HALIFAX,
NS, Feb. 4, 2025 /CNW/ - Chorus Aviation
Inc. (TSX: CHR) ("Chorus" or the "Corporation") today
announced that holders of its Class A Variable Voting Shares and
Class B Voting Shares (the "Shares", and the holders
thereof, "Shareholders") approved a special resolution for a
proposed consolidation of the Shares (the "Consolidation")
and authorized Chorus' board of directors (the "Board"), in
its discretion, to implement the Consolidation at any time prior to
February 4, 2026 on the basis of a
consolidation ratio within a range of one (1) post-consolidation
Share for every five (5) to ten (10) pre-consolidation Shares. The
special resolution was approved by 95.5% of the votes cast by
Shareholders at the special meeting of Shareholders held earlier
today. To be effective, the resolution to approve the Consolidation
required the affirmative vote of at least two-thirds of the votes
cast by the Shareholders. The report on voting results will be
filed under the Corporation's profile on SEDAR+.
Chorus also announced that the Board has approved and determined
to implement the Consolidation on the basis of a consolidation
ratio of one (1) post-consolidation Share for every seven (7)
pre-consolidation Shares. The Consolidation has been conditionally
approved by the Toronto Stock Exchange (the "TSX") and is
expected to be effective on or about February 5, 2025.
Based on the current number of issued and outstanding Shares,
the Consolidation is expected to reduce the number of issued and
outstanding Shares from 188,575,573 Shares to
approximately 26,939,368 Shares (disregarding any resulting
fractional Shares). The exact number of outstanding Shares after
the Consolidation will vary based on the elimination of fractional
Shares. No fractional Shares will be issued in connection with the
Consolidation. Following the Consolidation, the Shares will
continue to be listed on the TSX under the symbol "CHR", although
the post-consolidation Shares will be considered a substituted
listing with a new CUSIP and ISIN number of 17040T888 and
CA17040T8885, respectively. The Shares are expected to begin
trading on the TSX on a consolidated basis at markets open on
February 10, 2025.
Following the effective date of the Consolidation, the exercise
or conversion price and/or the number of Shares of the Corporation
issuable upon the exercise or deemed exercise of its currently
outstanding share purchase warrants, stock options and restricted
share units issued pursuant to the Corporation's long-term
incentive plan ("LTIP"), and deferred share units issued
under the Corporation's deferred share unit plan for directors, and
any other convertible or exchangeable securities of the
Corporation, including the Corporation's 6.00% convertible senior
unsecured debentures due June 30,
2026, will be proportionately adjusted to reflect the
Consolidation ratio approved by the Board. In addition, the number
of Shares reserved for issuance under the Corporation's LTIP will
be reduced proportionately based on the Consolidation ratio
approved by the Board.
Further details regarding the Consolidation are contained in
Chorus' Management Proxy Circular dated December 23, 2024, which is available on Chorus'
website at www.chorusaviation.com under "Investors – Reports"
and under Chorus' profile on SEDAR+ at www.sedarplus.ca.
Forward-Looking Information
This news release may contain forward-looking information or
statements within the meaning of applicable securities laws
(collectively, "forward-looking information"), including,
but not limited to statements with respect to the timing and
completion of the Consolidation, statements relating to the
expected number of Shares outstanding following the Consolidation,
and statements with respect to the timing for the trading of the
post-consolidation Shares on the TSX. Forward-looking
information may be identified by the use of terms such as
"believes", "expects", "anticipates", "assumes", "outlook",
"plans", "targets", "could", "intend", "may", "project" or other
similar terms and phrases, including negative versions thereof,
although not all forward-looking information contains these
identifying words. Actual results could differ materially from
those described in the forward-looking information due to known or
unknown risks, including, but not limited to, the risk factors
described in Chorus' public disclosure record available under
Chorus' profile on SEDAR+ at www.sedarplus.ca.
Forward-looking information, by its nature, is based on
assumptions, is subject to important risks and uncertainties and
cannot be relied upon due to, among other things, changing external
events and general uncertainties of the business. Actual results,
performance or achievements may differ materially from those
indicated in forward-looking information due to a number of
factors, including the risk factors identified in Chorus' public
disclosure record available under its profile on SEDAR+ at
www.sedarplus.ca.
Forward-looking information in this news release reflects
information as of the date of this news release (or as of the date
it is stated to be provided) and is subject to change after such
date. Chorus disclaims any intention or obligation to update or
revise any forward-looking information, whether because of new
information, future events or otherwise, except as required under
applicable securities laws.
About Chorus Aviation Inc.
Chorus is a Canadian company focused on aviation services
businesses. Our operating subsidiaries are: Jazz Aviation, the
largest regional operator in Canada and provider of regional air services
under the Air Canada Express brand; Voyageur Aviation, a leading
provider of specialty charter, aircraft modifications, parts
provisioning and in-service support services; and Cygnet Aviation
Academy, an industry leading accredited training academy preparing
pilots for direct entry into airlines. Together, Chorus'
subsidiaries provide services that encompass every stage of an
aircraft's lifecycle, including: aircraft acquisition and leasing;
aircraft refurbishment, engineering, modification, repurposing and
transition; contract flying; aircraft and component maintenance,
disassembly, and parts provisioning; and pilot training.
Chorus Class A Variable Voting Shares and Class B Voting Shares
trade on the Toronto Stock Exchange under the trading symbol 'CHR'.
Chorus 6.00% Convertible Senior Unsecured Debentures due
June 30, 2026 and 5.75% Senior
Unsecured Debentures due June 30,
2027 trade on the Toronto Stock Exchange under the trading
symbols 'CHR.DB.B', and 'CHR.DB.C', respectively. For further
information on Chorus, please visit www.chorusaviation.com.
SOURCE Chorus Aviation Inc.
