August 09, 2005 17:54 ET

WestJet Mails Shareholders' Meeting Materials for Proposed Share Reclassification

CALGARY, ALBERTA--(CCNMatthews - Aug. 9, 2005) -

Not for Distribution to U.S. Newswire Services or for Dissemination in the United States.

WestJet (TSX:WJA) today announced that materials for its special shareholders' meeting to consider a reclassification of its share capital have been mailed to shareholders holding its shares as of July 29, 2005, the meeting record date. The meeting will be held at 2:00 p.m. MDT on August 30, 2005 at the WestJet Hangar, 21 Aerial Place N.E., Calgary, Alberta. Copies of the meeting documentation have been submitted for posting on SEDAR (www.sedar.com).

The Canadian Transportation Agency has concluded that the proposed restructuring of the share capital of WestJet will continue to meet the Canadian ownership and control requirements as defined in the Canada Transportation Act.

To reduce international investors' inconveniences in buying and selling WestJet shares and to ensure WestJet's continuous compliance with the requirements to qualify as Canadian, WestJet management and Board of Directors have recommended to shareholders the introduction of a variable voting share structure. Under the proposed share reclassification, Variable Voting Shares and Common Voting Shares will replace existing WestJet Common Shares. The Variable Voting Shares would only be owned or controlled by Non-Canadians and will carry one vote per share unless the number of Variable Voting Shares represented at the relevant time exceeded 25% of all WestJet voting shares, in which case, the vote attached to the Variable Voting Share would decrease proportionately so that the Variable Voting Shares would never collectively carry more than 25% of the vote at any shareholders' meeting. The Common Voting Shares would only be owned and controlled by Canadians and would always carry one vote per share. All other rights, privileges, conditions and restrictions of the Variable Voting Shares and the Common Voting Shares remain the same as the existing WestJet Common Shares.

Assuming approval of the share reclassification, a person may purchase either Variable Voting Shares or Common Voting Shares, but will need to immediately convert (through a broker if held in a brokerage account) any shares they are not qualified to hold to those they are qualified to hold. For example, a Canadian can purchase Variable Voting Shares, but must convert those shares to Common Voting Shares. Similarly, a Non-Canadian can purchase Common Voting Shares, but must have those shares promptly converted to Variable Voting Shares.

In addition, there are a number of collateral by-law changes relating primarily to the share restructuring which have been proposed to shareholders for consideration at the meeting.

It is expected that if shareholders approve the share reclassification at the August 30, 2005 meeting, the Variable Voting Shares and the Common Voting Shares will replace the Common Shares on the Toronto Stock Exchange during the first week of September, 2005.

About WestJet

WestJet is Canada's leading low-cost airline offering scheduled service throughout its 34-city North American network. Named Canada's most respected corporation for customer service in 2005, WestJet pioneered low-cost high-value flying in Canada. With increased legroom and leather seats on its modern fleet of Boeing Next-Generation 737 aircraft, and live seatback television on its 737-700 fleet, WestJet strives to be the number one choice for travellers. Visit www.westjet.com for more information.

This press release shall not constitute an offer to sell or the solicitation of an offer to buy the securities in any jurisdiction. The securities offered 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 except in certain transactions exempt from the registration requirements of the U.S. Securities Act and applicable state securities laws.

Contact Information

  • WestJet
    Media Relations:
    Gillian Bentley
    (403) 444-2615
    Website: www.westjet.com