TORONTO, Sept. 30, 2014 /CNW/ - Discovery Air Inc. (DA.A) ("Discovery Air" or the "Corporation") today announced it will seek approval from holders of its 8.375%
convertible unsecured subordinated debentures due June 30, 2016
(DA.DB.A) (the "Debentures") to amend the terms of the Debentures at a meeting of Debenture
holders to be held on November 27, 2014 (the "Meeting").
The proposed amendments (the "Amendments") to the Debentures consist of: (i) extending the maturity date of the
Debentures from June 30, 2016 to June 30, 2018, subject to the
completion of an equity offering of the Corporation's Class A common
voting shares and / or Class B variable voting shares for minimum
aggregate net proceeds of CAD $5,000,000 prior to June 30, 2016; and
(ii) modifying the change of control provisions of such Debentures to
allow additional equity to be invested in the Corporation by Clairvest
Group Inc., without requiring the Corporation to repurchase all of the
Debentures then outstanding after any investment.
Jacob (Koby) Shavit, the Corporation's President and Chief Executive
Officer stated: "Discovery Air's strategy requires additional capital
to achieve its previously announced plan. These Amendments will assist
us in delivering on our objectives and growth opportunities by
providing increased financial flexibility to access the capital
needed. The Amendments will also provide Debenture holders with a
longer period of time during which to receive, what we believe to be,
an attractive yield in the current interest rate environment, based on
the continued cash interest rate of 8.375%."
Discovery Air is also pleased that two Debenture holders are supportive
of our strategy and the Amendments. Holding an aggregate of 28% of the
Debentures, these Debenture holders have entered into lock-up
agreements with the Corporation and intend to vote for/consent to the
Amendments. They recognize the advantage in being able to retain a
cash interest bearing investment which allows for participation in the
Corporation's strategic growth.
Further information concerning the Amendments will be outlined in the
notice of Meeting (and accompanying materials) to be sent to Debenture
holders in the coming weeks.
Kingsdale Shareholder Services ("Kingsdale") has been retained by
Discovery Air as the Proxy Solicitation and Information Agent in
relation to the Meeting. Debenture holders with questions can contact
Kingsdale at 1-888-518-6559 toll free in North America, collect at
416-867-2272 outside of North America, or by email at: firstname.lastname@example.org.
Forward-looking information and statements are included in this earnings
release. Please refer to the statement regarding forward-looking
statements contained in the Corporation's MD&A for the quarter ended
July 31, 2014, which are incorporated herein by reference. That
statement provides an explanation as to what forward-looking statements
are, and the specific factors, uncertainties and potential events that
the Corporation has identified for the attention of readers. When
relying on forward-looking information and statements to make
decisions, investors and others should carefully consider these factors
and other uncertainties and potential events.
The Corporation's unaudited interim condensed consolidated financial
statements and MD&A for the quarter ended July 31, 2014 are available
on the Corporation's website at www.discoveryair.com and on SEDAR at www.sedar.com. The reader is encouraged to review the unaudited interim condensed
consolidated financial statements and MD&A for the quarter ended July
31, 2014 for more complete disclosure on the Corporation's financial
condition and results of operations.
The Corporation's Class A common voting shares and unsecured convertible
debentures trade on the Toronto Stock Exchange under the symbols DA.A
and DA.DB.A, respectively.
ABOUT DISCOVERY AIR AND ITS SUBSIDIARIES
Discovery Air is a Canadian specialty aviation company operating over
160 aircraft with approximately 850 team members. Its subsidiaries
provide airborne training to the Canadian military, helicopter
operations, air ambulance services, airborne fire services, fixed-wing
air charter services, expediting and logistics support, and a range of
maintenance, repair, overhaul, modification, engineering and
Discovery Air's Class A common voting shares and Debentures trade on the
Toronto Stock Exchange (symbols DA.A and DA.DB.A, respectively).
SOURCE: Discovery Air Inc.
For further information:
Kingsdale Shareholder Services
Toll Free in North America: 1-888-518-6559