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GMP Announces Final Results of Substantial Issuer Bid

TORONTO, ON. (November 23, 2020) – GMP Capital Inc. (recently re-named RF Capital Group Inc.) (the “Company”) (TSX: GMP) announced today the final results of its previously announced substantial issuer bid (“SIB”) to purchase up to 16,528,926 of the Company’s outstanding common shares (“Common Shares”) at $2.42 per Common Share for an aggregate purchase price of approximately $40 million. The SIB expired at 5:00 p.m. (Eastern time) on November 18, 2020.

Based on a final count by AST Trust Company (Canada), as depositary for the SIB (the “Depositary”), the Company has taken up and purchased for cancellation 16,528,926 Common Shares at the purchase price of $2.42 per Common Share for an aggregate purchase price of approximately $40 million.

The number of Common Shares purchased under the SIB represent approximately 21.9% of the Common Shares issued and outstanding prior to the commencement of the SIB, and 9.4% of the Common Shares issued and outstanding after giving effect to the previously announced consolidation of 100% of the ownership of Richardson Wealth Limited (formerly Richardson GMP Limited) under the Company, which closed on October 20, 2020. After giving effect to the cancellation of the Common Shares purchased, 159,380,123 Common Shares will be issued and outstanding.

An aggregate of 42,385,834 Common Shares were validly tendered and not withdrawn pursuant to the SIB.  As a result of the SIB having been oversubscribed, shareholders who tendered Common Shares to the SIB will have the number of Common Shares prorated to approximately 39% of their successfully tendered Common Shares (other than “odd lot” tenders, which are not subject to proration).

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GMP Announces New Name and Ticker Symbol Change to RF Capital Group Inc. (TSX: RCG)

Toronto, November 23, 2020 – GMP Capital Inc. today announced that it has changed its corporate name to RF Capital Group Inc. (“RF Capital” or the “Company”) to align better with the Company’s multi-year transformation and new strategic focus in wealth management, including the recent consolidation of 100% of the ownership in Richardson Wealth under the Company. The Company’s shareholders approved the name change at a special meeting of shareholders held virtually on October 6, 2020.

The Company’s common and preferred shares will commence trading on the Toronto Stock Exchange under the new name, ticker symbols and new CUSIP/ISIN numbers, effective November 24, 2020. The Company's new corporate website will be located at www.rfcapgroup.com.

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GMP Capital Announces Preliminary Results of Substantial Issuer Bid

TORONTO, ON. (November 19, 2020) – GMP Capital Inc. (“GMP” or the “Company”) (TSX: GMP) announced today the preliminary results of its previously announced substantial issuer bid (“SIB”) to purchase up to 16,528,926 of GMP’s outstanding common shares (“Common Shares”) at $2.42 per Common Share for an aggregate purchase price of approximately $40 million. The SIB expired at 5:00 p.m. (Eastern time) on November 18, 2020.

In accordance with the terms and conditions of the SIB and based on the preliminary count by AST Trust Company (Canada), as depositary for the SIB (the “Depositary”), GMP expects to take up and purchase for cancellation 16,528,926 Common Shares at the purchase price of $2.42 per Common Shares for an aggregate purchase price of approximately $40 million.

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Richardson GMP is now Richardson Wealth

Toronto, November 16, 2020 – GMP Capital Inc. (GMP or the Company) (TSX: GMP) announced today that effective immediately, Richardson GMP Limited, now a wholly-owned subsidiary of the Company, will carry on business under the name Richardson Wealth and Patrimoine Richardson in the anglophone and francophone markets, respectively.  

Recognized as one the leading independent wealth management firms in Canada and a Great Place to Work™, Richardson Wealth will build on the 90-year history of the Richardson brand in financial services to capitalize on opportunities in a dynamic and fast-expanding wealth management industry that is expected to grow to $7.7 trillion by 2028, up 75% from approximately $4.4 trillion currently. 

  • New name and logo ushers in a new era of growth
  • Building on history of success in financial services

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GMP Reports Third Quarter 2020 Results

Toronto, November 6, 2020 - GMP Capital Inc. (GMP) (TSX: GMP) today reported a net loss from continuing operations of $5.8 million in third quarter 2020 compared with a net loss of $8.1 million in third quarter 2019.  The net loss in the third quarter 2020 included $2.4 million and $1.5 million in costs incurred in connection with the Company’s contested annual and special shareholder meeting (“Proxy Contest Costs”) and other professional fees related to the closing of the RGMP Transaction (“RGMP Transaction Costs”), respectively.

