Share Consolidation
The Corporation’s shareholders approved a special resolution at the Corporation’s annual and special meeting of shareholders held on
Based on the current number of issued and outstanding shares of the Corporation, the Share Consolidation would reduce the number of issued and outstanding Class A shares and Class B shares (subordinate voting) from 308,734,229 Class A shares and 2,133,526,542 Class B shares (subordinate voting) to approximately 12,349,369 Class A shares and 85,341,061 Class B shares (subordinate voting). Following the Share Consolidation, the Class A shares and Class B shares (subordinate voting) will continue to be listed on the TSX under the symbols “BBD.A” and “BBD.B”, respectively, although the post-consolidation Class A shares and Class B shares (subordinate voting) will be considered a substituted listing with new CUSIP and ISIN numbers.
Proportionate adjustments will be made to the exercise or conversion price and/or the number of shares of the Corporation issuable under any of the Corporation’s outstanding convertible securities, stock options, share units, rights and any other similar securities and the number of Class B shares (subordinate voting) reserved for issuance under each of the Corporation’s Stock Option Plan and 2010 Deferred Share Unit Plan will be reduced proportionately. The maximum number of Class B shares (subordinate voting) purchasable under the Corporation’s NCIB would also be proportionately adjusted.
No fractional shares will be issued or delivered to registered holders of Class A shares and/or Class B shares (subordinate voting) in connection with the Share Consolidation. If, as a result of the Share Consolidation, a shareholder becomes entitled to a fractional share, the number of new post-consolidation Class A shares and/or Class B shares (subordinate voting), as the case may be, to which the registered shareholder is entitled, will be rounded down to the nearest whole number, and any and all fractional Class A shares and Class B shares (subordinate voting) to which registered holders would otherwise be entitled as a result of the Share Consolidation shall be aggregated and sold by the Corporation’s transfer agent and registrar on the market with the proceeds therefrom, net of brokerage commissions and expenses, being proportionately distributed to registered shareholders (without interest) in lieu of such fractional shares.
Further details on the Share Consolidation are contained in Bombardier’s 2022 Management Proxy Circular available on SEDAR and on Bombardier’s website.
Conditional approval to proceed with the Share Consolidation was received from the TSX; however, effecting the Share Consolidation is subject to receiving final approval of the TSX and fulfilling all other regulatory requirements. The exact timing of the Share Consolidation, and additional details and instructions for registered shareholders regarding the Share Consolidation, will be communicated by the Corporation in a press release and other documentation to be issued at a later date.
Renewal of Normal Course Issuer Bid
On
The Board of Directors has approved renewing the NCIB, to commence on a date after the 2021 NCIB terminates and which shall remain in effect for one year, to purchase, on a pre-Share Consolidation basis, up to 20,000,000 Class B shares (subordinate voting) (subject to reasonable adjustment by management of the Corporation to account for changes in the market price of the Class B shares (subordinate voting) at the time of applying to the TSX for approval of the NCIB), representing approximately 0.94% of its 2,133,526,542 Class B shares (subordinate voting) currently issued and outstanding. All Class B shares (subordinate voting) purchased under the renewed NCIB will either be cancelled or placed in trust with
Class B shares (subordinate voting) purchased under the renewed NCIB will be cancelled if purchased in order to mitigate the dilutive effect of granting stock options under the Corporation’s stock option plan, which are settled with Class B shares (subordinate voting). Otherwise, Class B shares (subordinate voting) purchased under the renewed NCIB will be placed in trust with
The NCIB will be conducted through the facilities of the TSX or alternative trading systems, or by exempt offers, private agreements or block purchases. Purchases made on the open market through the facilities of the TSX and alternative trading systems will be at the prevailing market price at the time of acquisition (plus any brokerage fees). In the event the Corporation purchases Class B shares (subordinate voting) by exempt offers, block purchases or private agreements, the purchase price of the Class B shares (subordinate voting) may be, and will be in the case of purchases by private agreement, at a discount to the market price of such Class B shares (subordinate voting) at the time of acquisition, all as may be permitted by the securities regulatory authorities.
The renewal of the NCIB is subject to obtaining approval of the TSX and fulfilling all other regulatory requirements. The exact timing of commencing, and the final maximum number of Class B shares (subordinate voting) purchasable under, the renewed NCIB and other relevant details will be communicated by the Corporation in a press release issued at a later date.
FORWARD-LOOKING STATEMENTS
Certain statements in this announcement are forward-looking statements based on current expectations. By their nature, forward-looking statements require us to make assumptions and are subject to important known and unknown risks and uncertainties, which may cause our actual results in future periods to differ materially from those set forth in the forward-looking statements. Please refer to our note on “Forward-Looking Statements” contained in our latest published financial report.
About Bombardier
Bombardier is a global leader in aviation, focused on designing, manufacturing and servicing the world's most exceptional business jets. Bombardier’s Challenger and Global aircraft families are renowned for their cutting-edge innovation, cabin design, performance and reliability. Bombardier has a worldwide fleet of approximately 5,000 aircraft in service with a wide variety of multinational corporations, charter and fractional ownership providers, governments and private individuals. Bombardier aircraft are also trusted around the world in special-mission roles.
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