RICHMOND, BC, June 21, 2019 /CNW/ - Helijet International Inc. (TSX-V: HJI) ("Helijet" or the "Corporation") further to the Corporation's news releases dated April 18, 2019 and May 16, 2019, the Corporation is pleased to announce that at its special meeting of shareholders held on June 19, 2019 (the "Meeting"), shareholders approved the statutory plan of arrangement under Section 192(1)(f.1) of the Canada Business Corporations Act, in order for the Corporation to complete a going private transaction (the "Arrangement"). The Arrangement was approved as a special resolution of shareholders with 99.97% of the votes cast at the meeting in favour of the Arrangement, and as a separate resolution of disinterested shareholders pursuant to the requirements of Multilateral Instrument 61-101 - Protection of Minority Security Holders in Special Transactions with 98.27% of the votes cast at the meeting by disinterested shareholders in favour of the Arrangement.
Approximately 88% of the common shares of Helijet are held by insiders and their extended family and one other extended family (the "Non-Participating Shareholders"). Pursuant to the Arrangement, Daniel Sitnam, the President and CEO of Helijet (the "Purchaser") will acquire the remaining 12% of the common shares held by public shareholders at a price of $0.30 per common share (the "Consideration"). Following completion of the Arrangement, Helijet will apply to have its common shares delisted from the TSX Venture Exchange (the "TSXV") and it will also apply to the applicable Canadian securities regulatory authorities to cease to be a reporting issuer in each province in which it currently reports.
Helijet intends to complete the Arrangement as soon as possible, although the Arrangement remains subject to (i) completion of financing of the purchase price by the Purchaser; (ii) final court approval; (iii) final approval of the TSXV; and (iv) completion by September 16, 2019. The hearing of the application for final court approval is scheduled for June 26, 2019 before the Supreme Court in Vancouver, British Columbia.
Further details of the Arrangement are set out in the Corporation's information circular prepared for the Meeting dated May 15, 2019, copies of which were mailed to shareholders and filed on SEDAR at www.sedar.com.
About Helijet International Inc.
Helijet International is a Canadian-owned company and the world's largest scheduled helicopter airline carrying well over 2.4 million passengers in the past 33 years. In addition to its scheduled helicopter services, Helijet is the major service provider of dedicated medically equipped helicopters to BC Emergency Health Services. Helijet also provides exclusive use helicopters and business turbojet services to world renowned Sport Fishing Resorts, public service and energy companies throughout the West Coast of British Columbia and Pacific North West. Online at www.helijet.com. Twitter: @Helijet.
Neither the TSX Venture Exchange nor its Regulation Services Provider as that term is defined in the policies of the TSX Venture Exchange accepts responsibility for the adequacy or accuracy of this release.
Caution Regarding Forward-Looking Information Forward-looking statements - Certain information set forth in this news release may contain forward-looking statements that involve substantial known and unknown risks and uncertainties. Forward-looking statements are often, but not always, identified by words such as "believes", "may", "likely", "plans", or similar words. Forward-looking statements included in this news release include statements with respect to (i) the Corporation's plan to not have any Public Shareholders; (ii) the Corporation's plan to de-list from the TSX Venture Exchange; (iii) the Corporation's plan to apply to cease being a reporting issuer; (iv) expectations regarding the Consideration to be paid to the Public Shareholders; and (v) expectations about the Arrangement's Effective Date. These forward-looking statements are subject to numerous risks and uncertainties, certain of which are beyond the control of the Corporation, including, but not limited to the impact of general economic conditions, industry conditions, currency fluctuations, and dependence upon regulatory approvals. The Arrangement is subject to several conditions including (i) completion of financing by the Purchaser; (ii) court approval; (iii) approval of the TSX Venture Exchange; and (iv) completion of the Arrangement by September 16, 2019. There is no guarantee all of these conditions will be satisfied. If any of the conditions to the Arrangement are not satisfied, the Arrangement may not be completed. Readers should not assume that any or all of the conditions will be met or that the Arrangement will be completed by the target date. Readers are cautioned that the assumptions used in the preparation, may prove to be imprecise and, as such, undue reliance should not be placed on the forward-looking statements. The Corporation does not assume any obligation to update the forward-looking statements to reflect changes in assumptions or circumstances other than as required by applicable law.
SOURCE Helijet International Inc.
For further information: Helijet International Inc., Daniel A. Sitnam President/CEO, 5911 Airport Road South, Richmond, B.C. Canada V7B 1B5, P: 604-231-3515 / F: 604-273-5301