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¶ – Release Delayed ·Document/Exhibit Description Pages Size
1: S-4 Registration of Securities Issued in a HTML 4.57M
Business-Combination Transaction
128: COVER ¶ Comment-Response or Cover Letter to the SEC HTML 12K
2: EX-3.1 Chc Helicopter S.A., Articles of Association HTML 103K
11: EX-3.10 Chc Global Operations International Inc., Bylaws HTML 115K
12: EX-3.11 Chc Helicopter Holding S.A R.L, Articles of HTML 130K
Association
13: EX-3.12 Chc Helicopters (Barbados) Limited, Amended HTML 288K
Articles of Incorporation
14: EX-3.13 Chc Helicopters (Barbados) Limited, Bylaws HTML 134K
15: EX-3.14 Chc Holding Nl B.V., Deed of Incorporation HTML 140K
16: EX-3.15 Chc Holding (Uk) Limited, Certificate of HTML 87K
Incorporation
17: EX-3.16 Chc Holding (Uk) Limited, Amended Memorandum of HTML 132K
Association
18: EX-3.17 Chc Hoofddorp B.V., Deed of Incorporation HTML 149K
19: EX-3.18 Chc Netherlands B.V., Amended Articles of HTML 193K
Association
20: EX-3.19 Chc Norway Acquisition Co. As, Certificate of HTML 52K
Registration
3: EX-3.2 6922767 Holding S.Ar.L. Articles of Association HTML 319K
21: EX-3.20 Chc Norway Acquisition Co. As, Articles of HTML 48K
Association
22: EX-3.21 Chc Sweden Ab, Certificate of Registration HTML 54K
23: EX-3.22 Chc Sweden Ab, Articles of Association and Rules HTML 77K
of Procedure
24: EX-3.23 Helicopter Services Group As, Articles of HTML 49K
Association
25: EX-3.24 Helicopter Services Group As, Certificate of HTML 56K
Registration
26: EX-3.25 Helikopter Service As, Certificate of Registration HTML 54K
27: EX-3.26 Helikopter Service As, Articles of Association HTML 49K
28: EX-3.27 Heli-One Canada Inc., Certificate of Amalgamation HTML 67K
29: EX-3.28 Heli-One Canada Inc., Bylaws HTML 130K
30: EX-3.29 Heli-One Defence B.V., Amended Articles of HTML 110K
Association
4: EX-3.3 Capital Aviation Services B.V. Amended Articles of HTML 125K
Association
31: EX-3.30 Heli-One Holdings (Uk) Limited, Certificate of HTML 44K
Incorporation
32: EX-3.31 Heli-One Holdings (Uk) Ltd, Memorandum of HTML 93K
Association & Articles of Association
33: EX-3.32 Heli-One (Europe) As, Amended Articles of HTML 47K
Association
34: EX-3.33 Heli-One (Europe) As, Certificate of Registration HTML 53K
35: EX-3.34 Heli-One Leasing Inc., Certificate of HTML 64K
Incorporation
36: EX-3.35 Heli-One Leasing Inc., Bylaws HTML 114K
37: EX-3.36 Heli-One Leasing (Norway) As, Amended Articles of HTML 49K
Association
38: EX-3.37 Heli-One Leasing (Norway) As, Certificate of HTML 53K
Registration
39: EX-3.38 Heli-One (Norway) As, Amended Articles of HTML 48K
Association
40: EX-3.39 Heli-One (Norway) As, Certificate of Registration HTML 57K
5: EX-3.4 Chc Capital (Barbados) Limited, Certificate of HTML 78K
Incorporation
41: EX-3.40 Heli-One (Netherlands) B.V., Amended Articles of HTML 139K
Association
42: EX-3.41 Heli-One (Uk) Limited, Amended Certificate of HTML 80K
Incorporation
43: EX-3.42 Heli-One (Uk) Limited, Amended Articles of HTML 188K
Association
44: EX-3.43 Heli-One (Us) Inc., Certificate of Incorporation HTML 51K
45: EX-3.44 Heli-One (Us) Inc., Bylaws HTML 94K
46: EX-3.45 Heli-One Usa Inc., Amended Articles of HTML 95K
Incorporation
47: EX-3.46 Heli-One Usa Inc., Bylaws HTML 107K
48: EX-3.47 Heliworld Leasing Limited, Certificate of HTML 46K
Incorporation
