Mr. Matthew Proud reports

DYE & DURHAM PROVIDES PROGRESS UPDATE REGARDING DEBT PROFILE AND STRATEGIC REVIEW

Dye & Durham Ltd. has provided an update regarding its progress on its previously announced deleveraging plan.

"Today's update highlights the significant progress we are making towards achieving our stated goal of reducing our leverage ratio as quickly as possible, to less than four times total net debt to adjusted EBITDA [earnings before interest, taxes, depreciation and amortization]," said Matthew Proud, Dye & Durham chief executive officer. "While our strategic review of non-core assets is moving ahead at a good pace, we've also taken important steps to further strengthen our balance sheet and to appoint a global-grade leader to our Canadian financial services business to build on its growth momentum."

Increases fixed rate debt as a proportion of total debt

First, the company has entered into a $250-million interest rate swap (IRS) to manage its exposure to interest rate fluctuations on the company's credit facility. With the IRS, 41 per cent of the company's debt is now on a fixed rate, an increase from 24 per cent previously, which reduces the volatility of the company's debt servicing costs. Based on current rates, the company's weighted average interest rate on total debt is 9.4 per cent.

Appointment of CEO of Canadian financial services infrastructure business

Second, the company has appointed John Robinson as the chief executive officer of its Canadian financial services infrastructure business, effective immediately. The Canadian financial services infrastructure business is one of the company's non-core assets, which is subject to its previously announced strategic review.

Mr. Robinson's previous positions include president of Dye & Durham Canada, as well as Dye & Durham's global chief operating officer, and global people and commercial officer. In this new role, Mr. Robinson will lead the company's Canadian financial services infrastructure business and focus on achieving its strategic growth objectives.

"We are extremely excited to announce that John has agreed to lead our Canadian financial services infrastructure business," Mr. Proud said. "His extensive industry experience and expertise, as well as his existing knowledge and understanding of our business make John the ideal choice for this role."

Upsizing and extension of substantial issuer bid

Finally, Dye & Durham announced that it has upsized and extended its existing substantial issuer bid to purchase for cancellation a portion of its issued and outstanding 3.75 per cent senior unsecured convertible debentures due March 1, 2026 (the original debentures). The offer is part of Dye & Durham's plan, first announced on Oct. 20, 2023, to improve the flexibility of its balance sheet and reduce its convertible debt.

Pursuant to the amendment and extension, the terms of which are set out in a notice of variation and extension dated Dec. 7, 2023, the company has offered to acquired up to $100-million aggregate principal amount of the original debentures on the basis of, and at the election of the holder, for each $1,000 principal amount of original debentures: (a) $753 in cash (increased from $750), subject to an aggregate maximum of $36,144,000; (b) $1,250 principal amount of 6.50 per cent senior unsecured extendible convertible debentures due Nov. 1, 2028 (the new debentures), subject to an aggregate maximum of $65-million; or (c) a combination of cash and new debentures. In addition, the company has extended the expiry date of the offer to 5 p.m. (ET) on Jan. 5, 2024, unless further extended, varied or withdrawn by the company.

In connection therewith, the company has entered into a written agreement with Canaccord Genuity Corp. to extended the initial maturity date its outstanding new debentures from Dec. 22, 2023, to Jan. 12, 2024, or, if earlier, the date on which the company delivers to the debenture trustee a notice declaring that the company will not be proceeding with the offer.

All other terms of the offer remain unchanged. Details of the offer, including instructions for tendering original debentures, are included in the formal offer to purchase and issuer bid circular dated Nov. 1, 2023, as amended by the notice of variation (the notice of variation, together with the with the offer to purchase, the letter of transmittal and the notice of guaranteed delivery, the offer documents). The notice of variation will be mailed to debentureholders, filed with applicable Canadian securities regulatory authorities and made available without charge on SEDAR+. Debentureholders should carefully read the offer documents prior to making a decision with respect to the offer.

About Dye & Durham Ltd.

Dye & Durham provides premier practice management solutions, empowering legal professionals every day, delivers vital data insights to support critical corporate transactions, and enables the essential payment infrastructure trusted by government and financial institutions. The company has operations in Canada, the United Kingdom, Ireland, Australia and South Africa.

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