CGI Issues Clarification Regarding Majority Shareholdings
NEWS RELEASE TRANSMITTED BY CANADIAN CORPORATE NEWS
FOR: CGI GROUP INC.
TSE SYMBOL: GIB.A NYSE SYMBOL: GIB
OCTOBER 14, 1998
MONTREAL, QUEBEC--In regards to information published earlier
today in a media report, CGI would like to clarify that its three
majority shareholders (Serge Godin, Jean Brassard and Andre
Imbeau) have exchanged some CGI shares for shares of BCE. Serge
Godin, Chairman and Chief Executive Officer of CGI, Jean Brassard,
President and Chief Operating Officer and Andre Imbeau, Executive
Vice-President and Chief Financial Officer, have exchanged 8.6
percent of their joint holding in Class B multiple voting shares
of CGI for shares of BCE Inc. This share exchange was completed on
September 3, 1998 in accordance with the terms of CGI's
transaction with BCE effective July 1, 1998.
The transaction with BCE, which was approved by CGI shareholders
on June 29, 1998, provides for the majority shareholders of CGI to
exchange 20 percent of their holdings in Class B shares over a
four-year period, 30 percent in the fifth year, and the remainder
during the sixth year. "The share exchange was made to strengthen our business
relationship with BCE," said Mr. Godin. "The transaction with BCE
has helped position CGI to become a world-class player in IT
services and we are committed to realizing the company's full potential."
As part of this agreement, CGI acquired Bell Sygma Telecom
Solutions and Bell Sygma International and signed a ten-year
outsourcing agreement with Bell Canada valued at Cdn$4.5 billion,
in exchange for 17.2 million of its First Preferred shares, Series
6, at Cdn$11.49 per share, convertible one for one into Class A
subordinate voting shares for an aggregate amount of Cdn$197.6 million.
As of September 3, 1998, the majority shareholders hold a total of
16,093,564 Class A and B shares of CGI. Their joint voting
interest represents 54.9 percent compared with 60 percent prior to
the share exchange and their equity interest stands at 12.1
percent, compared with 13.1 percent. BCE's equity interest in CGI
totals 43.4 percent, up from 42.3 percent and its voting interest
in CGI totals 24.6 percent, up from 19.5 percent prior to the share exchange.
As a result of the share exchange, CGI's three majority
shareholders jointly hold 878,045 common shares of BCE. Godin
added that in separate transactions closed August 26 and September
2, 1998, he acquired a total of 122,000 publicly-traded Class A
shares of CGI at an average price of Cdn$24.40 per share, for a
total consideration of approximately Cdn$3 million.
CGI is the largest independent information technology consulting
firm in Canada and the sixth largest in North America. It provides
end-to-end IT services and business solutions to some 2,000
clients in Canada, the United States and in 20 countries around
the world. CGI has more than 7,500 professionals, an annualized
revenue-run rate of Cdn$1.2 billion and an order backlog totalling
approximately Cdn$6.5 billion. CGI's shares trade on the New York
Stock Exchange (GIB) as well as The Montreal Exchange and the
Toronto Stock Exchange (GIB.A), where they are included in the TSE
300 Composite and TSE 200 indexes. Website address: www.cgi.ca.
All statements contained in this or any other press release of CGI
Group Inc., or in any document filed by the Company with the U.S.
Securities and Exchange Commission, or in any other written or
oral communication by or on behalf of the company, that do not
directly and exclusively relate to historical facts, constitute
«forward looking statements» within the meaning of the U.S.
Private Securities Litigation Report Act of 1995. These statements
represent the Company's expectations and beliefs, and no assurance
can be given that the results described in such statements will beachieved.
This press release may contain forward looking statements that
involve a number of risks and uncertainties, including statements
regarding the outlook for the company's business and results of
operations. There are a number of factors that could cause actual
results to differ materially from those indicated. Such factors
include, without limitation, the various factors set forth in the
Company's annual report or Form 40F filed with the SEC and its
Annual Information Form filed with Canadian securities
commissions, which important factors are included here by reference. |