49: EX-3.48 Heliworld Leasing Limited, Memorandum of HTML 170K
Association and Articles of Association
50: EX-3.49 Chc Leasing (Ireland) Limited, Certificate of HTML 78K
Incorporation
6: EX-3.5 Chc Capital (Barbados) Limited, Bylaws HTML 109K
51: EX-3.50 Chc Leasing (Ireland) Limited, Memo of Association HTML 126K
and Articles of Association
52: EX-3.51 Integra Leasing As, Articles of Association HTML 48K
53: EX-3.52 Integra Leasing As, Certificate of Registration HTML 50K
54: EX-3.53 Lloyd Bass Strait Helicopters Pty. Ltd. HTML 44K
55: EX-3.54 Lloyd Bass Strait Helicopters Pty. Ltd., HTML 333K
Constitution
56: EX-3.55 Lloyd Helicopters International Pty. Ltd. HTML 316K
Indenture
57: EX-3.56 Lloyd Helicopters International Pty. Ltd. HTML 331K
Certificate of Registration
58: EX-3.57 Lloyd Helicopters Pty. Ltd., Certificate of HTML 44K
Registration
59: EX-3.58 Lloyd Helicopters Pty. Ltd., Constitution HTML 353K
60: EX-3.59 Lloyd Helicopter Services Limited, Certificate of HTML 73K
Incorporation and Memo of Assn
7: EX-3.6 Chc Den Helder B.V., Amended Articles of HTML 163K
Association
61: EX-3.60 Lloyd Helicopter Services Limited, Articles of HTML 82K
Association
62: EX-3.61 Lloyd Helicopter Services Pty. Ltd., Certificate HTML 61K
of Registration
63: EX-3.62 Lloyd Helicopter Services Pty. Ltd., Constitution HTML 329K
64: EX-3.63 Lloyd Offshore Helicopters Pty. Ltd., Certificate HTML 86K
of Registration
65: EX-3.64 Lloyd Offshore Helicopters Pty. Ltd., Constitution HTML 305K
66: EX-3.65 Management Aviation Limited, Certificate of HTML 75K
Incorporation
67: EX-3.66 Management Aviation Limited, Memorandum of HTML 104K
Association and Articles of Assn
68: EX-3.67 North Denes Aerodrome Limited, Certificate of HTML 70K
Incorporation
69: EX-3.68 North Denes Aerodrome Limited, Memorandum of HTML 106K
Association and Articles of Assn
8: EX-3.7 Chc Global Operations (2008) Inc., Certificate of HTML 102K
Incorporation
9: EX-3.8 Chc Global Operations (2008) Inc., Bylaws HTML 114K
10: EX-3.9 Chc Global Operations International Inc., HTML 62K
Certificate of Incorporation
70: EX-4.1 Indenture HTML 1.12M
71: EX-4.3 Registration Rights Agreement HTML 214K
72: EX-4.4 Intercreditor Agreement HTML 408K
73: EX-5.1 Opinion of Simpson Thacher & Bartlett LLP HTML 65K
82: EX-5.10 Opinion of Paull & Williamsons LLP HTML 80K
83: EX-5.11 Opinion of Arthur Cox HTML 62K
84: EX-5.12 Opinion of Dla Piper LLP (Us) HTML 51K
74: EX-5.2 Opinion of Simpson, Thacher & Bartlett HTML 66K
75: EX-5.3 Opinion of Loyens & Loeff HTML 82K
76: EX-5.4 Opinion of Harridyal Sodha & Associates HTML 60K
77: EX-5.5 Opinion of Blake, Cassels & Graydon LLP HTML 56K
78: EX-5.6 Opinion of Mallesons Stephen Jaques HTML 100K
79: EX-5.7 Opinion of Advokatfirmaet Thommessan as HTML 74K
80: EX-5.8 Opinion of Advokatfirman Vinge Kb HTML 89K
81: EX-5.9 Opinion of Van Doorne N.V. HTML 78K
85: EX-10.1 Credit Agreement HTML 1.05M
94: EX-10.10 2008 Share Incentive Plan of 6922767 Holding HTML 138K
(Cayman) Inc.
95: EX-10.11 Form of 2008 Option Agreement of 6922767 Holding HTML 61K
(Cayman) Inc.
96: EX-10.12 Form of 2008 Option Rollover Agreement of 6922767 HTML 59K
Holding (Cayman) Inc.
97: EX-10.13 Form of 2008 Special A Share Subscription HTML 64K
Agreement
98: EX-10.14 Form of 2008 Subscription Agreement of 6922767 HTML 68K
Holding (Cayman) Inc.
