Ms. Camilla Bartosiewicz reports
ALTUS GROUP ANNOUNCES PRELIMINARY RESULTS OF SUBSTANTIAL ISSUER BID
Altus Group Ltd. has released the preliminary results of its substantial issuer bid (SIB), pursuant to which Altus Group offered to purchase for cancellation a number of its common shares for an aggregate purchase price not to exceed $200-million (Canadian) at a purchase price of not less than $42 (Canadian) and not more than $52 (Canadian) per share. The SIB expired at 5 p.m. Toronto time on Tuesday, April 21, 2026.
Preliminary results of SIB
In accordance with the terms and conditions of the SIB and based on the preliminary calculation of TSX Trust Company, as depositary for the SIB, Altus Group expects to take up and pay for approximately 3,846,153 shares at a price of $52 (Canadian) per share under the SIB, representing an aggregate purchase price of approximately $200-million (Canadian) and approximately 9.69 per cent of the total number of Altus Group's issued and outstanding shares (net of escrowed shares) before giving effect to the SIB and on a non-diluted basis. Approximately 82,000 shares were tendered through notices of guaranteed delivery.
Based on the depositary's preliminary calculation, approximately 4,435,568 shares were validly tendered and not withdrawn (including pursuant to proportionate tenders). None of Altus Group's directors or executive officers participated in the SIB.
Since the SIB was oversubscribed, shareholders who made auction tenders at or below the purchase price and shareholders who made, or were deemed to have made, purchase price tenders will have the number of shares purchased prorated following the determination of the final results of the SIB (other than odd-lot tenders, which are not subject to proration). Altus Group currently expects that shareholders who made auction tenders at or below the purchase price and purchase price tenders will have approximately 87.13 per cent of their successfully tendered shares purchased by Altus Group.
Shareholders who made valid proportionate tenders will have such number of shares purchased by Altus Group as would permit such shareholders to maintain their same share ownership percentage as existed prior to completion of the SIB (subject to rounding to avoid the purchase of fractional shares). Approximately 2,518 shares are anticipated to be taken up and purchased pursuant to proportionate tenders.
After giving effect to the SIB, Altus Group expects to have approximately 35,836,266 shares issued and outstanding (net of 187,809 escrowed shares).
The number of shares expected to be purchased, the proration factor, the purchase price and the aggregate purchase price referred to above are preliminary and remain subject to verification by the depositary. Upon take up and payment of the shares purchased, Altus Group will release the final results, including the final proration factor. Payment for the shares accepted for purchase will be made in accordance with the terms of the offer and applicable law.
Altus Group has not elected to extend the SIB and the SIB expired on the expiration time, which for greater certainty was at 5 p.m. Toronto time on April 21, 2026.
The full details of the SIB are described in the offer to purchase and issuer bid circular dated March 16, 2026, as well as the related letter of transmittal and notice of guaranteed delivery, copies of which were filed and are available under the company's profile on SEDAR+. Any questions or requests for information regarding the SIB may be directed to the depositary, at 1-800-387-0825 (toll-free in North America), 416-682-3860 or shareholderinquiries@tmx.com, or to the dealer manager, at altussib@rbccm.com.
Shareholders are strongly urged to carefully read the offer documents and related documents filed with securities regulatory authorities, as they may be amended from time to time, because they contain important information.
We seek Safe Harbor.
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