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NEWSWIRE SERVICES OR OTHERWISE FOR DISTRIBUTION IN THE UNITED STATES./
TORONTO, March 21, 2014 /CNW/ - Discovery Air Inc. (DA.A) ("Discovery
Air" or the "Corporation") today announced that it has filed a final
short form prospectus (the "Prospectus") in each of the provinces and
territories in Canada in connection with its previously announced
rights offering for gross proceeds of approximately $15,000,000 (the
Under the terms of the Offering, shareholders of Discovery Air in the
provinces and territories of Canada as of the close of business on the
record date of April 1, 2014 (the "Record Date") will be entitled to
receive one right ("Right") for each Class A common voting share of the
Corporation ("Class A Share") and each Class B common variable voting
share of the Corporation ("Class B Share", and together with the Class
A Shares, the "Common Shares") held. The Rights will entitle holders
thereof to subscribe for and purchase from Discovery Air an aggregate
of up to 17,441,860 Common Shares. Every 0.83 Right will entitle the
holder thereof to subscribe for one Common Share at the subscription
price of $0.86 on or before 12:00 p.m. (Toronto time) on April 28,
2014. A copy of the Prospectus can be found on SEDAR at www.sedar.com.
As previously disclosed, Clairvest Group Inc. has agreed, subject to
certain conditions, to purchase from the Corporation such number of
Common Shares that are available to be purchased, but not otherwise
subscribed for under the Offering, up to a predetermined cap (as
further described in the Prospectus) (the "Standby Commitment").
Holders of Common Shares that fully exercise their Rights will be
entitled to subscribe for additional Common Shares, if available, that
were not subscribed for by other Rights holders. The Rights will be
exercisable for at least 21 days following the date of mailing of the
Prospectus. A copy of the Prospectus will be mailed to holders of
Common Shares following the Record Date.
This Toronto Stock Exchange (the "TSX") has conditionally approved the
posting of the Rights on the TSX as well as the Common Shares issuable
upon the exercise of the Rights and pursuant to the Standby Commitment.
This news release does not constitute an offer to sell or a solicitation
of an offer to buy any securities, nor will there be any offer,
solicitation or sale of any securities in any jurisdiction in which
such offer, solicitation or sale would be unlawful prior to the
registration or qualification of the securities under the securities
laws of such jurisdiction.
CAUTION REGARDING FORWARD-LOOKING STATEMENTS
This news release includes forward-looking statements (as defined in
applicable securities laws) regarding Discovery Air and/or its
subsidiaries. Forward-looking statements by definition are based on
assumptions and, as a result, are subject to risks and uncertainties.
As a result of such risks and uncertainties, actual results may differ
materially from those discussed in forward looking statements, and
readers should not place undue reliance on such statements.
With respect to the matters described in this news release, specific
risks include the risk that all regulatory approvals required to
complete the Offering are not obtained and/or that the conditions
precedent to Clairvest Group Inc.'s purchase of Common Shares that are
available to be purchased but not otherwise subscribed for under the
Offering are not satisfied.
Forward-looking statements represent expectations as of the date they
are made, and Discovery Air disclaims any intention or obligation to
update or revise any forward-looking statements it may make, whether as
a result of new information, future events or otherwise, except as
required under applicable securities laws.
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 unsecured convertible
debentures trade on the Toronto Stock Exchange (symbols DA.A and
SOURCE: Discovery Air Inc.
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