99: EX-10.15 Management Shareholders Agreement HTML 186K
100: EX-10.16 Employment Agreement - William J. Amelio HTML 126K
101: EX-10.17 Employment Agreement - Christine Baird HTML 93K
102: EX-10.18 Employment Agreement - Neil Calvert HTML 93K
103: EX-10.19 Employment Agreement - Rick Davis HTML 100K
86: EX-10.2 Guarantee HTML 163K
104: EX-10.20 Employment Agreement - Tilmann Gabriel HTML 93K
105: EX-10.21 Employment Agreement - Joan Hooper HTML 97K
106: EX-10.22 Employment Agreement - Michael O'Neill HTML 111K
107: EX-10.23 Amended and Restated Employment Agreement - HTML 106K
Michael Summers
108: EX-10.24 Amended and Restated Supp Retirement Plan HTML 79K
Agreement - Christine Baird
109: EX-10.25 Retirement Compensation Arrangement - Christine HTML 206K
Baird
110: EX-10.26 Retirement Compensation Arrangement - Neil Calvert HTML 198K
111: EX-10.27 Amended and Restated Supp Retirement Plan - Neil HTML 81K
Calvert
112: EX-10.28 Supplemental Retirement Plan Agreement - Rick HTML 78K
Davis
113: EX-10.29 Retirement Compensation Agreement - Rick Davis HTML 201K
87: EX-10.3 Material Contract HTML 227K
114: EX-10.30 Agreement Regarding Termination - Christine Baird HTML 105K
115: EX-10.31 Agreement Regarding Termination - Neil Calvert HTML 178K
116: EX-10.32 Agreement Regarding Termination - Rick Davis HTML 62K
117: EX-10.33 Consulting Agreement - Rick Davis HTML 62K
118: EX-10.34 Compromise Agreement - Tilmann Gabriel HTML 117K
119: EX-10.35 Offer Letter - Michael Summers HTML 58K
88: EX-10.4 Sale Purchase Agreement HTML 258K
89: EX-10.5 Framework Agreement HTML 745K
90: EX-10.6 2011 Management Equity Plan of 6922767 Holding HTML 135K
(Cayman) Inc.
91: EX-10.7 Form of 2011 Option Agreement of 6922767 Holding HTML 70K
(Cayman) Inc.
92: EX-10.8 Form of 2011 Restricted Share Unit Grant Agreement HTML 59K
93: EX-10.9 Form of 2011 Subscription Agreement of 6922767 HTML 73K
Holding (Cayman) Inc.
121: EX-21.1 Schedule of Subsidiaries of 6922767 Holdings S.A HTML 72K
R.L.
122: EX-23.13 Consent of Ernst & Young LLP HTML 43K
123: EX-25.1 Statement re: Eligibility of Trustee -- Form T-1|2 HTML 113K
124: EX-99.1 Form of Letter of Transmittal HTML 156K
125: EX-99.2 Form of Letter to Brokers, Dealers, Commercial HTML 51K
Banks, Trust Companies and Others
126: EX-99.3 Form of Letter to Clients HTML 57K
127: EX-99.4 Form of Notice of Guaranteed Delivery HTML 64K
120: EX-12.1 Computation of Ratio of Earnings to Fixed Charges HTML 70K
| CHC Capital (Barbados) Limited, Certificate of Incorporation |
Exhibit 3.4
BARBADOS
Registrar’s Certificate issued pursuant to
s.409 Companies Act, Cap. 308)
I, GODFREY WINSTON HINDS, Acting Deputy Registrar of the Corporate Affairs and Intellectual Property Office, Clarence Greenidge House, Keith Bourne Complex, Belmont Road in the parish of Saint Michael and in the Island of Barbados, and as such a Notary Public do hereby CERTIFY as follows:
As Acting Deputy Registrar of Corporate Affairs and Intellectual Property, I have custody of all records relating to the registration of Companies on this Island.
The Company CHC ASSET MANAGEMENT LTD. was incorporated on the 24th day of October, Two Thousand and Three as an International Business Company under the Companies Act, Chapter 308 of the Laws of Barbados.
