HALIFAX, NS, Feb. 5, 2025 /CNW/ - Chorus Aviation Inc. (TSX: CHR) ("Chorus" or the "Corporation") today announced that, further to its news release dated February 4, 2025, it has filed articles of amendment implementing the previously announced consolidation of the Corporation's Class A Variable Voting Shares and Class B Voting Shares (the "Shares") on the basis of one (1) post-consolidation Share for every seven (7) pre-consolidation Shares (the "Consolidation"). The Consolidation has reduced the number of issued and outstanding Shares from 188,575,573 Shares to 26,939,368 Shares, effective February 5, 2025. As previously announced, no fractional Shares were issued in connection with the Consolidation.
The Shares are expected to begin trading on the Toronto Stock Exchange (the "TSX") on a post-consolidation basis at markets open on February 10, 2025. As previously announced, the Shares will continue to be listed on the TSX under the symbol "CHR", and the new CUSIP and ISIN numbers for the post-consolidation Shares are 17040T888 and CA17040T8885, respectively.
Chorus or its transfer agent has mailed a letter of transmittal to each registered shareholder. The letter of transmittal contains instructions on how to surrender to the transfer agent the certificate(s) representing the registered shareholder's pre-Consolidation Shares. Following receipt of a duly completed and signed letter of transmittal from a registered shareholder, the transfer agent will send the registered shareholder a new share certificate or alternately, a Direct Registration System ("DRS") Advice/Statement, representing the number of new post-Consolidation Shares to which the registered shareholder is entitled in accordance with the terms of the Consolidation.
Until surrendered to the transfer agent, each share certificate or DRS Advice/Statement representing old pre-consolidation Shares will be deemed to represent the number of new whole post-consolidation Shares to which the holder is entitled as a result of the Consolidation. Non-registered shareholders who hold their Shares through an intermediary such as a bank, trust company, securities dealer or broker should note that these intermediaries may have their own procedures for processing the Consolidation which may differ from those described above for registered shareholders. Non-registered shareholders who have questions should contact their intermediary for more information.
Registered holders of the Corporation's 6.00% Convertible Senior Unsecured Debentures due June 30, 2026 (the "Series B Convertible Debentures") will be given notice of the effect of the Consolidation pursuant to the Trust Indenture dated April 6, 2021 between the Corporation and Computershare Trust Company of Canada. On and after February 5, 2025, the Series B Convertible Debentures are convertible into Shares at a conversion price of $44.45 per share, being a conversion rate of approximately 22.4972 shares for each $1,000 principal amount of Series B Convertible Debentures. The exercise or conversion price and/or the number of Shares issuable upon the exercise or deemed exercise of the Corporation's 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 securities exercisable for or convertible into Shares have been proportionately adjusted to reflect the Consolidation in accordance with the respective terms thereof. In addition, the number of Shares reserved for issuance under the Corporation's LTIP have been reduced proportionately to reflect the Consolidation.
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 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.
Chorus Media Contact: [email protected]; Chorus Analyst Contact: [email protected]
