Air Canada 2006 Annual Report Download - page 40

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9.8 Share Information
An aggregate of 100 million Class A variable voting shares and Class B voting shares in the capital of Air
Canada are issued and outstanding. On November 24, 2006, Air Canada sold an aggregate of 9,523,810 Class
A variable voting shares and Class B voting shares at $21 per share for net proceeds of $187 million. The
transaction was part of Air Canada’s IPO which included a secondary offering whereby ACE sold an aggregate
of 15,476,190 Class A variable voting shares and Class B voting shares also at $21 per share for gross
proceeds of $325 million.
The authorized share capital of Air Canada consists of an unlimited number of Class A variable voting shares
and an unlimited number of Class B voting shares. The Class A variable voting shares may only be held,
beneficially owned or controlled, directly or indirectly, by persons who are not Canadians, as such term is
defined in the Canada Transportation Act (“Qualified Canadians”). The Class B voting shares may only be held,
beneficially owned and controlled, directly or indirectly, by Qualified Canadians. The two classes of shares have
equivalent rights except for voting rights. Holders of Class A variable voting shares are entitled to one vote per
share unless (i) the aggregate number of Class A variable voting shares outstanding, as a percentage of the
total number of votes attaching to all issued and outstanding voting shares of Air Canada exceeds 25 percent,
or (ii) the total number of votes cast by or on behalf of holders of Class A variable voting shares at any meeting
exceeds 25 percent of the total number of votes that may be cast at such meeting. If the 25 percent threshold
would be surpassed at any time, the votes attaching to the Class A variable voting shares would be
proportionately reduced. Class A variable voting shares will be automatically converted, without any further act
of Air Canada or the holder, to Class B voting shares if the shares become held, beneficially owned and
controlled, directly or indirectly, by a Qualified Canadian. Class B Voting shares will be automatically converted,
without any further act of Air Canada or the holder, to Class A variable voting shares if the shares become held,
beneficially owned or controlled, directly or indirectly, by a party that is not a Qualified Canadian.
The issued and outstanding shares of Air Canada, along with shares potentially issuable, are as follows:
Number of shares (000)
At January 31, 2007
Issued and outstanding shares
Class A variable voting shares
17,572,543
Class B voting shares
82,427,457
Total issued and outstanding shares
100,000,000
Number of shares (000)
At January 31, 2007
Class A variable voting and Class B voting shares
potentially issuable
Stock options
1,695,035
Total shares potentially issuable
1,695,035
Number of shares (000)
At January 31, 2007
101,695,035
Total outstanding and potentially issuable shares
40