September 09, 2009 15:58 ET

WestJet Announces Prospectus Offering of Common Voting Shares and Variable Voting Shares

CALGARY, ALBERTA--(Marketwire - Sept. 9, 2009) -


WestJet Airlines Ltd. ("WestJet" or the "Company") (TSX:WJA)(TSX:WJA.A) (TSX: Common Voting Shares - WJA; Variable Voting Shares - WJA.A) is pleased to announce that it has entered into an agreement with a syndicate of underwriters led by CIBC, and including RBC Capital Markets, TD Securities Inc., National Bank Financial Inc., Raymond James Ltd., Scotia Capital Inc., UBS Securities Canada Inc. and HSBC Securities (Canada) Inc., pursuant to which the underwriters have agreed to purchase from WestJet and sell to the public an aggregate of 13,390,000 Common and Variable Voting Shares (the "Shares") of the Company from treasury, with an over-allotment option to purchase up to an additional 2,008,500 Shares, exercisable in whole or in part for a period of 30 day from closing of the offering to cover over-allotments and for market stabilization purposes, if necessary. The purchase price of $11.20 per Share will result in gross proceeds of approximately $150 assuming that the over-allotment option is not exercised, and approximately $172.5 million if the over-allotment option is fully exercised. Closing is expected to occur on or about September 30, 2009 and is subject to customary conditions and regulatory approvals, including the approval of the Toronto Stock Exchange. The Shares will be offered pursuant to a short from prospectus to be filed by WestJet in each of the provinces of Canada.

WestJet intends to use the net proceeds of the offering to finance WestJet's capital expenditures, including future aircraft financing activities, and for general corporate purposes.

The Shares have not been and will not be registered under the United States Securities Act of 1933, as amended (the "U.S. Securities Act"), or any state securities laws and may not be offered or sold in the United States of America (the "United States") or to or for the benefit of U.S. Persons (as such term is defined in Regulation S under the U.S. Securities Act) except in transactions exempt from the registration requirements of the U.S. Securities Act and applicable state securities laws. This press release does not constitute an offer to sell or the solicitation of an offer to buy securities in any jurisdiction. All sales will be made through registered securities dealers in jurisdiction where the offering has been qualified for distribution.

Common Voting Shares may only be owned and controlled by Canadians. Any Common Voting Share owned or controlled by a person who is not a Canadian is, or must be, converted to a Variable Voting Share. Variable Voting Shares may only be owned or controlled by persons who are not Canadians. Therefore, any Variable Voting Share owned or controlled by a person who is a Canadian is, or must be, converted to a Common Voting Share. Purchasers of Offered Shares who are Canadians will receive Common Voting Shares and purchasers of Offered Shares who are not Canadians will receive Variable Voting Shares. "Canadian" is defined under subsection 55(1) of the Canada Transportation Act (Canada), as amended, as "a Canadian citizen or a permanent resident within the meaning of subsection 2(1) of the Immigration and Refugee Protection Act (Canada), a government in Canada or an agent of such a government or a corporation or other entity that is incorporated or formed under the laws of Canada or a province, that is controlled in fact by Canadians and of which at least seventy-five per cent, or such lesser percentage as the Governor in Council may by regulation specify, of the voting interests are owned and controlled by Canadians".

About WestJet

WestJet is Canada's preferred airline, offering scheduled service throughout its 66-city North American and Caribbean network. Named one of Canada's most admired corporate cultures in 2005, 2006, 2007 and 2008, WestJet pioneered low-cost flying in Canada. WestJet offers increased legroom, leather seats and live seatback television provided by Bell TV on its modern fleet of 81 Boeing Next-Generation 737 aircraft. With future confirmed deliveries for an additional 54 aircraft through 2016, WestJet strives to be one of the five most successful international airlines in the world.

Forward-Looking Information and Statements

This press release contains certain forward-looking information and statements that are based on WestJet's current expectations, estimates, projections and assumptions in light of its experience and its perception of historical trends. In particular, this document contains forward-looking information and statements regarding: (i) the offering of Common Voting Shares and Variable Voting Shares of WestJet, (ii) the projected closing date of the offering; (iii) the use of proceeds of the offering; and (iv) future capital expenditures and projects. In some cases, forward-looking information and statements can be identified by terminology such as "may", "will", "should", "expects", "projects", "plans", "anticipates", "contemplates", "targets", "believes", "strives", "estimates", "continue", "designed", "objective", "maintain", "schedule", "endeavor", "subject", "development, "confidence" and similar expressions.

The forward-looking statements are not guarantees of future performance and are subject to a number of known and unknown risks and uncertainties, including, but not limited to: non-performance of agreements in accordance with their terms; the impact of competitive entities and pricing; reliance on key industry partners, alliances and agreements; the continuation or completion of third party projects; regulatory environment and inability to obtain required regulatory approvals; tax laws and treatment; fluctuations in operating results; the ability of WestJet to raise sufficient capital to complete future projects and satisfy future commitments; changes in consumer demand; general economic conditions; labour disruptions and certain other risks detailed from time to time in WestJet's public disclosure documents. WestJet believes the expectations and material factors and assumptions reflected in these forward-looking statements are reasonable as of the date hereof, but no assurance can be given that these expectations, factors and assumptions will prove to be correct. Undue reliance should not be placed on these forward-looking statements as both known and unknown risks and uncertainties, including those business risks stated above, may cause actual performance and financial results in future periods to differ materially from any projections of future performance or results expressed or implied by such forward-looking statements. Accordingly, readers are cautioned that events or circumstances could cause results to differ materially from those predicted, forecasted or projected. Such forward-looking statements are expressly qualified by the above statements. WestJet does not undertake any obligation to publicly update or revise any forward-looking statements or information contained herein, except as required by applicable laws.

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