MONTRÉAL, April 29, 2016 /CNW Telbec/ - ACE Aviation Holdings Inc. (ACE) reported today its annual results for 2015, announced its intention to seek Court approval for an interim distribution to shareholders in the amount of $12 million, and provided an update with respect to its liquidation process.
2015 Full-Year Results
For 2015, ACE recorded a decrease in net assets in liquidation of approximately $114.7 million as a result of the distribution to shareholders in June 2015 of an amount of $115 million, offset by the excess of interest income earned during the year over administrative and other expenses incurred during the year.
As at April 28, 2016, ACE's only remaining assets consist of cash in an aggregate amount of approximately $19 million.
Liquidation Process and Court Approval for Interim Distribution to Shareholders
On June 28, 2012, further to the approval by ACE shareholders on April 25, 2012 of a special resolution providing for the voluntary liquidation of ACE, the Superior Court of Québec (Commercial Division) (the "Court") issued an order appointing Ernst & Young Inc. as liquidator of ACE (the "Liquidator").
Pursuant to an order issued by the Court on February 25, 2013, the Liquidator established a process for the identification, resolution and barring of claims and other contingent liabilities against ACE. Creditors had until May 13, 2013 to file their proof of claims, failing which their claims would be barred and extinguished. The audited annual consolidated financial statements of ACE for the year ended December 31, 2015 and the related management's discussion and analysis include a description of proofs of claim which were filed and the status thereof. All of the remaining contingent obligations which were the object of proofs of claims filed in connection with such claims process have expired at the beginning of 2016.
Given the results of the claims process and the expiry of all of the remaining contingent obligations covered by proofs of claims filed in connection with such process, the Liquidator announced today that it intends to seek Court approval for a distribution to shareholders of ACE in the aggregate amount of $12 million. ACE currently expects that the Court hearing will be held on or about June 1, 2016. The Liquidator will post a copy of the relevant application to the Court and notice of the hearing date on its website at www.ey.com/ca/aceaviation at least 7 days in advance of the hearing date. Any distribution to shareholders is subject to Court approval and there is no certainty as to the amount or timing of such distribution. The record date and payment date for such distribution would be announced by subsequent press release upon receipt of approval from the Court, and such dates are currently expected to be in June 2016.
Update on Liquidation and Dissolution Process and Final Distribution to Shareholders
Following the interim distribution to shareholders of $12 million expected to occur in June 2016, ACE's only remaining assets are expected to consist of cash in an aggregate amount of approximately $7 million.
During the remainder of 2016, ACE will complete the remaining corporate, administrative and tax processes to facilitate its dissolution and the final distribution of the remaining cash of ACE prior to its dissolution. ACE currently expects that such final distribution and dissolution will occur within the next twelve months.
The final distribution to shareholders, the cancellation of the shares of ACE and the dissolution of ACE will not occur until all necessary corporate, administrative and tax measures to dissolve ACE are completed and until the settlement of any remaining contingencies that may arise in connection with the remaining liquidation and dissolution steps of ACE. There is no certainty as to the timing or amount of such final distribution and dissolution.
The distributions to shareholders of ACE will generally be treated as deemed dividends from a Canadian tax standpoint. Such deemed dividends will be designated as eligible dividends for the purposes of the Income Tax Act (Canada).
Annual Shareholder Meeting
As previously announced, effective as of June 28, 2012, all of the directors and officers of ACE resigned from their positions and the Liquidator was vested with the powers of the directors and the shareholders of ACE in accordance with the Canada Business Corporations Act and the Court order issued on June 28, 2012. Accordingly, ACE does not plan to hold an annual shareholder meeting in 2016 with respect to the financial year ended December 31, 2015. ACE will seek confirmation from the Court that no such shareholder meeting shall be held and the Liquidator will post a copy of the relevant application to the Court and notice of the hearing date on its website at www.ey.com/ca/aceaviation at least 7 days in advance of the hearing date. ACE currently expects that the Court hearing will be held on or about June 1, 2016. Shareholders who have questions or require additional information with respect to ACE and the liquidation process may contact the Liquidator by telephone (1-855-279-8388 or 416-943-4444) or by fax (1-416-943-3300).
For additional information with respect to the liquidation of ACE, refer to the management proxy circular dated March 9, 2012, the audited consolidated financial statements and related management's discussion and analysis for the year ended December 31, 2015 and the other public filings of ACE which are available at www.sedar.com and www.aceaviation.com.
CAUTION REGARDING FORWARD-LOOKING INFORMATION
Certain statements in this news release may contain forward-looking statements. Forward-looking statements may relate to analyses and other information that are based on forecasts of future results and estimates of amounts not yet determinable. These statements may involve, but are not limited to, comments relating to strategies, expectations, future actions, the timing of the liquidation, the timing and amount of distributions to shareholders, the timing of Court hearings and Court approvals, the final distribution to shareholders, the cancellation of the shares of ACE and the dissolution of ACE. These forward-looking statements are identified by the use of terms and phrases such as "anticipate", "believe", "could", "estimate", "expect", "intend", "may", "plan", "predict", "project", "will", "would", and similar terms and phrases, including references to assumptions. Forward-looking statements, by their nature, are based on assumptions and are subject to important risks and uncertainties. Any forecasts or forward-looking predictions or statements cannot be relied upon due to, amongst other things, changing external events and general uncertainties of the business. Actual results may differ materially from results indicated in forward-looking statements due to a number of factors, including without limitation, market, regulatory developments or proceedings, and actions by third parties as well as the factors identified throughout ACE's filings with securities regulators in Canada and, in particular, those identified in the Risk Factors section of ACE's 2015 Annual MD&A dated April 29, 2016. ACE will continue to incur operating costs and fees for the duration of the winding-up process. The forward-looking statements contained in this news release represent ACE's expectations as of the date they are made, and are subject to change after such date. However, ACE disclaims any intention or obligation to update or revise any forward-looking statements whether as a result of new information, future events or otherwise, except as required under applicable securities regulations.
SOURCE ACE Aviation Holdings Inc.
For further information: David Saldanha, Ernst & Young Inc., (416) 943-4444; Internet: www.aceaviation.com