Canadian Helicopters confirms converstion to a corporation on 31st Dec

Canadian Helicopters confirms converstion to a corporation on 31st Dec

11-Dec-2010 Source: Canadian Helicopters

MONTREAL, December 10, 2010 – Canadian Helicopters Income Fund (CHL.UN) (the “Fund”) confirmed today its intention to complete on December 31, 2010, the conversion of the Fund from an income trust to a dividend paying corporation (the “Arrangement”) as further described in the Fund’s management information circular dated May 13, 2010. The completion of the Arrangement will result in the reorganization of the Fund’s income trust structure into a new public corporation named Canadian Helicopters Group Inc. (“New CH”) and is subject to certain customary closing conditions.

The Fund also announced its distribution of $0.091875 per Fund unit and Class B limited partnership units (“Class B LP Units”) of Canadian Helicopters Limited Partnership (to which the special voting units of the Fund are attached) representing the monthly distribution covering the period of December 1 to December 31, 2010.

As a result, upon completion of the Arrangement, each Fund unitholder will be entitled to receive from the Fund an amount equal to $0.091875 for each Fund unit in payment of the last monthly distribution and, from New CH, one New CH common share (“CHL.A”) in exchange for each Fund unit. New CH common shares received buy nonresidents will be exchanged for variable  oting shares (“CHL.B”). Holders of Class B LP Units will also receive, in exchange for each of their Class B LP Units, one common share of New CH. It is expected that unitholders will receive the New CH shares and the December distribution on or about January 4, 2011.

Following the closing of the Arrangement, New CH expects to pay a monthly dividend in the same amount and at the same time as monthly distributions are currently paid by the Fund. Accordingly, it is expected that a first dividend payment of $0.091875 per common share and variable voting share will be paid by New CH on February 15 to the holders of record at the end of the month of January. Eligible Canadian investors may benefit from an enhanced dividend tax credit afforded to the receipt of dividends, as compared to distributions of income, depending on individual circumstances. The dividend policy will be subject to the discretion of the board of directors of New CH and may vary depending on, among other things, New CH’s earnings, financial requirements, the satisfaction of solvency tests imposed by the Canada Business Corporations Act for the declaration of dividends and other conditions existing at such future time.

Through Canadian Helicopters Limited, Canadian Helicopters Income Fund is the largest helicopter transportation services company operating in Canada and one of the largest in the world based on the size of its fleet. With over 35 base locations across Canada, Canadian Helicopters provides helicopter services to a broad range of sectors,DOCS #9790868 v. 7 including emergency medical services, infrastructure maintenance, utilities, oil and gas, mining, forestry and construction. In addition to helicopter transportation services, Canadian Helicopters operates two flight schools, provides third party repair and maintenance services in Canada and provides military support in Afghanistan. With over 60 years of experience, Canadian Helicopters is an industry leader in establishing safety standards and operating procedures.

This press release contains forward-looking statements relating to the completion of the Arrangement and Canadian Helicopters’ future dividend policy and payments. Forward-looking statements are subject to certain risks and uncertainties, and actual results may differ materially. Consequently, readers should not place any undue reliance on such forward-looking statements. In addition, these forward-looking statements relate to the date on which they were made. The Fund disclaims any intention or obligation to update or revise any forward-looking statement, whether as a result of new information, future events or otherwise unless being required by applicable laws.

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