Exchange Bulletin

GDI Integrated Facility Services Inc. (GDI) To Trade On Toronto Stock Exchange


May 13, 2015

GDI Integrated Facility Services Inc. - An application has been granted for the original listing in the Industrial category of 22,908,042 subordinate voting shares (the “Subordinate Voting Shares”) of New GDI (as defined below), of which 10,724,252 will be issued and outstanding and 12,183,790 will be reserved for issuance upon completion of a public offering (the “Offering”) and an arrangement pursuant to Section 192 of the Canada Business Corporations Act (the “Arrangement”).

The Subordinate Voting Shares will be listed and posted for trading at the opening of business on Thursday, May 14, 2015 upon confirmation of the closing of the Offering and the Arrangement.

The foregoing results from the Arrangement expected to become effective prior to the opening of business on May 14, 2015, providing for, among other things, the acquisition of all of the issued and outstanding shares in the capital of GDI Integrated Facility Services Inc. (“GDI”) by Medwell Capital Corp. (“Medwell”) (currently listed on TSX Venture Exchange (“TSXV”) under the symbol “MWC”) and the liquidation of GDI into Medwell to form a single publicly-traded entity to be renamed “GDI Integrated Facility Services Inc.” (“New GDI”) that will carry on the business of GDI.

In connection with the Arrangement, the common shares of Medwell (the “Medwell Shares”) will be consolidated on the basis of one post-consolidation Medwell Share for every 10.4 pre-consolidation Medwell Shares. Please refer to TSXV bulletin dated May 13, 2015 for further details. Upon completion of the Offering and the Arrangement, the Medwell Shares will be redesignated as Subordinate Voting Shares. No fractional Subordinate Voting Shares shall be issued in connection with the Arrangement. The total number of Subordinate Voting Shares to be issued shall be rounded up to the nearest whole Subordinate Voting Share, in the event that a person would otherwise be entitled to a fractional share representing 0.5 or more of a Subordinate Voting Share and shall, without additional compensation, be rounded down to the nearest whole Subordinate Voting Share in the event that a person would otherwise be entitled to a fractional share representing less than 0.5 of a Subordinate Voting Share.

The Offering will be conducted under the book-based system. A purchaser of Subordinate Voting Shares will receive only a customer confirmation from the registered dealer from or through which the Subordinate Voting Shares are purchased and who is a CDS Clearing and Depository Services Inc. (‘‘CDS’’) depository service participant. No certificates will be issued to purchasers except in certain limited circumstances, and registration will be made in the depository service of CDS.

New GDI will be subject to the reporting requirements of Section 501 of the TSX Company Manual.

Additional information on the Subordinate Voting Shares may be found in the final prospectus dated May 6, 2015 (the “Prospectus”), which is available at www.SEDAR.com. Capitalized terms not otherwise defined herein are as defined in the Prospectus.

 

Stock Symbol: "GDI" CUSIP: 361569 20 5 Trading Currency: CDN$

 

Temporary Market Maker: National Bank Financial Inc.
Other Markets: The Medwell Shares have been listed on TSXV since February 7, 2011 and have been trading under the symbol “MWC”. The Medwell Shares will be delisted from TSXV upon commencement of trading of the Subordinate Voting Shares on Toronto Stock Exchange on May 14, 2015.
Head Office Address: 695, 90th Avenue
LaSalle, Québec H8R 3A4
Email Address: pierre.gagne@gdiservice.com
Website Address: www.gdiservice.com
Head Telephone Number: (514) 368-1504
Toll Free Number: 1 (888) 981-9761
Fax Number: (514) 368-2500
Investor Relations: Pierre Gagné
Tel.: (514) 368-1504
pierre.gagne@gdiservice.com
Incorporation: Following the completion of the Offering and the Arrangement, Medwell will be renamed ‘‘GDI Integrated Facility Services Inc.’’ and will be governed by the Canada Business Corporations Act.
Fiscal Year End: December 31
Chief Financial Officer: Pierre Gagné
Corporate Secretary: Marie-Claude Perreault
Nature of Business: New GDI is a janitorial services provider which offers a range of commercial cleaning services and other complementary services such as mechanical maintenance services, damage restoration services and janitorial and sanitation supplies to owners or managers of large property portfolios and large specialized facilities in Canada and the United States.
Transfer Agent & Registrar: Computershare Trust Company of Canada, at its principal offices in Montréal and Toronto.
Dividends: It is not contemplated by New GDI that any dividends or distributions will be declared in the immediate or foreseeable future following the completion of the Offering and the Arrangement.
Offering: Pursuant to the terms of the Prospectus, 9,400,000 Subordinate Voting Shares are being offered to the public at a price of $16 per Subordinate Voting Share by TD Securities Inc., National Bank Financial Inc., Desjardins Securities Inc., GMP Securities L.P., BMO Nesbitt Burns Inc., CIBC World Markets Inc., Scotia Capital Inc. and Merrill Lynch Canada Inc., as underwriters.