GMP Capital Inc. Announces Conversion Privilege of Cumulative 5-Year Rate Reset Preferred Shares, Series B

TORONTO, Feb. 23, 2016 /CNW/ - GMP Capital Inc. (the Corporation) (TSX: GMP) announced today that it does not intend to exercise its right to redeem all or any part of the currently outstanding Cumulative 5-Year Rate Reset Preferred Shares, Series B of the Corporation (the Series B Shares) on March 31, 2016 (the Conversion Date). There are currently 4,600,000 Series B Shares outstanding.

As a result and subject to certain conditions set out in the short form prospectus dated February 14, 2011 relating to the issuance of the Series B Shares, the holders of the Series B Shares have the right, at their option, to convert all or any of their Series B Shares, on a one-for-one basis, into Cumulative Floating Rate Preferred Shares, Series C of the Corporation (the Series C Shares) on the Conversion Date (the Conversion Privilege). A formal notice of the Conversion Privilege will be sent to the registered holder of the Series B Shares.

Holders who do not exercise their right to convert their Series B Shares into Series C Shares will continue to hold their Series B Shares and will have the opportunity to convert their shares again on March 31, 2021, and every five years thereafter as long as the shares remain outstanding.

The foregoing Conversion Privilege is subject to the following conditions: (i) if the Corporation determines that there would remain outstanding on the Conversion Date less than 1,000,000 Series C Shares, after taking into account all Series B Shares tendered for conversion into Series C Shares and all Series C Shares tendered for conversion into Series B Shares, then the holders of the Series B Shares will not be entitled to convert their shares into Series C Shares; and (ii) alternatively, if the Corporation determines that there would remain outstanding on the Conversion Date less than 1,000,000 Series B Shares, after taking into account all Series B Shares tendered for conversion into Series C Shares and all Series C Shares tendered for conversion into Series B Shares, then all, but not part, of the remaining outstanding Series B Shares will automatically be converted into Series C Shares on a one-for-one basis on the Conversion Date. In either case, the Corporation will give written notice to that effect to any registered holders affected by the preceding conditions of the Series B Shares no later than March 24, 2016.

The dividend rate applicable to the Series B Shares for the five-year period commencing on April 1, 2016 and ending on and including March 31, 2021, and the dividend rate applicable to the Series C Shares for the three-month period commencing on April 1, 2016 and ending on and including June 30, 2016, will be determined and announced by way of a press release on March 1, 2016.

Beneficial owners of Series B Shares who wish to exercise their Conversion Privilege should communicate as soon as possible with their broker or other nominee to obtain instructions for exercising such right during the conversion period, which runs from March 1, 2016 until 5:00 p.m. (Toronto time) on March 16, 2016.

The Series B Shares and the Series C Shares have not been and will not be registered under the U.S. Securities Act of 1933, as amended (the U.S. Securities Act) or the securities laws of the United States. Accordingly, the Series B Shares and the Series C Shares may not be offered or sold within the United States or to, or for the account or benefit of, U.S. persons, except pursuant to transactions exempt from registration under the U.S. Securities Act or under the securities laws of the applicable state. This press release does not constitute an offer to sell or a solicitation of an offer to buy any security.

FORWARD-LOOKING INFORMATION

This press release contains "forward-looking information" as defined under applicable Canadian securities laws. This information includes, but is not limited to, statements concerning our objectives, our strategies to achieve those objectives, as well as statements made with respect to management's beliefs, plans, estimates, projections and intentions, and similar statements concerning anticipated future events, results, circumstances, performance or expectations that are not historical facts. Specifically, this press release contains forward-looking information with respect to the Corporation, the Series B Shares and the Series C Shares, including but not limited to future conversions, redemptions and dividends. Forward-looking information generally can be identified by the use of forward-looking terminology such as "outlook", "objective", "may", "will", "expect", "intend", "estimate", "anticipate", "believe", "should", "plans" or "continue", or similar expressions suggesting future outcomes or events. Such forward-looking information reflects management's current beliefs and is based on information currently available to management.

Forward-looking information is not a guarantee of future performance and is subject to numerous risks and uncertainties, including those described in this press release. the Corporation's primary business activities are both competitive and subject to various risks. These risks include market, credit, liquidity, operational and legal and regulatory risks and other risk factors including, without limitation: variation in the market value of securities, volatility and liquidity of equity and fixed income trading markets, volume of new financings and mergers and acquisitions, dependence on key personnel and sustainability of fees. Other factors, such as general economic conditions, including interest rate and exchange rate fluctuations, may also have an effect on the Corporation's results of operations. Many of these risks and uncertainties can affect the Corporation's actual results and could cause its actual results to differ materially from those expressed or implied in any forward-looking information disclosed by management or on its behalf. Additional information about the risks and uncertainties of the Corporation's business and material factors or assumptions on which information contained in forward-looking statement is based is provided in its disclosure materials, including its most recent Management's Discussion and Analysis and Annual Information Form, filed with the applicable securities regulatory authorities in Canada and available at www.sedar.com.

Although forward-looking information contained in this press release is based upon what management believes are reasonable assumptions, there can be no assurance that actual results will be consistent with this forward-looking information. The forward-looking information contained in this press release is as of the date of this press release, and should not be relied upon as representing the Corporation's views as of any date subsequent to the date of this press release. Except as required by applicable law, management and the Corporation's board of directors undertake no obligation to publicly update or revise any forward-looking information, whether as a result of new information, future events or otherwise.

ABOUT GMP CAPITAL INC.
GMP is a leading independent diversified financial services firm headquartered in Toronto, Canada, providing a wide range of financial products and services to a global client base that includes corporate clients, institutional investors and high-net-worth individuals in two integrated reporting segments. The Capital Markets segment provides investment banking, including advisory and underwriting services, institutional sales and trading and research through offices located in Toronto, Montreal, Calgary, New York, Houston, Miami, Dallas, Hong Kong and Beijing. Wealth Management consists of GMP's non-controlling ownership interest in Richardson GMP Limited. Richardson GMP Limited, Canada's largest independent wealth management firm, is focused on providing exclusive and comprehensive wealth management and investment services delivered by an experienced team of investment professionals. GMP is listed on the Toronto Stock Exchange under the symbol "GMP". For further information, please visit our corporate website at gmpcapital.com.

SOURCE GMP Capital Inc.

GMP Capital Inc., Rocco Colella, Director, Investor Relations, 145 King Street West, Suite 300, Toronto, Ontario M5H 1J8, Tel: [phone]; Fax: [phone], [email protected] or [email protected]