Chorus Aviation receives exemption from certain securities regulatory requirements
Oct 17, 2016
HALIFAX, Oct. 17, 2016 /CNW/ - Chorus Aviation Inc. ('Chorus') (TSX: CHR) today announced that it has received an exemption to treat Chorus' Class A variable voting shares and Class B voting shares as a single class for the purposes of applicable take-over bid requirements and early warning reporting requirements contained under Canadian securities laws. Chorus applied for the exemption, which is effective immediately, to facilitate an investment in variable voting shares by non-Canadians, as defined under the Canada Transportation Act.
Pursuant to an application by Chorus, the securities regulatory authorities in each of the provinces of Canada granted exemptive relief (the 'Decision') from:
- Applicable formal take-over bid requirements, as contained under Canadian securities laws, such that those requirements would only apply to an offer to acquire 20 per cent or more of the outstanding voting shares and variable voting shares of Chorus on a combined basis;
- Applicable early warning report requirements, as contained under Canadian securities laws, such that those requirements would only apply to an acquirer who acquires or holds beneficial ownership of, or control or direction over, 10 per cent or more of the outstanding voting shares and variable voting shares of Chorus on a combined basis; and
- Applicable requirement to issue and file a news release in respect of acquisitions during a take-over bid, such that those requirements would only apply to an acquirer who acquires or holds beneficial ownership of, or control or direction over, five percent or more of the outstanding voting shares and variable voting shares of Chorus on a combined basis.
Without the exemptive relief, shareholders were subject to these requirements based on the number of shares outstanding solely of the class held by the shareholder a number that can vary without notice due to automatic conversions, which is in some respects not indicative of the shareholder's real ownership value. A copy of the Decision is available on SEDAR at www.sedar.com.
The Decision takes into account that Chorus' dual class shareholding structure was implemented solely to ensure compliance with the foreign ownership requirements of the Canada Transportation Act. An investor does not control or choose which class of Chorus shares it acquires and holds. The class of shares ultimately available to an investor is only a function of the investor's status as a Canadian or non-Canadian (as defined under the Canada Transportation Act). Due to the relatively small number of outstanding variable voting shares, absent the Decision, it may be more difficult for non-Canadians to acquire shares in the ordinary course without the apprehension of inadvertently triggering the take-over bid rules or early warning requirements. The Decision considered the fact that the variable voting shares and voting shares have identical terms except for the foreign ownership voting limitations applicable in the case of the Class A variable voting shares.
This news release may contain 'forward-looking information' as defined under applicable Canadian securities legislation. Forward-looking information, by its nature, is based on assumptions and is subject to important risks and uncertainties. These risks, uncertainties and other factors may cause actual results, performance or achievements to differ materially from those expressed in forward-looking statements. Factors that may cause results to differ materially from expectations in this news release include, without limitation, that the exemptive relief referenced in this news release may not have the effect of facilitating investment in the variable voting shares by non-Canadians. Please also see other factors identified in Section 20 – Risk Factors in Management's Discussion & Analysis ('MD&A') of Chorus for the second quarter of 2016 and throughout Chorus' public disclosure file available at www.sedar.com. These other risks and uncertainties could also cause results, performance or achievements to differ materially from those reflected in forward-looking information contained in this news release. Accordingly, readers are cautioned not to put undue reliance on forward-looking information. Any forward-looking information contained in this news release represents Chorus' expectations as of the date of this news release and are subject to change after such date. However, Chorus disclaims any intention or obligation to update or revise any forward-looking information, whether as a result of new information, future events or otherwise, except as required under applicable securities law.
Headquartered in Halifax, Nova Scotia, Chorus was incorporated on September 27, 2010 is the parent company of Jazz Aviation LP and Voyageur Aviation Corp. Its Class A Variable Voting Shares and Class B Voting Shares trade on the Toronto Stock Exchange under the trading symbol 'CHR'.
SOURCE Chorus Aviation Inc.
For further information: Chorus Media Contacts: Manon Stuart, Halifax, Nova Scotia, (902) 873-5054, firstname.lastname@example.org; Debra Williams, Toronto, Ontario, (905) 671-7769, email@example.com; Analyst Contact: Nathalie Megann, Halifax, Nova Scotia, (902) 873-5094, firstname.lastname@example.org