IBI changes consent fee offered to convertibles holders, moves meeting

By Jennifer Chiou

New York, May 27 - IBI Group Inc. announced changes to its consent solicitation in which it is asking holders to extend the maturity date of its 7% convertible subordinated debentures to June 30, 2019 from Dec. 31, 2014.

According to a company news release, debentureholders will now vote at a meeting at 10 a.m. ET on June 27 in Toronto, pushed back from May 28. All consent/proxy forms must be submitted before 5 p.m. ET on June 25.

In exchange for consents, the company is offering option A, a promissory note, or option B, a promissory note and reduced conversion price.

Option A is a consent fee consisting of an unsecured non-convertible promissory note equal to C$195.65 per C$1,000 principal amount of debentures, payable Dec. 31, 2016 and bearing interest at 7% per year and payable at maturity.

Option B is a consent fee consisting of an unsecured non-convertible promissory note equal to C$86.96 per C$1,000 principal amount of debentures, payable Dec. 31, 2016 and bearing interest at 7% per year and payable at maturity, and the reduction of the conversion price for the debentures to C$5.00 per common share from C$19.17 per common share.

The company said that the changes reflect feedback from holders of the debentures.

IBI also said that holders who either do not deposit a proxy, abstain from voting on the amendments or vote against the amendments will receive the benefit of the reduction of the conversion price to C$5.00 per share.

When the solicitation was announced earlier in the month, the consent fee was to be an unsecured, non-convertible promissory note equal to C$70 per C$1,000 principal amount of convertibles payable Dec. 31, 2016 and bearing interest at the rate of 7% per year and payable at maturity.

Under the original plan, if all debentureholders had voted for the extension, the principal amount of consent fee notes issued would have been C$3.22 million.

IBI Group is an architecture, planning, engineering and technology firm based in Toronto.

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