The Board of Directors of CHC Helicopter Corporation (the “Company”) (TSX: FLY.A and FLY.B; NYSE: FLI) wishes to express its sympathies and condolences to the family and friends of Craig L. Dobbin, O.C. following his death Saturday, October 7, 2006. The Board noted the many great contributions of Mr. Dobbin in building the Company. He will be greatly missed by his fellow Board Members and by all employees of the Company.
The Company today announced that, following the death of Craig L. Dobbin, O.C., the Executive Chairman of the Company, on October 7, 2006, the Board of Directors has appointed Mark D. Dobbin as the Chairman of the Company. Mark Dobbin served as a director of the Company from 1994 to 1998 and from 2001 to 2003, and was re-elected to the Board and appointed Deputy Chairman September 28, 2006. He was employed with the Company for 17 years and held increasingly responsible positions with the Company culminating in serving as Senior Vice President, a position he held until 1998.
As Chairman, Mark D. Dobbin will work closely with the continuing executive team, led by the President and Chief Executive Officer, Sylvain Allard.
The Company has been advised that Craig L. Dobbin directly or indirectly controlled shares of the Company (the “Dobbin Shares”)representing approximately 61.7% of the voting rights attached to all outstanding shares of the Company. The Company has also been advised that upon the death of Craig L. Dobbin, voting control of the Dobbin Shares is now held by the estate of Craig L. Dobbin (the “CLD Estate”).
The Company has been further advised that the sole executor of the CLD Estate is Mark D. Dobbin and that Mark D. Dobbin has sole voting power over all of the Dobbin Shares. The Company has also been advised that Mark D. Dobbin is a citizen of both Canada and the Republic of Ireland and that the Dobbin Shares are held for the benefit of the children of Craig L. Dobbin who are all citizens of Canada and the Republic of Ireland.
A substantial portion of the Company’s revenue (approximately 49% for the year ended April 30, 2006) originated from helicopter flying services from the Company’s European based operations (the UK, Norway, Denmark, the Netherlands and Ireland) which are each licensed by the applicable European aviation regulator to provide such services. Under applicable European law, an operator must be “effectively controlled” and “majority owned” by nationals of member states of the European Union (or the European Economic Area) to maintain its
operating licence. The licences held by the Company’s European operating subsidiaries have been maintained in part by Craig L. Dobbin’s ownership of shares of the Company as Mr. Dobbin was a citizen of both Canada and the Republic of Ireland, a member state of the European Union, which resulted in the determination by certain European aviation authorities that the Company and its subsidiaries were effectively controlled and majority owned by European nationals. Since Mark D. Dobbin as the executor of the CLD Estate has sole voting authority over the Dobbin Shares and the Dobbin Shares are held for the benefit of European nationals, the Company believes that the ability of its subsidiaries to maintain the necessary European operating licences is unaffected by the death of Craig L. Dobbin.
The holders of the Company’s Class A Subordinate Voting Shares are entitled to one vote per share and the holders of the Company’s Class B Multiple Voting Shares are entitled to 10 votes per share. Holders of the Company’s Class A Subordinate Voting Shares are provided with certain rights in the event a take-over bid is made for the Company’s Class B Multiple Voting Shares and in respect of certain transfers of Class B Multiple Voting Shares or the voting shares (the “Discovery Shares”) of Discovery Helicopters Inc (“Discovery”), a corporation owned by Craig L. Dobbin that owns 5,555,432 Class B Multiple Voting Shares which comprise part of the Dobbin Shares. These rights are provided in the Company’s articles of incorporation, as amended, (the “Articles”) and under the terms of an agreement dated August 9, 1991, as amended, (the “Coattails Agreement”) entered into among the
Company, CIBC Mellon Trust Company (as successor to National Trust Company), as trustee, Craig L. Dobbin and Discovery. The Discovery Shares are now held by the CLD Estate. Pursuant to the Articles and the Coattails Agreement, under certain circumstances, Class A Subordinate Voting Shares can be converted into Class B Multiple Voting Shares, subject to the terms of the Articles and the Coattails Agreement. These rights are summarized in the Information Circular of the Company dated August 30, 2006 prepared in connection with the Company’s Annual Meeting held on September 28, 2006. The Information Circular has been filed with the Canadian securities regulatory authorities and can be viewed at www.sedar.com or at the Company’s website, www.chc.ca.
The provisions of the Articles and the Coattails Agreement expressly permit the transfer of Class B Multiple Voting Shares of the Company and of the Discovery Shares to the CLD Estate without such transfer causing or permitting the conversion of Class A Subordinate Voting Shares into Class B Multiple Voting Shares. The Company has been advised that Mark D. Dobbin, as executor of the CLD Estate, has executed an agreement agreeing to be bound by the terms of the Coattails Agreement. Accordingly, the Class A Subordinate Voting Shares have not converted into Class B Multiple Voting Shares nor do holders of Class A Subordinate Voting Shares have the right to convert such shares into Class B Multiple Voting Shares as a consequence of the death of Craig L. Dobbin. Holders of Class A Subordinate Voting Shares continue to have certain rights in connection with certain offers made for Class B Multiple Voting Shares and certain transfers of Class B Multiple Voting Shares and Discovery Shares held by the CLD Estate, in each case subject to the terms, conditions, exceptions and limitations set out in the Articles and in the Coattails Agreement.
