Altus to proceed with modified Dutch buyback auction

Executive Summary

• Altus Group Ltd. has received exemptive relief from the Ontario Securities Commission (OSC) regarding its ongoing substantial issuer bid (SIB) to repurchase up to $350 million in common shares.
• The relief allows Altus Group to bypass specific regulatory requirements regarding proportionate take-up and disclosure, enabling shareholders to tender shares via a "proportionate tender" mechanism and allowing the company to extend the bid without first taking up all deposited shares.
• The SIB utilizes a modified Dutch auction structure with a price range of $50.00 to $57.00 per share and remains open for acceptance until 5 p.m. Toronto time on January 8, 2026.

Key Details

• Regulatory Action: The OSC granted an exemptive relief order on December 12, 2025, exempting Altus Group from:
  • Requirements to take up and pay for shares proportionately according to the number of shares deposited by each shareholder.
  • Disclosure requirements regarding proportionate take-up and payment in the issuer bid circular.
  • Restrictions on extending the issuer bid if all terms and conditions have been complied with or waived (unless the issuer first takes up all securities deposited and not withdrawn).
• Transaction Structure: The SIB is conducted via a "modified Dutch auction" with three tender methods:
  • Auction Tender: Shareholders specify a number of shares and a price within the $50.00–$57.00 range (in $0.25 increments).
  • Purchase Price Tender: Shareholders specify a number of shares but do not set a price; shares are purchased at the final determined price.
  • Proportionate Tender: Shareholders tender all held shares at the final determined price, with the understanding that Altus Group will only purchase enough shares to maintain the shareholder's proportionate ownership post-transaction.
• Pricing and Limits:
  • Maximum Value: Up to $350 million in value.
  • Price Range: $50.00 to $57.00 per share.
  • Final Price Determination: Upon expiry, Altus Group will determine the lowest price per share (between $50.00 and $57.00) that allows it to purchase all tendered shares (auction and purchase price tenders) without exceeding the "auction tender limit amount."
  • Auction Tender Limit Amount Calculation: $350 million less the product of ($350 million multiplied by the fraction of shares owned by shareholders making valid proportionate tenders divided by total shares outstanding).
• Conditions: The SIB is not conditional on a minimum number of shares being tendered but is subject to other conditions outlined in the formal offer documents filed with securities regulators.
• Timeline: The SIB is open until 5 p.m. Toronto time on January 8, 2026. Altus Group reserves the right to terminate or vary the SIB, including changing the aggregate purchase price or price range.
• Extension Status: As of the release date, Altus Group has not determined if it will extend the SIB. A decision will be made after determining the volume of shares tendered. If extended, a further news release will be issued.
• Advisers:
  • Financial Adviser/Dealer Manager: RBC Capital Markets.
  • Depositary: TSX Trust Company.

Notable Quotes

• "At this time, Altus Group has not yet determined if it will extend the SIB, and the expiration of the SIB remains the expiration date, which for greater certainty is 5 p.m. Toronto time on Jan. 8, 2026."