Lumine Group Inc. Provides Update on Mandatory Conversion of its Preferred Shares and Special Shares

In accordance with the terms of the preferred shares and special shares (collectively, “Shares”) issued by Lumine Group Inc. (“Lumine Group” or the “Company”) in connection with Lumine Group’s spin-off into a separate public company last year, all of such Shares will be automatically converted into subordinate voting shares of the Company (“subordinate voting shares”) effective March 25, 2024 (the “Mandatory Conversion Date”) at their pre-determined conversion ratios. In connection with the mandatory conversion of the Shares, the holders thereof are entitled to receive all accrued but unpaid cumulative dividends on such shares accruing to the day before the Mandatory Conversion Date. The aggregate value of such dividends is estimated by the Company to be approximately US$87 million. Today, the Company announced that it expects to satisfy the payment of the dividend through the issuance of additional subordinate voting shares rather than cash. The decision to issue additional subordinate voting shares in satisfaction of the dividend was made by the Board of Directors of the Company, who has determined that it is in the best interests of the Company and of its shareholders to satisfy the dividend through the issuance of additional subordinate voting shares.

The number of additional subordinate voting shares to be issued in satisfaction of the dividend payment is not yet known and will be determined on the Mandatory Conversion Date, calculated in accordance with the terms of the Shares by using the higher of (i) the volume weighted average trading price of the subordinate voting shares for the 60 trading days preceding the Mandatory Conversion Date, and (ii) C$26.35 (being a 15% discount to the closing price of the subordinate voting shares on the date hereof, which is the lowest price permitted by the TSX Venture Exchange).

The issuance of the additional subordinate voting shares in satisfaction of the dividend payment is subject to the approval of the TSX Venture Exchange.

Forward Looking Statements

Certain statements herein may be “forward looking” statements that involve known and unknown risks, uncertainties and other factors that may cause the actual results, performance or achievements of Lumine Group or the industry in which it operates to be materially different from any future results, performance or achievements expressed or implied by such forward-looking statements. Forward looking statements involve significant risks and uncertainties, should not be read as guarantees of future performance or results, and will not necessarily be accurate indications of whether or not such results will be achieved. A number of factors could cause actual results to vary significantly from the results discussed in the forward looking statements. These forward looking statements reflect current assumptions and expectations regarding future events and operating performance and are made as of the date hereof and Lumine Group assumes no obligation, except as required by law, to update any forward looking statements to reflect new events or circumstances.

About Lumine Group Inc.

Lumine Group acquires, strengthens, and grows, vertical market software businesses in the communications and media industry. Learn more at www.luminegroup.com.  

For further information:

David NylandChief Executive OfficerLumine [e-mail]437-353-4910