GDI CEO Claude Bigras sells $17.3M shares while Birch Hill staying put

CPE News (4/15/2020) – GDI Integrated Facility Services Inc. (TSX: GDI), a portfolio company of Birch Hill Equity Partners, disclosed that Claude Bigras, President & CEO and Director, and Gestion Claude Bigras Inc. (Gestion CB), a private corporation controlled by Claude Bigras, have entered into an agreement with National Bank Financial Inc. and Desjardins Capital Markets to sell, in aggregate, 568,010 subordinate voting shares by way of private placement at $30.50 for gross proceeds of approximately $17.3 million.

Bigras currently owns 356,389 options directly and 3,346,089 multiple voting shares directly through Gestion CB. Bigras will convert 370,000 multiple voting shares into 370,000 subordinate voting shares and 198,010 options.

Following the closing of the private placement, Bigras will continue to own 158,379 options, Gestion CB will continue to own an aggregate of 2,976,089 multiple voting shares, representing approximately 13.8% of total number of issued and outstanding shares, and 13.1% of the voting rights attached to all of the issued and outstanding shares.

Birch Hill Equity Partner, through Birch Hill Equity Partners IV funds, continues to own 6,115,111 multiple voting shares and 312,496 subordinate voting shares, representing
30.0% of issued and outstanding shares, and 27.4% of the voting rights.

Van Berkom and Associates Inc. is GDI’s third-largest shareholder, controlling 1,847,603 subordinate voting shares, representing 8.6% of issued and outstanding shares, and 9.3% of the voting rights.

LaSalle, Québec based GDI Integrated Facility Services is a leading integrated commercial facility services provider which offers a range of services in Canada and the United States to owners and managers of a variety of facility types including office buildings, educational facilities, industrial facilities, healthcare establishments, stadiums and event venues, hotels, shopping centers, distribution facilities, airports and other transportation facilities.

photo credit: GDI

News Release

Sale of Shares by GDI Insiders

NOT FOR DISTRIBUTION TO U.S. NEWS SERVICES OR DISSEMINATION IN THE UNITED STATES

LASALLE, Quebec, May 15, 2020 (GLOBE NEWSWIRE) — GDI Integrated Facility Services Inc. (“GDI” or the “Corporation”) (TSX: GDI) announced today that Mr. Claude Bigras, President, Chief Executive Officer and Director of the Corporation, and Gestion Claude Bigras Inc. (“Gestion Claude Bigras”), a private corporation controlled by Mr. Claude Bigras, have entered into an agreement with National Bank Financial Inc. and Desjardins Capital Markets to sell, in aggregate, 568,010 subordinate voting shares in the capital of the Corporation by way of private placement.

Gestion Claude Bigras, which currently owns an aggregate of 3,346,089 multiple voting shares in the capital of the Corporation, representing approximately 15.6% of all of the issued and outstanding shares of the Corporation, agreed to convert 370,000 multiple voting shares into 370,000 subordinate voting shares, on a one-for-one basis, and to sell these subordinate voting shares (representing approximately 11.1% of its holding) at a gross price of $30.50 per share (the “Private Placement”).

As part of the Private Placement, Mr. Claude Bigras, which currently owns an aggregate of 356,389 options to purchase subordinate voting shares, agreed to exercise 198,010 options issued to him by the Corporation in accordance with GDI’s stock option plan and to sell, concurrently with the closing of the Private Placement, all the underlying subordinate voting shares issued in connection with the exercise of his options at a gross price of $30.50 per share.

Following the closing of the Private Placement, Claude Bigras will continue to own 158,379 options to purchase subordinate voting shares and Gestion Claude Bigras will continue to own an aggregate of 2,976,089 multiple voting shares in the capital of the Corporation, representing approximately 13.8% of the Corporation’s total number of issued and outstanding shares, and 13.1% of the voting rights attached to all of the issued and outstanding shares of the Corporation. Gestion Claude Bigras has no other current plans to dispose of its remaining investment in the Corporation but may elect to further decrease its investment in the future based on market or other considerations, whether by way of sales on the market, by way of private placement or otherwise.

The decision to sell a portion of the shares owned directly or indirectly by Mr. Claude Bigras in the capital of the Corporation was made for financial diversification purposes. “Due to COVID-19, certain of my existing personal investments require additional funding,” stated Mr. Bigras. “I strongly believe in the long-term prospects of GDI and remain a significant shareholder with a commitment to help drive the business to the next level.”

The net proceeds of these sales will be paid directly to Mr. Claude Bigras and Gestion Claude Bigras. The Corporation will not receive any proceeds from these sales.

All trades are expected to close on or about May 22, 2020. Once these trades are settled, the total number of issued and outstanding shares of the Corporation will be 21,611,513, of which 9,091,200 will be multiple voting shares and 12,520,313 will be subordinate voting shares. An early warning report relating to the Private Placement will be filed on SEDAR under the Corporation’s profile at www.sedar.com. The Corporation’s head office is located at 695-90 Avenue, LaSalle, Québec, H8R 3A4. A copy of the early warning report described in this news release can be also obtained by contacting Stéphane Lavigne, Senior Vice-President and Chief Financial Officer at (514) 368-8690, extension 526. This news release is issued under the early warning provisions of the Canadian securities legislation.

ABOUT GDI

GDI is a leading integrated commercial facility services provider which offers a range of services in Canada and the United States to owners and managers of a variety of facility types including office buildings, educational facilities, industrial facilities, healthcare establishments, stadiums and event venues, hotels, shopping centers, distribution facilities, airports and other transportation facilities. GDI’s commercial facility services capabilities include commercial janitorial and building maintenance, the installation, maintenance and repair of HVAC-R, mechanical, electrical and building automation systems, as well as other complementary services such as janitorial products manufacturing and distribution. GDI’s subordinate voting shares are listed on the Toronto Stock Exchange (TSX: GDI). Additional information on GDI can be found on its website at www.gdi.com.

Source: GDI Integrated Facility Services Inc.
Stéphane Lavigne
Senior Vice-President and Chief Financial Officer
Phone: (514) 368-8690, extension 526