Air Canada 2009 Annual Report Download - page 44

2009 Air Canada Annual Report
44
10.7 SHARE INFORMATION
An aggregate of 278,147,059 Class A variable voting shares and Class B voting shares in the capital of Air Canada are issued
and outstanding. The issued and outstanding shares of Air Canada, along with shares potentially issuable, are as follows:
Number of shares at
January 31, 2010 December 31, 2008
Issued and outstanding shares
Class A variable voting shares 59,341,968 15,475,659
Class B voting shares 218,805,091 84,524,341
Total issued and outstanding shares 278,147,059 100,000,000
Class A variable voting and Class B voting shares potentially issuable
Warrants 90,250,000 -
Stock options 3,963,474 1,701,447
Performance share units 561,846 559,885
Total shares potentially issuable 94,775,320 2,261,332
Total outstanding and potentially issuable shares 372,922,379 102,261,332
Under the Credit Facility identifi ed in section 6 of this MD&A, Air Canada issued to the lenders, concurrently with the fi rst
drawdown, warrants for the purchase of fi ve million of Air Canada’s Class A variable voting shares or Class B voting shares
representing an aggregate of 5% of the total issued and outstanding shares as at the closing date of the Credit Facility,
allocated among the lenders based on their pro-rata lending commitments under the Credit Facility. These initial warrants
have an exercise price of $1.51 per share, are exercisable at any time and expire four years after the date of issuance. In
the event that Air Canada did not grant additional security over certain assets within 90 days of closing, Air Canada was
required to issue to the lenders additional warrants representing up to an additional fi ve million shares or 5% of the total
issued and outstanding shares (determined at the time of issuance of such additional warrants) with an average exercise
price established based on a volume weighted average price over the fi ve days before issuance, exercisable at any time
and expiring four years after the date of issuance. These additional warrants were issued on October 19, 2009 and have an
exercise price of $1.44 per share.
Pursuant to the Pension MOUs, on October 26, 2009, Air Canada issued to a trust, 17,647,059 Class B voting shares.
This number of shares represented 15% of the shares of Air Canada issued and outstanding as at the date of the Pension
MOUs and the date of issuance (in both cases after taking into account such issuance). All net proceeds of sale of such
shares by the trust are to be contributed to the pension plans. For so long as the trust continues to hold at least 2% of the
issued and outstanding shares of Air Canada, the trustee will have the right to designate one nominee (who shall not be a
member or offi cer of any of Air Canada’s Canadian-based unions) to Air Canada’s board of directors, subject to completion
of Air Canada’s usual governance process for selection and confi rmation of director nominees.
On October 27, 2009 Air Canada completed a previously announced bought deal public offering pursuant to which it sold
to an underwriting syndicate 160,500,000 units (the “Units”) of Air Canada at a price of $1.62 per Unit for aggregate gross
proceeds to Air Canada of $260 million (net proceeds of $249 million after expenses and underwriter fees). Each Unit
was comprised of one Class A variable voting share (the “Variable Voting Shares”) or one Class B voting share (the “Voting
Shares”, and, together with the Variable Voting Shares, the “Shares”) of Air Canada, and one-half of one share purchase
warrant. Each whole share purchase warrant is defi ned as a “Warrant”. Each Warrant will entitle the holder thereof to
acquire one Variable Voting Share or one Voting Share (each, a “Warrant Share”) at an exercise price of $2.20 per Warrant
Share, at any time prior to 36 months following October 27, 2009. In the event that, prior to the time of expiry of the
Warrants, the 20-day volume weighted average trading price of the Variable Voting Shares on the Toronto Stock Exchange
(“TSX”) is equal to or greater than $4.00 or the 20-day volume weighted average trading price of the Voting Shares on the
TSX is equal to or greater than $4.00 (each, an “Acceleration Event”), Air Canada shall have the right, at its option, within
10 business days after the Acceleration Event, to accelerate the time of expiry of the Warrants.