CHC GROUP LTD. (OTCMKTS:HELIQ) Files An 8-K Other Events
Item 8.01 Other Events

CHC Group Ltd. (the “Company”) intends to file on March 16, 2017 a Form 15 notice with the Securities and Exchange Commission (the “SEC”) to deregister its ordinary shares and preference shares under Section 12(g) of the Securities Exchange Act of 1934, as amended (the “Act”), and suspend the duty to file reports under Section 13(a) or 15(d) of the Act in respect of those equity securities. The Company and certain of its subsidiaries also intend to file additional Form 15 notices with the SEC on March 16, 2017 to suspend the duty to file reports under Section 13(a) or 15(d) of the Act in respect of the outstanding 9.25% Senior Secured Notes due 2020 and the 9.375% Senior Notes due 2021. The Company is eligible to deregister its ordinary shares and preference shares and suspend reporting by filing a Form 15 under Section 12(g) and 15(d) of the Act because the Company has fewer than 300 holders of record of its ordinary shares and preference shares. The Company and its relevant subsidiaries are eligible to suspend the duty to file reports under Section 13(a) or 15(d) of the Act because there are fewer than 300 holders of record of each of the referenced series of notes.

Upon the filing of the Form 15 notices, the Company’s and its subsidiaries’ obligation to file periodic reports, such as Annual Reports on Form 10-K, Quarterly Reports on Form 10-Q and Current Reports on Form 8-K, under Section 13(a) or 15(d) of the Act will be suspended immediately. The deregistration under Section 12(g) of the Act is expected to be effective 90 days after the filing of the applicable Form 15 at which time the Company’s other filing requirements under Section 13(a) or 15(d) of the Act will terminate.

The Company’s ordinary shares are currently traded on the OTC Pink Market operated by the OTC Markets Group. Following the suspension of the Company’s obligation to file periodic reports, the Company anticipates its ordinary shares may continue to trade on the OTC Pink Market for a limited period, contingent upon market makers’ demonstrating continued interest in trading in the Company’s ordinary shares. However, there is no assurance that trading in the Company’s ordinary shares will continue on the OTC Pink Market or any other securities exchange or quotation medium. The Company’s ordinary shares will be cancelled and will have no value following the effectiveness of the Company’s chapter 11 plan of reorganization.

In connection with the foregoing, among other things, the Company filed a post-effective amendment to its Registration Statement on Form S-8, removing from registration any unsold ordinary shares thereunder.

The decision of the Company’s Board of Directors to deregister the shares and suspend the duty to file reports under Section 13(a) or 15(d) of the Act in respect of the shares and each of the referenced series of notes was based on the consideration of numerous factors, including (i) the costs, both direct and indirect, incurred by the Company each year in connection with preparing and filing periodic reports with the SEC, (ii) the benefits of permitting senior management of the Company to spend less time on report preparation, which will allow them to devote full time and attention to the Company’s strategy and operations, (iii) the substantial costs and expected further substantial increase in accounting, legal and other costs associated with remaining a registered public company in light of the requirements of SEC rules, (iv) the Company’s outstanding equity and debt securities will be cancelled and have no value following the effectiveness of the Company’s chapter 11 plan of reorganization and (v) the possible effects of the public disclosure of information relating to the Company’s business and operations to competitors.

About CHC GROUP LTD. (OTCMKTS:HELIQ)

CHC Group Ltd., formerly FR Horizon Holding (Cayman) Inc., is a commercial operator of helicopters. The Company operates through two segments: Helicopter Services and Heli-One. The Helicopter Services segment consists of flying operations in the North Sea, the Americas, the Asia Pacific region and the Africa-Euro Asia region, primarily serving its offshore oil and gas customers, in addition to providing search and rescue (SAR), and emergency medical services (EMS) to government agencies, and oil and gas customers. The Heli-One segment includes helicopter maintenance, repair and overhaul (MRO) facilities in Norway, Poland, Canada and the United States, providing services for its fleet and for its external customer base in Europe, Asia and North America. Its MRO services include maintenance outsourcing solutions, engineering services and logistics support. The Heli-One operations have facilities in Delta, British Columbia; Stavanger, Norway; Fort Collins, Colorado, and Rzeszow, Poland.

CHC GROUP LTD. (OTCMKTS:HELIQ) Recent Trading Information

CHC GROUP LTD. (OTCMKTS:HELIQ) closed its last trading session 00.00 at 1.00 with shares trading hands.