The Caisse de dépôt et placement du Québec invests $1 billion in CGI Group Inc., a global leader in information technology

The Caisse de dépôt et placement du Québec (“the Caisse”) announced today an investment of $1 billion in CGI Group Inc. [TSX: GIB.A, NYSE: GIB] (“CGI”), a Québec company that has become a global leader in information technology.

The investment came about when CGI had just announced the most substantial acquisition in its history to become the sixth-largest industry player worldwide.

“This investment is fully aligned with our strategy, which aims to encourage the growth of Québec companies abroad while generating attractive long-term returns for our depositors,” said Michael Sabia, President and Chief Executive Officer. “On the strength of more than 70 successful acquisitions, CGI’s management team is now writing a new chapter in the company’s history: this acquisition more than doubles its size and positions it very favourably in the markets.”

“With a strong presence in the Americas, Europe and Asia, CGI is now well poised to help companies throughout the world increase their productivity and optimize their operations. CGI’s business model relies on the efficiency and effectiveness of organizations; this investment therefore introduces an interesting counter-cyclical effect amidst today’s economic climate,” added Mr. Sabia.

TECHNICAL DESCRIPTION OF THE TRANSACTION

The Caisse subscribed, under the terms of a subscription agreement (the “Subscription Agreement”), 46,707,146 subscription receipts (“Subscription Receipts”) from CGI.

The subscription was made through private equity under the accredited investor exemption pertaining to the applicable securities regulations.

This subscription was made as part of CGI’s acquisition of all outstanding shares of Logica PLC’s share capital, which will be completed through the scheme of arrangement pursuant to the Companies Act 2006 (United Kingdom) (the “Acquisition”). 

Under the terms of the Subscription Agreement, each Subscription Receipt represents the right to receive, following the fulfillment of certain conditions related to the Acquisition (the “Conditions”), a Class A subordinate voting share of CGI’s share capital (“Subordinate Shares”), without payment of additional consideration or other formality, at a unit price of $21.41 per Subscription Receipt, i.e., at a total purchase price of $999,999,995.86 (the “Subscription Price”).

The Subscription Price will be held by an escrow agent, as a subscription receipt agent (”Subscription Receipt Agent”), under the terms of the subscription receipt agreement (the “Subscription Receipt Agreement”) signed between CGI, the Caisse and the Computershare Trust Company of Canada as Subscription Receipt Agent.

Prior to this subscription, the Caisse held 21,429,552 Subordinate Shares of CGI on May 30, 2012.

Following this subscription, and subject to the exchange of Subscription Receipts for Subordinate Shares following the fulfillment of certain Conditions, the number of Subordinate Shares held by the Caisse will be 68,136,698, 25.1% of the Subordinate Shares outstanding (or 22.2% of shares issued), on a fully diluted basis. The Caisse will therefore hold 11.2% of the voting rights attached to all CGI’s outstanding voting securities. 

Under the Subscription Agreement, the Caisse reserves the right to syndicate a part of its interest in the Subscription Receipts. 

Furthermore, under a registration rights agreement (“Registration Rights Agreement) to be concluded with CGI concurrently or before the Acquisition closes, the Caisse will have the right to include in the list of candidates for the director position proposed by CGI, in its management proxy circular, an independent, mutually acceptable candidate. This right will be granted as long as it holds a minimum of 15% of Subordinate Shares. Under the Registration Rights Agreement, the Caisse will also have certain liquidity rights with a view to allowing it to reduce its position in CGI’s capital.

This transaction was carried out for investment purposes and the Caisse will be able to adjust its investment in CGI in response to market conditions or other relevant factors.

A copy of the early warning report will be filed with be filed with the applicable Canadian securities regulatory authorities and will be available on SEDAR’s website (www.sedar.com) or by contacting the person mentioned below.