WestJet receives exemption from security requirements
Sept. 24, 2012, Calgary - WestJet today announced that it has received an exemption to treat WestJet's variable voting shares and common 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.
September 24, 2012 By Carey Fredericks
WestJet applied for the exemption, which is effective immediately, to facilitate an investment in variable voting shares by non-Canadians (as defined under the Canada Transportation Act).
Pursuant to an application by WestJet, the securities regulatory authorities in each of the provinces of Canada granted exemptive relief (the "Decision") from (i) applicable formal take-over bid requirements, as contained under Canadian securities laws, such that those requirements would only apply to an offer to acquire 20 per cent or more of the outstanding variable voting shares and common voting shares of WestJet on a combined basis, and (ii) applicable early warning reporting requirements, as contained under Canadian securities laws, such that those requirements would only apply to an acquirer who acquires or holds beneficial ownership of, or control or direction over, 10 per cent or more of the outstanding variable voting shares and common voting shares of WestJet on a combined basis (or five per cent in the case of acquisitions during a take-over bid). A copy of the Decision is available on SEDAR atwww.sedar.com.
The Decision takes into account that WestJet's dual class shareholding structure was implemented solely to ensure compliance with the foreign ownership requirements of the Canada Transportation Act. An investor does not control or choose which class of WestJet shares it acquires and holds. The class of shares ultimately available to an investor is only a function of the investor's status as a Canadian or non-Canadian (as defined under the Canada Transportation Act). The relatively small number of outstanding variable voting shares (the share class for non-Canadians), absent the Decision, may have limited the ability of non-Canadians to acquire shares of WestJet in the ordinary course without the apprehension of inadvertently triggering the take-over bid rules or early warning reporting requirements.