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GMP Enters Into Definitive Agreement to Consolidate Ownership of Richardson GMP

Toronto, August 13, 2020 - GMP Capital Inc. (“GMP” or the “Company”) (TSX: GMP) announced today that it has entered into a definitive purchase agreement (the “Purchase Agreement”) with Richardson Financial Group Limited (“RFGL”) to consolidate 100% ownership of RGMP under GMP (the “RGMP Transaction”). Pursuant to the RGMP Transaction, GMP will acquire all of the common shares of Richardson GMP (or “RGMP”) that are not owned by the Company for a purchase price of 1.875 common shares (1.76 common shares pre-dividend) of GMP (the “Common Shares”) per common share of RGMP (“RGMP Common Share”). Today’s announcement is the culmination of the negotiation period undertaken pursuant to the terms of the RGMP Shareholders’ Agreement that commenced with the February 26, 2020 announcement of the signing of a non-binding term sheet by the Company and RFGL, and was extended on April 14, 2020 due to the global health crisis.  The signing of the Purchase Agreement followed consultation with the RGMP investment advisors, the receipt of an updated formal valuation prepared by RBC Capital Markets (“RBC”) and the recommendation of the independent special committee (the “Special Committee”) of the GMP Board of Directors (the “Board”).

  • GMP will acquire all of the common shares of Richardson GMP (or “RGMP”) that are not owned by the Company based on an enterprise value for RGMP of $420 million
  • GMP will pay a special dividend of $11.3 million or 15 cents per common share to the pre-closing GMP shareholders, which together with the $20.7 million returned to shareholders in December 2019, represents approximately 76% of the $42.2 million proceeds received from the sale of the capital markets business
  • GMP intends to resume paying quarterly dividend on its outstanding Series B and Series C preferred shares following annual and special meeting
  • Richardson Financial agrees not to have its $32 million preferred share ownership in RGMP redeemed for cash on closing

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