RICHMOND, BC, June 21, 2019 /CNW/ - Helijet
International Inc. (TSX-V: HJI) ("Helijet" or the
"Corporation") further to the Corporation's news releases
dated April 18, 2019 and May 16, 2019, the Corporation is pleased to
announce that at its special meeting of shareholders held on
June 19, 2019 (the "Meeting"),
shareholders approved the statutory plan of arrangement under
Section 192(1)(f.1) of the Canada Business Corporations Act,
in order for the Corporation to complete a going private
transaction (the "Arrangement"). The Arrangement was
approved as a special resolution of shareholders with 99.97% of the
votes cast at the meeting in favour of the Arrangement, and as a
separate resolution of disinterested shareholders pursuant to the
requirements of Multilateral Instrument 61-101 - Protection of
Minority Security Holders in Special Transactions with 98.27%
of the votes cast at the meeting by disinterested shareholders in
favour of the Arrangement.
Approximately 88% of the common shares of Helijet are held by
insiders and their extended family and one other extended family
(the "Non-Participating Shareholders"). Pursuant to the
Arrangement, Daniel Sitnam, the
President and CEO of Helijet (the "Purchaser") will acquire
the remaining 12% of the common shares held by public shareholders
at a price of $0.30 per common share
(the "Consideration"). Following completion of the
Arrangement, Helijet will apply to have its common shares delisted
from the TSX Venture Exchange (the "TSXV") and it will also
apply to the applicable Canadian securities regulatory authorities
to cease to be a reporting issuer in each province in which it
currently reports.
Helijet intends to complete the Arrangement as soon as possible,
although the Arrangement remains subject to (i) completion of
financing of the purchase price by the Purchaser; (ii) final court
approval; (iii) final approval of the TSXV; and (iv) completion by
September 16, 2019. The hearing
of the application for final court approval is scheduled for
June 26, 2019 before the Supreme
Court in Vancouver, British
Columbia.
Further details of the Arrangement are set out in the
Corporation's information circular prepared for the Meeting dated
May 15, 2019, copies of which were
mailed to shareholders and filed on SEDAR at www.sedar.com.
About Helijet International Inc.
Helijet International is a Canadian-owned company and the
world's largest scheduled helicopter airline carrying well over 2.4
million passengers in the past 33 years. In addition to its
scheduled helicopter services, Helijet is the major service
provider of dedicated medically equipped helicopters to BC
Emergency Health Services. Helijet also provides exclusive use
helicopters and business turbojet services to world renowned Sport
Fishing Resorts, public service and energy companies throughout the
West Coast of British Columbia and
Pacific North West. Online at www.helijet.com. Twitter:
@Helijet.
Neither the TSX Venture Exchange nor its Regulation Services
Provider as that term is defined in the policies of the TSX Venture
Exchange accepts responsibility for the adequacy or accuracy of
this release.
Caution Regarding Forward-Looking Information Forward-looking
statements - Certain information set forth in this news release may
contain forward-looking statements that involve substantial known
and unknown risks and uncertainties. Forward-looking
statements are often, but not always, identified by words such as
"believes", "may", "likely", "plans", or similar words.
Forward-looking statements included in this news release include
statements with respect to (i) the Corporation's plan to not have
any Public Shareholders; (ii) the Corporation's plan to de-list
from the TSX Venture Exchange; (iii) the Corporation's plan to
apply to cease being a reporting issuer; (iv) expectations
regarding the Consideration to be paid to the Public Shareholders;
and (v) expectations about the Arrangement's Effective Date.
These forward-looking statements are subject to numerous risks and
uncertainties, certain of which are beyond the control of the
Corporation, including, but not limited to the impact of general
economic conditions, industry conditions, currency fluctuations,
and dependence upon regulatory approvals. The Arrangement is
subject to several conditions including (i) completion of financing
by the Purchaser; (ii) court approval; (iii) approval of the TSX
Venture Exchange; and (iv) completion of the Arrangement by
September 16, 2019. There
is no guarantee all of these conditions will be satisfied. If
any of the conditions to the Arrangement are not satisfied, the
Arrangement may not be completed. Readers should not assume that
any or all of the conditions will be met or that the Arrangement
will be completed by the target date. Readers are cautioned
that the assumptions used in the preparation, may prove to be
imprecise and, as such, undue reliance should not be placed on the
forward-looking statements. The Corporation does not assume
any obligation to update the forward-looking statements to reflect
changes in assumptions or circumstances other than as required by
applicable law.
SOURCE Helijet International Inc.