MONTRÉAL, June 1, 2016 /CNW
Telbec/ - ACE Aviation Holdings Inc. (ACE.H) announced today that
it has received Court approval for an interim cash distribution to
shareholders in the aggregate amount of $12
million (or approximately $0.36 per share).
Liquidation Process
On June 28, 2012, further to the
approval by ACE shareholders on April 25,
2012 of a special resolution providing for the voluntary
liquidation of ACE, the Superior Court of Québec (Commercial
Division) (the "Court") issued an order appointing Ernst
& Young Inc. as liquidator of ACE (the
"Liquidator").
Pursuant to an order issued by the Court on February 25, 2013, the Liquidator established a
process for the identification, resolution and barring of claims
and other contingent liabilities against ACE. Creditors had until
May 13, 2013 to file their proof of
claims, failing which their claims would be barred and
extinguished. The audited annual consolidated financial statements
of ACE for the year ended December 31,
2015 and the related management's discussion and analysis,
which were filed on SEDAR, include a description of proofs of claim
that were received and the status thereof.
As at June 1, 2016, ACE's only
remaining assets consist of cash in an aggregate amount of
approximately $19 million.
Court Approval for Interim Distribution to
Shareholders
Given the results of the claims process and the expiry of all
the contingent obligations covered by proofs of claims filed in
such process, the Liquidator sought Court approval for a cash
distribution to shareholders of ACE in the aggregate amount of
$12 million (or approximately
$0.36 per share). The Court hearing
was held on June 1, 2016 and the
Court approved the distribution. The Liquidator posted a copy of
the relevant application to the Court and Court order on its
website at www.ey.com/ca/aceaviation.
The record date to determine shareholders entitled to receive
the distribution will be June 14,
2016 and the payment for the distribution will be
June 22, 2016.
This distribution is hereby designated as an eligible dividend
for purposes of the Income Tax Act (Canada).
The common shares of ACE are listed on the NEX board of the TSX
Venture Exchange. Given that the cash distribution represents more
than 25% of the market value of ACE, the NEX board of the TSX
Venture Exchange has determined that "Due Bill" trading procedures
will apply to the distribution. Pursuant to such "Due Bill" trading
procedures, trades of common shares of ACE entered into from the
opening of trading on June 10, 2016
until and including the close of trading on June 22, 2016 will
have a Due Bill attached which will allow the purchaser to receive
the distribution instead of the seller, even if such trades are
settled after the June 14, 2016
record date. Investors who enter into trades to purchase common
shares on or after the ex-distribution date of June 23, 2016 will not be entitled to the
distribution. The Due Bills will be redeemed on June 27, 2016 once all trades with attached Due
Bills entered into up to the close of trading on June 22, 2016
have settled.
Further to the distribution, ACE's only remaining assets will
consist of cash in an aggregate amount of approximately
$7.0 million.
During the remainder of 2016, ACE will complete the remaining
corporate, administrative and tax processes to facilitate its
dissolution and the final distribution of the remaining cash of ACE
prior to its dissolution. ACE currently expects that such final
distribution and dissolution will occur within the next twelve
months.
The final distribution to shareholders, the cancellation of the
shares of ACE and the dissolution of ACE will not occur until all
necessary corporate, administrative and tax measures to dissolve
ACE are completed and until the settlement of any remaining
contingencies that may arise in connection with the remaining
liquidation and dissolution steps of ACE. There is no certainty as
to the timing or amount of such final distribution and
dissolution.
Confirmation from the Court with respect to Shareholder
Meeting
As previously announced, effective as of June 28, 2012, all of the directors and officers
of ACE resigned from their positions and the Liquidator was vested
with the powers of the directors and the shareholders of ACE in
accordance with the Canada Business Corporations Act and the Court
order issued on June 28, 2012.
Accordingly, ACE does not plan to hold an annual shareholder
meeting in 2016 with respect to the financial year ended
December 31, 2015. ACE sought and
obtained on June 1, 2016 confirmation
from the Court that no such shareholder meeting shall be held.
Shareholders who have questions or require additional information
with respect to ACE and the liquidation process may contact the
Liquidator by telephone (1-855-279-8388 or 416-943-4444) or by fax
(1-416-943-3300).
For additional information with respect to the liquidation of
ACE, refer to the management proxy circular dated March 9, 2012, the audited consolidated financial
statements and related management's discussion and analysis for the
year ended December 31, 2015 and the
other public filings of ACE which are available at www.sedar.com
and www.aceaviation.com.
CAUTION REGARDING FORWARD-LOOKING INFORMATION
Certain statements in this news release may contain
forward-looking statements. Forward-looking statements may relate
to analyses and other information that are based on forecasts of
future results and estimates of amounts not yet determinable. These
statements may involve, but are not limited to, comments relating
to strategies, expectations, planned operations, future actions,
the timing of the completion of the remaining liquidation steps,
the timing of the dissolution and final distribution to
shareholders and the cancellation of the shares of ACE. These
forward-looking statements are identified by the use of terms and
phrases such as "anticipate", "believe", "could", "estimate",
"expect", "intend", "may", "plan", "predict", "project", "will",
"would", and similar terms and phrases, including references to
assumptions. 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, market, regulatory developments or proceedings,
and actions by third parties as well as the factors identified
throughout ACE's filings with securities regulators in Canada and, in particular, those identified in
the Risk Factors section of ACE's 2015 Annual MD&A dated
April 29, 2016. ACE will continue to
incur operating costs and fees for the remainder of the winding-up
process. The forward-looking statements contained in this news
release represent ACE's expectations as of the date they are made,
and are subject to change after such date. However, ACE disclaims
any intention or obligation to update or revise any forward-looking
statements whether as a result of new information, future events or
otherwise, except as required under applicable securities
regulations.
SOURCE ACE Aviation Holdings Inc.