Altus Group announces Exemptive Relief from the Ontario Securities Commission in connection with its Substantial Issuer Bid

December 15, 2025

6 min read

Send this by

Copy Link

Altus Group Limited (“Altus Group” or the “Company”) (TSX: AIF), a leading provider of commercial real estate (“CRE”) intelligence, announced today that, in connection with its ongoing substantial issuer bid (the “SIB”) to purchase for cancellation up to C$350,000,000 in value of its common shares (the “Shares”), the Ontario Securities Commission (the “OSC”), as Altus Group’s principal regulator, has granted an exemptive relief order exempting Altus Group from complying with certain extension take up, proportionate take up and related disclosure requirements.

The SIB is being made by way of a “modified Dutch auction”, allowing shareholders who choose to participate in the SIB to tender Shares in three ways:

by making an auction tender pursuant to which they agree to tender a specified number of Shares to Altus Group at a specified price per Share (an “Auction Price”) within a price range of C$50.00 (the “Minimum Purchase Price”) and C$57.00 in increments of C$0.25 per Share (an “Auction Tender”);
by making a purchase price tender, pursuant to which they do not specify a price per Share, but rather agree to have a specified number of Shares purchased at the Purchase Price (as defined below) to be determined by the Auction Tenders (a “Purchase Price Tender”); or
by making a proportionate tender, pursuant to which they tender all of the Shares they hold, at the Purchase Price to be determined pursuant to the SIB, on the basis that Altus Group will only purchase such number of Shares so tendered that will result in the shareholders maintaining their proportionate Share ownership in Altus Group following the completion of the SIB (a “Proportionate Tender”).

Upon expiry of the SIB, Altus Group will determine the lowest price per Share (which will not be more than C$57.00 per Share and not less than C$50.00 per Share) that will enable it to purchase all of the Shares collectively tendered pursuant to Auction Tenders at Auction Prices less than or equal to that price and Purchase Price Tenders, having an aggregate purchase price that does not exceed the Auction Tender Limit Amount (as defined below) (the “Purchase Price”); provided that if the aggregate purchase price for Shares collectively tendered pursuant to Auction Tenders at Auction Prices equal to the Minimum Purchase Price and Purchase Price Tenders exceeds the Auction Tender Limit Amount, the Purchase Price will be the Minimum Purchase Price. The term “Auction Tender Limit Amount” means the amount equal to: (a) $350,000,000 less, (b) the product of (i) $350,000,000 and (ii) a fraction, the numerator of which is the aggregate number of Shares owned by shareholders making valid Proportionate Tenders, and the denominator of which is the aggregate number of Shares outstanding at the Expiration Date (as defined below).

The SIB is not conditional upon any minimum number of Shares being tendered. The SIB is, however, subject to other conditions described in the formal offer to purchase and issuer bid circular, letter of transmittal and notice of guaranteed delivery (collectively, the “Offer Documents”), filed by Altus Group with the applicable securities regulators and available under Altus Group’s SEDAR+ profile at www.sedarplus.ca.

The SIB is currently open for acceptance until 5:00 PM (Toronto time) on January 8, 2026 (such time on such date, the “Expiration Date”), unless withdrawn, extended or varied by Altus Group. Altus Group reserves the right (i) to terminate the SIB and not take up and pay for any Shares not theretofore taken up and paid for, upon the occurrence of certain conditions, and (ii) at any time or from time to time, to vary the SIB in any respect, including increasing or decreasing the aggregate purchase price for Shares that the Company may purchase or the range of prices it may pay pursuant to the SIB, subject to compliance with applicable Canadian and United States securities laws and regulations.

As described in the Offer Documents, Altus Group applied to the OSC for exemptive relief from the requirements under applicable securities laws: (i) to take up and pay for Shares deposited pursuant to the SIB proportionately according to the number of Shares deposited by each shareholder (the “Proportionate Take Up Relief”); (ii) to provide disclosure of the proportionate take up and payment of Shares under the SIB in Altus Group’s issuer bid circular in connection with the SIB (the “Proportionate Take Up Disclosure Relief”); and (iii) that an issuer bid not be extended if all the terms and conditions of the issuer bid have been complied with or waived unless the issuer first takes up all securities deposited under the issuer bid and not withdrawn (the “Extension Take Up Relief”, collectively, with the Proportionate Take Up Relief and the Proportionate Take Up Disclosure Relief, the “Issuer Bid Relief”). On December 12, 2025, the OSC granted Altus Group the Issuer Bid Relief, which permits shareholders to tender to the SIB via Proportionate Tenders and which will allow Altus Group to, subject to the conditions in the exemptive relief order, elect to extend the SIB without first taking up all the Shares deposited and not withdrawn under the SIB.

