An anonymous director reports
CHORUS AVIATION ANNOUNCES IMPLEMENTATION OF SHARE CONSOLIDATION
Further to the news release dated Feb. 4, 2025, Chorus Aviation Inc. has filed articles of amendment implementing the previously announced consolidation of the corporation's Class A variable voting shares and Class B voting shares on the basis of one postconsolidation share for every seven preconsolidation shares. The consolidation has reduced the number of issued and outstanding shares from 188,575,573 shares to 26,939,368 shares, effective Feb. 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 on a postconsolidation basis at market open on Feb. 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 for the postconsolidation 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 preconsolidation 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 advice/statement, representing the number of new postconsolidation 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 preconsolidation shares will be deemed to represent the number of new whole postconsolidation 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 per cent convertible senior unsecured debentures due June 30, 2026, 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 Feb, 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, 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's management proxy circular dated Dec. 23, 2024, which is available on Chorus's website under investors -- reports -- and under Chorus's profile on SEDAR+.
About Chorus Aviation Inc.
Chorus is a Canadian company focused on aviation service businesses. Its 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's subsidiaries provide services that encompass every stage of an aircraft's life cycle, 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 per cent convertible senior unsecured debentures due June 30, 2026, and 5.75 per cent 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.
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