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Transat A.T. Inc. implements special share transfer and issuance procedures for Non-Canadians to monitor compliance with Canadian air carriers foreign ownership rules
Transat A.T. Inc., which owns 100% of air carrier Air Transat A.T. Inc., is implementing special share transfer and issuance procedures for non-Canadians in order to closely monitor non-Canadian ownership of its voting shares and ensure continuous compliance with the non- Canadian ownership limit of 25% of the outstanding voting shares prescribed to air carriers by the Canada Transportation Act.
Beginning immediately, non-Canadians wishing to acquire Transat common shares will have to apply for authorization to Transat's transfer agent, Computershare Trust Company of Canada (Computershare). In addition, non- Canadian holders of 9% Convertible Unsecured Subordinate Debentures due in 2007 or warrants to purchase common shares expiring in 2007 will also have to apply to Computershare for issuance of the underlying shares. The applications will be processed when Transat is satisfied that such transfers and issuance would not result in violating the non-Canadian ownership limit. Such procedures do not apply to transfers and issuances of common shares to Canadian investors.
Based on the information on hand and following unusually high trading volumes since September 2004, Transat believes that its non-Canadian ownership level may be close to 25% and the Company has been and is still actively working with Computershare and The Canadian Depository for Securities Limited (CDS) to assess the situation. Transat will disclose the level of its non- Canadian common share ownership as soon as it is established. Furthermore, Transat intends to issue press releases promptly following any incremental increase or decrease of non-Canadian ownership of one per cent or more of its outstanding common shares for so long as non-Canadian ownership is in the aggregate in excess of 20% of outstanding common shares. Transat's Articles of Incorporation include the obligation for Transat to refuse to recognize all transfers of voting shares and not to issue any voting shares that would result in Transat violating the non-Canadian ownership level prescribed by law.
Under the special share transfer and issuance procedures, common shares held by participants in CDS on behalf of non-Canadians will be withdrawn from the book position of CDS and share certificates representing such common shares will be issued by Transat. In order to do this, Transat has asked participants, through Computershare and CDS, to complete a statement pursuant to which they certify the number of common shares held on behalf of non- Canadians. This statement must be filed with Computershare by Friday, November 19, 2004. Moreover, all transactions in The Depository Trust Company (United States) will be suspended until Transat is satisfied that transfers to non- Canadians would not result in violating the non-Canadian ownership limit of 25%. The same condition applies to the processing of non-Canadian applications for share purchase.
Transat will establish daily the amount of its common shares that will be made available for registration to non-Canadians. This quota will represent the number of common shares that Transat determines can be acquired by non- Canadians without violating the non-Canadian ownership level prescribed by law. Applications will be approved on the basis of "first in / first served".
Non-Canadian applicants whose proposed transactions are accepted will be notified by e-mail or fax, as the case may be. Non-Canadians that cannot be accepted within the quota will be informed as soon as possible subsequent thereto. Accepted applications are not transferable or assignable. Computershare will accept only one application form per nominee/purchase name.
The non-Canadian authorization application form may be obtained by calling Computershare at 1-800-982-9723 between 8:00 a.m. and 5:00 p.m. (Eastern time) Monday to Friday, excluding statutory holidays. The non- Canadian authorization application form must be deposited with Computershare at the following e-mail address: email@example.com .
Transat A.T. Inc., with its head office in Montreal, is an integrated company specializing in the organization, marketing, and distribution of holiday travel. The core of its business consists of tour operators in Canada and France. Transat is also involved in air transportation, value-added services at travel destinations, as well as in distribution through travel agency networks. Transat is listed on the Toronto Stock Exchange (TSX:TRZ).