The Company amended its articles and changed its name to CHC CAPITAL (BARBADOS) LIMITED on the 23rd day of January, Two Thousand and Four and is registered in the Register of Companies.
| Given under my hand as Acting Deputy Registrar and Seal of Office as Notary Public of this Island this 17th day of March Two Thousand and Five. | ||
|
/s/ Godfrey Winston Hinds | ||
| [Notary Seal] | Acting Deputy Registrar and as such a Notary Public in and for the Island of Barbados. |
[Note: The Registrar’s Certificate is limited to this company’s current state of compliance with the Companies Act, Cap. 308 and should not be taken as a warranty or representation by the ’Registrar concerning the company’s compliance with other laws of Barbados which the Registrar does not administer.]
|
FORM 6
COMPANY NO. 22938 |
COMPANIES ACT OF BARBADOS
CERTIFICATE OF AMENDMENT
CHC CAPITAL (BARBADOS) LIMITED
Name of Company
I hereby certify that the Articles of the above-mentioned company were amended.
| ¨ | Under Section 15 of the Companies Act in accordance with the attached notice; |
| ¨ | Under Section 33 of the Companies Act as set out in the attached Articles of Amendment designating a series of shares; |
| þ | Under Section 203 of the Companies Act as set out in the attached Articles of Amendment/Re-organisation Arrangement/Order. |
| /s/ Illegible |
| Dep. Registrar of Companies (illegible) |
| January 23rd, 2004 |
| Date of Amendment |
FORM 5
COMPANIES ACT OF BARBADOS
(Sections 33 and 203)
ARTICLES OF AMENDMENT
| 1. | Name of Company | 2. | Company No. | |||
| CHC ASSET MANAGEMENT LTD. | 22938 | |||||
| 3. | The articles of the above-named Company are amended as follows:- | |||||
| In accordance with Section 197 (1) (a)
The name of the Company is changed to
CHC CAPITAL (BARBADOS) LIMITED
The annexed schedule I is incorporated in this form. |
||||||
| Date |
Signature |
Title | ||
| /s/ James A. Misener | ||||
| 2004-01-22 | JAMES A. MISENER | Director | ||
| For Ministry use only | ||||
| Company No. 22938 | Filed 2004-01-23 | |||
THE COMPANIES ACT CHAPTER 308 OF BARBADOS
Sections 33 and 203
SCHEDULE TO ARTICLES OF AMENDMENT
(Form 5)
| Name of Company | Company No: | |
| CHC ASSET MANAGEMENT LTD. | 22938 | |
NOTICE IS HEREBY GIVEN that on the 16th day of January, 2004 a special resolution was passed by the sole shareholder:-
Resolved that
| 1. | the articles of the Company be and they are hereby amended to change the name of the Company to CHC CAPITAL (BARBADOS) LIMITED and; |
| 2. | any director or officer of the Company be and is hereby authorised to sign all documents and to do all things necessary or desirable to effect such amendment including the delivery to the Registrar of Companies, of Articles of Amendment in the form prescribed under the Companies Act Chapter 308. |
CERTIFIED THIS 22ND DAY OF JANUARY, 2004.
| /s/ James A. Misener |
Director
|
FORM 3
COMPANY NO. 22938 |
COMPANIES ACT OF BARBADOS
CERTIFICATE OF INCORPORATION
CHC ASSET MANAGEMENT LTD.
Name of Company
I hereby certify that the above-mentioned Company, the Articles of Incorporation of which are attached, was incorporated under the Companies Act of Barbados.
| /s/ Illegible |
| [illegible] Registrar of Companies |
| October 24th, 2003 |
| Date of Incorporation |
COMPANIES ACT OF BARBADOS
(Section 5)
ARTICLES OF INCORPORATION
| 1. | Name of Company CHC ASSET MANAGEMENT LTD. |
Company Number 22938
| 2. | The classes and any maximum number of shares that the Company is authorized to issue |
THE COMPANY IS AUTHORISED TO ISSUE AN UNLIMITED NUMBER OF COMMON SHARES
| 3. | Restriction if any on share transfers |
SEE ATTACHED SCHEDULE I.
| 4. | Number (or minimum and maximum number) of Directors |
THERE SHALL BE A MINIMUM OF 1 AND A MAXIMUM OF 7 DIRECTORS
| 5. | Restrictions if any on the business the company may carry on |
THE COMPANY SHALL NOT ENGAGE IN ANY BUSINESS OTHER THAN INTERNATIONAL BUSINESS AS DEFINED IN THE INTERNATIONAL BUSINESS COMPANIES ACT CAP 77.
| 6. | Other provisions if any |
SEE ATTACHED SCHEDULE II
| 7. | Incorporators: |
Date: 2003-10-24
| Name |
Address |
Signature | ||
| NIGEL ANDREW BENNETT | 50 ROCK DUNDO PARK, ST. MICHAEL, BARBADOS |
/s/ Illegible | ||
For Ministry use only
| Company Number: 22938 | Filed: 2003-10-24 |
COMPANIES ACT OF BARBADOS
SCHEDULE I TO ARTICLES OF INCORPORATION
FORM 1
| 1. NAME OF COMPANY |
2. COMPANY NO. | |
| CHC ASSET MANAGEMENT LTD. |
22938 | |
| 3. | RESTRICTIONS IF ANY ON SHARE TRANSFERS |
(1) No transfer shall be made to any infant or person of unsound mind.
