TORONTO,
Sept. 30, 2014 /CNW/ - Discovery Air
Inc. (DA.A) ("Discovery Air" or the "Corporation")
today announced it will seek approval from holders of its 8.375%
convertible unsecured subordinated debentures due June 30, 2016 (DA.DB.A) (the "Debentures")
to amend the terms of the Debentures at a meeting of Debenture
holders to be held on November 27,
2014 (the "Meeting").
The proposed amendments (the
"Amendments") to the Debentures consist of: (i) extending
the maturity date of the Debentures from June 30, 2016 to June 30,
2018, subject to the completion of an equity offering of the
Corporation's Class A common voting shares and / or Class B
variable voting shares for minimum aggregate net proceeds of CAD
$5,000,000 prior to June 30, 2016; and (ii) modifying the change of
control provisions of such Debentures to allow additional equity to
be invested in the Corporation by Clairvest Group Inc., without
requiring the Corporation to repurchase all of the Debentures then
outstanding after any investment.
Jacob (Koby)
Shavit, the Corporation's President and Chief Executive
Officer stated: "Discovery Air's strategy requires additional
capital to achieve its previously announced plan. These
Amendments will assist us in delivering on our objectives and
growth opportunities by providing increased financial flexibility
to access the capital needed. The Amendments will also
provide Debenture holders with a longer period of time during which
to receive, what we believe to be, an attractive yield in the
current interest rate environment, based on the continued cash
interest rate of 8.375%."
Discovery Air is also pleased that two Debenture
holders are supportive of our strategy and the Amendments. Holding
an aggregate of 28% of the Debentures, these Debenture holders have
entered into lock-up agreements with the Corporation and intend to
vote for/consent to the Amendments. They recognize the
advantage in being able to retain a cash interest bearing
investment which allows for participation in the Corporation's
strategic growth.
Further information concerning the Amendments
will be outlined in the notice of Meeting (and accompanying
materials) to be sent to Debenture holders in the coming weeks.
Kingsdale Shareholder Services ("Kingsdale") has
been retained by Discovery Air as the Proxy Solicitation and
Information Agent in relation to the Meeting. Debenture
holders with questions can contact Kingsdale at 1-888-518-6559 toll
free in North America, collect at
416-867-2272 outside of North
America, or by email at:
contactus@kingsdaleshareholder.com.
Forward-Looking Statements
Forward-looking information and statements are
included in this earnings release. Please refer to the
statement regarding forward-looking statements contained in the
Corporation's MD&A for the quarter ended July 31, 2014, which are incorporated herein by
reference. That statement provides an explanation as to what
forward-looking statements are, and the specific factors,
uncertainties and potential events that the Corporation has
identified for the attention of readers. When relying on
forward-looking information and statements to make decisions,
investors and others should carefully consider these factors and
other uncertainties and potential events.
The Corporation's unaudited interim condensed
consolidated financial statements and MD&A for the quarter
ended July 31, 2014 are available on
the Corporation's website at www.discoveryair.com and on SEDAR at
www.sedar.com. The reader is encouraged to review the
unaudited interim condensed consolidated financial statements and
MD&A for the quarter ended July 31,
2014 for more complete disclosure on the Corporation's
financial condition and results of operations.
The Corporation's Class A common voting shares
and unsecured convertible debentures trade on the Toronto Stock
Exchange under the symbols DA.A and DA.DB.A, respectively.
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 certification services.
Discovery Air's Class A common voting shares and
Debentures trade on the Toronto Stock Exchange (symbols DA.A and
DA.DB.A, respectively).
SOURCE Discovery Air Inc.