/NOT FOR DISTRIBUTION TO U.S. NEWS WIRE SERVICES OR DISSEMINATION IN THE UNITED STATES./
Each Unit is to be comprised of one Class B Voting Share or one Class A Variable Voting Share (the "Shares") and one-half of one share purchase warrant (each whole share purchase warrant, a "Warrant"). Each Warrant will entitle the holder thereof to acquire one Share at an exercise price of C$2.20 per Share (the "Exercise Price") at any time prior to
The Underwriters will have an option to purchase additional Shares and/or Warrants representing, in aggregate, 15% of the Offer, exercisable in whole or in part at any time until 30 days after closing. The aggregate number of additional Shares and Warrants to be issued under the Over-Allotment Option shall not exceed 24,075,000 Shares and 12,037,500 Warrants.
In the event that, prior to the time of expiry of the Warrants, the 20-day volume weighted average price of the Class B Voting Shares on the TSX is equal to or greater than C$4.00 or, the 20-day volume weighted average price of the Class A Variable Voting Shares on the TSX is equal to or greater than C.
The Offering is subject to receipt of all necessary regulatory and stock exchange approvals.
Net proceeds of the offering will be used for working capital and general corporate purposes. Closing is expected on or about
The securities offered have not been registered under the U.S. Securities Act of 1933, as amended, and may not be offered or sold in the
Class B Voting Shares may only be owned and controlled by Canadians. Any Class B Voting Share owned or controlled by a person who is not a Canadian is automatically converted to a Class A Variable Voting Share. Class A Variable Voting Shares may only be owned or controlled by persons who are not Canadians. Therefore, any Class A Variable Voting Share owned and controlled by a person who is a Canadian is automatically converted to a Class B Voting Share. Purchasers of the Units who are Canadians will receive Class B Voting Shares as the underlying security of the Unit and upon exercise of any Warrant. Purchasers of the Units who are not Canadians will receive Class A Variable Voting Shares as the underlying security of the Unit and upon exercise of any Warrant. "Canadian" is defined under subsection 55(1) of the
CAUTION REGARDING FORWARD-LOOKING INFORMATION
Air Canada's public communications may include written or oral forward-looking statements within the meaning of applicable securities laws. 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, industry, market, credit and economic conditions, the ability to reduce operating costs and secure financing, pension issues, energy prices, currency exchange and interest rates, employee and labour relations, competition, war, terrorist acts, epidemic diseases, insurance issues and costs, changes in demand due to the seasonal nature of the business, supply issues, changes in laws, regulatory developments or proceedings, pending and future litigation and actions by third parties as well as the factors identified throughout Air Canada's public disclosure file available at www.sedar.com. The forward-looking statements contained in this news release represent Air Canada's expectations as of the date of this news release and are subject to change after such date. However, Air
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