ACE Aviation Holdings Inc.: ACE Aviation Announces Court Approval For Final Distribution To Shareholders And The Dissolution Of Ace

MONTRÉAL, Feb. 16, 2024 /CNW/ - ACE Aviation Holdings Inc. ("ACE") announced today that it has received Court approval for a final distribution to the shareholders in the amount of $5.3 million (or approximately $0.16 per share) and the dissolution of ACE.

Liquidation Process

The shareholders of ACE previously approved a special resolution providing for the voluntary liquidation of ACE, and the Superior Court of Québec (Commercial Division) (the "Court") issued an order appointing Ernst & Young Inc. as liquidator of ACE (the "Liquidator").

Pursuant to an order issued by the Court, the Liquidator established a process for the identification, resolution and barring of claims and other contingent liabilities against ACE. The interim consolidated financial statements of ACE for the nine-month period ended September 30, 2023 and the related management's discussion and analysis include a description of proofs of claim which were filed and the status thereof.

As at January 31, 2024, ACE's only remaining assets consist of cash in an aggregate amount of approximately $6.0 million.

Final Distribution to Shareholders

On February 16, 2024, the Court approved the final accounts of the Liquidator, the final distribution to shareholders and the dissolution of ACE.

ACE currently has 32,475,434 common shares issued and outstanding. The final amount to be distributed to shareholders is $5.3 million, representing a final payment of approximately $0.16 per share. The final distribution represents all of the remaining cash of ACE less accrued accounts payables, and the remaining expenses relating to the final distribution, the dissolution and certain post-dissolution matters as contemplated in the Court order. The Liquidator has posted a copy of the relevant application to the Court and Court order on its website at www.ey.com/ca/aceaviation.

The record date to determine shareholders entitled to receive the final distribution will be March 5, 2024 and the payment date for the distribution will be March 13, 2024.

The common shares of ACE are listed on the NEX board of the TSX Venture Exchange. Given that the cash distribution represents more than 25% of the market value of ACE, the NEX board of the TSX Venture Exchange has determined that "Due Bill" trading procedures will apply to the distribution. Pursuant to such "Due Bill" trading procedures, trades of common shares of ACE entered into from the opening of trading on March 4, 2024 until and including the close of trading on March 13, 2024 will have a Due Bill attached which will allow the purchaser to receive the distribution instead of the seller, even if such trades are settled after the March 5, 2024 record date. Investors who enter into trades to purchase common shares on or after the ex-distribution date of March 14, 2024 will not be entitled to the distribution. The Due Bills will be redeemed on March 15, 2024 once all trades with attached Due Bills entered into up to the close of trading on March 13, 2024 have settled.

The final distribution to shareholders of ACE will generally be treated as a deemed dividend from a Canadian tax standpoint. The final distribution is hereby designated as an eligible dividend for purposes of the Income Tax Act (Canada).

Dissolution and Delisting of ACE

The Court also approved the dissolution of ACE. The Liquidator currently expects that articles of dissolution will be filed with the Director appointed under the Canada Business Corporations Act on or about March 15, 2024 and that a certificate of dissolution will be issued on the same date.

The Court order provides that the common shares of ACE will be cancelled immediately prior to the dissolution of ACE which is expected to occur on or about March 15, 2024.

ACE also expects that the common shares of ACE will be delisted from the NEX board of the TSX Venture Exchange on or about March 15, 2024.

ACE will file a copy of the certificate and articles of dissolution at www.sedarplus.ca upon its dissolution, at which point ACE will cease to be a reporting issuer under the securities laws of each of the provinces of Canada. As a result, ACE will cease to file financial statements and other continuous disclosure documents upon its dissolution.

Shareholders and other parties who have questions or require additional information with respect to ACE and the final distribution and dissolution process may contact the Liquidator by telephone [phone] or 416-943-4444) or by fax [phone]).

For additional information with respect to the liquidation, distributions and dissolution of ACE, refer to the management proxy circular dated March 9, 2012, the interim consolidated financial statements and related management's discussion and analysis for the nine-month period ended September 30, 2023 and the other public filings of ACE which are available at www.sedarplus.ca and www.aceaviation.com.

Neither TSX Venture Exchange nor its Regulation Services Provider (as that term is defined in policies of the TSX Venture Exchange) accepts responsibility for the adequacy or accuracy of this release.

CAUTION REGARDING FORWARD-LOOKING INFORMATION

Certain statements in this news release may contain forward-looking statements. Forward-looking statements may relate to analyses and other information that are based on forecasts of future results and estimates of amounts not yet determinable. These statements may involve, but are not limited to, comments relating to strategies, expectations, future actions, the amount, record date, payment date and ex-distribution date for the final distribution to shareholders, and the timing of cancellation of the common shares of ACE, delisting and dissolution of ACE. These forward-looking statements are identified by the use of terms and phrases such as "anticipate", "believe", "could", "estimate", "expect", "intend", "may", "plan", "predict", "project", "will", "would", and similar terms and phrases, including references to assumptions. Forward-looking statements, by their nature, are based on assumptions and are subject to important risks and uncertainties. Any forecasts or forward-looking predictions or statements cannot be relied upon due to, amongst other things, changing external events and general uncertainties of the business. Actual results may differ materially from results indicated in forward-looking statements due to a number of factors, including without limitation, market, regulatory developments or proceedings, and actions by third parties as well as the factors identified throughout ACE's filings with securities regulators in Canada and, in particular, those identified in the Risk Factors section of ACE's 2022 Annual MD&A dated April 28, 2023. ACE will continue to incur operating costs and fees for the duration of the dissolution process. The forward-looking statements contained in this news release represent ACE's expectations as of the date they are made, and are subject to change after such date. However, ACE disclaims any intention or obligation to update or revise any forward-looking statements whether as a result of new information, future events or otherwise, except as required under applicable securities regulations.

SOURCE ACE Aviation Holdings Inc.

For further information: David Saldanha, Ernst & Young Inc., [phone]; Internet: www.aceaviation.com