Errol Rudman, et al. v. CHC Group Ltd., et al. 15-CV...

EXHIBIT 1

Case 1:15-cv-03796-LAK Document 46-1 Filed 06/19/17 of 102

UNITED STATES DISTRICT COURT

SOUTHERN DISTRICT OF NEW YORK

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ERROL RUDMAN and RUDMAN

PARTNERS LP, On Behalf of Themselves and

All Others Similarly Situated,

Plaintiffs,

-against-

CHC GROUP LTD., WILLIAM J. AMELIO,

JOAN S. HOOPER, REBECCA CAMDEN,

WILLIAM E. MACAULAY, JONATHAN

LEWIS, KENNETH W. MOORE, J.P.

MORGAN SECURITIES LLC, BARCLAYS

CAPITAL INC., UBS SECURITIES LLC,

HSBC SECURITIES (USA) INC., RBC

CAPITAL MARKETS, LLC, WELLS FARGO

SECURITIES, LLC, BNP PARIBAS

SECURITIES CORP., STANDARD BANK

PLC, CORMARK SECURITIES (USA) LTD.,

COWEN AND COMPANY, LLC,

RAYMOND JAMES & ASSOCIATES, INC.,

SIMMONS & COMPANY,

INTERNATIONAL, and TUDOR,

PICKERING, HOLT & CO. SECURITIES,

INC.

Defendants.

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15-cv-03773 [rel. 15-cv-03796] (LAK)

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STIPULATION OF SETTLEMENT

This Stipulation of Settlement, dated as of June 16, 2017 (the “Stipulation”), is made and

entered into pursuant to Rule 23 of the Federal Rules of Civil Procedure by and among the

following Settling Parties to the above-captioned action: (i) Lead Plaintiffs Errol Rudman and

Rudman Partners LP, on behalf of themselves and each of the Settlement Class Members (as

defined herein), by and through their counsel of record in the Action; and (ii) Defendants CHC

Group Ltd. (“CHC” or the “Company”), William J. Amelio, Joan S. Hooper, Rebecca Camden,


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William E. Macaulay, Jonathan Lewis, Kenneth W. Moore (collectively the “Individual

Defendants”), J.P. Morgan Securities LLC, Barclays Capital Inc., UBS Securities LLC, HSBC

Securities (USA) Inc., RBC Capital Markets, LLC, Wells Fargo Securities, LLC, BNP Paribas

Securities Corp., Standard Bank Plc, Cormark Securities (USA) Ltd., Cowen and Company,

LLC, Raymond James & Associates, Inc., Simmons & Company, International (Piper Jaffray &

Co., as successor in interest) and Tudor, Pickering, Holt & Co. Securities, Inc. (the “Underwriter

Defendants”), by and through their respective counsel of record in the Action. Upon and subject

to the terms and conditions hereof, Lead Plaintiffs, on behalf of themselves and Settlement Class

Members, on the one hand, and each of the Defendants, on the other hand, intend this settlement

to fully, finally, and forever resolve, discharge, and settle the Released Claims (as defined

herein) against the Released Persons (as defined herein), subject to the approval of the Court and

upon the terms and conditions set forth in this Stipulation.

I. THE LITIGATION

On April 17, 2015, Peter McCrory filed a complaint in the Supreme Court of the State of

New York, County of New York, alleging violations of sections 11, 12(a)(2), and 15 of the

Securities Act of 1933 (the “Securities Act”) against the Defendants in connection with CHC’s

January 16, 2014 initial public offering (“IPO”) (the “McCrory Action”). On May 15, 2015, the

McCrory Action was removed to the United States District Court for the Southern District of

New York, and captioned McCrory v. CHC Group Ltd. et al., 15-cv-3796.1 On May 15, 2015,

Errol Rudman and Rudman Partners LP filed a complaint in the United States District Court for

the Southern District of New York, captioned Rudman, et al. v. CHC Group, et al., 15-cv-3777

(the “Rudman Action”), which also alleged violations of sections 11, 12(a)(2), and 15 of the

1 Although McCrory moved to remand the case to state court, that motion was later withdrawn.


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Securities Act against the Defendants in connection with the IPO. By order dated September 21,

2015, the District Court consolidated the McCrory Action and the Rudman Action and appointed

Errol Rudman and Rudman Partners L.P. as Lead Plaintiffs in Case No. 15 Civ. 3773. In the

same order, the District Court appointed Kirby McInerney LLP as lead counsel for the putative

class in the Consolidated Action (the “Action”). On November 6, 2015, Lead Plaintiffs filed a

Consolidated Amended Class Action Complaint (the “Complaint”).

On December 18, 2015, Defendants jointly moved to dismiss the Complaint (the “Motion

to Dismiss”). On January 29, 2016, Lead Plaintiffs filed their Opposition to the Motion to

Dismiss. On February 19, 2016, Defendants filed a joint reply in support of the Motion to

Dismiss.

On May 11, 2016, CHC filed a suggestion of bankruptcy and notice of operation of

automatic stay, notifying the Court that voluntary petitions for relief under Chapter 11 of the

Bankruptcy Code were filed by CHC and its affiliated debtors in the United States Bankruptcy

Court for the Northern District of Texas and that, therefore, the Action was stayed as against

CHC pursuant to Bankruptcy Code section 362(a) as of May 5, 2016, the petition date.

The Parties (as defined herein) thereafter agreed to attend a mediation session conducted

by a third-party neutral, Lawrence Pollack, Esq. The in-person mediation session was held on

October 20, 2016.

On November 7, 2016, the Court entered its Memorandum Opinion granting the Motion

to Dismiss as against all defendants except CHC and denied as to CHC only on the ground that

the continuation of the Action was precluded by 11 U.S.C. § 362(a).2

2 Lead Plaintiffs filed a Notice of Appeal on December 7, 2016 (ECF No. 56).


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On or about November 28, 2016, the Parties came to agreement in principle to settle the

Released Claims (as defined herein) against the Released Persons (as defined herein) for the

Settlement Amount (as defined herein). This agreement came after extensive negotiations both

before and after the Court’s November 7, 2016 Memorandum Opinion.

II. CLAIMS OF PLAINTIFFS AND BENEFITS OF SETTLEMENT

Lead Plaintiffs believe that the claims asserted in the Complaint have merit. However,

Lead Plaintiffs and Lead Counsel recognize and acknowledge the expense and length of

continued proceedings necessary to prosecute the Action against Defendants, most notably the

risk and expense associated with appealing the November 7, 2016 Order dismissing the

Complaint in its entirety as both untimely and for failure to state a claim upon which relief can

be granted. Even if Lead Plaintiffs were to succeed on appeal, there are risks and expense

associated with class certification, discovery, summary judgment, trial, post-trial motions, and

appeals. Lead Plaintiffs and Lead Counsel also have taken into account the uncertain outcome

and the risk of any litigation, especially in complex actions such as the Action, as well as the

difficulties and delays inherent in such litigation. Lead Plaintiffs and Lead Counsel also are

mindful of the inherent problems of proof, and possible defenses to the securities law violations

asserted in the Complaint. Lead Plaintiffs and Lead Counsel believe that the settlement set forth

in the Stipulation confers substantial benefits upon the Settlement Class (as defined herein).

Based on their evaluation, Lead Plaintiffs and Lead Counsel have determined that the settlement

set forth in the Stipulation is in the best interests of Lead Plaintiffs and the Settlement Class.

III. DEFENDANTS’ DENIALS OF WRONGDOING AND LIABILITY

Defendants have denied and continue to deny each and all of the claims alleged in the

Complaint. Defendants deny that they have committed or intended to commit any wrongdoing

or violations of law arising out of any of the conduct, statements, acts, or omissions alleged in


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the Complaint, and maintain that their conduct was at all times proper and in compliance with

applicable provisions of law. Defendants further deny that they made any material

misstatements or omissions in CHC’s Registration Statement, public filings, press releases, or

other public statements, that Lead Plaintiffs or the Settlement Class have suffered any damages,

that the prices of CHC securities were artificially inflated by reasons of alleged

misrepresentations, non-disclosures or otherwise, and that Lead Plaintiffs or the Settlement Class

were harmed by any conduct alleged in the Complaint or that could have been alleged therein.

Each of the Individual Defendants further asserts that, at all relevant times, they acted in good

faith and in a manner they reasonably believed to be in the best interests of the Company and its

shareholders. Each of the Underwriter Defendants further asserts that it had, after reasonable

investigation, reasonable grounds to believe, and did believe, that CHC’s Registration Statement

did not contain any materially misleading statement and that there was no omission to state a

material fact required to be stated therein or necessary to make the statements contained therein

not misleading. Defendants also believe that the Court’s November 7, 2016 Order was correct

and would be affirmed in all respects on appeal.

Defendants have nevertheless determined to settle the Action on the terms and conditions

set forth in this Stipulation to avoid the distraction, expense and uncertainty of any appeal or

further litigation and to put the Released Claims to rest finally and forever, without in any way

acknowledging any wrongdoing, fault, liability, or damages to Lead Plaintiffs and the Settlement

Class.

IV. TERMS OF STIPULATION AND AGREEMENT OF SETTLEMENT

NOW, THEREFORE, IT IS HEREBY STIPULATED AND AGREED by and among

Lead Plaintiffs (on behalf of themselves and the Settlement Class Members) and Defendants, by


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and through their respective counsel or attorneys of record, that, subject to the approval of the

Court pursuant to Rule 23(e) of the Federal Rules of Civil Procedure, the Action and the

Released Claims, and all matters encompassed within the scope of the releases set forth or

referenced in this Stipulation, shall be finally, fully, and forever compromised, settled, and

released, and the Action shall be dismissed with prejudice as to all Released Persons upon and

subject to the terms and conditions of the Stipulation, as follows:

1. Definitions

As used in the Stipulation the following terms have the meanings specified below:

1.1 “Action” means the case captioned Rudman v. CHC Group Ltd., et al., Civil

Action No. 15-CV-03773 [rel. 15-cv-03796] (LAK) in the United States District Court for the

Southern District of New York.

1.2 “Authorized Claimant” means any Settlement Class Member who files a timely

and valid claim form, in accordance with the requirements established by the District court, that

is approved for payment from the Net Settlement Fund, and whose claim for recovery has been

allowed pursuant to the terms of the Stipulation.

1.3 “Claims Administrator” means the firm of A.B. Data, Ltd.

1.4 “Complaint” or “CAC” means the Consolidated Amended Class Action

Complaint filed in the Action on November 6, 2015 (ECF No. 34), which is the operative

complaint in the Action.

1.5 “Defendants” means CHC, the Individual Defendants, and the Underwriter

Defendants.


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1.6 “Effective Date,” or the date upon which this settlement becomes “effective,”

means three (3) business days after the date by which all of the events and conditions specified in

¶ 7.1 have been met and have occurred.

1.7 “CHC” or the “Company” means CHC Group Ltd.

1.8 “Escrow Agent” means Kirby McInerney LLP or its successor(s).

1.9 “Final” means the time when the last of the following with respect to the

Judgment shall occur: (i) the Court has entered an order approving the settlement in all material

respects, including but not limited to certifying a Class for settlement purposes only, approving

the scope of the Releases, and entering the Judgment; (ii) the expiration of the time to file a

motion to alter or amend the Judgment under Federal Rule of Civil Procedure 59(e) without any

such motion having been filed or, if such a motion is filed, an order denying such motion; (iii)

the expiration of the time for the filing or noticing of any appeal from the Judgment (including

from any motion to alter or amend the Judgment) without appeal having been noticed or taken;

and (iv) if an appeal is taken, immediately after (a) the date of final dismissal of any appeal from

the Judgment or the final dismissal of any proceeding on certiorari to review the Judgment, or (b)

the date of final affirmance on appeal of the Judgment, the expiration of time for any further

judicial review whether by appeal, reconsideration or a petition for a writ of certiorari and, if

certiorari is granted, the date of final affirmance of the Judgment following review pursuant to

the grant. For purposes of this paragraph, an “appeal” shall include any petition for a writ of

certiorari or other writ that may be filed in connection with approval or disapproval of this

settlement, but shall not include any appeal which concerns only the issue of attorneys’ fees

and/or expenses, the Plan of Allocation of the Settlement Fund, or the procedures for

determining Authorized Claimants’ recognized claims; any proceeding or appeal pertaining


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solely to one or more of these excluded issues shall not in any way delay or affect the time set

forth above for the Judgment to become Final, or otherwise preclude the Judgment from

becoming Final.

1.10 “Immediate Family” means spouses, parents, grandparents, children, and

grandchildren.

1.11 “Individual Defendants” means William J. Amelio, Joan S. Hooper, Rebecca

Camden, William E. Macaulay, Jonathan Lewis, and Kenneth W. Moore.

1.12 “Judgment” means the Final Judgment and Order of Dismissal with Prejudice to

be rendered by the Court, substantially in the form attached hereto as Exhibit B or a judgment in

a form other than as provided in Exhibit B that is acceptable to all Settling Parties.

1.13 “Lead Counsel” means Kirby McInerney LLP.

1.14 “Lead Plaintiffs” means Errol Rudman and Rudman Partners LP.

1.15 “Net Settlement Fund” means the Settlement Fund less (i) any Court-awarded

attorneys’ fees, costs, and expenses; (ii) notice and administration costs; (iii) Taxes and Tax

Expenses; and (iv) other Court-approved deductions that occur before distribution of the

proceeds of the settlement to the Settlement Class.

1.16 “Parties” means the Lead Plaintiffs and the Defendants.

1.17 “Person” means an individual, corporation, partnership, limited partnership,

limited liability partnership, association, joint stock company, joint venture, limited liability

company, professional corporation, estate, legal representative, trust, unincorporated association,

government or any political subdivision or agency thereof, and any business or legal entity, and

their spouses, heirs, predecessors, successors, representatives, or assigns.


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1.18 “Plaintiffs” means Lead Plaintiffs and each Member of the Settlement Class, as

set forth in ¶ 1.26 below.

1.19 “Plan of Allocation” means a plan or formula of allocation of the Settlement Fund

whereby the Settlement Fund shall be distributed to Authorized Claimants after payment of

expenses of notice and administration of the settlement, Taxes and Tax Expenses, and such

attorneys’ fees, costs, expenses, and interest, as well as Lead Plaintiffs’ expenses, if any, as may

be awarded by the Court. The Plan of Allocation is not part of the Stipulation and neither

Defendants nor their Related Parties shall have any responsibility or liability with respect thereto.

1.20 “Proof of Claim” means a Proof of Claim and Release to be submitted by

claimants, substantially in the form attached hereto as Exhibit A-3.

1.21 “Related Parties” means, with respect to the Defendants, each and all of their

respective past or present, direct or indirect parents, subsidiaries, affiliates, controlling or

majority shareholders (including each member of a control group), financial sponsors, successors

and assigns, and each and all of their respective past or present directors, officers, employees,

partners, members, principals, agents, underwriters, insurers, co-insurers, reinsurers, controlling

shareholders, attorneys, accountants, auditors, financial or investment advisors or consultants,

banks or investment bankers, personal or legal representatives, predecessors, successors, parents,

subsidiaries, divisions, joint ventures, assigns, spouses, heirs, executors, estates, administrators,

related or affiliated entities, affiliated funds, any entity in which a Defendant has a controlling

interest, any members of any Individual Defendant’s Immediate Family, or any trust of which

any Individual Defendant is the settlor or which is for the benefit of any Individual Defendant or

Individual Defendant’s Immediate Family.


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1.22 “Released Claims” means any and all claims, debts, demands, rights, liabilities,

and causes of action of every nature and description whatsoever (including, but not limited to,

any claims for damages, restitution, rescission, disgorgement, interest, attorneys’ fees, expert or

consulting fees, and any other costs, expenses or liability whatsoever), whether based on federal,

state, local, statutory, common law, foreign law, or any other law, rule or regulation, whether

fixed or contingent, accrued or un-accrued, liquidated or unliquidated, at law or in equity,

matured or unmatured, including, without limitation, claims arising under the Securities Act and

claims arising under the Securities Exchange Act of 1934, whether class or individual in nature,

including both known claims and Unknown Claims (as defined in ¶ 1.33), whether or not

concealed or hidden, that (i) have been or could have been asserted in this Action or in the

Complaint by the Plaintiffs against any of the Released Persons (as defined below), or (ii) could

have been or in the future could be asserted in any other forum, whether foreign or domestic, by

the Plaintiffs and their present or past heirs, executors, estates, administrators, predecessors,

successors, assigns, parents, subsidiaries, associates, affiliates, directors, managing directors,

officers, employees, partners, principals, agents, members, managing members, controlling

shareholders, attorneys, accountants or auditors, financial and other advisors or consultants,

banks or investment bankers, personal or legal representatives, underwriters, insurers, co-

insurers, reinsurers, lenders, and any other representatives of any of these persons and entities,

against any of the Released Persons that arise out of, or are based upon or related in any way to:

(a) the IPO; (b) the allegations, transactions, facts, matters or occurrences, representations or

alleged omissions involved in the Action, or set forth or referred to in the Complaint, or (c) the

purchase, acquisition, disposition, sale or retention of, or other transaction in, CHC securities

during the Settlement Class Period, including, without limitation, claims that arise out of, are


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based upon or relate to in any way any disclosures, Securities and Exchange Commission

filings, press releases, registration statements, offering memoranda, or other public statements

by, on behalf of, attributable to or concerning CHC during the Class Period. “Released Claims”

further includes (i) any right to appeal the November 7, 2016 Order dismissing the Complaint in

its entirety and (ii) any and all claims arising out of, based upon or related in any way to the

settlement or resolution of the Action, except for any alleged breaches of this Stipulation.

