Air Canada 2012 Annual Report Download - page 49
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2012 Management’s Discussion and Analysis
49
Each outstanding warrant entitles the holder to acquire one Class A variable voting share (if the holder at the time of exercise
is not a Canadian within the meaning of the Canada Transportation Act) or one Class B voting share (if the holder at the time
of exercise is a Canadian within the meaning of the Canada Transportation Act) (each, a “Warrant Share”) at the exercise price
per Warrant Share, at any time prior to its expiry date.
Shareholder Rights Plan
At Air Canada's 2011 annual and special shareholders meeting, the shareholders of Air Canada approved a shareholder rights
plan (the “Rights Plan”). The Rights Plan is designed to provide Air Canada's shareholders and the Board of Directors additional
time to assess an unsolicited take-over bid for Air Canada and, where appropriate, to give the Board of Directors additional
time to pursue alternatives for maximizing shareholder value. It also encourages fair treatment of all shareholders by
providing them with an equal opportunity to participate in a take-over bid.
At Air Canada's 2012 annual and special shareholders meeting, the shareholders of Air Canada approved amendments to the
Rights Plan, which provide that, subject to certain exceptions identified in the Rights Plan, the Rights Plan would be triggered
in the event of an offer to acquire 20% or more of the outstanding Class A variable voting shares and Class B voting shares of
Air Canada calculated on a combined basis, instead of 20% or more of either the outstanding Class A variable voting shares or
the Class B voting shares calculated on a per class basis as was the case under the Rights Plan prior to the amendments that
came into effect in 2012.
The amendments to the Rights Plan were proposed and implemented in order to render effective a decision issued by
Canadian securities regulatory authorities (pursuant to an application of Air Canada) that effectively treats Air Canada's Class
A variable voting shares and Class B voting shares as a single class for the purposes of applicable take-over bid requirements
and early warning reporting requirements contained under Canadian securities laws.
The Rights Plan is scheduled to expire at the close of business on the date immediately following the date of Air Canada's
annual meeting of shareholders to be held in 2014, unless terminated earlier in accordance with the terms of the Rights Plan.