(2) No share, except as herein otherwise provided, may be transferred by a member or person entitled thereto to any person who is not a member so long as a member or failing a member any person selected by the directors as one whom it is desirable in the interests of the Company to admit to membership is willing to purchase the same at the fair value.
(3) Except where a transfer is made pursuant to the preceding paragraph or to paragraph (8) hereof, a proposing transferor shall give a transfer notice in writing to the Company constituting the Company or his agent for the sale of the shares to any member or person selected as aforesaid at the price fixed as the fair value by the Company’s auditors in the financial statements for the previous financial year.
(4) If the Company shall within 28 days after being served with the transfer notice find a purchasing member and shall give notice thereof to the proposing transferor he shall be bound upon payment of the fair value to transfer the shares to the purchasing member.
(5) In case the proposing transferor after having become bound to transfer makes default in doing so the Company may receive the purchase money and shall thereupon cause the name of the purchasing member to be entered in the register as the holder of the share and shall hold the purchase money in trust for the proposing transferor.
(6) If the Company shall not within the space of 3 calendar months after being
| DATE | ||||
| 2003-10-24 | ||||
| NAME |
ADDRESS |
SIGNATURE | ||
| NIGEL ANDREW BENNETT | 50 ROCK DUNDO PARK, ST. MICHAEL, BARBADOS |
/s/ Illegible | ||
COMPANIES ACT OF BARBADOS
SCHEDULE I TO ARTICLES OF INCORPORATION
FORM 1
| 1. NAME OF COMPANY |
2. COMPANY NO. | |
| CHC ASSET MANAGEMENT LTD. |
22938 | |
served with a transfer notice find a purchasing member the proposing transferor shall at any time within 3 months thereafter be at liberty to sell and transfer the shares to any person at any price subject to the Director’s right to refuse any transfer.
(7) The shares specified in any transfer notice given to the Company shall be offered by the Company in the first place to the other members in proportion to the existing shares held by them. The offer shall in each case limit the time within which the same if not accepted will be deemed to be declined. Any member may notify the Company that he desires an allotment in excess of his proportion and if all the members do not claim their proportion the unclaimed shares shall be used to satisfy the claims in excess.
(8) A share may be transferred by a member to the husband or wife of such member or to any child or other issue of such member, and in the event that the child is a minor to the child’s guardian, or by the executors or administrators of a member to the widow or widower of such deceased member, or to any child or other issue of such deceased member, and in the event that the child is a minor to the child’s guardian.
(9) The directors may refuse to register any transfer where the Directors are of the opinion that it is not desirable to admit the proposed transferee to membership and such transferee is not already a member or a person as hereinbefore described.
(10) No share in the capital of the Company shall be transferred without the approval of the Directors of the Company or of a Committee of such Directors, evidenced by resolution and the Directors may, in their absolute discretion and without assigning any reason therefor, decline to register any transfer of any share.
(11) No transfer of shares shall be registered, if such transfer would disqualify this Company as an International Business Company. Any such registration shall be null and void and of no effect.
| DATE | ||||
| 2003-10-24 | ||||
| NAME |
ADDRESS |
SIGNATURE | ||
| NIGEL ANDREW BENNETT | 50 ROCK DUNDO PARK, ST. MICHAEL, BARBADOS |
/s/ Illegible | ||
COMPANIES ACT OF BARBADOS
SCHEDULE II TO ARTICLES OF INCORPORATION
FORM 1
| 1. NAME OF COMPANY |
2. COMPANY NO. | |
| CHC ASSET MANAGEMENT LTD. |
22938 | |
| 6. | OTHER PROVISIONS IF ANY |
It is not intended that the Company shall have any issued shares or debentures which are or were part of a distribution to the public within the meaning of Section 443 of the Companies Act which are intended for distribution to the public.
| DATE | ||||
| 2003-10-24 | ||||
| NAME |
ADDRESS |
SIGNATURE | ||
| NIGEL ANDREW BENNETT | 50 ROCK DUNDO PARK, ST. MICHAEL, BARBADOS |
/s/ Illegible | ||
As Of Filer Filing For·On·As Docs:Size Issuer Filing Agent 4/11/12 SEC UPLOAD¶ 9/19/17 1:79K North Denes Aerodrome Ltd. 2/14/12 SEC UPLOAD¶ 9/19/17 1:98K North Denes Aerodrome Ltd. |