1.23 “Released Persons” means each and all of the Defendants and their Related

Parties.

1.24 “Settlement Amount” means Three Million, Eight Hundred and Fifty Thousand

Dollars (US$3,850,000) in cash.

1.25 “Settlement Class” means, for settlement purposes only, all Persons (other than

those Persons who timely and validly request exclusion from the Settlement Class) who

purchased or otherwise acquired CHC securities pursuant and/or traceable to the Registration

Statement and accompanying documents issued in connection with CHC’s January 16, 2014 IPO

including CHC’s securities purchased in the IPO on or about January 16, 2014 or purchased on

the open market during the period from January 16, 2014 through July 10, 2014, inclusive.

Excluded from the Settlement Class are Defendants, members of the Individual Defendants’

Immediate Families, all current and former directors and officers of CHC during the class period,

any firm, trust, partnership, corporation or entity in which any Defendant has a controlling

interest, and the legal representatives, affiliates, heirs, successors-in-interest or assigns of any

such excluded person or entity. The foregoing exclusion shall not cover “Investment Vehicles,”

which for these purposes shall mean any investment company, pooled investment fund or

separately managed account (including, but not limited to, mutual fund families, exchange-traded


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funds, fund of funds, private equity funds, real estate funds, hedge funds, and employee benefit

plans) in which any Underwriter Defendant or any of its affiliates has or may have a direct or

indirect interest or as to which any Underwriter Defendant or any of its affiliates may act as an

investment advisor, general partner, managing member, or in other similar capacity (other than

an investment vehicle of which the Underwriter Defendant or any of its affiliates is a majority

owner or holds a majority beneficial interest and only to the extent of such Underwriter

Defendant’s or affiliate’s ownership or interest). Also excluded from the Settlement Class are

those Persons who submit valid and timely requests for exclusion from the Settlement Class

pursuant to the terms of this Stipulation and related Exhibits.

1.26 “Settlement Class Member” or “Member of the Settlement Class” means a Person

who falls within the definition of the Settlement Class as set forth in ¶ 1.25 above.

1.27 “Settlement Class Period” means the period between January 16, 2014 and July

10, 2014, inclusive.

1.28 “Settlement Fund” means the Settlement Amount plus all interest and accretions

thereto, and which may be reduced by payments or deductions as provided herein or by Court

order.

1.29 “Settling Parties” means, collectively, the Defendants and the Lead Plaintiffs on

behalf of themselves and the Settlement Class.

1.30 “Tax Expenses” means any tax-related expenses and costs incurred in connection

with the operation and implementation of ¶ 2.7, including, without limitation, expenses of tax

attorneys and/or accountants and mailing and distribution costs and expenses relating to filing (or

failing to file) the returns described in ¶ 2.7.


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1.31 “Taxes” means any taxes, including any estimated taxes, interest, or penalties,

arising with respect to the income earned by the Settlement Fund, including any taxes or tax

detriments that may be imposed upon the Defendants or their Related Parties or their counsel

with respect to any income earned by the Settlement Fund for any period during which the

Settlement Fund does not qualify as a “qualified settlement fund” for federal or state income tax

purposes.

1.32 “Underwriter Defendants” means J.P. Morgan Securities LLC, Barclays Capital

Inc., UBS Securities LLC, HSBC Securities (USA) Inc., RBC Capital Markets, LLC, Wells

Fargo Securities, LLC, BNP Paribas Securities Corp., Standard Bank Plc, Cormark Securities

(USA) Ltd., Cowen and Company, LLC, Raymond James & Associates, Inc., Simmons &

Company, International (Piper Jaffray & Co., as successor in interest) and Tudor, Pickering, Holt

& Co. Securities, Inc.

1.33 “Unknown Claims” means any claims that Lead Plaintiffs or any Settlement Class

Member does not know or suspect to exist in his, her, or its favor at the time of the release of the

Released Persons that, if known by him, her, or it, would or might have affected his, her, or its

settlement with and release of the Released Persons, or would or might have affected his, her, or

its decisions with respect to this settlement.

Lead Plaintiff, on behalf of himself and the Settlement Class Members, further affirms,

and by operation of the Judgment the Settlement Class Members will be deemed to affirm, that

no fact, evidence, event or transaction currently unknown to them but that hereafter may become

known to them shall affect in any way or manner the final and unconditional nature of this

Release. Lead Plaintiff, on behalf of himself and the Settlement Class Members, further

acknowledges that he is familiar, and by operation of the Judgment the Settlement Class


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Members shall be deemed to be familiar, with the provisions of California Civil Code § 1542,

which provides as follows:

A GENERAL RELEASE DOES NOT EXTEND TO CLAIMS

WHICH THE CREDITOR DOES NOT KNOW OR SUSPECT

TO EXIST IN THE CREDITOR'S FAVOR AT THE TIME OF

EXECUTING THE RELEASE, WHICH IF KNOWN BY THE

CREDITOR, MUST HAVE MATERIALLY AFFECTED HIS

SETTLEMENT WITH THE DEBTOR.

Lead Plaintiff, on behalf of himself and the Settlement Class Members, being aware of

California Civil Code § 1542, hereby expressly waives, and by operation of the Judgment the

Settlement Class Members shall be deemed to have waived, any rights they may have

thereunder, as well as any other statutes or common law principles of similar effect.

Lead Plaintiffs and Settlement Class Members may hereafter discover facts in addition to

or different from those which he, she, or it now knows or believes to be true with respect to the

subject matter of the Released Claims, but Lead Plaintiffs upon the Effective Date shall

expressly, fully, finally, and forever settle and release and each Settlement Class Member, upon

the Effective Date, shall be deemed to have, and by operation of the Judgment shall have, fully,

finally, and forever settled and released any and all Released Claims, known or unknown,

suspected or unsuspected, contingent or non-contingent, whether or not concealed or hidden,

which now exist, or heretofore have existed, upon any theory of law or equity now existing or

coming into existence in the future, including, but not limited to, conduct that is negligent,

intentional, with or without malice, or a breach of any duty, law or rule, without regard to the

subsequent discovery or existence of such different or additional facts. Lead Plaintiffs

acknowledge, and the Settlement Class Members shall be deemed by operation of the Judgment

to have acknowledged, that the inclusion of Unknown Claims in the definition of Released


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Claims was separately bargained for and a key element of the settlement of which this release is

a material and essential part.

2. The Settlement

The Settlement Fund

2.1 In full settlement of the Released Claims, CHC and its insurance carrier shall pay

or cause to be paid the Settlement Amount (US $3,850,000 in cash), as directed by the Escrow

Agent, no later than ten (10) business days after (i) the Court conditionally certifies the

Settlement Class for settlement purposes only, approves of the forms for mailed and published

notice of the settlement provided for in the Stipulation, authorizes the mailing and publication of

these notices, and schedules the Settlement Hearing (as defined in ¶ 3.4 below) and (ii)

Defendants’ receipt of all required payment information from Lead Counsel, including adequate

wire instructions and a completed Form W-9. If the entire Settlement Amount is not timely

transferred to an account or accounts established by the Escrow Agent, Plaintiffs may terminate

the settlement if (i) Lead Counsel has notified Defendants’ counsel in writing of Plaintiffs’

intention to terminate the settlement, and (ii) the entire Settlement Amount is not transferred to

the account or accounts established by the Escrow Agent within ten (10) days after Lead Counsel

has provided such written notice.

The Escrow Agent

2.2 The Escrow Agent shall invest the Settlement Amount deposited in accounts at

Citibank, N.A. (each to be entitled the “CHC Securities Litigation Settlement Fund” under its

own U.S. tax identification number) in short term United States agency or Treasury securities (or

a mutual fund invested solely in such instruments), or other instruments backed by the full faith

and credit of the United States Government or an agency thereof, or fully insured by the United


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States Government or an Agency thereof, and shall reinvest the proceeds of these instruments as

they mature in similar instruments at their then-current market rates except that any residual cash

balances of $250,000 or less may be deposited in a bank account insured to the extent possible

by the Federal Deposit Insurance Corporation and any interest earned on that residual balance

shall be part of the Settlement Fund. All risks related to the investment of the Settlement Fund in

accordance with the investment guidelines set forth in this paragraph shall be borne by the

Settlement Fund and the Released Persons shall have no responsibility for, interest in, or liability

whatsoever with respect to investment decisions or the actions of the Escrow Agent, or any

transactions executed by the Escrow Agent.

2.3 The Escrow Agent shall not disburse the Settlement Fund except as provided in

the Stipulation, by an order of the Court, or with the written agreement of the Settling Parties’

counsel.

2.4 Subject to further order(s) and/or directions as may be made by the Court, or as

provided in the Stipulation, the Escrow Agent is authorized to execute such transactions that are

consistent with the terms of the Stipulation.

2.5 All funds held by the Escrow Agent shall be deemed and considered to be in

custodia legis of the Court, and shall remain subject to the jurisdiction of the Court, until such

time as such funds shall be distributed or returned pursuant to the Stipulation and/or further

order(s) of the Court.

2.6 Without further order of the Court, the Settlement Fund may be used by Lead

Counsel to pay reasonable costs and expenses actually incurred in connection with providing

notice to the Settlement Class, locating Settlement Class Members, soliciting claims, assisting

with the filing of claims, administering and distributing the Net Settlement Fund to Authorized


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Claimants, processing Proof of Claim forms, and paying escrow fees and costs, if any. In no

event shall the Released Persons have any responsibility or liability for the administration of the

Settlement Fund. Notwithstanding the foregoing, prior to the Effective Date, payment out of the

Settlement Fund of any costs and/or expenses identified in this ¶ 2.6 exceeding $200,000 shall be

subject to Court approval.

Taxes

2.7 (a) The Settling Parties and the Escrow Agent agree to treat the Settlement

Fund as being at all times a “qualified settlement fund” within the meaning of Treas. Reg.

§ 1.468B-1. In addition, the Escrow Agent shall timely make such elections as necessary or

advisable to carry out the provisions of this ¶ 2.7, including the “relation-back election” (as

defined in Treas. Reg. § 1.468B-1) back to the earliest permitted date. Such elections shall be

made in compliance with the procedures and requirements contained in such regulations. It shall

be the responsibility of the Escrow Agent, or its designated agent the Claims Administrator, to

timely and properly prepare and deliver the necessary documentation for signature by all

necessary parties, and thereafter to cause the appropriate filing to occur.

(b) For the purpose of § 1.468B of the Internal Revenue Code of 1986, as

amended, and the regulations promulgated thereunder, the “administrator” shall be the Escrow

Agent, or its designated agent the Claims Administrator. The Escrow Agent, or its designated

agent the Claims Administrator, shall timely and properly file all informational and other tax

returns necessary or advisable with respect to the Settlement Fund (including, without limitation,

the returns described in Treas. Reg. § 1.468B-2(k)). Such returns (as well as the election

described in ¶ 2.7(a) hereof) shall be consistent with this ¶ 2.7 and in all events shall reflect that


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all Taxes (including any estimated Taxes, interest or penalties) on the income earned by the

Settlement Fund shall be paid out of the Settlement Fund as provided in ¶ 2.7(c) hereof.

(c) All Taxes and Tax Expenses shall be paid out of the Settlement Fund; in

all events the Released Persons and their counsel shall have no liability or responsibility for any

Taxes or Tax Expenses. The Escrow Agent, through the Settlement Fund, shall indemnify and

hold each of the Released Persons and their counsel harmless for Taxes and Tax Expenses

(including, without limitation, Taxes payable by reason of any such indemnification). Further,

Taxes and Tax Expenses shall be treated as, and considered to be, a cost of administration of the

Settlement Fund and shall be timely paid by the Escrow Agent out of the Settlement Fund

without prior order from the Court and the Escrow Agent, or its designated agent the Claims

Administrator, shall be authorized (notwithstanding anything herein to the contrary) to withhold

from distribution to Authorized Claimants any funds necessary to pay such amounts, including

the establishment of adequate reserves for any Taxes and Tax Expenses (as well as any amounts

that may be required to be withheld under Treas. Reg. § 1.468B-2(l)(2)). The Parties hereto

agree to cooperate with the Escrow Agent, or its designated agent the Claims Administrator, each

other, and their tax attorneys and accountants to the extent reasonably necessary to carry out the

provisions of this ¶ 2.7.

3. Notice and Scheduling Order and Settlement Hearing

3.1 Promptly after execution of the Stipulation, the Settling Parties shall submit the

Stipulation together with its Exhibits to the Court, and Lead Counsel shall apply for entry of an

order on the earliest available date (“Notice and Scheduling Order”), substantially in the form of

Exhibit A attached hereto, requesting, among other things: (1) certification of the Settlement

Class for settlement purposes only; (2) approval for the mailing of a settlement notice (“Notice”)


- 19 -

and publication of a summary notice, substantially in the forms of Exhibits A-1 and A-2 attached

hereto, along with a Proof of Claim substantially in form of Exhibit A-3; and (3) schedule the

Settlement Hearing (as defined in ¶ 3.4 below).

3.2 Within ten (10) calendar days of the filing of this Stipulation with the Court, or as

soon as reasonably practicable thereafter, CHC shall serve all notices that might be required

pursuant to the Class Action Fairness Act, 28 U.S.C. §1715 (“CAFA”), after first obtaining

approval as to the form of the notice from counsel for the other Defendants, and shall serve such

notice upon all recipients reasonably requested by any Defendant. Counsel for CHC shall

promptly inform counsel for all parties upon timely completion of the provision of such notices.

3.3 Within ten (10) calendar days from the later of the entry of the Notice and

Scheduling Order or as soon as reasonably practicable thereafter, CHC shall promptly make, or

cause to be made, the last known addresses of Settlement Class Members in electronic form (if

available, and at no cost to the Settlement Fund, Lead Counsel or the Claims Administrator), or

other identifying information, as set forth in the books and records regularly maintained by the

Company or its transfer agent, available to the Claims Administrator for the purpose of

identifying and giving notice to the Class. Neither Defendants nor their Related Parties shall

have any responsibility for, interest in, or liability with respect to providing notice (for which

Lead Plaintiff shall be solely responsible) to the Settlement Class Members.

3.4 Lead Counsel shall request that after notice is given, the Court hold a hearing

(“Settlement Hearing”) to consider and determine whether to approve the settlement as fair,

reasonable, and adequate, and whether the Judgment, substantially in the form of Exhibit B

attached hereto, should be entered approving the settlement as set forth herein and dismissing the

Action with prejudice. At or after the Settlement Hearing, Lead Counsel also will request that


- 20 -

the Court approve the proposed Plan of Allocation and the Fee and Expense Application (as

defined herein).

4. Releases and Proofs of Claim

4.1 The satisfaction of the obligations incurred pursuant to this Stipulation shall be in

full and final disposition of the Action and any and all Released Claims.

4.2 Upon the Effective Date, Lead Plaintiffs and each and every Settlement Class

Member shall be deemed to have, and by operation of the Judgment shall have, fully, finally, and

forever waived, released, relinquished, discharged, and dismissed with prejudice, and be

estopped from ever asserting or reasserting, all Released Claims against the Released Persons,

whether or not such Settlement Class Member executes and delivers the Proof of Claim, and

whether or not such Settlement Class Member shares in the Settlement Fund.

4.3 Only those Settlement Class Members filing valid and timely Proof of Claim

forms shall be entitled to participate in the Settlement and receive a distribution from the

Settlement Fund. The Proof of Claim to be executed by Settlement Class Members shall release

all Released Claims against the Released Persons, and shall be substantially in the form

contained in Exhibit A-3 attached hereto.

4.4 Upon the Effective Date, each and every Settlement Class Member and anyone

claiming through or on behalf of any of them, will be permanently and forever barred and

enjoined from commencing, instituting, prosecuting or continuing to prosecute any action or

other proceeding in any court of law or equity, arbitration tribunal, administrative forum, or any

other forum, asserting the Released Claims against any of the Released Persons, whether or not

such Settlement Class Member shares in the Settlement Fund.


- 21 -

4.5 Upon the Effective Date, each of the Released Persons shall be deemed to have,

and by operation of the Judgment shall have, fully, finally, and forever released, relinquished,

and discharged Lead Plaintiffs, each and all of the Settlement Class Members, and Lead Counsel

from all claims (including Unknown Claims) arising out of, relating to, or in connection with the

institution, prosecution, assertion, settlement or resolution of the Action or the Released Claims.

