MONTREAL, March 12, 2012 /CNW Telbec/ - ACE Aviation Holdings Inc. (ACE) announced today that the management proxy circular prepared in connection with the annual and special meeting of shareholders to be held on April 25, 2012 has been finalized and will be mailed promptly to shareholders of ACE. The management proxy circular will also be available under ACE's profile at www.sedar.com on March 13, 2012.
At the meeting, shareholders will be asked to consider and adopt a special resolution approving an amendment to the articles of ACE pursuant to which all Class A variable voting shares and Class B voting shares of ACE will be converted into a new class of common shares of ACE on a one for one basis. Each common share of ACE will be entitled to one vote per share, regardless of the residency or status as Canadian of the shareholders. The share conversion will form part of the steps being implemented by ACE in order to complete its winding-up and dissolution in a tax-efficient manner. In the event that the amendment to the articles relating to the share conversion is not approved by the shareholders at the meeting, the resolution relating to the winding-up of ACE described below will not be submitted to the shareholders for approval.
The board of directors will also seek shareholder approval to proceed with the winding-up of ACE, the distribution of its net assets after providing for liabilities, contingencies and costs, and ultimately its dissolution in the future. ACE intends to make an initial distribution to its shareholders of an aggregate amount between $250 million and $300 million, within the weeks following the shareholders meeting, on a date to be determined by the board of directors. The final distribution to shareholders will not occur earlier than mid-year 2013 in order to allow that any remaining contingent liabilities be settled or otherwise provided for. The distributions will generally be treated as deemed dividends from a Canadian tax standpoint.
ACE also announced today that it has received a certificate of discharge dated March 7, 2012 from the Canada Revenue Agency in order to address any outstanding tax liabilities in connection with all taxation years ended on or prior to December 31, 2010. ACE expects to receive a similar certificate from Revenu Québec shortly.
Additional information with respect to the matters to be voted upon at the meeting will be set out in the management proxy circular. Shareholders of record as of March 6, 2012 are entitled to receive notice of and to vote at the meeting.
For further information on ACE's public disclosure file, including ACE's Annual Information Form, please consult SEDAR at www.sedar.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, planned operations, future actions, the timing of the liquidation and the distributions to shareholders and the amount of the initial distribution to shareholders. 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 2011 MD&A dated February 9, 2012. The winding-up is subject to the approval of ACE's shareholders. If ACE does not proceed with the winding-up, or does not do so in a timely manner, ACE will continue to incur operating costs and fees. 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
For further information:
Contact: Des Beaumont (514) 205-7639