entitlement if those funds would be used for growth. During very prolonged negotiations, RFGL stipulated that its funds should not be used merely for distribution to common shareholders. Be wary of any assertion by the dissident that he could successfully persuade RFGL otherwise.”

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Richardson GMP IAs with 97 percent of AUA support the terms of GMP’s proposed acquisition of Richardson GMP

TORONTO, SEPTEMBER 15, 2020 – Richardson GMP Limited (“Richardson GMP” or the “Company”), a leading independent wealth management Company, announced today that Investment Advisors with approximately 97% of assets under administration support the terms of the previously announced transaction (the “RGMP Transaction”) under which 100% of the Company would be acquired by GMP Capital Inc. (“GMP”).

A list of Richardson GMP Investment Advisors, employees and leaders who have consented to have their names printed in support of the RGMP Transaction is provided at the end of this news release.

- Richardson GMP Investment Advisors, employees and leaders overwhelmingly support the RGMP Transaction
- Investment Advisors, the engine of future growth, will align their interests with GMP shareholders by owning 28.5% of GMP Capital on closing

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