5. Administration and Calculation of Claims, Final Awards, and Supervision

and Distribution of the Settlement Fund

5.1 The Claims Administrator, subject to such supervision and direction of Lead

Counsel and the Court as may be necessary or as circumstances may require, shall administer

and calculate the claims submitted by Settlement Class Members and shall oversee distribution

of the Net Settlement Fund to Authorized Claimants.

5.2 The Settlement Fund shall be applied as follows:

(a) to pay all the fees, costs, and expenses reasonably and actually incurred in

connection with providing notice, locating Settlement Class Members, soliciting Settlement

Class claims, assisting with the filing of claims, administering and distributing the Net

Settlement Fund to Authorized Claimants, processing Proof of Claim forms, and paying escrow

fees and costs, if any;

(b) to pay the Taxes and Tax Expenses;

(c) after the Judgment is Final, to pay Lead Counsel’s attorneys’ fees and

expenses, if and to the extent allowed by the Court; and

(d) upon the Effective Date, to distribute the balance of the Settlement Fund

(i.e., “Net Settlement Fund”) to Authorized Claimants as allowed by the Plan of Allocation in the

form approved by the Court.


- 22 -

5.3 Upon the Effective Date and thereafter, and in accordance with the terms of the

Stipulation, the Plan of Allocation, or such further approval and further order(s) of the Court as

may be necessary or as circumstances may require, the Net Settlement Fund shall be distributed

to Authorized Claimants.

5.4 Within one hundred and twenty (120) calendar days after entry of the Notice and

Scheduling Order, unless otherwise ordered by the Court, each Person claiming to be an

Authorized Claimant shall be required to submit to the Claims Administrator a completed Proof

of Claim, substantially in the form of Exhibit A-3, signed under penalty of perjury and supported

by such documents as are specified in the Proof of Claim or such other documents or proof, as

are reasonably available to the Authorized Claimant, as Lead Counsel and the Claims

Administrator, in their discretion, may deem appropriate. All Proofs of Claim must be submitted

by the date specified in the Notice, unless such period is extended by order of the Court.

5.5 All Settlement Class Members who fail to timely submit a valid Proof of Claim

within such period, or such other period as may be ordered by the Court, or otherwise allowed,

shall be forever barred from receiving any payments pursuant to the settlement except as

otherwise ordered by the Court, but will in all other respects be subject to and bound by the

provisions of the Stipulation, the releases contained herein, and the Judgment and will be barred

and enjoined from bringing any action against the Related Parties concerning the Released

Claims. Notwithstanding the foregoing, Lead Counsel may, in its discretion, accept late-

submitted claims for processing by the Claims Administrator so long as the distribution of the

Net Settlement Fund to Authorized Claimants is not materially delayed thereby. Lead Counsel

shall have no liability for accepting or not accepting late claims.


- 23 -

5.6 The Net Settlement Fund shall be distributed to the Authorized Claimants

substantially in accordance with the Plan of Allocation set forth in the Notice and approved by

the Court. If there is any balance remaining in the Net Settlement Fund after six (6) months from

the initial date of distribution of the Net Settlement Fund (whether by reason of tax refunds,

uncashed checks or otherwise), then, after the Claims Administrator has made reasonable efforts

to have Authorized Claimants cash their distributions, the Claims Administrator, under the

supervision of Lead Counsel, shall, if economically feasible, reallocate such balance among

Authorized Claimants who have cashed their initial distributions and who would receive at least

$10.00 from such redistribution after the payment of any Taxes and unpaid costs or fees incurred

in administering the Net Settlement Fund for such redistribution. Lead Counsel shall, if

economically feasible, continue to reallocate any further balance remaining in the Net Settlement

Fund after the redistribution is completed among Authorized Claimants in the same manner and

time frame as provided for above. In the event that Lead Counsel determines that further

redistribution of any balance remaining (following the initial distribution and redistribution) is no

longer economically feasible, thereafter, Lead Counsel shall donate the remaining funds (after

payment of any additional, previously unreimbursed fees, costs, and expenses related to the

administration of the settlement), to a non-sectarian, not-for-profit 501(c)(3) organization, to be

designated by Lead Counsel and approved by the Court.

5.7 The Released Persons shall have no responsibility for, interest in, or liability

whatsoever with respect to providing notice to the Settlement Class, the investment, allocation or

distribution of the Net Settlement Fund, the Plan of Allocation, the determination,

administration, or calculation of claims, the payment or withholding of Taxes or Tax Expenses,

or any losses incurred in connection therewith. No Person shall have any claim of any kind


- 24 -

against the Released Persons with respect to the matters set forth in ¶¶ 5.1 through and including

5.9 hereof; and the Settlement Class Members, Lead Plaintiffs, and Lead Counsel release the

Released Persons from any and all liability and claims arising from or with respect to the

investment or distribution of the Settlement Fund.

5.8 No Person shall have any claim against Lead Plaintiffs, Lead Counsel or the

Claims Administrator, or any other Person designated by Lead Counsel, or the Released Persons

based on determinations and/or distributions or claim rejections made substantially in accordance

with the Stipulation and the settlement contained herein, the Plan of Allocation, or further

order(s) of the Court.

5.9 It is understood and agreed by the Settling Parties that any proposed Plan of

Allocation of the Net Settlement Fund, including, but not limited to, any adjustments to an

Authorized Claimant’s claim set forth therein, is not a necessary part of the Stipulation and is to

be considered by the Court separately from the Court’s consideration of the fairness,

reasonableness, and adequacy of the settlement set forth in the Stipulation, and any order or

proceeding relating to the Plan of Allocation shall not operate to terminate or cancel the

Stipulation or affect the finality of the Court’s Judgment approving the Stipulation and the

settlement set forth therein, or any other orders entered pursuant to the Stipulation.

5.10 This is not a claims-made settlement. If all conditions of the Stipulation are

satisfied and the Settlement becomes Final, no portion of the Settlement Fund will be returned to

the Defendants or their insurance carrier for any reason, including without limitation, the number

of Proof of Claims filed, the collective amount of Recognized Losses of Authorized Claimants,

the percentage of recovery of losses, or the amounts to be paid to Authorized Claimants from the

Net Settlement Fund.


- 25 -

6. Lead Counsel’s Attorneys’ Fees and Expenses

6.1 Lead Counsel may submit an application or applications (“Fee and Expense

Application”) for an award of attorneys’ fees not to exceed one-third (33.33%) of the Settlement

Amount, plus expenses and costs incurred in connection with prosecuting the Action, plus any

interest on such attorneys’ fees and expenses at the same rate and for the same periods as earned

by the Settlement Fund (until paid) as may be awarded by the Court (“Fee and Expense Award”).

Defendants will not object to such application. Lead Counsel reserves the right to make

additional applications for fees and expenses incurred in connection with the preservation of the

Settlement Fund and/or the administration of the settlement.

6.2 The Fee and Expense Award, if and to the extent allowed by the Court, shall be

payable to Lead Counsel from the Settlement Fund no later than ten (10) calendar days after the

Court enters both the Judgment and order awarding such fees and expenses, notwithstanding any

timely filed objections thereto, or potential for appeal therefrom.

6.3 In the event that the Effective Date does not occur, or the Judgment or the order

making the Fee and Expense Award is reversed or modified, or the Stipulation is canceled or

terminated for any other reason, and in the event that the Fee and Expense Award has been paid

to any extent, then Lead Counsel shall within ten (10) business days from receiving notice from

Defendants’ counsel or from a court of appropriate jurisdiction, refund to the Settlement Fund

such fees and expenses previously paid to them from the Settlement Fund, plus interest thereon

at the same rate as earned on the Settlement Amount in an amount consistent with such reversal

or modification. Lead Counsel receiving fees and expenses, as a condition of receiving such fees

and expenses, on behalf of itself and each partner and/or shareholder of it, agrees that the law

firm and its partners and/or shareholders are subject to the jurisdiction of the Court for the


- 26 -

purpose of enforcing the provisions of this paragraph. Without limitation, Lead Counsel agrees

that the Court may, upon application of Defendants and notice to Lead Counsel, summarily issue

orders, including, but not limited to, judgments and attachment orders and may make appropriate

findings of or sanctions for contempt, should Lead Counsel fail timely to refund fees and

expenses pursuant to this paragraph.

6.4 The procedure for and the allowance or disallowance by the Court of any

applications by Lead Counsel for attorneys’ fees and expenses, to be paid out of the Settlement

Fund, are not part of the settlement set forth in the Stipulation, and are to be considered by the

Court separately from the Court’s consideration of the fairness, reasonableness, and adequacy of

the settlement set forth in the Stipulation, and any order or proceeding relating to the Fee and

Expense Award, or any appeal from any order relating thereto or reversal or modification

thereof, shall not operate to terminate or cancel the Stipulation, or affect or delay the finality of

the Judgment approving the Stipulation and the settlement of the Action set forth therein. The

Settling Parties agree that the denial, in whole or in part, of any Fee and Expense Application

shall in no way affect the enforceability, validity, or finality of this Stipulation or affect or delay

the finality of the Judgment approving the Stipulations and the settlement of the Action set forth

therein.

6.5 Settling Defendants agree that they will not oppose Lead Counsel’s Fee and

Expense Application. Further, the Released Persons shall have no responsibility for, and no

liability whatsoever with respect to, any payment of attorneys’ fees and expenses to Lead

Counsel or any other counsel who may have participated in the litigation of this action. The

payment of attorneys’ fees and expenses to Lead Counsel or other counsel shall be paid

exclusively out of the Settlement Fund as set forth herein.


- 27 -

6.6 The Released Persons shall have no responsibility for the allocation among Lead

Counsel, and/or any other Person who may assert any claim thereto, of any Fee and Expense

Award that the Court may make in the Action, and the Released Persons take no position with

respect to such matters.

7. Conditions of Settlement, Effect of Disapproval, Cancellation or Termination

7.1 The Effective Date of the settlement shall be the date when all of the following

events shall have occurred and is conditioned upon the occurrence of all of the following events:

(a) the Court has entered the Notice and Scheduling Order, as described in

¶ 3.1 hereof;

(b) CHC’s insurance carrier timely made or caused to be made the

contribution to the Settlement Fund, as required by ¶ 2.1 hereof;

(c) no option to terminate the Stipulation has been exercised or, if exercised,

has been retracted;

(d) the Court has entered the Judgment; and

(e) the Judgment has become Final, as defined in ¶ 1.11 hereof.

Any appeal or delay in (a) the approval of the Plan of Allocation or (b) the consideration

of any Fee and Expense Application shall not affect, alter, or delay the occurrence of the

Effective Date.

7.2 Upon the occurrence of all of the events referenced in ¶ 7.1 hereof, any and all

remaining interest or right of the Defendants or CHC’s insurers in or to the Settlement Fund, if

any, shall be absolutely and forever extinguished, except as set forth in this Stipulation. If it

becomes clear that any of the conditions specified in ¶ 7.1 hereof cannot or will not be met, then


- 28 -

the Stipulation shall be canceled and terminated subject to ¶ 7.5 hereof unless Lead Counsel and

counsel for Defendants mutually agree in writing to otherwise proceed with the Stipulation.

7.3 Prior to the Settlement Hearing, any Defendant shall have the option to terminate

the settlement in the event that Settlement Class Members who purchased in the aggregate more

than a certain number of shares of CHC common stock during the Settlement Class Period

choose to exclude themselves from the Settlement Class, as set forth in a separate supplemental

confidential agreement executed between Lead Plaintiffs and Defendants (“Supplemental

Agreement”). The Supplemental Agreement will not be filed with the Court and its terms shall

not be disclosed in any other manner (other than the statements herein and in the Notice, to the

extent necessary, or as otherwise provided in the Supplemental Agreement) unless requested by

the Court or unless and until a dispute as between Lead Plaintiffs and the Defendants concerning

its interpretation or application arises and in that event, the Settling Parties shall request that the

Supplemental Agreement be filed for the Court’s in camera review and/or under seal. Copies of

all requests for exclusion received and copies of all written revocations of requests for exclusion

received shall be sent to counsel for the Parties within three (3) business days of receipt by the

Claims Administrator.

7.4 Unless otherwise ordered by the Court, in the event the Stipulation shall

terminate, or be canceled, or shall not become effective for any reason, within ten (10) business

days after written notification of such event is made by counsel for any Defendant or Lead

Counsel to the other parties, the Settlement Fund (including accrued interest), less expenses that

have either been disbursed pursuant to ¶¶ 2.6 and 2.7 hereof, or are determined to be chargeable

to the Settlement Fund, shall be refunded by Lead Counsel directly to CHC’s insurance carrier

pursuant to written instructions from CHC’s counsel to the Escrow Agent. The Escrow Agent or


- 29 -

its designee shall apply for any tax refund owed on the Settlement Fund and pay the proceeds,

after deduction of any fees or expenses incurred in connection with such application(s) for refund

pursuant to written instructions from CHC’s counsel to the Escrow Agent.

7.5 In addition to the rights to termination set forth in ¶ 7.3 hereof, Defendants and

Lead Plaintiffs shall each have the right to terminate the settlement and this Stipulation by

providing written notice of their election to do so (“Termination Notice”) to all other parties

hereto within thirty (30) days of: (a) the Court’s declining to enter the Notice and Scheduling

Order in any material respect without leave to amend and resubmit; (b) the Court’s refusal to

approve this Stipulation or any material part of it without leave to amend and resubmit; (c) the

Court’s declining to enter the Judgment in any material respect without leave to amend and

resubmit; or (d) the date upon which the Judgment is modified or reversed in any material

respect by the Court of Appeals or the Supreme Court or any other court. Any decision with

respect to any Plan of Allocation or Fee and Expense Award shall not be considered material to

this Stipulation and shall not be grounds for termination.

7.6 In the event that the Stipulation is not approved by the Court or the settlement set

forth in the Stipulation is terminated or fails to become effective in accordance with its terms, the

Settling Parties shall be restored to their respective positions in the Action as of November 29,

2016. In such event, the terms and provisions of the Stipulation, with the exception of ¶¶ 1.1-

1.32, 2.6-2.7, 6.3-6.5, 7.4-7.7, 8.1, and 8.4 hereof, shall have no further force and effect with

respect to the Settling Parties and shall not be used in this Action or in any other proceeding for

any purpose, and any judgment or order entered by the Court in accordance with the terms of the

Stipulation shall be treated as vacated, nunc pro tunc. No order of the Court or modification or

reversal on appeal of any order of the Court concerning the Plan of Allocation or the amount of


- 30 -

any Fee and Expense Award shall constitute grounds for cancellation or termination of the

Stipulation.

7.7 If the Effective Date does not occur, or if the Stipulation is terminated pursuant to

its terms, neither Lead Plaintiffs nor any of their counsel shall have any obligation to repay any

amounts actually and properly disbursed pursuant to ¶¶ 2.6 or 2.7. In addition, any expenses

already incurred pursuant to ¶¶ 2.6 or 2.7 hereof at the time of such termination or cancellation

but which have not been paid, shall be paid by the Escrow Agent in accordance with the terms of

the Stipulation prior to the balance being refunded in accordance with ¶¶ 2.8 and 7.4 hereof.

8. Miscellaneous Provisions

8.1 Lead Plaintiffs have asserted that the Action should be certified as a class action

pursuant to the Federal Rules of Civil Procedure. For settlement purposes only, and for no other

purpose than as set forth in and to effectuate this Stipulation, Defendants will not object to such

certification on the terms set forth in this Stipulation. The Settling Parties further agree that if

the Court does not enter the Notice and Scheduling Order substantially in the form of Exhibit A

attached hereto, then no class will be deemed to have been certified by or as a result of this

Stipulation, and the Action will for all purposes with respect to the Settling Parties revert to its

status as of the day immediately before the Stipulation was fully executed. In such event, (i)

Defendants will not be deemed to have consented to the certification of any class, (ii) the

Stipulation concerning class definition or class certification shall not be used as evidence or

argument in support of class definition or class certification, and (iii) Defendants will retain all

rights to oppose class certification.

8.2 The Settling Parties (i) acknowledge that it is their intent to consummate this

agreement; and (ii) agree to cooperate to the extent reasonably necessary to effectuate and


- 31 -

implement all terms and conditions of the Stipulation and to exercise their best efforts to

accomplish the foregoing terms and conditions of the Stipulation.

8.3 The Settling Parties intend this settlement to be a final and complete resolution of

all disputes between them that were or could have been asserted with respect to the Action. The

settlement compromises claims that are contested and shall not be deemed an admission by any

Settling Party as to the merits of any claim or defense. The Final Judgment will contain a

finding that, during the course of the Action, the Parties and their respective counsel at all times

complied with the requirements of Federal Rule of Civil Procedure 11. The Settling Parties

agree that the Settlement Amount and the other terms of the settlement were negotiated in good

faith by the Settling Parties, and reflect a settlement that was reached voluntarily after

consultation with competent legal counsel. The Settling Parties reserve their right to rebut, in a

manner that such party reasonably determines to be appropriate, any contention made by any of

the Settling Parties in any public forum that the Action was brought or defended in bad faith or

without a reasonable basis.

