AVCORP Files Final Prospectus for Rights Offering



    
    Common Stock Listed
    Toronto
    Trading Symbol: AVP
    

    VANCOUVER, Aug. 31 /CNW/ - Avcorp Industries Inc. ("Avcorp" or the
"Company") (TSX: AVP) announced today the filing of its final short form
prospectus dated August 31, 2009 in each of the provinces and territories of
Canada in respect of the previously announced rights offering for gross
proceeds of up to $7,755,583 (the "Rights Offering").
    Each holder of record of Avcorp common shares ("Common Shares") as of the
close of business on September 10, 2009 will receive one right ("Right") for
each Common Share held. Every 0.4 Rights will entitle the holder thereof to
acquire one Common Share upon payment of $0.06 per Common Share (the
"Subscription Price"). The Rights may be exercised commencing September 15,
2009 and the Rights will expire at 2:00 p.m. (Vancouver time) on October 7,
2009 (the "Expiry Time"). Holders of Rights who exercise their Rights in full
will be entitled to purchase, at the Subscription Price, any Common Shares
that are not otherwise subscribed for under the Rights Offering prior to the
Expiry Time on a pro rata basis.
    To subscribe for Common Shares, a completed rights certificate, together
with payment in full of the Subscription Price for each Common Share
subscribed for, must be received by the subscription agent for the Rights
Offering, CIBC Mellon Trust Company (the "Subscription Agent"), prior to the
Expiry Time.
    The Rights Offering is being made to holders of Common Shares in all of
the provinces and territories of Canada. Rights certificates and prospectuses
will not be mailed to holders of Common Shares resident outside of Canada
("Non-Qualifying Shareholders"). Non-Qualifying Shareholders will be sent a
letter advising them that their rights certificates will be issued to and held
by the Subscription Agent, which will hold those Rights as agent for the
benefit of all Non-Qualifying Shareholders.
    The Rights and Common Shares issuable upon the exercise of the Rights
have not been and will not be registered under the U.S. Securities Act and may
not be offered or sold in the United States of America or any of its
territories or possessions or to U.S. Persons. Accordingly, subscriptions will
not be accepted from any security holder or transferee who is a U.S. Person or
resident in the United States of America, its territories or possessions.
    Avcorp will accept subscriptions from Non-Qualifying Shareholders, other
than holders resident in the United States, if they satisfy the Subscription
Agent and Avcorp that such offering to and subscription by such holder or
transferee is lawful and in compliance with all securities and other laws
applicable in the jurisdiction where such holder or transferee is resident. A
Non-Qualifying Shareholder in a jurisdiction other than the United States who
meets these requirements and wishes to exercise Rights must complete and
deliver a request for exempt purchaser status, which will be provided in the
materials sent to such shareholder.
    After September 25, 2009 the Subscription Agent will attempt, on a
commercially reasonable basis, to sell the Rights of Non-Qualifying
Shareholders (other than those shareholders from whom Avcorp accepts
subscriptions) over the facilities of the Toronto Stock Exchange. The
Subscription Agent will mail cheques representing the net proceeds, without
interest, from such sales.
    As previously announced, Panta Holdings B.V. ("Panta") has agreed to
provide a standby commitment under which it will purchase from the Company at
the Subscription Price any Common Shares (the "Standby Common Shares") that
are not otherwise subscribed for under the Rights Offering prior to the Expiry
Time. In consideration for Panta agreeing to subscribe for the Standby Common
Shares, Panta has been granted the right to subscribe for up to 8,078,733
additional Common Shares at the Subscription Price.
    Further details concerning the Rights Offering and the procedures to be
followed by holders of Common Shares are contained in the prospectus available
on www.sedar.com.

    About Avcorp

    Avcorp designs and builds major airframe structures for some of the
world's leading aircraft companies, including Boeing, Bombardier, and Cessna.
With 50 years of experience, more than 650 skilled employees and a 300,000
square foot facility near Vancouver, Canada, the Company's depth and breadth
of capabilities are unique in the aerospace industry for a company of its
size. Avcorp is a Canadian public company traded on the Toronto Stock Exchange
(TSX."AVP"). More information is available at www.avcorp.com.

    
    (signed)                                      (signed)

    MARK VAN ROOIJ                                PAUL KALIL
    CHIEF EXECUTIVE OFFICER                       PRESIDENT
    

    Forward-Looking Statements

    Certain statements in this release and other oral and written statements
made by the Company from time to time are forward-looking statements,
including those that discuss strategies, goals, outlook or other
non-historical matters; or projected revenues, income, returns or other
financial measures. These forward-looking statements are subject to risks and
uncertainties that may cause actual results to differ materially from those
contained in the statements, including the following: (a) the extent to which
the Company is able to achieve savings from its restructuring plans; (b)
uncertainty in estimating the amount and timing of restructuring charges and
related costs; (c) changes in worldwide economic and political conditions that
impact interest and foreign exchange rates; (d) the occurrence of work
stoppages and strikes at key facilities of the Company or the Company's
customers or suppliers; (e) government funding and program approvals affecting
products being developed or sold under government programs; (f) cost and
delivery performance under various program and development contracts; (g) the
adequacy of cost estimates for various customer care programs including
servicing warranties; (h) the ability to control costs and successful
implementation of various cost reduction programs; (i) the timing of
certifications of new aircraft products; (j) the occurrence of further
downturns in customer markets to which the Company products are sold or
supplied or where the Company offers financing; (k) changes in aircraft
delivery schedules or cancellation of orders; (l) the Company's ability to
offset, through cost reductions, raw material price increases and pricing
pressure brought by original equipment manufacturer customers; (m) the
availability and cost of insurance; (n) the Company's ability to maintain
portfolio credit quality; (o) the Company's access to debt financing at
competitive rates; and (p) uncertainty in estimating contingent liabilities
and establishing reserves tailored to address such contingencies.





For further information:

For further information: Sandi DiPrimo, Investor Relations Contact,
(604) 587-4938


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