Risk R elated to Str ucture and Common Shares Absence of Prior P ublic Market P rior to the Offering, there has been no public market for the Common Shares. The initial public offering price has been determined by negotiation between the Company, the Selling Shareholders and the Underwriters based on several factors and may bear no relationship to the price at which the Common Shares will trade in the public market subsequent to the Offering. See ‘‘Plan of Distribution’’. Equity Market Risks There is a risk associated with any investment in shares. The market price of securities such as the Common Shares of the Company are affected by numerous factors including, but not limited to, general market conditions, actual or anticipated fluctuations in the Company’s results of operations, changes in estimates of future results of operations by the Company or securities analysts, risks identified in this section and other factors. In addition, the financial markets have experienced significant price and volume fluctuations that have sometimes been unrelated to the operating performance of the issuers or the industries in which they operate. As a consequence, the Common Shares may trade at a price that is higher or lower than the Offering P rice. Influence by Existing Shareholders Upon closing of the Offering, the P rivate Equity Investors and P ierre Alexandre will hold or control, directly or indirectly, respectively approximately 17% and 32% of Orbit Garant’s outstanding Common Shares (14% and 30% if the Over- Allotment Option is exercised in full). In addition, P ierre Alexandre, Gesco (of which P ierre Alexandre is a 90% shareholder and Eric Alexandre is a 5% shareholder), Eric Alexandre and the P rivate Equity Investors will enter into the V oting Agreement as at Closing, as described under ‘‘Existing Shareholder Arrangements — V oting Arrangements’’, pursuant to which Orbit Garant will agree to nominate, and the shareholders will agree to vote their Common Shares in favour of the election of, P ierre Alexandre, Eric Alexandre and James Johnson (a principal of the P rivate Equity Investors) and four independent directors (two to be proposed by the P rivate Equity Investors and two to be proposed by P ierre Alexandre and Eric Alexandre) to the board of directors of Orbit Garant. The shareholders party to the V oting Agreement will also agree to vote their Common Shares in the same manner on any matter that may come before the shareholders of Orbit Garant. As a result, such shareholders will have the ability to influence Orbit Garant’s strategic direction and policies, including any merger, consolidation or sale of all or substantially all of its assets, and the election and composition of Orbit Garant’s board of directors. The foregoing ability to affect the control and direction of Orbit Garant could reduce its attractiveness as a target for potential take-over bids and business combinations, and correspondingly affect its share price. F uture Sales of Common Shares by the Company’s Existing Shareholders Upon closing of the Offering, the P rivate Equity Investors and P ierre Alexandre will hold or control, directly or indirectly, respectively approximately 17% and 32% of Orbit Garant’s outstanding Common Shares (14% and 30% if the Over- Allotment Option is exercised in full). Although Orbit Garant’s shareholders are subject to certain ‘‘standstill’’ provisions for a limited period of time, if one or more of such shareholders sell a substantial number of Common Shares in the public market, the market price of the Common Shares could decline. In addition, the perception among the public that such sales may occur could also result in a reduction in the market price of the Common Shares. Dilution Orbit Garant may raise additional funds in the future by issuing equity securities. Holders of Common Shares will have no pre-emptive rights in connection with such further issues. A dditional Common Shares may be issued by Orbit Garant in connection with the exercise of options granted prior to or following completion of the Offering. Such additional equity issuances could, depending on the price at which such securities are issued, substantially dilute the interests of the holders of Common Shares. 76