8.4 Whether or not the settlement is approved by the Court, and whether or not the

settlement is consummated, the fact and terms of this Stipulation, including its Exhibits, the

Supplemental Agreement, all negotiations, discussions, drafts, and proceedings in connection

with the settlement, and any act performed or document signed in connection with the settlement,

shall not, in this or any other court, administrative agency, arbitration forum, or other tribunal,

constitute an admission of, or evidence of, or be deemed to create any inference of (i) any

wrongdoing or liability, or lack of wrongdoing or liability, of any of the Released Persons; (ii)

the validity, or invalidity, of any Released Claims; (iii) any damages, or lack of damages,

suffered by Lead Plaintiffs, the Settlement Class, or anyone else; or (iv) that the Settlement Fund


- 32 -

(or any other amount) represents the amount that could or would have been recovered from

Defendants in the Action if the Action was not settled.

8.5 The fact and terms of this Stipulation, including Exhibits and the Supplemental

Agreement, all negotiations, discussions, drafts, and proceedings in connection with the

settlement, and any act performed or document signed in connection with the settlement, shall

not be offered by the Settling Parties or received in evidence or used for any other purpose in this

or any other proceeding in any court, administrative agency, arbitration forum, or other tribunal,

except as necessary to enforce the terms of the settlement. The Released Persons may file the

Stipulation, the Notice and Scheduling Order, the Notice, and/or the Judgment in any other

action or proceeding that may be brought against them in any forum in order to support a defense

or counterclaim based on principles of res judicata, collateral estoppel, release and discharge,

good faith settlement, judgment bar or reduction, or any theory of claim preclusion or issue

preclusion or similar defense or counterclaim. Plaintiffs understand, acknowledge, and agree

that Defendants have denied and continue to deny all claims of wrongdoing, liability, and

damages alleged in the Action.

8.6 All agreements made and orders entered during the course of the Action relating

to the confidentiality of information shall survive this Stipulation.

8.7 All of the Exhibits to the Stipulation and the Supplemental Agreement are

material and integral parts hereof and are fully incorporated herein by this reference.

8.8 Before entry of the Judgment, the Stipulation may be amended or modified only

by a written instrument signed by or on behalf of all Settling Parties or their respective

successors-in-interest. Following entry of the Judgment, the Stipulation may be amended or

modified only by a written instrument signed by or on behalf of all Settling Parties and approved


- 33 -

by the Court. The Settling Parties, however, may mutually agree through counsel in writing to a

reasonable extension of time to carry out any provisions in this Stipulation without further order

of the Court.

8.9 The Stipulation and the Exhibits attached hereto and the Supplemental Agreement

constitute the entire agreement among the Parties hereto and no representations, warranties or

inducements have been made to any party concerning the Stipulation or its Exhibits or the

Supplemental Agreement other than the representations, warranties, and covenants contained and

memorialized in such documents. The Stipulation and the Exhibits attached hereto and the

Supplemental Agreement specifically supersede any settlement terms or settlement agreements

relating to the Settling Parties that were previously agreed upon orally or in writing by any of the

Parties. Each party shall bear its own costs, except as otherwise provided herein.

8.10 Lead Counsel is expressly authorized by Plaintiffs to take all appropriate action

required or permitted to be taken on behalf of Settlement Class Members pursuant to the

Stipulation to effectuate its terms and also is expressly authorized to enter into any modifications

or amendments to the Stipulation on behalf of Settlement Class Members that they deem

appropriate.

8.11 Each counsel or other Person executing the Stipulation or any of its Exhibits or

the Supplemental Agreement on behalf of any party hereto hereby warrants that such Person has

the full authority to do so.

8.12 The waiver by one party of any breach of this Stipulation by any other party shall

not be deemed a waiver of any other prior or subsequent breach of this Stipulation.

8.13 The Stipulation and Supplemental Agreement, and all related settlement

documents may be executed in one or more counterparts, including by signature transmitted by


- 34 -

facsimile or PDF. All executed counterparts and each of them shall be deemed to be one and the

same instrument. A complete set of executed counterparts shall be filed with the Court.

8.14 The Stipulation, the releases contemplated herein, the Supplemental Agreement

and all related settlement documents shall be binding upon, and inure to the benefit of, the

successors and assigns of the Parties hereto and the Released Persons.

8.15 The Court shall retain jurisdiction with respect to implementation and

enforcement of the terms of the Stipulation, and all parties hereto submit to the jurisdiction of the

Court for purposes of implementing and enforcing the settlement embodied in the Stipulation.

8.16 This Stipulation and the Exhibits thereto, the releases contemplated herein, and

the Supplemental Agreement shall be considered to have been negotiated, executed and

delivered, and to be wholly performed, in the State of New York, and the rights and obligations

of the Parties to the Stipulation shall be construed and enforced in accordance with, and

governed by, the internal, substantive laws of the State of New York without giving effect to that

State’s choice-of-law principles.

8.17 Whenever this Stipulation requires or contemplates that a Settling Party shall or

may give notice to the other, notice shall be provided by electronic mail, or next-day (excluding

Saturday and Sunday) express delivery service as follows and shall be deemed effective upon

such transmission or delivery to the address set forth below:

If to Plaintiffs, then to: KIRBY McINERNEY LLP

Ira M. Press

825 Third Avenue, 16th

Floor

New York, NY 10022

Telephone: (212) 371-6600

[email protected]

Lead Counsel for Plaintiffs


- 35 -

If to Defendants, then to: DECHERT LLP

Andrew J. Levander

Neil A. Steiner

Andrew Spievack

Sarah Lyons

1095 Avenue of the Americas

New York, New York 10036

Telephone: (212) 698-3500

[email protected]

[email protected]

[email protected]

Attorneys for Defendants CHC Group Ltd.,

William J. Amelio, Joan S. Hooper, Rebecca

Camden, William E. Macaulay, Jonathan

Lewis and Kenneth W. Moore

DAVIS POLK & WARDWELL LLP

Charles S. Duggan

Andrew Ditchfield

Alyssa Beaver Gomez

450 Lexington Avenue


Telephone: (212) 450-4000

[email protected]

[email protected]

[email protected]

Attorneys for Defendants J.P. Morgan

Securities LLC, Barclays Capital Inc., UBS

Securities LLC, HSBC Securities (USA) Inc.,

RBC Capital Markets, LLC, Wells Fargo

Securities, LLC, BNP Paribas Securities

Corp., Standard Bank PLC, Cormark

Securities (USA) Ltd., Cowen and Company

LLC, Raymond James & Associates, Inc.,

Simmons & Company, International (Piper

Jaffray & Co., as successor in interest) and

Tudor, Pickering, Holt & Co. Securities,

Inc.


- 36 -

8.18 The Settling Parties reserve the right, subject to the Court’s approval, to make any

reasonable extensions of time that might be necessary to carry out any of the provisions of this

Stipulation.

8.19 Upon receiving any objections to the Settlement or requests for exclusion

pursuant to the Notice, the Claims Administrator shall promptly provide Lead Counsel and

Defendants’ Counsel copies of those objections to the Settlement or requests for exclusion.

IN WITNESS WHEREOF, the Parties hereto have caused the Stipulation to be executed, by their

duly authorized attorneys.


Dated: New York, New York KIRBY McINERNEY LLP June !k, 2017

By: P" Ira M. Press

825 Third Avenue, 16th Floor New York, New York 10022 Telephone: (212) 371-6600 Facsimile: (212) 751-2540

Attorneys Jor Plcrirrti/js and the proposed Class

DECHERT LLP

By:-71 -

Andrew J. Levander Neil A. Steiner Andrew Spievaek Sarah Lyons

1095 Avenue of the Americas New York, New York 10036 Telephone: (212) 698-3500 Facsimile: (212) 698-3599

Attorneys.%r Defendants CHC Group Ltd., William J. Amelio. Joan S. Hooper. Rebecca Camden, William E. Macaulav, Jonathan Lewis and Kenneth 61! Moore.

-37-


EXHIBIT A


Exhibit A

-1-



- - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - X




Plaintiffs,

-against-














SIMMONS & COMPANY,



INC.

Defendants.

:

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15-cv-03773 [rel. 15-cv-03796] (LAK)

- - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - X

[PROPOSED] ORDER GRANTING CONDITIONAL CLASS

CERTIFICATION, AND PROVIDING FOR NOTICE

This consolidated putative class action comes before the Court on Plaintiffs’

Unopposed Motion for Conditional Class Certification and Approval of Notice

(“Motion”) and on the Stipulation of Settlement dated June 16, 2017 (“Stipulation”)

entered into by Plaintiffs and Defendants in the above-entitled action (“Action”). The

Court has reviewed the Motion and the Stipulation, and attached exhibits, which set forth


Exhibit A

-2-

the terms and conditions for a proposed settlement of and for dismissal of the Action with

prejudice as against the Defendants upon the terms and conditions set forth therein; and

the Court having read and considered the Stipulation and the attached exhibits finds that

the Motion is due to be granted.

All defined terms used in this Order shall have the same meanings as set forth in

the Stipulation.

NOW THEREFORE, IT IS HEREBY ORDERED:

1. For purposes of settlement only, pursuant to Fed. R. Civ. P. 23(a) and

(b)(3), the Court hereby certifies a Settlement Class consisting of all Persons (other than

those Persons who timely and validly request exclusion from the Settlement Class in

accordance with the requirements set forth herein) who purchased or otherwise acquired

CHC securities pursuant and/or traceable to the Registration Statement and

accompanying documents issued in connection with CHC’s January 16, 2014 IPO

including CHC’s securities purchased in the IPO on or about January 16, 2014 or

purchased on the open market during the period from January 16, 2014 through July 10,

2014, inclusive. Excluded from the Settlement Class are Defendants, members of the

Individual Defendants’ Immediate Families, all current and former directors and officers

of CHC during the class period, any firm, trust, partnership, corporation or entity in

which any Defendant has a controlling interest and the legal representatives, affiliates,

heirs, successors-in-interest or assigns of any such excluded person or entity. The

foregoing exclusion shall not cover “Investment Vehicles,” which for these purposes

shall mean any investment company, pooled investment fund or separately managed


Exhibit A

-3-

account (including, but not limited to, mutual fund families, exchange-traded funds, fund

of funds, private equity funds, real estate funds, hedge funds, and employee benefit plans)

in which any Underwriter Defendant or any of its affiliates has or may have a direct or

indirect interest or as to which any Underwriter Defendant or any of its affiliates may act

as an investment advisor, general partner, managing member, or in other similar capacity

(other than an investment vehicle of which the Underwriter Defendant or any of its

affiliates is a majority owner or holds a majority beneficial interest and only to the extent

of such Underwriter Defendant’s or affiliate’s ownership or interest). Solely for the

purposes of effectuating the Settlement, the Court finds and concludes that the

requirements of Fed. R. Civ. P. 23(a) and 23(b)(3) have been satisfied as follows:

(a) the members of the Settlements Class are so numerous that joinder

of all class members is impracticable;

(b) there are questions of law and fact common to the Settlement Class

which predominate over any individual questions;

(c) the claims of the Lead Plaintiffs are typical of the claims of the

Settlement Class;

(d) Lead Plaintiffs and Lead Counsel will fairly and adequately

represent and protect the interests of all of the Settlement Class

Members; and

(e) a class action is superior to other available methods for the fair and

efficient adjudication of the controversy.


Exhibit A

-4-

2. If for any reason the Effective Date of the Settlement, as defined in ¶¶ 1.6,

7.1 of the Stipulation, does not occur, the Stipulation, including any amendment(s)

thereof, and this Order certifying the Settlement Class solely for purposes of the

Settlement shall, without the need for further action by the Court or any of the Settling

Parties, be null and void, of no further force or effect, and without prejudice to any party,

and may not be introduced as evidence or referred to in any actions or proceedings by any

person or entity. Each party shall be restored to his, her or its respective position as it

existed as of November 29, 2016. In such circumstances, each of the Settling Parties

shall retain its currently existing rights to seek or to object to the certification of this

litigation as a class action under Fed. R. Civ. P. 23, or any state or federal rule, statute,

law, or provision, and to contest and appeal any grant or denial of certification in this

litigation or in any other litigation on any other grounds.

3. A hearing (the “Settlement Hearing”) shall be held before this Court on

___________, 2017, at ___ _.m., for the following purposes:

(a) to determine whether the Court should grant final certification to

the Settlement Class pursuant to Fed. R. Civ. P. 23(a) and (b)(3);

(b) to determine whether the proposed Settlement of the Action on the

terms and conditions provided for in the Stipulation is fair,

reasonable, and adequate as to the Settlement Class and should be

approved by the Court;

(c) to determine whether the Judgment as provided in ¶1.12 of the

Stipulation should be entered;


Exhibit A

-5-

(d) to determine whether the proposed Plan of Allocation is fair and

reasonable and should be approved by the Court;

(e) to determine whether any applications by Lead Counsel for

attorneys’ fees and/or reimbursement of expenses should be

approved; and

(f) to rule upon such other matters as the Court may deem appropriate.

4. The Court approves, as to form and content, the Notice of Proposed

Settlement of Class Action (the “Notice”), the Proof of Claim and Release form (the

“Proof of Claim”), and Summary Notice (as defined below) for publication, annexed as

Exhibits A-1, A-2, and A-3 hereto and finds that the mailing and distribution of the

Notice and publishing of the Summary Notice substantially in the manner and form set

forth in ¶¶8-9 of this Order meet the requirements of Fed. R. Civ. P. 23, the Securities

Act of 1933, as amended, including the Private Securities Litigation Reform Act of 1995

and the Securities Litigation Uniform Standards Act of 1998, and due process, and is the

best notice practicable under the circumstances and shall constitute due and sufficient

notice to all Persons entitled thereto.

5. The date and time of the Settlement Hearing shall be added to the Notice

and Summary Notice before they are mailed and published, respectively, in accordance

with ¶ 8, below.

6. This civil action was commenced after February 18, 2005. The Court

directs CHC to notify the appropriate Federal and State officials under the Class Action

Fairness Act of 2005, 28 U.S.C. § 1715. Counsel for CHC shall, at or before the


Exhibit A

-6-

Settlement Hearing, file with the Court proof of compliance with the Class Action

Fairness Act of 2005, 28 U.S.C. § 1715.

7. The Court appoints the firm of A.B. Data, Ltd. (“Claims Administrator”),

under the supervision of Lead Counsel, to administer the notice procedure as well as the

processing of claims as more fully set forth below:

(a) Within ten (10) calendar days following entry of this Order, CHC

shall provide or cause to be provided to the Claims Administrator (at no cost to the

Settlement Fund, Lead Counsel, or the Claims Administrator) a copy of its pertinent

transfer records report, in electronic form, and shareholder information for the purpose of

identifying and giving notice to the Settlement Class;

(b) Not later than fifteen (15) calendar days after receipt of the transfer

records report from CHC, the Claims Administrator shall cause a copy of the Notice and

the Proof of Claim, substantially in the forms annexed as Exhibits A-1 and A-3 hereto, to

be mailed by first class mail to all potential Settlement Class Members who can be

identified with reasonable effort, at their last known addresses appearing in the transfer

records maintained by or on behalf of CHC (the “Notice Date”), and to be posted on its

website at www.chcgroupsecuritieslitigation.com;

(c) Not later than fourteen (14) calendar days after the Notice Date,

the Claims Administrator shall cause the Summary Notice, substantially in the form

annexed as Exhibit A-2, to be published once over the PR Newswire, or a similar national

business-oriented newswire. Proof of publication of the Summary Notice shall be filed

prior to the Settlement Hearing and served on all counsel of record; and


Exhibit A

-7-

(d) Not later than seven (7) calendar days prior to the Settlement

Hearing, Lead Counsel shall cause proof, by affidavit or declaration, of such mailing and

publishing to be filed with the Court.

8. Brokers and other nominees who purchased or otherwise acquired the

securities of CHC for the beneficial ownership of Settlement Class Members during the

Settlement Class Period shall send the Notice and the Proof of Claim to all such

beneficial owners of CHC securities within five (5) business days after receipt thereof, or

send a list of the names and addresses of such beneficial owners to the Claims

Administrator within five (5) business days of receipt thereof, in which event the Claims

Administrator shall promptly mail the Notice and Proof of Claim to such beneficial

owners. The Claims Administrator shall provide brokers or nominees with additional

copies of the Notice and Proof of Claim upon request. Upon full compliance with this

Order, such brokers or nominees may seek reimbursement of their reasonable out-of-

pocket expenses actually incurred in complying with this Order by providing the Claims

Administrator with proper documentation supporting the expenses for which

reimbursement is sought. Such properly documented expenses incurred by nominees in

compliance with the terms of this Order shall be paid from the Settlement Fund in

accordance with the provisions of the Stipulation.

