7-Dec-2015 Source: CHC
Vancouver, British Columbia, Canada – CHC Group (NYSE: HELI; the “Company”), the parent company of CHC Helicopter, today announced that on December 1, 2015, the Company’s Routine Transactions Committee of the board of directors (the “Board”) authorized, pursuant to authority delegated to it by the Board, a 1-for-30 reverse share split of the Company’s ordinary shares, subject to shareholder approval and final approval by the Board. The reverse share split is anticipated to become effective at the open of trading on the New York Stock Exchange (the “NYSE”) on December 11, 2015.
The reverse share split is subject to approval by the Company’s shareholders at a December 7, 2015 extraordinary general meeting (the “extraordinary meeting”) and final Board approval thereafter. At the extraordinary meeting, shareholders will vote on a proposal to effect a reverse share split by way of consolidation of all of the Company’s ordinary shares, if and when the Board resolves to do so prior to October 1, 2016, at a ratio to be determined by the Board to be sufficient to cause the trading price of the Company’s ordinary shares to be between $10.50 and $14.50 based on the then trading value. All shareholders of record as of October 20, 2015 are entitled to vote at the extraordinary meeting.
The primary purpose of the reverse share split is to bring the Company back into compliance with the minimum trading price requirement for continued listing of its ordinary shares on the NYSE and to encourage investor interest in the Company’s ordinary shares.
If the reverse share split is approved and implemented, each 30 ordinary shares (issued and unissued), of a nominal or par value of $0.0001, would be converted to 1 ordinary share of a nominal or par value of $0.003. The reverse share split will proportionally affect the Company’s share options and other equity awards. The total number of the Company’s authorized preferred shares (including the convertible preferred shares) and their par value would remain unchanged, however, the conversion price for the convertible preferred shares would be adjusted proportionally. Except for adjustments that may result from the treatment of fractional shares, each shareholder will hold the same percentage of the issued and outstanding ordinary shares immediately following the reverse share split as such shareholder held immediately prior to the reverse share split.
The Company will not issue fractional shares in connection with the reverse share split. Shareholders who would otherwise hold fractional shares following the reverse share split will receive cash (without interest and subject to applicable withholding taxes) in lieu of such fractional shares. The sum will be based on the net proceeds, after customary brokerage commissions and other expenses, resulting from the transfer agent aggregating and selling all fractional share interests into the market. Such proceeds will be paid on a pro rata basis, depending on the fractional amount of shares owned. On the effective date of the reverse share split, all of the Company’s ordinary shares held in book-entry form in the Direct Registration System (“DRS”), will be automatically exchanged to post-reverse split shares. When the exchange is complete, registered shareholders will receive a DRS statement indicating the number of post-reverse split ordinary shares registered in their account as well as a check for their cash in lieu of any fractional shares, calculated as described above.
The Company also announced today that it received notice on November 25, 2015 that the NYSE has accepted the Company’s plan for regaining compliance with the NYSE’s $50 million average global market capitalization and shareholders’ equity over a consecutive 30 trading-day period listing standard. The NYSE earlier notified the Company on August 28, 2015 that it had fallen below this continued listing standard. With the NYSE’s acceptance of the plan, the Company has 18 months from the original notification date to regain compliance with the average global market capitalization standard, subject to the Company’s compliance with the NYSE’s other continued listing requirements, including the minimum trading price requirement which the anticipated reverse share split is intended to cure.
CHC Helicopter is a leader in enabling customers to go further, do more and come home safely, including oil and gas companies, government search-and-rescue agencies and organizations requiring helicopter maintenance, repair and overhaul services through the Heli-One segment. The company has a fleet of more than 220 aircraft and operates on six continents around the world.