GMP Capital Shareholders Overwhelmingly Approve RGMP Transaction and Elect Board of Directors

TORONTO, Oct. 6, 2020 /CNW/ - 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.

The table below shows the percentage ownership for all three of GMP's common shareholder groups following the $40 million common share buyback announced on September 28, 2020. The share buyback will commence prior to the closing of the RGMP Transaction.

Common Shareholder Group	Common Share Ownership (%)^1
GMP Minority Shareholders	25.58%
Richardson Financial Group Limited	43.77%
RGMP Investment Advisors and Employees	30.65%
Total	100.00%

1.	Assumes the $40 million substantial issuer bid is fully subscribed.

Hartley T. Richardson, President & Chief Executive Officer, James Richardson & Sons, Limited, added, "We are very pleased to continue our support and commitment to the long-term success of GMP, a firm that has successfully transformed itself to focus exclusively on serving the complete wealth management needs of Canadian families with Richardson Wealth being the foundational centerpiece of that strategy. As a significant shareholder (through our ownership of Richardson Financial Group Limited), we look forward to working alongside public and employee shareholders to continue the success we have enjoyed in the financial services industry for over 90 years."

Kishore Kapoor, Interim President and CEO of GMP Capital Inc, commented, "We are pleased with the overwhelming support we received from our valued shareholders, who joined investment advisors representing 99% of client assets and our 870 employees in this strong vote of confidence in our growth strategy. The RGMP Transaction was the final major milestone of a three-year journey to transform GMP into a leading wealth management-focused firm. We are now entering a new era of growth and our top priority is to move quickly to close the RGMP Transaction and drive onward to capitalize on the considerable opportunities in the multi-trillion wealth management industry in Canada."

Added Kapoor, "We would like to thank the countless number of people who contributed to the success of the RGMP Transaction, particularly our board of directors, valued shareholders, investment advisors, employees, partners and strategic advisors, including Stikeman Elliot LLP, Goodmans LLP, Osler, Hoskin & Harcourt LLP, RBC Capital Markets, Cormark Securities, Ernst & Young, Kingsdale Advisors and Longview Communications and Public Affairs."

Andrew Marsh, President and CEO of Richardson Wealth, commented "On behalf of Neil Bosch, Marc Dalpé and everyone at Richardson Wealth, I want to thank GMP's shareholders for their strong vote of confidence, a vote for growth.  The timing to unlock value for all stakeholders was right, the strategic rationale was never in question and the value proposition is extremely compelling.  Our focus now turns toward delivering on our promise to clients, shareholders and our investment advisors, and that is to build a dominant wealth management platform serving the needs of high net worth Canadians across the entire household balance sheet."

Following the completion of the RGMP Transaction, GMP will be renamed RF Capital Group Inc. with branding expected to be in place by January 1, 2021.

Select Voting Results from the Meeting

The total number of common shares represented by shareholders present or by proxy at the Meeting was 56,882,082, representing 75.4% of the Company's outstanding common shares. The voting results for the Election of Directors and RGMP Transaction resolutions were as follows:

1.  Election of Directors

Each of the six nominees listed in the Circular was elected to serve as a director of GMP until the next annual meeting or until his or her successor is elected or appointed:

Nominee	Votes For	% of Votes For	Votes Withheld	% of Votes Withheld
David G. Brown	53,944,648	94.84%	2,937,434	5.16%
Marc Dalpé	54,901,156	96.52%	1,980,926	3.48%
David C. Ferguson	54,901,170	96.52%	1,980,912	3.48%
Kishore Kapoor	53,935,910	94.82%	2,946,172	5.18%
Julie A. Lassonde	55,433,734	97.45%	1,448,348	2.55%
Donald A. Wright	55,430,734	97.45%	1,451,348	2.55%

2.  The RGMP Transaction

Common shareholders voted to approve the RGMP Transaction to consolidate 100% ownership of Richardson GMP Limited under GMP. Among those voting in favour of the RGMP Transaction were investment advisors representing 99% of Richardson GMP's assets under administration and our employee shareholders:

	Votes For^2	% of Votes For	Votes Withheld	% of Votes Withheld
	36,515,133	94.95%	1,943,874	5.05%

2.	18,423,075 votes have been excluded from the total vote representing the votes cast by Interested Shareholders pursuant to MI 61-101.