9. In order to be entitled to participate in the Settlement and receive a

distribution from the Net Settlement Fund, in the event the Settlement is effected in

accordance with the terms and conditions set forth in the Stipulation, each Settlement

Class Member shall complete and submit Proofs of Claim in accordance with the


Exhibit A

-8-

instructions contained therein. Unless the Court orders otherwise, all Proofs of Claim

must be postmarked and filed no later than one hundred twenty (120) calendar days after

the entry of this Order. Such deadline may be further extended by Court Order. Each

Proof of Claim shall be deemed to have been submitted when posted, if received with a

postmark indicated on the envelope and if mailed by first class mail and addressed in

accordance with the instructions thereon. Any Proof of Claim submitted in any other

manner shall be deemed to have been submitted when it was actually received at the

address designated in the Notice. Any Settlement Class Member who does not submit a

Proof of Claim within the time provided for shall be barred from sharing in the

distribution of the proceeds of the Net Settlement Fund, unless otherwise ordered by the

Court. Notwithstanding the foregoing, Lead Counsel may, in their discretion, accept for

processing late claims so long as the distribution of the Net Settlement Fund is not

materially delayed thereby. As part of the Proof of Claim, each Settlement Class

Member shall submit to the jurisdiction of the Court with respect to the claim submitted,

and shall (subject to effectuation of the Settlement) release all Released Claims as

provided in the Stipulation.

10. All Settlement Class Members shall be bound by the provisions of the

Stipulation and all determinations and judgments in the Action concerning the

Settlement, including, but not limited to, the releases provided for therein, whether

favorable or unfavorable to the Settlement Class, regardless of whether such Persons seek

or obtain by any means, including, without limitation, by submitting a Proof of Claim or

any similar document, any distribution from the Settlement Fund or the Net Settlement


Exhibit A

-9-

Fund, except those who are found by the Court to have previously timely and validly

requested exclusion from the Settlement Class. The Persons who request exclusion from

the Settlement Class will be excluded from the Settlement Class and shall have no rights

under the Stipulation, shall not be entitled to submit any Proof of Claim forms, shall not

share in the distribution of the Net Settlement Fund as described in the Stipulation and in

the Notice, and shall not be bound by the Stipulation or the Judgment entered as to

Defendants in the Action.

11. Any Person falling within the definition of the Settlement Class who

desires to request exclusion from the Settlement Class shall mail the request in written

form, by first-class mail and postmarked no later than twenty-one (21) calendar days

before the scheduled date of the Settlement Hearing discussed in Paragraph 4, to

Rudman, et al. v. CHC Group, Ltd., et al., EXCLUSIONS, c/o A.B. Data, Ltd. at the

address specified in the Notice. The request for exclusion must be signed by such person

or his, her, or its authorized representative and shall include: (a) the name, address, and

telephone number of the Person requesting exclusion; (b) the number of shares of CHC

common stock purchased, acquired and/or sold during the Class Period; (c) prices paid or

received for such CHC common stock; (d) the date of each purchase, acquisition or sale

transaction; and (e) a statement that the Person wishes to be excluded from the Settlement

Class in Rudman, et al. v. CHC Group, Ltd., et al., No. 15-cv-3773 (LAK) (S.D.N.Y.).

Unless the Court orders otherwise, no request for exclusion shall be valid and effective

unless it is made within the time set forth and in the manner described in the Notice. Any

Settlement Class member who fails to timely or properly opt-out, or whose request to opt


Exhibit A

-10-

out is not otherwise accepted by the Court, shall be deemed a Settlement Class Member,

and shall be deemed by operation of law to have released all Released Claims against the

Released Persons.

12. All proceedings in the Action are stayed until further order of the Court,

except as may be necessary to implement the Settlement or comply with the terms of the

Stipulation. Pending determination of whether the Settlement should be approved, Lead

Plaintiffs, Lead Counsel and Settlement Class Members are barred and enjoined from

commencing or prosecuting any Released Claims against any of the Released Persons.

13. Any Settlement Class Member who does not request exclusion may enter

an appearance in the Action, at their own expense, individually or through counsel of

their own choice, in which case such counsel must file with the Clerk of the Court and

deliver to Lead Counsel and counsel for CHC a notice of such appearance no later than

twenty-one (21) calendar days before the Settlement Hearing. If they do not enter an

appearance, they will be represented by Lead Counsel.

14. All papers in support of the Settlement, the Plan of Allocation, and any

application by Lead Counsel for an award of attorneys’ fees and reimbursement of

expenses shall be filed no later than thirty-five (35) calendar days prior to the Settlement

Hearing. Any reply papers shall be filed no later than seven (7) calendar days prior to the

Settlement Hearing.

15. Any Settlement Class Member who does not timely and properly exclude

him, her, or itself from the Settlement Class may appear and show cause, if he, she or it

has any reason why the Settlement should not be approved as fair, reasonable, and


Exhibit A

-11-

adequate, why the Judgment should not be entered thereon substantially in the form

annexed as Exhibit B to the Stipulation, why the Plan of Allocation should not be

approved as fair, reasonable, and adequate, or why Lead Counsel’s application for an

award of attorneys’ fees and reimbursement of expenses should not be granted; provided,

however, that no Settlement Class Member or any other Person shall be heard or entitled

to contest such matters, unless that Person has delivered by hand or sent by first class

mail written objections and copies of any papers and briefs any such Person wishes to

submit in support of any such objections and proof of membership in the Settlement

Class so that it is received by Lead Counsel and Defendants’ Counsel, not simply

postmarked, no later than twenty-one (21) calendar days before the Settlement Hearing to

each of the following:

CLERK OF THE COURT


Daniel Patrick Moynihan U.S. Courthouse

500 Pearl Street

New York, NY 10007

KIRBY McINERNEY LLP

Ira M. Press

825 Third Avenue

New York, NY 10022

Lead Counsel

DECHERT LLP

Neil A. Steiner

1095 Avenue of the Americas

New York, NY 10036

Attorneys for Defendants CHC Group Ltd. and the Individual Defendants


Exhibit A

-12-

Such an objection must also include the name, address, and telephone number of the

Person objecting, as well as the number of shares of CHC common stock purchased and

sold during the Class Period, including proof of purchases and sales of CHC common

stock. Failure to provide such information and documentation shall be grounds to void

the objection. Any objector shall be subject to the jurisdiction of the Court and may be

deposed by Lead Counsel and/or Defendants’ Counsel. Any Person who does not make

his, her or its objection in the manner provided in the Notice shall be deemed to have

waived such objection and shall forever be foreclosed from making any such objection to

the fairness, reasonableness, or adequacy of the Settlement, unless otherwise ordered by

the Court. Any papers in response to any such objections and/or in further support of the

above-noted motions shall be filed no later than seven (7) calendar days before the

Settlement Hearing.

16. All funds held by the Escrow Agent shall be deemed and considered to be

in custodial legis of the Court, and shall remain subject to the jurisdiction of the Court,

until such time as such funds shall be distributed pursuant to the Stipulation, returned to

the Person(s) paying the same pursuant to the Stipulation and/or further order(s) of the

Court.

17. All reasonable costs and expenses incurred in identifying and notifying

Settlement Class Members, as well as administering the Settlement Fund, shall be paid as

set forth in the Stipulation without further order of the Court, up to a limit of $200,000.

After the Effective Date, any notice and administration costs in excess of this amount

shall be paid from the remainder of the Settlement Fund, subject to approval of Lead


Exhibit A

-13-

Counsel, without further order of the Court. In the event the Settlement is not approved

by the Court, or otherwise fails to become effective, neither Lead Plaintiffs, nor Lead

Counsel shall have any obligation to repay any amounts incurred or properly disbursed

pursuant to ¶¶ 2.6-2.7 or 7.4 of the Stipulation for costs and expenses of providing notice

and administration of the Settlement.

18. Without further order of the Court, the Settling Parties may agree to

reasonable extensions of time to carry out any of the provisions of this Order or the

Stipulation.

19. The Court reserves the right to adjourn the date of the Settlement Hearing

without further notice to the Settlement Class Members, and retains jurisdiction to

consider all further applications arising out of or connected with the proposed Settlement.

The Court may approve the Settlement, with such modifications as may be agreed to by

the Settling Parties, if appropriate, without further notice to the Settlement Class.

20. The Court reserves the right to enter the Final Judgment approving the

Settlement and dismissing the Consolidated Action with prejudice regardless of whether

it has approved the Plan of Allocation or awarded attorneys’ fees and expenses.

21. Defendants shall not have any responsibility for or liability with respect to

the Plan of Allocation or any application for attorneys’ fees or reimbursement of

litigation expenses submitted by Lead Counsel, and such matters will be considered

separately from the fairness, reasonableness and adequacy of the Settlement.


Exhibit A

-14-

22. At or after the Settlement Hearing, the Court shall determine whether the

Plan of Allocation proposed by Lead Counsel, and any application for attorneys’ fees or

reimbursement of litigation expenses, shall be approved.

IT IS SO ORDERED.

DATED: _________________, 2017 ____________________________________

THE HONORABLE LEWIS A. KAPLAN

UNITED STATES DISTRICT JUDGE


2

EXHIBIT A-1


Exhibit A-1

NOTICE OF PENDENCY OF CLASS ACTION AND PROPOSED SETTLEMENT Page 1



RUDMAN, ET AL., v. CHC GROUP, LTD., ET AL., Civil Action No. 15-cv-3773 (LAK)

NOTICE OF SETTLEMENT OF CLASS ACTION AND SETTLEMENT FAIRNESS HEARING,

AND MOTION FOR AN AWARD OF ATTORNEYS’ FEES

AND REIMBURSEMENT OF LITIGATION EXPENSES

A Federal Court Authorized This Notice. This Is Not A Solicitation From A Lawyer.

TO: ALL PERSONS WHO PURCHASED SHARES OF CHC GROUP LTD. (“CHC”) STOCK IN THE

JANUARY 16, 2014 IPO AND/OR IN THE OPEN MARKET DURING THE PERIOD FROM

JANUARY 16, 2014 THROUGH AND INCLUDING JULY 10, 2014 (the “CLASS PERIOD”), YOU

COULD RECEIVE A PAYMENT FROM A CLASS ACTION SETTLEMENT. CERTAIN

PERSONS ARE EXCLUDED FROM THE DEFINITION OF THE CLASS AS SET FORTH

BELOW1

PLEASE READ THIS NOTICE CAREFULLY.

IF YOU WISH TO COMMENT IN FAVOR OF THE SETTLEMENT OR OBJECT TO THE SETTLEMENT, YOU

MUST FOLLOW THE DIRECTIONS IN THIS NOTICE.

YOUR LEGAL RIGHTS MAY BE AFFECTED BY THIS LAWSUIT.

TO RECEIVE MONEY FROM THIS SETTLEMENT, YOU MUST SUBMIT A VALID PROOF OF CLAIM AND

RELEASE FORM (“CLAIM FORM”) POSTMARKED ON OR BEFORE ________________ __, 2017.

IF YOU DO NOT WISH TO PARTICIPATE IN THE SETTLEMENT, YOU MAY REQUEST TO BE EXCLUDED

FROM THE SETTLEMENT BY SENDING A WRITTEN REQUEST FOR EXCLUSION THAT MUST BE

POSTMARKED ON OR BEFORE ________________ __, 2017.

IF YOU RECEIVED THIS NOTICE ON BEHALF OF A SETTLEMENT CLASS MEMBER WHO IS DECEASED,

YOU SHOULD PROVIDE THE NOTICE TO THE AUTHORIZED LEGAL REPRESENTATIVE OF THAT

SETTLEMENT CLASS MEMBER.

YOU ARE HEREBY NOTIFIED AS FOLLOWS:2

A proposed Settlement has been reached by the Parties in the constituent actions that make up the consolidated class action

pending in the United States District Court for the Southern District of New York (the “District Court”), which was brought

on behalf of the Settlement Class. The District Court has preliminarily certified the Settlement Class for purposes of

Settlement only. The Court has not yet ruled on the fairness, adequacy, or reasonableness of the Settlement or class counsel’s

1All capitalized terms that are not defined in this Notice have the meaning ascribed to them in the Stipulation of Settlement (the

“Stipulation”) dated June 16, 2017, which is available on the website established for the Settlement at

www.chcgroupsecuritieslitigation.com. 2 A copy of this Notice may be found at www.chcgroupsecuritieslitigation.com.


Exhibit A-1


application for an award of attorneys’ fees. You have received this Notice because the Parties’ records indicate that you may

be a member of the Settlement Class. This Notice is designed to inform you of your rights, how you can submit a Claim

Form, and how you can comment in favor of the Settlement or object to the Settlement. If the Settlement is approved by the

District Court, the Settlement will be binding upon you, unless you exclude yourself, even if you do not submit a Claim Form

to obtain money from the Net Settlement Fund and even if you object to the Settlement.

A hearing to be held by the District Court on notice to the Settlement Class, to consider approval of the Settlement, the Plan of

Allocation, and the Fee and Expense Application (the “Settlement Hearing”) will be held before the Honorable Lewis A.

Kaplan, United States District Court Judge, at ___:_____ __.m. on _______________, 2017, in Courtroom 21B of the Daniel

Patrick Moynihan United States Courthouse, 500 Pearl Street, New York, New York.

THE FOLLOWING RECITATION DOES NOT CONSTITUTE FINDINGS OF THE COURT AND SHOULD NOT

BE UNDERSTOOD AS AN EXPRESSION OF ANY OPINION OF THE COURT AS TO THE MERITS OF ANY

CLAIMS OR DEFENSES BY ANY OF THE PARTIES. IT IS BASED ON CONTENTIONS OF THE PARTIES

AND IS SENT FOR THE SOLE PURPOSE OF INFORMING YOU OF THE EXISTENCE OF THE LAWSUIT AND

OF THE FINAL SETTLEMENT HEARING ON A PROPOSED SETTLEMENT SO THAT YOU MAY MAKE

APPROPRIATE DECISIONS AS TO STEPS YOU MAY, OR MAY NOT, WISH TO TAKE IN RELATION TO THE

LAWSUIT.

I. BACKGROUND OF THE LAWSUIT

On or about January 16, 2014, CHC completed its initial public offering (“IPO”) and sold 31 million CHC shares at a

price of $10.00 per share, and a further 3 million shares through the Underwriter Defendants’ exercise of an over-allotment

option.

The above-captioned securities class action (“Action”) alleges violations of Sections 11, 12(a)(2), and 15 of the

Securities Act of 1933 (the “Securities Act”) against CHC, certain of its executive officers and directors, and the underwriter

banks that served as underwriters for CHC’s January 16, 2014 initial public offering (“January 16, 2014 IPO”) (collectively,

“Defendants”). Specifically, the Action alleges that CHC’s January 16, 2014 IPO Offering materials omitted to disclose that

one of CHC’s two largest customers, Petroleo Brasileiro S.A. (“Petrobras”), had stopped making payments on its contracts

with CHC starting as far back as April, 2013. CHC allegedly did not disclose this information until the July 9, 2014 Fiscal

Year 2014 Fourth Quarter Conference Call. Allegedly in response to this disclosure, CHC’s stock price declined to $7.63 per

share, nearly 12% below its July 9, 2014 closing price, and more than 23% below the January 16, 2014 IPO price. As a result

of the Defendants’ alleged omission, and the decline in market value of CHC’s securities, Plaintiffs alleged that they and other

Class members suffered significant financial losses.

By order dated September 21, 2015 (the “Order”) (ECF No. 32), the District Court consolidated the actions that

comprise the caption of the Stipulation and appointed Errol Rudman and Rudman Partners L.P. as Lead Plaintiffs in Case No.

15 Civ. 3773. In the same Order, the District Court further appointed Kirby McInerney LLP (“Lead Counsel”) as lead counsel

for the putative class in the Consolidated Action.

On December 18, 2015, Defendants moved to dismiss the Class Action Complaint (“CAC”). On January 29, 2016,

Plaintiffs filed their Opposition to Defendants’ motions to dismiss the CAC. Defendants filed a joint reply in support of their

motions to dismiss on February 19, 2016.

On November 7, 2016, the Court entered its Memorandum Opinion on the various motions to dismiss that had been

filed in this Action. The Court granted the Motion to Dismiss as against all Defendants except CHC and denied as to CHC

only on the ground that the continuation of the Action was precluded by 11 U.S.C. § 362(a).3

3 Lead Plaintiffs filed a Notice of Appeal on December 7, 2016.


Exhibit A-1


On or about November 28, 2016, the parties came to agreement in principle to settle this action for $3,850,000. This

agreement came after extensive negotiations and a mediation with Lawrence Pollack of JAMS, some of which predated the

Court’s November 7, 2016 Memorandum Opinion.

Defendants have denied the claims asserted against them in the Consolidated Action and deny having engaged in any

wrongdoing or violation of law of any kind whatsoever. Defendants have agreed to the Settlement solely to eliminate the

burden and expense of continued litigation. Accordingly, the Settlement may not be construed as an admission of any

wrongdoing by any of the Defendants.