“The results for the quarter were affected by significant one-time costs incurred in connection with the milestone transaction to consolidate 100% of our wealth management business,” said Kish Kapoor, President and Chief Executive Officer, GMP. “With that behind us, and with the strong support of all our investment advisors who have responsibility for managing $28.9 billion in client assets, we are now focusing exclusively in serving our 32,000 clients across Canada, recruiting top advisors and pursuing other growth strategies to strengthen our leadership position in wealth management.”

Commenting further, Mr. Kapoor said, “While it has been a long and difficult journey to get here, we are confident that we are well-positioned to create sustainable value for our clients and shareholders for generations to come.”

Following the closing of the RGMP Transaction, Richardson GMP became a wholly owned subsidiary of the Company.  Richardson GMP reported revenues and adjusted EBITDA1 of $199 million and $31.4 million for the nine months ended September 30, 2020, respectively. This compares with $204 million in revenues and $36.8 million in adjusted EBITDA1 in the corresponding period in 2019. In the fourth quarter 2020, we will account for these results using the acquisition method.

  • Ushers in a new era of growth in wealth management with completion of RGMP Transaction
  • Richardson GMP AUA1 of $28.9 billion as at September 30, 2020
  • Company to be re-named RF Capital Group Inc. and to trade on the TSX under ticker symbol “RCG”
  • Resumed payment of quarterly preferred share dividends
  • Commences $40 million substantial issuer bid at $2.42 per Common Share

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GMP Completes Consolidation of Richardson GMP and Board Appoints Kish Kapoor as President and CEO

Toronto, October 20, 2020 - GMP Capital Inc. (“GMP” or the “Company”) (TSX: GMP) announced today that it has completed the Company’s previously announced transaction (the “RGMP Transaction”) to consolidate 100% ownership of Richardson GMP Limited (“RGMP”) under GMP.  With immediate effect at closing, GMP’s board of directors (the “Board”) appointed Kish Kapoor as President and Chief Executive Officer, removing his interim title. Mr. Kapoor was named Interim President and Chief Executive Officer in August 2019 and was given a mandate to complete the sale of the Company’s former capital markets business and prepare the Company for the RGMP Transaction.  

  • Creates a wealth management-focused company with national scale, a proven brand, the best advisors and a strong balance sheet
  • Announces name change and stock ticker symbol change to RF Capital Group Inc. (TSX: RCG)
  • GMP’s board of directors approved resumption of quarterly preferred share dividend, including payment of accrued and unpaid dividends

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GMP Announces Third Quarter 2020 Earnings Release Date

TORONTO, ON. (October 15, 2020) – GMP Capital Inc. (GMP) (TSX: GMP) intends to release its third quarter 2020 financial results on Friday, November 6, 2020, at approximately 6:00 a.m. (EST).

THIRD QUARTER 2020 CONFERENCE CALL AND WEBCAST

A conference call and live audio webcast to discuss GMP’s third quarter results will be held that morning at 10:00 a.m. (EST).  The call will be open to the public. Interested parties are invited to access the quarterly conference call on a listen-only basis by dialing 416-406-0743 or 1-800-898-3989 (toll free), followed by a participant password: 1144015#. The conference call will also be accessible that morning as a live audio webcast through the Investor Relations section of our website at https://www.gmpcapital.com/Investor-Relations/Quarterly-Information.

A recording of the conference call will be available until Sunday, December 6, 2020, by dialing 905-694-9451 or 1-800-408-3053 (toll free) and entering access code 6386356#. The webcast will be archived at https://www.gmpcapital.com/Investor-Relations/Quarterly-Information.

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GMP Announces Commencement of Substantial Issuer Bid

TORONTO, ON. (October 13, 2020) – GMP Capital Inc. (“GMP” or the “Company”) (TSX: GMP) announced today the commencement of its previously announced substantial issuer bid (“SIB”) under which the Company will purchase up to 16,528,926 of its outstanding common shares (“Common Shares”) at $2.42 per Common Share for an aggregate purchase price of approximately $40 million.

The SIB will expire at 5:00 p.m. (Eastern time) on November 18, 2020, unless extended or withdrawn by the Company. Other than customary conditions, the only condition for take-up will be the closing of the Company’s previously announced consolidation of 100% of the ownership of Richardson GMP Limited under GMP (the “RGMP Transaction”). The SIB is not conditional upon any minimum number of Common Shares being tendered.