Final voting results on all matters voted on at the Meeting held on October 6, 2020, can be accessed at www.gmpcapital.com and on SEDAR at www.sedar.com.

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. 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.  The forward-looking information contained herein is expressly qualified in its entirety by this cautionary statement.

The forward-looking statements included in this press release, including statements regarding the RGMP Transaction, the nature of GMP's growth strategy going forward and execution of any of its potential plans, are not guarantees of future results and involve numerous risks and uncertainties that may cause actual results to differ materially from the potential results discussed in the forward-looking statements.  In respect of the forward-looking statements and information concerning the consolidation of 100% of ownership in Richardson GMP, and the Company's strategy going forward, management has provided same based on reliance on certain assumptions it considers reasonable at this time including the timing of the completion of any transaction involving Richardson GMP and that any conditions precedent can be satisfied.  Accordingly, readers should not place undue reliance on the forward-looking statements and information contained in this news release.

Risks and uncertainties related to the RGMP Transaction include, but are not limited to: failure of GMP and RFGL to obtain the required shareholders and regulatory approvals for, or satisfy other conditions to effect, the RGMP Transaction; the risk that the RGMP Transaction may involve unexpected costs, liabilities or delays; the risk that, prior to or as a result of the completion of the RGMP Transaction, the business of GMP and/or Richardson GMP may experience significant disruptions, including loss of clients or employees due to transaction related uncertainty, industry conditions or other factors; risks relating to employee retention; the risk that legal proceedings may be instituted against GMP or Richardson GMP; risks related to the diversion of management's attention from GMP's ongoing business operations; and risks related to the COVID-19 global pandemic.  For a description of additional risks that could cause our actual results to materially differ from our current expectations, see the "Risk Management" and "Risk Factors" sections of GMP's most recent Annual and Interim MD&A and the "Risk Factors" section in the Company's AIF. For additional information on the risk factors related to the RGMP Transaction, see "The RGMP Transaction – Reasons for the RGMP Transaction" and "Risk Factors" in the Management Information Circular. Material assumptions and factors underlying the forward-looking information in this press release include, but are not limited to, those set out in "Business Environment – Outlook" in GMP's most recent Annual and Interim MD&A. GMP's most recent Annual and Interim MD&A and the Management Information Circular are filed under the Corporation's profile on SEDAR at www.sedar.com.

Although forward-looking information contained in this press release is provided based on management's reliance on certain assumptions it considers reasonable, there can be no assurance that such expectations will prove to be correct. Certain statements included in this press release may be considered a "financial outlook" for purposes of applicable Canadian securities laws, and as such, the financial outlook may not be appropriate for purposes other than this press release. Readers should not place undue reliance on the forward-looking statements and information contained in this press release. When relying on forward-looking statements to make decisions, readers should carefully consider the foregoing factors, the list of which is not exhaustive. 

The forward-looking information contained in this press release is made as of the date of this press release, and should not be relied upon as representing GMP's views as of any date subsequent to the date of this press release. Except as required by applicable law, Management and the Board 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 currently operates through two business segments: Operations Clearing and Wealth Management; and a corporate segment.  Operations Clearing provides carrying broker services to Richardson GMP and other third parties, including trade execution, clearing, settlement, custody, and certain other middle- and back-office services, and other expenses associated with providing such services. Wealth Management consists of GMP's non-controlling ownership interest in Richardson GMP. Richardson GMP, one of Canada's largest independent wealth management firms, 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, Managing Director, Investor Relations, 145 King Street West, Suite 200, Toronto, Ontario M5H 1J8, Tel: [phone]; [email protected] or [email protected]

Related Links

http://gmpcapital.com/