Plaintiffs and Defendants, and their counsel, have concluded that the Settlement is advantageous, considering the risks

and uncertainties to each side of continued litigation. The significant cash benefits under the Settlement must be considered

against the significant risk that a smaller recovery – or indeed no recovery at all in light of the Court’s prior order granting

Defendants’ motion to dismiss the claims – might by achieved after a heavily contested appeals process, contested motions, a

contested trial and likely further appeals, a process that could be expected to last several years into the future. Plaintiffs and

Lead Counsel have determined that the Settlement is fair, reasonable, and adequate and is in the best interests of the

Settlement Class Members.

The Settlement creates a Settlement Fund in the amount of $3,850,000 in cash, plus interest that accrues on the fund

prior to distribution. Your recovery from the Settlement Fund will depend on a number of variables, including the number of

shares of CHC common stock that you purchased during the Class Period, and the timing of your purchases and sales. Lead

Plaintiffs estimate that if all eligible Claimants submit a valid Claim Form, the average distribution per damaged CHC share

will be approximately $0.11 before deduction of Court-approved fees and expenses. Settlement Class Members should note,

however, that this is only an estimate based on the overall number of potentially affected shares of CHC common stock.

Settlement Class Members may recover more or less than the amount estimated herein.

Plaintiffs and Defendants do not agree on the average amount of damages per CHC share that would be recoverable if

Plaintiffs were to have prevailed in the Consolidated Action. The issues on which the Parties disagree include: (1) whether

the claims are barred by the statute of limitations; (2) whether Plaintiffs identified any materially misleading statements or

omissions by Defendants; and (3) the extent to which the decline in CHC’s share price was caused by factors other than the

alleged misrepresentations or omissions.

Plaintiffs’ counsel, who have been prosecuting this Consolidated Action on a wholly-contingent basis since its

inception, have not received any payment of attorneys’ fees for their representation of the Settlement Class and they have

advanced the funds to pay expenses necessarily incurred to prosecute the Consolidated Action. Lead Counsel will apply to the

Court for an award of attorneys’ fees for all Plaintiffs’ Counsel in the amount not to exceed one-third 33.33% of the

Settlement Fund. In addition, Lead Counsel will apply for reimbursement of litigation expenses (exclusive of administration

costs) paid or incurred in connection with the prosecution and resolution of the claims against the Defendants, in an amount

not to exceed $55,000 (which may include an application for reimbursement of the reasonable costs and expenses incurred by

Lead Plaintiffs directly related to its representation of the Settlement Class). Any fees and expenses awarded by the Court

will be paid from the Settlement Fund. Settlement Class Members are not personally liable for any such fees or expenses. If

the Settlement is approved, and Lead Counsel’s fee and expense application is granted in its entirety, the average cost per

CHC share of these fees and expenses will be approximately $0.04.

Lead Plaintiffs and the Settlement Class are being represented by Kirby McInerney LLP. Any questions regarding the

Consolidated Action or the Settlement should be directed to Ira Press, Esq., or Meghan Summers, Esq., at Kirby McInerney

LLP, 825 Third Avenue, 16th Floor, New York, NY 10022, (212) 371-6600.


Exhibit A-1


Your Legal Rights and Options in the Settlement:

Submit A Claim Form By [] [ ],

2017

This is the only way to be eligible to get a payment in connection

with the Settlement.

Exclude Yourself From The

Settlement Class By Submitting A

Written Request Postmarked No

Later Than [ ] [ ], 2017

If you exclude yourself from the Settlement Class, you will not be

eligible to get any payment from the Net Settlement Fund. This is

the only option that allows you to be part of any other lawsuit

against any of the Defendants or the other Released Parties

concerning the Released Claims (defined below).

Object To The Settlement Or The

Request For Fees and Expenses By

Submitting A Written Objection

No Later Than [] [ ], 2017

If you do not like the proposed Settlement, the proposed Plan of

Allocation, or the Fee and Expense Application, you may write to

the District Court and explain why you do not like them. You

cannot object to the Settlement, the Plan of Allocation, or the Fee

and Expense Application unless you are a Settlement Class Member

and do not exclude yourself.

Go To The Settlement Hearing On

[ ] [ ], 2017 At [ ] [ ].M., And File

A Notice Of Intention To Appear

No Later Than [ ] [ ], 2017

Filing a written objection and notice of intention to appear allows

you to speak in court about the fairness of the Settlement, the Plan

of Allocation, and/or the Fee and Expense Application. If you

submit a written objection, you may (but do not have to) attend the

hearing and speak to the District Court about your objection.

Do Nothing If you are a member of the Settlement Class and you do not submit

a Claim Form by [ ] [ ], 2017, you will not be eligible to receive any

payment from the Net Settlement Fund. You will, however, remain

a member of the Settlement Class, which means that you give up

your right to sue about the claims that are resolved by the

Settlement and you will be bound by any Judgments or Orders

entered by the District Court pertaining to the class actions in the

Consolidated Action.

[END OF COVER PAGE]

II. TERMS OF THE SETTLEMENT

The Stipulation setting forth the terms of the Settlement provides for the following:

A. Why Did I Get This Notice?

This Notice is being sent to you pursuant to an order of the District Court because you, someone in your family, or an

investment account for which you serve as a custodian may have purchased CHC common stock during the Class Period. The

District Court has directed us to send you this Notice because, as a potential Settlement Class Member, you have a right to

know about your options before the Court rules on the proposed Settlement. Additionally, you have the right to understand

how a class action lawsuit may generally affect your legal rights. If the District Court approves the Settlement and the Plan of

Allocation (or some other plan of allocation), the Claims Administrator selected by Lead Counsel and approved by the Court

will make payments pursuant to the Settlement and the court-approved Plan of Allocation after any objections and appeals are

resolved. This Notice is also being sent to inform you of a hearing to be held by the District Court to consider the fairness,

reasonableness, and adequacy of the Settlement, the proposed Plan of Allocation, and the Fee and Expense Application.


Exhibit A-1


In a class action lawsuit, the court selects one or more people, known as class representatives, to sue on behalf of all people

with similar claims, commonly known as the class or the class members. A class action is a type of lawsuit in which the

claims of a number of individuals are resolved together, thus providing the class members with both consistency and

efficiency. Once the class is certified, the court must resolve all issues on behalf of the class members, except for any Persons

who choose to exclude themselves from the class. In the Consolidated Action, the District Court appointed Plaintiffs to serve

as “Lead Plaintiffs” under a federal law governing lawsuits such as this one, and approved Plaintiffs’ selection of the law firm

of Kirby McInerney LLP to serve as Lead Counsel (“Lead Counsel”). The District Court has preliminarily certified the

Consolidated Action to proceed as a class action for settlement purposes only and preliminarily certified the Plaintiffs as the

representatives for the Settlement Class.

This Notice does not express any opinion by the District Court concerning the merits of any claim in the Consolidated Action.

The District Court has to decide whether to approve the Settlement. If the Court approves the Settlement and the Plan of

Allocation, payments to Authorized Claimants will be made after any appeals are resolved, and after the completion of all

claims processing. Please be patient.

B. What Does The Settlement Provide?

In exchange for the release of the Released Claims against each of Defendants and the Released Parties, as well as dismissal

of the litigation as against Defendants, the insurer for Defendants, has agreed to pay the sum of three million, eight hundred

and fifty thousand United States dollars ($3,850,000), plus interest earned thereon for the benefit of the Settlement Class. The

Settlement Fund less all Taxes, Notice and Administration Costs, and Fee and Expense Award paid out of the Settlement Fund

in accordance with the Stipulation, the Notice and Scheduling Order Order, the Final Approval Order, and any other orders of

the District Court (the “Net Settlement Fund”) will be divided among all eligible Settlement Class Members who send in a

valid Proof of Claim. The Proof of Claim is described in more detail below in Section F below.

C. Am I Included In The Settlement?

You are included in the Settlement if you purchased CHC common stock during the Class Period and were damaged thereby.

Excluded from the Class are Defendants, members of the Individual Defendants’ Immediate Families, all current and former

directors and officers of CHC during the class period, any firm, trust, partnership, corporation or entity in which any

Defendant has a controlling interest and the legal representatives, affiliates, heirs, successors-in-interest or assigns of any such

excluded person or entity. The foregoing exclusion shall not cover “Investment Vehicles,” which for these purposes shall

mean any investment company, pooled investment fund or separately managed account (including, but not limited to, mutual

fund families, exchange-traded funds, fund of funds, private equity funds, real estate funds, hedge funds, and employee

benefit plans) in which any Underwriter Defendant or any of its affiliates has or may have a direct or indirect interest or as to

which any Underwriter Defendant or any of its affiliates may act as an investment advisor, general partner, managing

member, or in other similar capacity (other than an investment vehicle of which the Underwriter Defendant or any of its

affiliates is a majority owner or holds a majority beneficial interest and only to the extent of such Underwriter Defendant’s or

affiliate’s ownership or interest). Also excluded from the Settlement Class are any Persons who exclude themselves

by submitting a request for exclusion in accordance with the requirements set forth in this Notice (see pages 9-11 below).

PLEASE NOTE: RECEIPT OF THIS NOTICE DOES NOT MEAN THAT YOU ARE A SETTLEMENT CLASS

MEMBER OR THAT YOU WILL BE ENTITLED TO RECEIVE PROCEEDS FROM THE SETTLEMENT. IF

YOU ARE A SETTLEMENT CLASS MEMBER AND YOU WISH TO BE ELIGIBLE TO PARTICIPATE IN THE

DISTRIBUTION OF PROCEEDS FROM THE SETTLEMENT, YOU ARE REQUIRED TO SUBMIT THE CLAIM

FORM THAT IS BEING DISTRIBUTED WITH THIS NOTICE AND THE REQUIRED SUPPORTING

DOCUMENTATION AS SET FORTH THEREIN POSTMARKED NO LATER THAN [ ], 2017.


Exhibit A-1


D. What Might Happen If There Were No Settlement?

If there were no Settlement and Plaintiffs failed to establish any essential legal or factual element of its claims against the

Defendants, neither it nor the Settlement Class would recover anything from the Defendants. Also, if the Defendants were

successful in proving any of their defenses, the Settlement Class could recover substantially less than the amounts provided in

the Settlement, or nothing at all.

E. What Is The Legal Effect Of The Settlement On My Rights?

If you are a member of the Settlement Class, the Settlement will affect you. If the District Court grants approval of the

Settlement, the Consolidated Action will be dismissed with prejudice and all Settlement Class Members will fully release and

discharge the Defendants and Released Parties from all claims (as detailed below) for relief arising out of or based on

Plaintiffs’ allegations. When a Person “releases” claims, that means that Person cannot sue the Defendants or Released

Parties for any of the claims covered by the release. If you are a Settlement Class Member and you submit a valid and timely

Claim Form, you will receive a payment based upon the distribution formula described below.

F. What Will I Receive From The Settlement?

At this time, it is not possible to make any determination as to how much a Settlement Class Member may receive from the

Settlement. Pursuant to the Settlement, the insurer for Defendants has agreed to pay $3,850,000 in cash. The settlement

amount will be deposited into an interest-bearing escrow account. If the Settlement is approved by the District Court, the Net

Settlement Fund will be distributed to Settlement Class Members as set forth in the proposed Plan of Allocation, or such other

plan as the District Court may approve.

After approval of the Settlement by the District Court and upon satisfaction of the other conditions to the Settlement, the Net

Settlement Fund will be distributed to Authorized Claimants in accordance with the Plan of Allocation approved by the

District Court. Under the proposed Plan of Allocation, your share of the Net Settlement Fund will depend on: (1) the dates

you acquired or sold your CHC common stock; (2) the number of shares of CHC common stock acquired or sold and the price

paid or received; (3) the expense of administering the claims process; (4) any attorneys’ fees and expenses awarded by the

Court; (5) interest income received and taxes paid by the Settlement Fund; (6) the number of eligible shares of CHC common

stock acquired by other Settlement Class Members who submit timely and valid Proof of Claim Forms; and (7) the

Recognized Losses of all other Authorized Claimants computed in accordance with the Plan of Allocation set out on

pages 7-9 below.

You can calculate your Recognized Loss in accordance with the formula set forth below in the proposed Plan of Allocation. In

the event the aggregate Recognized Losses of all timely and validly submitted Proof of Claim Forms exceed the Net

Settlement Fund, your share of the Net Settlement Fund will be proportionally less than your calculated Recognized Loss. It is

unlikely that you will get a payment for all of your Recognized Loss. After all Settlement Class Members have sent in their

Proof of Claim Forms, the payment you get will be that proportion of the Net Settlement Fund equal to your Recognized Loss

divided by the total Recognized Losses of all Settlement Class Members who submit timely and valid Proof of Claim Forms

(the “Pro Rata Share”). See the Plan of Allocation on pages 7-9 for more information on your Recognized Loss.

The Net Settlement Fund will not be distributed until the District Court has approved a plan of allocation, and the time for any

petition for rehearing, appeal, or review, whether by certiorari or otherwise, has expired.

Neither the Defendants nor any other Person that paid any portion of the Settlement Amount is entitled to get back any portion

of the Net Settlement Fund once the District Court’s Final Approval Order and Judgment approving the Settlement becomes

final. The Defendants will not have any liability, obligation, or responsibility for the administration of the Settlement or

disbursement of the Net Settlement Fund or the Plan of Allocation.


Exhibit A-1


Approval of the Settlement is independent from approval of the Plan of Allocation. Any determination with respect to the

Plan of Allocation will not affect the Settlement, if approved.

Each Person wishing to participate in the distribution must timely submit a valid Claim Form establishing membership in the

Settlement Class, and including all required documentation, postmarked on or before [ ], 2017, to the address set forth in the

Claim Form that accompanies this Notice.

Any Settlement Class Member who fails to submit a Claim Form postmarked on or before [ ], 2017, shall be fully and forever

barred from receiving payments pursuant to the Settlement unless the District Court orders otherwise, but will in all other

respects remain a Settlement Class Member and be subject to the provisions of the Stipulation and Settlement that is approved,

including the terms of any Judgment entered and releases given.

The District Court has reserved jurisdiction to allow, disallow, or adjust the Claim of any Settlement Class Member on

equitable grounds.

Each Claimant shall be deemed to have submitted to the jurisdiction of the District Court with respect to his, her, or its Claim

Form. Upon request of the Claims Administrator, each Person that submits a Claim Form shall subject his, her, or its Claim to

investigation as to his, her, or its status as a Claimant and the allowable amount of his, her, or its Claim.

Persons that are excluded from the Settlement Class by definition or that exclude themselves from the Settlement Class will

not be eligible to receive a distribution from the Net Settlement Fund and should not submit a Claim Form.

Proposed Plan Of Allocation

The Net Settlement Fund will be distributed to Settlement Class Members who submit valid, timely Claim Forms. If you have

a net loss on all transactions in CHC common stock during the Class Period, you will be paid the percentage of the Net

Settlement Fund that your Recognized Loss bears to the total of the Recognized Losses of all Authorized Claimants. Payment

in this manner shall be deemed conclusive against all Authorized Claimants. The calculation of Claims below is not an

estimate of the amount you will receive. It is a formula for allocating the Net Settlement Fund among all Authorized

Claimants.

Each Authorized Claimant’s Recognized Loss will be calculated as follows:

I. For CHC shares purchased during the Class Period but prior to March 13, 2014, the claim per CHC common

stock shall be as follows:

a. For shares sold before March 13, 2014, the Recognized Loss shall be zero.

b. For shares sold between March 13, 2014 and July 9, 2014, inclusive, the Recognized Loss shall be the lesser

of (1) $1.19, and (2) the difference between (i) the lesser of the purchase price and $8.90, and (ii) the greater

of the sale price and $7.71.

c. For shares not sold prior to July 10, 2014, the Recognized Loss shall be the lesser of (1) $1.27, and (2) the

difference between (i) the lesser of the purchase price and $8.90, and (ii) the greater of the sale price and

$7.63.

II. For CHC shares purchased during the period from March 13, 2014 through and including July 10, 2014, the claim

per CHC common stock shall be as follows:

a. For shares sold before July 10, 2014, the Recognized Loss shall be zero.


Exhibit A-1


b. For shares not sold prior to July 10, 2014, the Recognized Loss shall be the lesser of (1) $0.99, or (2) the

difference between (i) the lesser of the purchase price and $8.62, and (ii) the greater of the sale price and

$7.63.

Purchases and sales are matched on a last in, first out (“LIFO”) basis, except that purchases that were made in order to cover

short sales should be matched to the short sales they covered.

The date of purchase or sale is the “contract” or “trade” date as distinguished from the “settlement” or “payment” date.

However, for shares of CHC common stock that were put to investors pursuant to put options sold by those investors, the

purchase of CHC common stock shall be deemed to have occurred on the date that the put option was sold, rather than the

date on which the CHC common stock was subsequently put to the investor pursuant to that option. The proceeds of any put

option sales shall be offset against any losses from shares of CHC common stock that were purchased as a result of the

exercise of the put option. Additionally, CHC common stock acquired during the Class Period through the exercise of a call

option shall be treated as a purchase on the date of exercise for the exercise price plus the cost of the call option, and any

Claim arising from such transaction shall be computed as provided for other purchases of CHC common stock as set forth

herein.

