ADF Group Inc.
TSX : DRX

ADF Group Inc.

November 01, 2007 08:05 ET

ADF Group Inc. Announces Bought Deal Treasury and Secondary Issue of Subordinate Voting Shares

TERREBONNE, QUEBEC--(Marketwire - Nov. 1, 2007) -

THIS NEWS RELEASE IS NOT FOR DISTRIBUTION TO UNITED STATES NEWSWIRE SERVICES OR FOR DISSEMINATION IN THE UNITED STATES.

ADF Group Inc. (TSX:DRX) announced today that it and Groupe JPMP Inc. have entered into an agreement with GMP Securities L.P. for the purchase, on a bought deal basis, of an aggregate of 2,000,000 Subordinate Voting Shares at a price of $6.50 per share, of which 1,500,000 shares are being issued and sold by ADF Group from treasury and 500,000 shares are being sold by Groupe JPMP Inc. Groupe JPMP Inc. is a holding company controlled directly or indirectly by Jean Paschini, Pierre Paschini and Marise Paschini, each of whom is an executive officer and director of ADF Group.

In addition, ADF Group Inc. has granted GMP Securities an underwriter's option to purchase from ADF Group up to an additional 150,000 Subordinate Voting Shares, on the same terms and conditions, exercisable 30 days after the closing of the offering.

The offering will result in total gross proceeds of $13,000,000, of which ADF Group will receive $9,750,000, less costs related to the offering. If the underwriter's option is exercised in full, the total gross proceeds of the offering will be $13,975,000, of which ADF Group will receive $10,725,000. The net proceeds from the sale of the Subordinate Voting Shares issued from treasury will be used by ADF Group for the acquisition of fixed assets and working capital.

The offering will be effected in Canada by way of a short form prospectus and on a private placement basis in the U.S. pursuant to Rule 144A and Reg. D, and internationally as permitted. The offering is expected to close on November 23, 2007, conditional upon the signing of a definitive underwriting agreement and the satisfaction of certain other conditions, including the approval of Canadian securities regulatory authorities.

There are currently 19,917,183 Subordinate Voting Shares and 14,343,107 Multiple Voting Shares of ADF Group issued and outstanding. Following the offering, there will be 21,417,183 Subordinate Voting Shares (21,567,183 Subordinate Shares should the underwriter's option be exercised in full) and 14,343,107 Multiple Voting Shares issued and outstanding, of which Jean Paschini, Pierre Paschini and Marise Paschini will beneficially own, or exercise control or direction over, an aggregate of 14,343,107 Multiple Voting Shares and 500,000 Subordinate Voting Shares, representing approximately 87.3% of the votes attached to all the shares of ADF Group (87.2% should the underwriter's option be exercised in full).

About ADF

ADF Group Inc. is a North American leader in the design, engineering, fabrication and selective installation of complex steel superstructures, as well as in architectural metal work. ADF is one of the few players in the industry capable of handling highly technical complex mega projects on fast-track schedules in the commercial, institutional, industrial and public sectors.

Forward-Looking Information

This press release contains forward-looking statements reflecting ADF objectives and expectations. These statements are identified by the use of verbs such as "expect" as well as by the use of future or conditional tenses. By their very nature, these types of statements involve risk and uncertainty. Consequently, reality may differ from ADF's expectations.

This news release does not constitute an offer to sell or a solicitation of an offer to buy any of the securities in the United States. The securities have not been and will not be registered under the United States Securities Act of 1933, as amended (the "U.S. Securities Act"), or any state securities laws and may not be offered or sold within the United States or to United States Persons unless registered under the U.S. Securities Act and applicable state securities laws or an exemption from such registration is available.

Contact Information

  • ADF Group Inc.
    Jean Paschini
    Chairman of the Board and Chief Executive Officer
    (450) 965-1911 or Toll Free: 1-800-263-7560
    or
    ADF Group Inc.
    Louis Potvin
    Chief Financial Officer
    (450) 965-1911 or Toll Free: 1-800-263-7560
    Website: www.adfgroup.com