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 5:00 PM (Toronto time) on January 8, 2026. Altus Group will determine whether it will extend the expiration of the SIB beyond the Expiration Date once it determines how many Shares have been tendered (and not withdrawn) under the SIB, and considers all other relevant circumstances. In the event the SIB is extended, Altus Group will provide a further news release disclosing the details of such extension.

Altus Group has engaged RBC Capital Markets to act as the financial advisor and dealer manager (the “Dealer Manager”) for the SIB, and TSX Trust Company to act as depositary (the “Depositary”). Any questions or requests for information regarding the SIB may be directed to the Depositary, at 1-800-387-0825 (Toll Free - North America), (416) 682-3860 or shareholderinquiries@tmx.com, or to the Dealer Manager, at altussib@rbccm.com.

This news release is for informational purposes only and is not intended to and does not constitute an offer to purchase or the solicitation of an offer to sell Shares. The solicitation and the SIB are only being made pursuant to the Offer Documents filed with securities regulatory authorities. The SIB is not to be made to, nor will tenders be accepted from or on behalf of, holders of Shares in any jurisdiction in which the making or acceptance of offers to sell Shares would not be in compliance with the laws of that jurisdiction. The board of directors of Altus Group has approved the SIB; however, none of Altus Group, its board of directors, the Dealer Manager or the Depositary makes any recommendation to shareholders as to whether to tender or refrain from tendering any or all of their Shares to the SIB, whether shareholders should elect an Auction Tender, Purchase Price Tender or Proportionate Tender, or the purchase price or prices at which shareholders may choose to tender Shares. SHAREHOLDERS ARE STRONGLY URGED TO CAREFULLY READ THE OFFER DOCUMENTS AND RELATED DOCUMENTS FILED WITH SECURITIES REGULATORY AUTHORITIES, AS THEY MAY BE AMENDED FROM TIME TO TIME, BECAUSE THEY CONTAIN IMPORTANT INFORMATION. Shareholders may obtain free copies of the Offer Documents filed by Altus Group with the applicable securities regulators and available under Altus Group’s profile on SEDAR+ at www.sedarplus.ca. Shareholders may also obtain those materials from the Depositary, as further discussed in the Offer Documents. Shareholders are urged to carefully evaluate all information in the Offer Documents, consult their own financial, legal, investment, accounting and tax advisors and make their own decisions as to whether to deposit Shares under the SIB and, if so, how many such Shares to deposit and at what price or prices.

Key contact

Camilla Bartosiewicz

Chief Communications Officer

Martin Miasko

Sr. Director, Investor Relations & Strategy

Key contact

Camilla Bartosiewicz

Chief Communications Officer

Martin Miasko

Sr. Director, Investor Relations & Strategy

About Altus Group

Altus connects data, analytics, applications and expertise to deliver the intelligence necessary to drive optimal CRE performance. The industry’s top leaders rely on our market-leading solutions and expertise to power performance and mitigate risk. Our global team of ~1,800 experts are making a lasting impact on an industry undergoing unprecedented change – helping shape the cities where we live, work, and build thriving communities. For more information about Altus (TSX: AIF) please visit altusgroup.com.

Forward-looking Information

Certain information in this Press Release may constitute “forward-looking information” within the meaning of applicable securities legislation. All information contained in this Press Release, other than statements of current and historical fact, is forward-looking information. Forward-looking information includes, but is not limited to, statements relating to expected financial and other benefits of acquisitions and the closing of acquisitions (including the expected timing of closing), as well as the discussion of our business, strategies and leverage (including the commitment to increase borrowing capacity), expectations of future performance, our capital allocation priorities and proposed initiatives to return capital to shareholders (including through potential dividends and share repurchases through the renewal of our normal course issuer bid and the Offer), the proposed dates of commencement and expiry of the Offer, the proposed terms of the Offer, including the purchase price range and the maximum value of Common Shares to be purchased pursuant to the Offer, any guidance on financial expectations, and our expectations with respect to cash flows and liquidity. Generally, forward-looking information can be identified by use of words such as “may”, “will”, “expect”, “believe”, “anticipate”, “estimate”, “intend”, “plan”, “would”, “could”, “should”, “continue”, “goal”, “objective”, “remain” and other similar terminology.