The receipt or grant by gift, devise or inheritance of CHC common stock during the Class Period shall not be deemed to be a

purchase of CHC common stock for the calculation of an Authorized Claimant’s Recognized Loss if the Person from which

the CHC common stock was received did not themselves acquire the CHC common stock during the Class Period, nor shall it

be deemed an assignment of any claim relating to the purchase of such CHC common stock unless specifically provided in the

instrument or gift or assignment.

An Authorized Claimant will be eligible to receive a distribution from the Net Settlement Fund only if the Authorized

Claimant had a net loss, after all profits from transactions in CHC common stock during the Class Period are subtracted from

all losses from transactions in CHC common stock during the Class Period.

If an Authorized Claimant’s distribution amount calculates to less than $10.00, no distribution will be made to that Authorized

Claimant.

Distributions will be made to Authorized Claimants after all Claims have been processed and after the District Court has

approved the Settlement. If there is any balance remaining in the Net Settlement Fund six months from the date of

distribution of the Net Settlement Fund by reason of un-cashed distributions or otherwise, then, after the Claims Administrator

has made reasonable efforts to have Authorized Claimants cash their distributions, and it is economically feasible, any balance

remaining in the Net Settlement Fund shall be redistributed to Authorized Claimants who have cashed their initial

distributions and who would receive at least $10.00 from such redistribution after the payment of any taxes and unpaid costs

or fees incurred in administering the Net Settlement Fund for such redistribution. Lead Counsel shall, if feasible, continue to

reallocate any further balance remaining in the Net Settlement Fund after the redistribution is completed among Settlement

Class members in the same manner and time frame as provided for above. In the event that Lead Counsel determines that

further redistribution of any balance remaining (following the initial distribution and redistribution) is no longer feasible,

thereafter Lead Counsel shall donate the remaining funds, if any, to a non-sectarian, not-for-profit 501(c)(3) organization

serving the public interest, to be designated by Lead Counsel and approved by the District Court.

Payment pursuant to the Plan of Allocation, or such other plan as may be approved by the District Court, shall be conclusive

against all Authorized Claimants. No Person shall have any claim against Lead Plaintiffs, Lead Counsel, Defendants, and

their respective counsel or any of the other Released Parties, or the Claims Administrator or other agent designated by Lead

Counsel arising from distributions made substantially in accordance with the Stipulation, the Plan of Allocation approved by

the District Court, or further orders of the District Court. Lead Plaintiffs, Defendants, and their respective counsel, and all

other Released Parties shall have no responsibility or liability whatsoever for the investment or distribution of the settlement

funds, the Net Settlement Fund, the Plan of Allocation, or the determination, administration, calculation, or payment of any


Exhibit A-1


Claim Form or nonperformance of the Claims Administrator, the payment or withholding of taxes owed by the Settlement

Fund, or any losses incurred in connection therewith.

The Plan of Allocation set forth herein is the plan that is being proposed by Lead Plaintiffs and Lead Counsel to the District

Court for approval. The District Court may approve this Plan of Allocation as proposed or it may modify the Plan of

Allocation without further notice to the Settlement Class. Any orders regarding a modification of the Plan of Allocation will

be posted on the settlement website, www.chcgroupsecuritieslitigation.com.

G. Can I Decide To Opt Out Of This Settlement?

Yes. If you do not wish to be included in the Settlement Class and you do not wish to participate in the Settlement, you may

request to be excluded. To do so, you must submit a written request for exclusion that must be signed by you or your

authorized representative and postmarked on or before _______________, 2017. You must set forth: (a) the name, address,

and telephone number of the Person requesting exclusion; (b) the number of shares of CHC common stock purchased,

acquired and/or sold during the Class Period; (c) prices paid or received for such CHC common stock; (d) the date of each

purchase, acquisition or sale transaction; and (e) a statement that the Person wishes to be excluded from the Settlement Class.

The exclusion request should be addressed as follows:

Rudman, et al. v. CHC Group, Ltd., et al, EXCLUSION REQUEST

Claims Administrator

c/o A.B. Data, Ltd.

P.O. Box 170700

Milwaukee, WI 53217

NO REQUEST FOR EXCLUSION WILL BE CONSIDERED VALID UNLESS ALL OF THE INFORMATION

DESCRIBED ABOVE IS INCLUDED IN ANY SUCH REQUEST AND RECEIVED WITHIN THE TIME STATED

ABOVE, OR IS OTHERWISE ACCEPTED BY THE COURT.

If you timely and validly request exclusion from the Settlement Class, (a) you will be excluded from the Settlement Class, (b)

you will not share in the proceeds of the Settlement described herein, (c) you will not be bound by any Judgment entered in

the case, and (d) you will not be precluded, by reason of your decision to request exclusion from the Settlement Class, from

otherwise prosecuting an individual claim, if timely, against the Defendants based on the matters complained of in the

litigation. The Defendants may withdraw from and terminate the Settlement if Settlement Class Members who purchased the

requisite number of shares of CHC common stock exclude themselves from the Settlement Class.

H. What If A Settlement Class Member Is Deceased?

The authorized legal representative(s) of a Settlement Class Member may receive a recovery on behalf of the Settlement Class

Member.

I. What If I Bought CHC Common Stock On Someone Else’s Behalf?

If you purchased or otherwise acquired CHC common stock during the Class Period for the beneficial interest of a Settlement

Class Member, you must either (a) send copies of the Notice and Claim Form to the beneficial owners of the CHC common

stock within five (5) business days from the receipt of the Notice, and provide written confirmation to the Claims

Administrator of such; or (2) provide the names and addresses of such persons or entities to Rudman, et al, v. CHC Group,

Ltd. et al, c/o A.B. Data, Ltd., P.O. Box 170700, Milwaukee, WI 53217 within five (5) business days from the receipt of the

Notice. If you choose the second option, the Claims Administrator will send a copy of the Notice and the Claim Form to the

beneficial owners. Upon full compliance with these directions, such nominees may seek reimbursement of their reasonable


Exhibit A-1


expenses actually incurred, by providing the Claims Administrator with proper documentation supporting the out-of-pocket

expenses for which reimbursement is sought.

Copies of this Notice and the Claim Form can be obtained from the website maintained by the Claims Administrator,

www.chcgroupsecuritieslitigation.com, by calling the Claims Administrator toll-free at 866-905-8103, or from Lead

Counsel’s website, www.kmllp.com.

J. How And What Do I Do To Make Sure The Claims Administrator Has My Correct Address?

If your address changes from the address to which this Notice was directed, you must notify the Claims Administrator of your

new address as soon as possible. Failure to keep the Claims Administrator informed of your address may result in the loss of

any monetary award you might be eligible to receive. Please send your new contact information to the Claims Administrator

at the address listed below and include your old address, new address, new telephone number, date of birth, and Social

Security number. These last two items are required so that the Claims Administrator can verify that the address change is

from an actual Settlement Class Member.

Rudman, et al. v. CHC Group, Ltd., et al. ADDRESS CHANGE


c/o A.B. Data, Ltd.

P.O. Box 170700

Milwaukee, WI 53217

K. What Are Plaintiffs Being Paid?

Plaintiffs will receive only their proportionate share of the recovery, the same as all other Settlement Class Members.

However, Lead Counsel may apply for the reimbursement of the reasonable costs and expenses incurred by Lead Plaintiffs in

connection with the prosecution and resolution of the Consolidated Action as part of Lead Counsel’s Fee and Expense

Application.

L. What Are Plaintiffs’ Counsels’ Fees And Costs?

At the Settlement Hearing, Plaintiffs’ Counsel will request that the District Court award attorneys’ fees not to exceed one-

third (33.33%) of the Settlement Fund, plus expenses (exclusive of administration costs) not to exceed $55,000 which were

incurred in connection with the litigation of the Consolidated Action, plus interest thereon, which may include the reasonable

costs and expenses incurred by Lead Plaintiffs directly related to its representation of the Settlement Class, plus interest on

such expenses at the same rate as earned on the Settlement Amount. Whatever amount is approved by the Court as legal fees

and expenses will be paid from the Settlement Fund.

To date, Plaintiffs’ Counsel have not received any payment for their services in conducting this action, nor has counsel been

reimbursed for their substantial expenses. The fees requested by Plaintiffs’ Counsel will compensate Plaintiffs’ Counsel for

their efforts in achieving the Settlement Fund for the benefit of the Settlement Class, and for their risk in undertaking this

representation on a wholly-contingent basis. If the amount requested is approved by the Court, the average cost per damaged

CHC share will be $0.04.

M. How Will the Notice Costs and Expenses Be Paid?

Lead Counsel are authorized by the Stipulation to pay the Claims Administrator’s fees and expenses incurred in connection

with giving notice, administering the Settlement, and distributing the Net Settlement Fund to Settlement Class Members.


Exhibit A-1


III. PLAINTIFFS AND PLAINTIFFS’ COUNSEL SUPPORT THE SETTLEMENT

Plaintiffs and their Counsel believe that the claims asserted against the Defendants have merit. Plaintiffs and their Counsel

recognize, however, the expense and length of continued proceedings necessary to pursue its claims against these Defendants

through trial and appeals, as well as the difficulties in establishing liability and damages at trial. Plaintiffs and their Counsel

have also taken into account the possibility that the District Court would fail to certify the putative class and that the dismissal

of the claims might be affirmed on appeal and have considered issues that would have been decided by a jury in the event of a

trial of the Consolidated Action, including whether CHC’s registration statement was materially misleading, whether all of the

Settlement Class Members’ losses were caused by the alleged misrepresentations or omissions and the amount of damages.

Plaintiffs and their Counsel have considered the uncertain outcome and trial risk in complex lawsuits like this one, and that,

even if they were successful, after the resolution of the appeals that were certain to be taken (which could take years to

resolve), there may not be any funds in an amount significantly larger or even as much as the settlement amount.

In light of the value of the Settlement and the immediacy of a cash recovery to the Settlement Class, Plaintiffs and their

Counsel believe that the proposed Settlement is fair, reasonable, and adequate. Indeed, Plaintiffs and their Counsel believe

that the Settlement achieved is an excellent result and in the best interests of the Settlement Class. The Settlement, which

provides an immediate $3,850,000 in cash (less the various deductions described in this Notice), individually and collectively

provides substantial benefits now as compared to the risk that a similar, smaller, or no recoveries would be achieved after a

trial and appeals, possibly years in the future.

IV. WHAT OPPORTUNITY WILL I HAVE TO GIVE MY OPINION ABOUT THE SETTLEMENT?

A. How Can I Object To The Settlement, Plan of Allocation and Fee and Expense Application?

Any Settlement Class Member who does not request exclusion may object to the Settlement, the proposed Plan of Allocation,

and/or the Fee and Expense Application. Objections must be in writing. You must file any written objection, together with

copies of all other papers and briefs supporting the objection, with the Clerk’s Office at the United States District Court for the

Southern District of New York at the address set forth below on or before __________ __, 2017. Your written objection

should include all reasons for the objection, including any legal and evidentiary support you wish to bring to the Court’s

attention. The objection must also include your name, address, telephone number, and the number of shares of CHC common

stock you purchased and sold during the Class Period, including proof of your purchases and sales of CHC common stock.

You must also serve the papers on designated representative Lead Counsel and Defendants’ counsel at the addresses set forth

below for their respective counsel so that the papers are received on or before ___________ __, 2017.

To be considered, your objection must be filed with the Office of the Clerk’s Office no later than ____________ __, 2017, to:


Exhibit A-1


Clerk’s Office

Clerk of the Court

United States District Court

Southern District of New York

Daniel Patrick Moynihan

United States Courthouse

500 Pearl Street

New York, NY 10007

Re: Rudman, et al v. CHC Group, Ltd., et al.,

Case No. 15 Civ. 3773 (LAK)

Defendants’ Counsel

Andrew J. Levander, Esq.

Neil A. Steiner, Esq.

Andrew Spievack, Esq.

Sarah Lyons, Esq.

Dechert LLP

1095 Avenue of the

Americas

New York, NY 10036

Counsel for Defendants CHC

Group Ltd., William J.

Amelio, Joan S. Hooper,

Rebecca Camden, William E.

Macaulay, Jonathan Lewis

and Kenneth W. Moore

Charles S. Duggan, Esq.

Andrew Ditchfield, Esq.

Alyssa Beaver Gomez, Esq.

Davis Polk & Wardwell

LLP

450 Lexington Avenue


Counsel for Defendants J.P.

Morgan Securities LLC,

Barclays Capital Inc., UBS

Securities LLC, HSBC

Securities (USA) Inc., RBC

Captial Markets, LLC, Wells

Fargo Securities LLC, BNP

Paribas Securities Corp.,

Standard Bank Plc, Cormark

Securities (USA) Ltd., Cowen

and Company, LLC Raymond

James & Associates, Inc.,

Simmons & Company,

International (Piper Jaffray

& Co., as successor in

interest) and Tudor,

Pickering, Holt & Co.

Securities Inc.

Lead Counsel

Ira M. Press, Esq.

Meghan J. Summers, Esq.

Kirby McInerney LLP

825 Third Avenue,

16th Floor

New York, NY 10022

Counsel for Lead Plaintiffs

and the Class

You may file a written objection without having to appear at the Settlement Hearing. You may not, however, appear at the

Settlement Hearing to present your objection unless you first filed and served a written objection in accordance with the

procedures described above, unless the Court orders otherwise.


Exhibit A-1


If you file an objection to the Settlement, Plan of Allocation, and/or the Fee and Expense Application you also have a right to

appear at the Settlement Hearing either in person or through counsel hired by you at your own expense. You are not required,

however, to hire an attorney to represent you in making written objections or in appearing at the Settlement Hearing. If you

wish to be heard orally at the hearing in opposition to the approval of the Settlement, the Plan of Allocation, or the Fee and

Expense Application, and if you file and serve a timely written objection as described above, you must also file a notice of

appearance with the Clerk’s Office and serve it on the Claims Administrator at the address set forth above. Persons who

intend to object and desire to present evidence at the Settlement Hearing must include in their written objection or notice of

appearance the identity of any witnesses they may call to testify and exhibits they intend to introduce into evidence at the

hearing.

Unless the District Court orders otherwise, any Settlement Class Member who does not object in the manner described

above will be deemed to have waived any objection and shall be forever foreclosed from making any objection to the

proposed Settlement, the proposed Plan of Allocation and the Plaintiffs’ Fee and Expense Application. Settlement

Class Members do not need to appear at the Settlement Hearing or take any other action to indicate their approval.

B. What Rights Am I Giving Up By Remaining In The Class?

If you remain in the Settlement Class, you will be bound by any orders issued by the District Court. For example, if the

District Court approves the Settlement, the District Court will enter the Final Approval Order and Judgment. The Final

Approval Order and Judgment will dismiss with prejudice the claims against the Defendants and will provide that, upon the

Effective Date of the Settlement, Plaintiffs and each of the other members of the Settlement Class on behalf of themselves,

their respective heirs, executors, administrators, predecessors, successors, and assigns, among others, shall be deemed by

operation of law to have fully granted and completely discharged, dismissed with prejudice, settled and released, and agreed

to be barred by a permanent injunction from the assertion of, Released Claims against any of the Released Parties and their

attorneys.

“Released Claims” means any and all claims, debts, demands, rights, liabilities, and causes of action of every nature and

description whatsoever (including, but not limited to, any claims for damages, restitution, rescission, disgorgement, interest,

attorneys’ fees, expert or consulting fees, and any other costs, expenses or liability whatsoever), whether based on federal,

state, local, statutory, common law, foreign law, or any other law, rule or regulation, whether fixed or contingent, accrued or

un-accrued, liquidated or unliquidated, at law or in equity, matured or unmatured, including, without limitation, claims arising

under the Securities Act and claims arising under the Securities Exchange Act of 1934, whether class or individual in nature,

including both known claims and Unknown Claims (as defined below), whether or not concealed or hidden, that (i) have been

or could have been asserted in this Action or in the Complaint by the Plaintiffs against any of the Released Persons (as defined

below), or (ii) could have been or in the future could be asserted in any other forum, whether foreign or domestic, by the

Plaintiffs and their present or past heirs, executors, estates, administrators, predecessors, successors, assigns, parents,

subsidiaries, associates, affiliates, directors, managing directors, officers, employees, partners, principals, agents, members,

managing members, controlling shareholders, attorneys, accountants or auditors, financial and other advisors or consultants,

banks or investment bankers, personal or legal representatives, underwriters, insurers, co-insurers, reinsurers, lenders, and any

other representatives of any of these persons and entities, against any of the Released Persons that arise out of, or are based

upon or related in any way to: (a) the allegations, transactions, facts, matters or occurrences, representations or alleged

omissions involved in the Action, or set forth or referred to in the Complaint, or (b) the purchase, acquisition, disposition, sale

or retention of, or other transaction in, CHC securities during the Settlement Class Period, including, without limitation,

claims that arise out of, are based upon or relate to in any way any disclosures, Securities and Exchange Commission filings,

press releases, registration statements, offering memoranda, or other public statements by, on behalf of, attributable to or

concerning CHC during the Class Period. “Released Claims” further includes (i) any right to appeal the November 7, 2016

Order dismissing the Complaint in its entirety and (ii) any and all claims arising out of, based upon or related in any way to

the settlement or resolution of the Action, except for any alleged breaches of the Stipulation.

