VANCOUVER, BRITISH COLUMBIA, Canada Jetlines Ltd. (TSX-V: JET) (the “Company” or “Jetlines”) is pleased to announce that it has received an exemption from the British Columbia Securities Commission, and other securities regulatory authorities, that will allow the Company’s variable voting shares and common voting shares to be treated as a single class for the purposes of applicable take-over bid requirements and early warning reporting requirements contained under Canadian securities laws. The Company applied for the exemption, which is effective immediately, to facilitate an investment in variable voting shares by non-Canadians, as defined under the Canada Transportation Act. This exemption is expected to facilitate trading in the Company’s shares by non-Canadians.
Pursuant to an application by the Company, the securities regulatory authorities in each of the provinces and territories of Canada (except for Quebec and Nunavut where the Company is not a reporting issuer) granted exemptive relief (the “Decision”) from:
Applicable formal take-over bid requirements, as contained under Canadian securities laws, such that those requirements would only apply to an offer to acquire 20 per cent or more of the outstanding common voting shares and variable voting shares of the Company on a combined basis;
Applicable early warning report requirements, as contained under Canadian securities laws, such that those requirements would only apply to an acquirer who acquires or holds beneficial ownership of, or control or direction over, 10 per cent or more of the outstanding common voting shares and variable voting shares of the Company on a combined basis; and
Applicable requirement to issue and file a news release in respect of acquisitions during a take-over bid, such that those requirements would only apply to an acquirer who acquires or holds beneficial ownership of, or control or direction over, five percent or more of the outstanding common voting shares and variable voting shares of the Company on a combined basis.
Without the exemptive relief, shareholders were subject to these requirements based on the number of shares outstanding solely of the class held by the shareholder. This is a number that can vary without notice due to automatic conversions, which is in some respects not indicative of the shareholder's real ownership value. Due to the relatively small number of outstanding variable voting shares, absent the Decision, it would have been more difficult for non-Canadians to acquire shares in the ordinary course without the apprehension of inadvertently triggering the take-over bid rules or early warning requirements.
The Decision takes into account that the Company’s dual class shareholding structure was implemented solely to ensure compliance with the foreign ownership requirements of the Canada Transportation Act. An investor does not control or choose which class of the Company’s shares it acquires and holds. The class of shares ultimately available to an investor is only a function of the investor's status as a Canadian or non-Canadian (as defined under the Canada Transportation Act). The Decision considered the fact that the variable voting shares and voting shares have identical terms except for the foreign ownership voting limitations applicable in the case of the variable voting shares.