If more than 16,528,926 Common Shares are validly deposited under the SIB, then the deposited Common Shares will be purchased on a pro rata basis according to the total number of Common Shares validly deposited under the SIB (subject to certain exceptions for “odd lot” holders).

The directors and management of the Company have advised that they do not intend to tender shares under the SIB. Pursuant to the terms of a previously announced settlement agreement disclosed on September 28, 2020, Richardson Financial Group Limited, which based on publicly available information holds 18,170,575 Common Shares, has agreed to not to tender to the SIB. In addition, no Common Shares issued in connection with the RGMP Transaction will be permitted to be deposited under the SIB. As a result, the full $40 million will be available to minority GMP common shareholders.

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GMP Shareholders Overwhelmingly Approve RGMP Transaction and Elect Board of Directors

Toronto, October 6, 2020 - GMP Capital Inc. (“GMP” or the “Company”) (TSX: GMP) is pleased to announce that with respect to its 2020 annual and special meeting of shareholders held earlier today (the “Meeting”), all of the resolutions were duly passed, including 95% of minority shareholders represented at the Meeting voting in favour of the RGMP Transaction and in excess of 94% FOR each of our director nominees.  

Based on this overwhelming support, the Company can now move forward with its wealth management-focused growth strategy as the Company strives to make Richardson GMP (soon to be renamed Richardson Wealth and Patrimoine Richardson in the anglophone and francophone markets, respectively) the destination of choice for Canada’s top advisors, who share a similar entrepreneurial spirit, independent culture and philosophy to deliver unparalleled face-to-face advice to Canadians opting for non-bank points of access for holistic wealth management solutions. The Company currently expects the RGMP Transaction to be completed within the next 30 days, subject to customary closing conditions.

Don Wright, Chair of the board, stated, “Today’s vote is a powerful statement in support of our growth strategy and, equally as important, validates we have the right leadership, the best advisors and a powerful brand in place to execute our strategy to set GMP and Richardson Wealth on the best path to create long-term value for shareholders. We are also appreciative of Richardson Financial Group Limited’s unwavering commitment and continued support to the long-term success of GMP and Richardson Wealth, including agreeing to put their name on the door.” 

Following the closing of the RGMP Transaction, the Company will have 164 investment advisory teams serving 32,000 clients out of 19 locations across Canada and approximately $29 billion in client assets under administration.

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Leading Independent Advisory Firms Vote “FOR” All Matters to be Voted on at GMP's October 6 Annual and Special Meeting

Toronto, September 30, 2020 - GMP Capital Inc. (“GMP” or the “Company”) (TSX: GMP) today announced that Institutional Shareholder Services Inc. ("ISS") and Glass Lewis & Co. ("Glass Lewis"), have each recommended that GMP shareholders vote FOR for all proposed resolutions at the Company’s October 6, 2020 annual and special meeting of common shareholders (the “Meeting”), including the amended transaction (the "RGMP Transaction") to consolidate 100% ownership of Richardson GMP Limited under GMP.  As previously confirmed, the Meeting will be in a virtual only format.

In reaching its independent recommendation that shareholders vote FOR the RGMP Transaction Resolution, ISS noted, among other things, that:

“The rationale behind the RGMP Transaction appears sound as it will allow the restructured company to focus on the opportunities in the wealth management industry, which may offer the greatest potential for long-term value creation for shareholders.”

As part of its analysis, Glass Lewis stated the following: “The transaction agreement is also subject to approval by a majority of votes cast by GMP shareholders excluding RFGL and certain other related parties required to be excluded pursuant to applicable securities regulations.  We believe this majority of the minority voting provisions serves an important role in protecting the interests of minority shareholders in related-party transactions.  Overall, we find that the board appears to have taken appropriate steps to address potential conflicts and to represent the interests of independent GMP Shareholders.”

 

Furthermore, Glass Lewis' analysis stated that: “overall, we find that the proposed transaction appears strategically and financially reasonable to GMP and its shareholders.  Based on these factors and the support of the board, we believe the proposed transaction is in the best interests of shareholders.”

If GMP shareholders have any questions or require assistance with voting your proxy, please contact the Company’s strategic shareholder advisor and proxy solicitation agent, Kingsdale Advisors, at 1-866-879-7644 toll free in North America, or call collect outside North America at 1-416-867-2272 or by email at contactus@kingsdaleadvisors.com.


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