2022 Share Consolidation
FAQ and Resources
Last revision on June 13, 2022
During the Annual and Special Meeting of Shareholders on May 5, 2022, Bombardier’s shareholders voted in favour of the consolidation of the Class A multiple voting shares (“Class A Shares”), issued and unissued and of the Class B subordinate voting shares (“Class B Shares”), issued and unissued (“Share Consolidation”). Bombardier’s Board of Directors has since announced that it plans to proceed with the Share Consolidation at a ratio of 25-for-1, to be executed on June 13, 2022.
We answered some of the most frequent questions about the Share Consolidation below. Additional details about the share consolidation, its effects and how it will be carried out can be found in Bombardier’s 2022 Management Proxy Circular.
Most Frequently Asked Questions
What is a share consolidation?
A share consolidation (also known as a reverse stock split) exchanges a fixed number of existing shares for a smaller number of new shares. The new shares consequently have a higher price, but there are fewer of them. This means that at a ratio of 25-for-1, every 25 Class A Shares and every 25 Class B Shares will be automatically combined into 1 new Class A Share and into 1 new Class B Share, as applicable, and the share price will proportionally increase.
Why did Bombardier opt for a share consolidation?
We built a company that is exclusively focused on business aviation. However, our share count has not yet been adjusted to the new reality. As a result, despite having a significant market capitalization, Bombardier has a much higher share count than other industrial companies with business and operations of a similar size.
The purpose of the share consolidation is to adjust the number of our outstanding common shares to levels that are better aligned with companies of Bombardier’s size and scope. It also marks another step in Bombardier’s journey to be a more focused, simpler, stronger business jet company.
What is the share consolidation ratio and when will it be effective?
The share consolidation will be carried out at a ratio of twenty-five-for-one (25:1). The same consolidation ratio will be applied to each of the Class A Shares and the Class B Shares. Bombardier has announced that the share consolidation will be carried out on June 13, 2022.
How are fractional shares treated in the share consolidation?
No fractional shares will be issued as a result of the share consolidation. Any fractions of shares will be rounded down to the next lowest whole number. Any fractional shares will be aggregated and sold on the market, with the proceeds therefrom, net of brokerage commissions and expenses, being proportionately distributed to registered holders in lieu of the fractional shares.
Will the share consolidation impact the value of my investment in Bombardier shares?
A share consolidation has no impact on a company’s value and corresponding worth of shareholder holdings. After the Share Consolidation, shareholders will own fewer shares but the price per share will be proportionately higher. As a result, the total value of their investment will not change, other than as a result of any fractional shares resulting from the consolidation that will be paid out in cash to the shareholder.
Does this change the voting rights of my shareholdings?
The share consolidation has no impact on the respective voting rights and privileges of the company’s Class A Shares and Class B Shares. As the same consolidation ratio applies to all issued and outstanding Class A Shares and Class B Shares, the proportionate voting interests of the holders of such shares will not be affected, other than as a result of any fractional shares resulting from the consolidation that will be paid out in cash to the shareholder.
What are the tax implications of the share consolidation?
The share consolidation is intended to be tax-free for income tax purposes. The 2022 Management Proxy Circular includes discussion of certain tax consequences of the share consolidation, and we recommend that Bombardier shareholders consult with their own tax advisors as to the tax consequences in their particular circumstances.
How will the share consolidation impact dividend payments, including those of preferred shares?
There will be no impact as the per-share dividend paid on Class A Shares and Class B Shares, when declared, will be proportionately adjusted to reflect the share consolidation. There is no impact on the dividends paid on preferred shares.
Will I have to take any action?
A letter of transmittal and instructions explaining any action to be taken will be sent to you in due course.
Will the shares continue to trade on the exchanges where Bombardier common stocks were listed prior to the share consolidation?
Yes, Bombardier’s shares will continue trading on the Toronto Stock Exchange under the symbols “BBDA” and “BBD-B”. Shares trading on the OTC Markets exchange will trade for 20 business days under the symbol “BDRAD” and “BDRBD”, following the share consolidation, before reverting to the normal “BDRAF” and “BDRBF” symbols.
Will CUSIP/ISIN numbers change?
Yes, the following new CUISP/ISIN numbers will be attributed after the share consolidation:
Class A Share CUSIP: 097751879
Class A Share ISIN: CA0977518798
Class B Share CUSIP: 097751861
Class B Share ISIN: CA0977518616
Who should I contact if I have more questions about share consolidation?
For general questions regarding the share consolidation, you can contact Bombardier’s investor relations team.
For administrative and procedural aspects of the share consolidation, please reach out to Bombardier's transfer agent and registrar, Computershare Investor Services Inc.:
Email: service@computershare.com
Telephone: +1 514 982 7555 or +1 800 564 6253
Fax: +1 416 263 9394
News
- June 9, 2022 - Bombardier Announces June 13, 2022 as the Effective Date of Share Consolidation
- May 6, 2022 - Bombardier’s Board of Directors Approves Share Consolidation and Renewal of Normal Course Issuer Bid
- March 25, 2022 - Bombardier to Seek Authorization for Share Consolidations at its Next Shareholder Meeting
