Discovery Air Announces Rights Offering
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Toronto, ON, January 19, 2015 – Discovery Air Inc. (DA.A) (“Discovery Air” or the “Corporation”) today announced that it has filed a preliminary short form prospectus (the “Preliminary Prospectus”) in each of the provinces and territories in Canada in connection with a rights offering (“Offering”) in order to raise up to $11,000,000 of equity capital through the sale of its Class A common voting shares and Class B common variable voting shares (collectively, the “Common Shares”), as applicable.
Under the Offering, Discovery Air will distribute rights to its shareholders to subscribe for Common Shares (the “Rights”) at a price (the “Exercise Price”) per Common Share which is at a 25.01% discount to the prevailing per share market price at the time the (final) short form prospectus in connection with the Offering is filed with securities regulators. Shareholders will receive one Right for each Common Share held. The record date, the expiry date and the number of Rights required to purchase one Common Share will be determined at the time of filing of a (final) short form prospectus. 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 (final) short form prospectus. The Corporation will apply to list the Rights and the Common Shares issuable upon the exercise thereof on the Toronto Stock Exchange (the “TSX”). This Offering is subject to regulatory approval, including the approval of the TSX.
Discovery Air intends to use the net proceeds from the Offering for general corporate purposes, including funding discretionary growth initiatives and working capital, and to reduce indebtedness.
Details regarding Discovery Air, the Offering, risk factors and other matters required to be addressed under applicable securities laws are included in the Preliminary Prospectus. A copy of the Preliminary Prospectus can be found on SEDAR at www.sedar.com.
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 and the Offering. 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 that the Offering will not be completed as contemplated or at all. For a more detailed discussion of forward-looking statements and the risks associated therewith, please refer to the Preliminary Prospectus under the heading “Note Regarding Forward-Looking Statements.”
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 and employing 850 team members in every region of Canada. Its subsidiaries provide contracted air training services, helicopter operations, medevac equipped aircraft services, airborne fire services, fixed-wing air charter services, expediting and logistics support, and a range of maintenance, repair, overhaul, modification, engineering and certification services.
Discovery Air’s Class A common voting shares and unsecured convertible debentures trade on the TSX (symbols DA.A and DA.DB.A, respectively).
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