Forward-looking information is not, and cannot be, a guarantee of future results or events. Forward-looking information is based on, among other things, opinions, assumptions, estimates and analyses that, while considered reasonable by us at the date the forward-looking information is provided, inherently are subject to significant risks, uncertainties, contingencies and other factors that may not be known and may cause actual results, performance or achievements, industry results or events to be materially different from those expressed or implied by the forward-looking information. The material factors or assumptions that we identified and applied in drawing conclusions or making forecasts or projections set out in the forward-looking information (including sections entitled “Business Outlook”) include, but are not limited to: no significant impact on our business from changes or potential changes to trade regulations, including tariffs; engagement and product pipeline opportunities in Analytics will result in associated definitive agreements; continued adoption of cloud subscriptions by our customers; retention of material clients and bookings; sustaining our software and subscription renewals; successful execution of our business strategies; consistent and stable economic conditions or conditions in the financial markets; consistent and stable legislation in the various countries in which we operate; consistent and stable foreign exchange conditions; no disruptive changes in the technology environment; opportunity to acquire accretive businesses and the absence of negative financial and other impacts resulting from strategic investments or acquisitions on short term results; successful integration of acquired businesses; and continued availability of qualified professionals. Additional assumptions include sufficient liquidity and free cash flow to fund potential dividends and share repurchases; receipt of all requisite approvals (including stock exchange and securities regulatory approvals, if applicable) for any normal course issuer bid or the Offer; board authorization and determination of the definitive terms, timing and size of any such programs; favourable market conditions; continued compliance with applicable solvency tests and debt covenants; and the absence of changes to applicable laws, regulations or policies affecting issuer bids, or capital return programs.

Inherent in the forward-looking information are known and unknown risks, uncertainties and other factors that could cause our actual results, performance or achievements, or industry results, to differ materially from any results, performance or achievements expressed or implied by such forward-looking information. Those risks include, but are not limited to: the CRE market conditions; the general state of the economy; our financial performance; our financial targets; our international operations; acquisitions, joint ventures and strategic investments; business interruption events; third party information and data; cybersecurity; industry competition; professional talent; our subscription renewals; our sales pipeline; client concentration and loss of material clients; product enhancements and new product introductions; technological strategy; our use of technology; intellectual property; compliance with laws and regulations; privacy and data protection; artificial intelligence; our leverage and financial covenants; interest rates; inflation; our brand and reputation; our cloud transition; fixed price engagements; currency fluctuations; credit; tax matters; our contractual obligations; legal proceedings; regulatory review; health and safety hazards; our insurance limits; our ability to meet the solvency requirements necessary to make dividend payments; our share price; market liquidity and volatility; execution risks associated with any capital return programs (including any normal course issuer bid or the Offer), such as the availability of shares for purchase, unanticipated tax consequences, the level of shareholder participation in the Offer, the timing, pricing, suspension or termination of any program, and our ability to fund repurchases while maintaining our targeted leverage and compliance with financial covenants; our capital investments; the issuance of additional common shares and debt; our internal and disclosure controls; and environmental, social and governance (“ESG”) matters and climate change, as well as those described in our annual publicly filed documents, including the Annual Information Form for the year ended December 31, 2024 (which are available on SEDAR+ at www.sedarplus.ca).

Investors should not place undue reliance on forward-looking information as a prediction of actual results. The forward-looking information reflects management’s current expectations and beliefs regarding future events and operating performance and is based on information currently available to management. Although we have attempted to identify important factors that could cause actual results to differ materially from the forward-looking information contained herein, there are other factors that could cause results not to be as anticipated, estimated or intended. The forward-looking information contained herein is current as of the date of this Press Release and, except as required under applicable law, we do not undertake to update or revise it to reflect new events or circumstances. Additionally, we undertake no obligation to comment on analyses, expectations or statements made by third parties in respect of Altus Group, our financial or operating results, or our securities.

Certain information in this Press Release and in the prepared remarks, including references to “Business Outlook”, may be considered as “financial outlook” within the meaning of applicable securities legislation. The purpose of this financial outlook is to provide readers with disclosure regarding Altus Group’s reasonable expectations as to the anticipated results of its proposed business activities for the periods indicated. Readers are cautioned that the financial outlook may not be appropriate for other purposes.

No offer or solicitation: Any potential substantial issuer bid will be made solely by way of a formal offer to purchase and issuer bid circular that will contain the full terms and conditions of the offer as filed with applicable securities regulators. This Press Release does not constitute, and should not be construed as, an offer to purchase or a solicitation of an offer to sell any securities. Shareholders should carefully read any such offer documents if and when they become available and consider consulting their own financial, tax and legal advisors regarding any participation.

Resources

Latest press releases

View all press releases

Dec 15, 2025