MIAMI, FL., June 29, 2021 – Global Crossing Airlines Group Inc. (JET: TSX-V; JETMF: OTCQB) (the “Company” or “GlobalX”) and Canada Jetlines Operations Ltd. (“Jetlines”) are pleased to announce that effective June 28, 2021 they have closed the plan of arrangement (the "Arrangement") pursuant to which GlobalX has completed a spin-out of the shares of Jetlines to its shareholders.
Each shareholder of GlobalX as of the record date for the Arrangement (“Record Date”), will receive one share of Jetlines for every two shares of GlobalX held on the Record Date. It is expected that the Jetlines shares shall be distributed to GlobalX shareholders on or about July 2, 2021. The Jetlines shares are distributed by way of dividend at a value of Cdn$0.15 per Jetlines shares with 50% of the Jetlines shares being subject to a transfer restriction that will expire 12 months from the effective date of the Arrangement. As of the closing of the Arrangement there are a total of 33,403,145 Jetlines shares issued and outstanding (including the 8,350,786 shares that have been retained by GlobalX representing 25% of the issued and outstanding Jetlines shares).
In order to comply with regulatory requirements for foreign control of a Canadian airline, Jetlines established a dual class share structure of Common Shares and Variable Voting Shares. Common Voting Shares carry one vote per share at meetings of shareholders of Jetlines. The number of votes for each Variable Voting Share is subject to adjustment in the event that foreign voting control limits are exceeded as prescribed by the Canada Transportation Agency. Common Voting Shares may only be owned or controlled by persons who are Canadians and Variable Voting Shares may only be owned or controlled by persons who are not Canadians. As a result Canadian shareholders of GlobalX will receive Common Voting Shares of Jetlines and non-Canadian shareholders of GlobalX will receive Variable Voting Shares of Jetlines. Going forward if additional Jetlines shares are purchased, such shares will be deemed to be automatically converted to Common Voting Shares when held by Canadians and to Variable Voting Shares when held by non-Canadians.
As a result of the Arrangement, adjustments were made to certain of the issued and outstanding warrants of GlobalX issued on June 23, 2020 (the “June 2020 Warrants”) and July 10, 2020 (the “July 2020 Warrants”). The table below sets out the final adjustment to the warrants assuming a holder had 1,000 warrants prior to the adjustments from the Arrangement.
|Prior Terms||Adjusted Terms Post Arrangement|
|Series||Exercise Price||No. of Warrants||Exercise Price||No. of Warrants|
For further details on the Arrangement and the business of Jetlines following the Arrangement, please refer to the Information Notice that is available on SEDAR at www.sedar.com.
The securities to be issued under the Arrangement have not been and will not be registered under the U.S. Securities Act of 1933, and may not be offered or sold in the United States absent registration or applicable exemption from registration requirements. It is anticipated that any securities to be issued under the Arrangement will be offered and issued in reliance upon the exemption from the registration requirements of the U.S. Securities Act of 1933 provided by Section 3(a)(10) thereof. This press release does not constitute an offer to sell, or the solicitation of an offer to buy, any securities.