Bombardier Provides Dividend Basis and Notice of Conversion Privilege of its Series 2 and Series 3 Preferred Shares

posted on 20th June 2022 by Eddie Saunders
Bombardier Provides Dividend Basis and Notice of Conversion Privilege of its Series 2 and Series 3 Preferred Shares

In connection with the conversion privilege for holders of its Series 2 and Series 3 Preferred Shares, Bombardier Inc. today announced the basis for resetting the dividend rate on its Series 3 Preferred Shares in accordance with the terms applicable to those shares.

Holders of Bombardier Series 2 Preferred Shares have the right to convert all or part of their shares, effective on August 1, 2022, on a one for one basis into Series 3 Preferred Shares.

Holders of Bombardier Series 3 Preferred Shares have the right to convert all or part of their shares, effective on August 1, 2022, on a one for one basis into Series 2 Preferred Shares.

Holders who do not convert their shares will retain their Series 2 Preferred Shares or Series 3 Preferred Shares, as the case may be, unless automatically converted in accordance with the terms of the Series 2 or Series 3 Preferred Shares, as described below.

In the case of the Series 2 Preferred Shares, starting as of August 1, 2022, holders will continue to receive a monthly floating adjustable cash dividend, as and when declared by the Board of Directors of Bombardier, based on a dividend rate equal to a percentage of the prime rate, subject to certain adjustments in accordance with the terms of such shares.

In the case of the Series 3 Preferred Shares, starting as of August 1, 2022, holders will receive a quarterly fixed cash dividend for the following five years, as and when declared by the Board of Directors of Bombardier, based on a fixed rate equal to 145% of the yield on five-year non-callable Government of Canada bonds determined as at July 11, 2022, in accordance with the terms of such shares. The annual dividend rate applicable to the Series 3 Preferred Shares will be published on July 12, 2022 in select newspapers.

Any registered shareholder who wishes to convert his or her Series 2 and/ or Series 3 Preferred Shares must complete and sign the conversion panel contained on the back of the Series 2 or Series 3 Preferred Share certificate, as the case may be, and deliver it at the latest by 5:00 p.m. (Montréal time) on July 18, 2022, to Computershare Investor Services Inc.

Shareholders who are beneficial owners and who wish to exercise their right of conversion should communicate as soon as possible with their broker or other nominee and follow their instructions.

In that case, it is important that they follow such instructions and act in the timeframe advised so as to provide enough time to their broker or other nominee to meet the July 18, 2022 deadline.

If, after July 18, 2022, Bombardier determines that there would be less than one million Series 2 Preferred Shares outstanding after the conversion date (being August 1, 2022), then all remaining Series 2 Preferred Shares will automatically be converted into Series 3 Preferred Shares on a one-for-one basis.

However, if, after July 18, 2022, Bombardier determines that there would be less than one million Series 3 Preferred Shares outstanding after the conversion date (being August 1, 2022), then all remaining Series 3 Preferred Shares will automatically be converted into Series 2 Preferred Shares on a one-for-one basis.

In either case, Bombardier shall give a written notice to that effect to holders of such remaining shares no later than July 25, 2022.

Subject to the conditions mentioned in the previous paragraph, on August 1, 2022, and every five years thereafter, holders of Series 2 Preferred Shares and holders of Series 3 Preferred Shares will have again the right to convert their shares into shares of the other series.

The Series 2 and Series 3 Preferred Shares are listed on the Toronto Stock Exchange under the ticker symbol BBD.PR.B and BBD.PR.D, respectively.

For more information on the terms of, and risks associated with an investment in, the Series 2 and Series 3 Preferred Shares, and exercising conversion privileges related thereto, please see Bombardier’s short form prospectus dated May 13, 1997, which is available on the SEDAR web site at www.sedar.com.