Altus Group Announces Commencement of Substantial Issuer Bid

Executive Summary

• Altus Group Limited announced the commencement of its previously disclosed C$350 million Substantial Issuer Bid, offering to repurchase and cancel up to C$350 M of common shares.
• The SIB runs from 26 Nov 2025 until 8 Jan 2026 (subject to extension) and will be conducted via a modified Dutch auction with price range C$50.00‑C$57.00 per share.
• The bid is funded entirely with cash on hand; RBC Capital Markets serves as financial advisor and dealer manager, TSX Trust Company as depositary.

Key Details

• Bid Size: Up to C$350 million (approximately 10% of outstanding shares).
• Auction Mechanics:
• Shareholders may submit:
  1. Auction tender – specify price between C$50.00 and C$57.00 in C$0.25 increments.
  2. Purchase‑price tender – no price specified; shares priced at the minimum auction price (C$50.00).
  3. Proportionate tender – to maintain existing ownership percentage after the SIB.
• Price Range Premium: 0.40 % to 14.46 % above the closing price on 19 Nov 2025. Historical 12‑month range: C$43.84 – C$63.07.
• Share Count (as of 25 Nov 2025): 3,222,129 shares issued and outstanding (net of 79,328 escrowed).
• Key Shareholder Participation:
• Jarislowsky Fraser Global Investment Management (≈13.19% ownership) will make a proportionate tender to keep its stake unchanged.
• No directors or officers intend to participate.
• Purchase‑Price Determination: The final price will be the lowest price within the C$50.00‑C$57.00 band that allows Altus to purchase all validly tendered shares without exceeding the “Auction Tender Limit Amount.” Shares tendered above the final price are returned.
• Proration Rules: If aggregate tenders exceed the limit, purchases will be prorated on a pro‑rata basis (odd‑lot holders exempt).
• Regulatory Filings: Offer documents (circular, transmittal letter, etc.) filed with Canadian securities regulators and to be posted on SEDAR+.
• Advisors & Depositary:
• RBC Capital Markets – financial advisor & dealer manager.
• TSX Trust Company – depositary for the SIB.
• Liquidity Opinion: RBC Capital Markets provided an opinion confirming a liquid market for Altus shares both pre‑ and post‑SIB.
• Board Position: Board believes the SIB is in the best interests of the company and shareholders, given cash resources and perceived undervaluation of the stock.

Notable Quotes

(No direct CEO/President quotes were included in the release.)