“Related Parties” means, with respect to the Defendants, each and all of their respective past or present, direct or indirect

parents, subsidiaries, affiliates, controlling or majority shareholders (including each member of a control group), financial


Exhibit A-1


sponsors, successors and assigns, and each and all of their respective past or present directors, officers, employees, partners,

members, principals, agents, underwriters, insurers, co-insurers, reinsurers, controlling shareholders, attorneys, accountants,

auditors, financial or investment advisors or consultants, banks or investment bankers, personal or legal representatives,

predecessors, successors, parents, subsidiaries, divisions, joint ventures, assigns, spouses, heirs, executors, estates,

administrators, related or affiliated entities, affiliated funds, any entity in which a Defendant has a controlling interest, any

members of any Individual Defendant’s Immediate Family, or any trust of which any Individual Defendant is the settlor or

which is for the benefit of any Individual Defendant or Individual Defendant’s Immediate Family.

“Released Parties” means each and all of the Defendants and their Related Parties.

“Unknown Claims” means any claims that Lead Plaintiffs or any Settlement Class Member does not know or suspect

to exist in his, her, or its favor at the time of the release of the Released Persons that, if known by him, her, or it, would or

might have affected his, her, or its settlement with and release of the Released Persons, or would or might have affected his,

her, or its decisions with respect to this settlement.

Lead Plaintiff, on behalf of himself and the Settlement Class Members, further affirms, and by operation of

the Judgment the Settlement Class Members will be deemed to affirm, that no fact, evidence, event or transaction currently

unknown to them but that hereafter may become known to them shall affect in any way or manner the final and unconditional

nature of this Release. Lead Plaintiff, on behalf of himself and the Settlement Class Members, further acknowledges that he is

familiar, and by operation of the Judgment the Settlement Class Members shall be deemed to be familiar, with the provisions

of California Civil Code § 1542, which provides as follows:

A GENERAL RELEASE DOES NOT EXTEND TO CLAIMS WHICH THE CREDITOR DOES NOT

KNOW OR SUSPECT TO EXIST IN THE CREDITOR'S FAVOR AT THE TIME OF EXECUTING

THE RELEASE, WHICH IF KNOWN BY THE CREDITOR, MUST HAVE MATERIALLY

AFFECTED HIS SETTLEMENT WITH THE DEBTOR.

Lead Plaintiff, on behalf of himself and the Settlement Class Members, being aware of California Civil Code

§ 1542, hereby expressly waives, and by operation of the Judgment the Settlement Class Members shall be deemed to have

waived, any rights they may have thereunder, as well as any other statutes or common law principles of similar effect.

Lead Plaintiffs and Settlement Class Members may hereafter discover facts in addition to or different from

those which he, she, or it now knows or believes to be true with respect to the subject matter of the Released Claims, but Lead

Plaintiffs upon the Effective Date shall expressly, fully, finally, and forever settle and release and each Settlement Class

Member, upon the Effective Date, shall be deemed to have, and by operation of the Judgment shall have, fully, finally, and

forever settled and released any and all Released Claims, known or unknown, suspected or unsuspected, contingent or non-

contingent, whether or not concealed or hidden, which now exist, or heretofore have existed, upon any theory of law or equity

now existing or coming into existence in the future, including, but not limited to, conduct that is negligent, intentional, with or

without malice, or a breach of any duty, law or rule, without regard to the subsequent discovery or existence of such different

or additional facts. Lead Plaintiffs acknowledge, and the Settlement Class Members shall be deemed by operation of the

Judgment to have acknowledged, that the inclusion of Unknown Claims in the definition of Released Claims was separately

bargained for and a key element of the settlement of which this release is a material and essential part.

V. SETTLEMENT HEARING

The District Court will hold a Settlement Hearing at ___:_____ __.m. on _______________, 2017 in Courtroom 21B of the

United States District Court for the Southern District of New York, Daniel Patrick Moynihan United States Courthouse, 500

Pearl Street, New York, NY 10007, to determine whether the Settlement should be approved as fair, reasonable, and adequate.

The District Court will also be asked to approve the proposed Plan of Allocation and the Fee and Expense Award. The

District Court may adjourn or continue the Settlement Hearing without further notice to the Settlement Class. If you intend to

attend the Settlement Hearing, you should confirm the date and time with Lead Counsel.


Exhibit A-1


Settlement Class Members do not need to attend the Settlement Hearing. The District Court will consider any

submission made in accordance with the provisions in this Notice even if the Settlement Class Member does not attend

the hearing. You can participate in the Settlement without attending the Settlement Hearing.

VI. GETTING MORE INFORMATION

This Notice is a summary and does not describe all of the details of the Stipulation. For precise terms and conditions of the

Settlement, you may review the Stipulation filed with the District Court, as well as the other pleadings and records of this

litigation, which may be inspected during business hours, at the office of the Clerk of the Court, United States District Court,

Southern District of New York, Daniel Patrick Moynihan United States Courthouse, 500 Pearl Street, New York, NY 10007,

at www.chcgroupsecuritieslitigation.com, or from Lead Counsel’s website, www.kmllp.com. Settlement Class Members

without access to the internet may be able to review this document online at locations such as a public library.

If you have any questions about the settlement of the Consolidated Action, you may contact Lead Counsel:

Ira M. Press

Meghan J. Summers

KIRBY McINERNEY LLP

825 Third Avenue, 16th Floor

New York, NY 10022

Tel: (212) 371-6600

You may also call or write to the Claims Administrator at Rudman et al., v. CHC Group, Ltd., et al., c/o A.B. Data, Ltd., P.O.

Box 170700, Milwaukee, WI 53217, email the Claims Administrator at [email protected], or call

866-905-8103, stating that you are requesting assistance regarding the CHC Group litigation.

DO NOT TELEPHONE OR WRITE THE DISTRICT COURT OR THE OFFICE OF THE CLERK OF THE

COURT REGARDING THIS NOTICE.

DATED: ______________________, 2017 BY ORDER OF THE DISTRICT COURT,




3

EXHIBIT A-2


Exhibit A-2

1



RUDMAN, ET AL., v. CHC GROUP, LTD., ET AL.,

Civil Action No. 15-cv-3773 (LAK)

SUMMARY NOTICE

TO: ALL PERSONS WHO PURCHASED SHARES OF CHC GROUP LTD. (“CHC”)

COMMON STOCK IN THE JANUARY 16, 2014 IPO AND/OR IN THE OPEN

MARKET DURING THE PERIOD FROM JANUARY 16, 2014 THROUGH AND

INCLUDING JULY 10, 2014 (the “CLASS PERIOD”)

YOU ARE HEREBY NOTIFIED, pursuant to an Order of the United States District

Court for the Southern District of New York (the “District Court”) and Rule 23 of the Federal

Rules of Civil Procedure, that a hearing will be held at ___:_____ __.m. on _______________,

2017 before the Honorable Lewis A. Kaplan, United States District Court Judge, in Courtroom

21B, at the Daniel Patrick Moynihan United States Courthouse, 500 Pearl Street, New York,

New York, 10007 for the purpose of determining (1) whether the proposed settlement of the

Consolidated Action for the principal amount of $3,850,000, plus accrued interest, should be

approved by the District Court as fair, reasonable, and adequate; (2) whether the Final Approval

Order and Judgment should be entered by the District Court dismissing the Consolidated Action

with prejudice; (3) whether the proposed Plan of Allocation is fair, reasonable, and adequate and,

therefore, should be approved; and (4) whether the Fee and Expense Application should be

approved. In connection with the Fee and Expense Application, Lead Counsel will request

attorneys’ fees not to exceed one-third (33.33%) of the Settlement Fund, plus expenses

(exclusive of administration costs) not to exceed $55,000.

If you purchased CHC common stock in the January 16, 2014 IPO and/or in the open

market during the period from January 16, 2014 through and including July 10, 2014, your rights

may be affected by the settlement of the Consolidated Action. If you have not received a

detailed Notice of Settlement of Class Action and Settlement Fairness Hearing, and Motion For

an Award of Attorneys’ Fees and Reimbursement of Litigation Expenses (the “Notice”) and a

copy of the Claim Form, you may obtain copies by writing to Rudman, et al. v. CHC Group,

Ltd., et al, c/o A.B. Data, Ltd., P.O. Box. 170700, Milwaukee, WI 53217, by emailing the Claims

Administrator at [email protected], by calling toll free 866-905-8103,

visiting the settlement website on the internet at www.chcgroupsecuritieslitigation.com, or from

Lead Counsel’s website at www.kmllp.com. If you are a Settlement Class Member, in order to

share in the distribution of the Net Settlement Fund, you must submit a Claim Form, postmarked

on or before _______________, 201_, establishing that you are entitled to recovery.

If you desire to be excluded from the Settlement Class, you must submit a request for

exclusion postmarked by no later than _______________, 201_, in the manner and form

explained in the detailed Notice referred to above. All members of the Settlement Class who

have not timely and validly requested exclusion from the Settlement Class will be bound by any

judgment entered in the Consolidated Action pursuant to the Stipulation of Settlement dated as of

_____________, 201_. If you properly and timely exclude yourself from the Settlement Class,


Exhibit A-2

2

you will not be bound by any judgments or orders entered by the Court in the Action and you

will not be eligible to share in the proceeds of the Settlement.

Any objections to any aspect of the proposed Settlement, the proposed Plan of Allocation

or Lead Counsel’s application for an award of attorneys’ fees and reimbursement of expenses,

must be filed with the Court and delivered to designated representative Lead Counsel and

counsel for the Defendants such that they are received no later than _______________, 201__, in

accordance with the instructions set forth in the Notice.

PLEASE DO NOT CONTACT THE DISTRICT COURT OR THE CLERK’S

OFFICE REGARDING THIS NOTICE. If you have any questions about the Settlement, you

may contact Lead Counsel:

Ira Press, Esq.

Meghan Summers, Esq.

KIRBY McINERNEY LLP

825 Third Avenue, 16th

New York, NY 10022

Tel: (212) 371-6600

DATED: __________________ ____, 2017 BY ORDER OF THE DISTRICT COURT,

UNITED STATES DISTRICT COURT FOR

THE SOUTHERN DISTRICT OF NEW

YORK


4

EXHIBIT A-3


Exhibit A-3

-1-



RUDMAN, ET AL., v. CHC GROUP, LTD., ET AL., Civil Action No. 15-cv-3773 (LAK)

PROOF OF CLAIM AND RELEASE

I. GENERAL INSTRUCTIONS

1. To recover as a member of the Settlement Class based on your claims in the

action entitled Rudman, et al. v. CHC Group, Ltd., et al., 15 Civ. 3773 (the “Consolidated

Action”), you must complete and, on page 11 hereof, sign this Proof of Claim and Release

Form (the “Claim Form”). If you fail to file a properly addressed Claim Form (as set forth in

section 3 below), your Claim may be rejected and you may be precluded from any recovery from

the Net Settlement Fund created in connection with the proposed Settlement of the Consolidated

Action.1

2. Submission of this Claim Form, however, does not assure that you will share in

the proceeds of the Settlement in the Consolidated Action.

3. YOU MUST MAIL YOUR COMPLETED AND SIGNED CLAIM FORM

POSTMARKED ON OR BEFORE ______________ __, 2017, ADDRESSED AS FOLLOWS:

Rudman, et al., v. CHC Group, Ltd., et al.,


c/o A.B. Data, Ltd.

P.O. Box 170700

Milwaukee WI 53217

1 Otherwise undefined terms have the definitions provided in the Stipulation of Settlement, dated

June 16, 2017 (the “Stipulation”).


Exhibit A-3

-2-

If you are NOT a Member of the Settlement Class, as defined in the Notice of Settlement of

Class Action and Settlement Fairness Hearing, and Motion for an Award of Attorneys’ Fees and

Reimbursement of Litigation Expenses (the “Notice”), DO NOT submit a Claim Form.

4. If you are a Member of the Settlement Class, you are bound by the terms of any

judgment entered in the Consolidated Action, WHETHER OR NOT YOU SUBMIT A CLAIM

FORM.

II. DEFINITIONS

1. “Defendants” means defendants CHC Group Ltd., William J. Amelio, Joan S.

Hooper, Rebecca Camden, William E. Macaulay, Jonathan Lewis, Kenneth W. Moore, J.P.

Morgan Securities LLC, Barclays Capital Inc., UBS Securities LLC, HSBC Securities (USA)

Inc., RBC Capital Markets, LLC, Wells Fargo Securities, LLC, BNP Paribas Securities Corp.,

Standard Bank Plc, Cormark Securities (USA) Ltd., Cowen and Company, LLC, Raymond

James & Associates, Inc., Simmons & Company, International (Piper Jaffray & Co., as successor

in interest) and Tudor, Pickering, Holt & Co. Securities, Inc.

2. “Released Persons” and “Released Claims” are defined below.

III. CLAIMANT IDENTIFICATION

1. If you purchased shares of CHC Group Ltd. (“CHC”) stock in the January 16,

2014 initial public offering (“IPO”) and/or in the open market during the period from January 16,

2014 through and including July 10, 2014 (the “Class Period”) and held the CHC common stock

in your name, you are the beneficial purchaser, as well as the record purchaser. If, however, the

CHC common stock was registered in the name of a third party, such as a nominee or brokerage

firm, you are the beneficial purchaser and the third party is the record purchaser.

2. In Section IV below, use Part I of the form entitled “Claimant Identification” to

identify each purchaser of record, if different from the beneficial purchaser of the CHC common


Exhibit A-3

-3-

stock that forms the basis of this Claim. THIS CLAIM MUST BE FILED BY THE ACTUAL

BENEFICIAL PURCHASER(S), OR THE LEGAL REPRESENTATIVE OF SUCH

PURCHASER(S) OF CHC COMMON STOCK UPON WHICH THIS CLAIM IS BASED,

NOT THE RECORD PURCHASER.

3. All joint purchasers must sign this Claim Form. Executors, administrators,

guardians, conservators, and trustees must complete and sign this Claim Form on behalf of

Persons represented by them and their authority must accompany this Claim Form and their titles

or capacities must be stated. The Social Security (or taxpayer identification) number and

telephone number of the beneficial owner may be used in verifying the Claim. Failure to provide

the foregoing information could delay verification of your claim or result in rejection of the

claim.

IV. CLAIM FORM

1. Use Part II of this Claim Form, entitled “Schedule of Transactions in CHC

Common Stock,” to supply all required details of your transaction(s) in CHC common stock. If

you need more space or additional schedules, attach separate sheets giving all of the required

information in substantially the same form. Sign and print or type your name on each additional

sheet.

2. On the schedules, provide all of the requested information with respect to all of

your purchases and all of your sales of CHC common stock that took place in the January 16,

2014 IPO and/or in the open market during January 16, 2014 and July 10, 2014, both dates

inclusive (the “Settlement Class Period”), whether such transactions resulted in a profit or a loss.

Failure to report all such transactions may result in the rejection of your Claim.


Exhibit A-3

-4-

3. List each transaction in the Class Period separately and in chronological order, by

trade date, beginning with the earliest. You must accurately provide the month, day, and year of

each transaction you list.

4. The date of covering a “short sale” is deemed to be the date of purchase of CHC

common stock. The date of a “short sale” is deemed to be the date of sale of CHC common

stock.

5. Broker confirmations or other documentation of your transactions in CHC

common stock must be attached to your Claim. Do not send original documents, including

security certificates. If you no longer have copies of your broker’s confirmations or statements,

your broker may be able to get you copies. Failure to provide this documentation could delay

verification of your Claim or result in rejection of your Claim.

6. The above requests are designed to provide the minimum amount of information

necessary to process the most simple claims. The Claims Administrator may request additional

information as required to efficiently and reliably calculate your losses. In some cases where the

Claims Administrator cannot perform the calculation accurately or at a reasonable cost to the

Settlement Class with the information provided, the Claims Administrator may condition

acceptance of the Claim upon the production of additional information and/or the hiring of an

accounting expert at the Claimant’s cost.


Exhibit A-3

-5-



Rudman, et al., v. CHC Group, Ltd., et al.,

Civil Action No. 15-Civ-3773 (LAK)

CLAIM FORM

Must be Postmarked No Later Than:

___________ __, 2017

Please Type or Print

PART I: CLAIMANT IDENTIFICATION

Beneficial Owner’s Name (First, Middle, Last)

Street Address

City State Zip Code

Foreign Province Foreign Country

Individual

Social Security Number or

Taxpayer Identification Number Corporation/Other

(work)

Area Code Telephone Number

(home)

Area Code Telephone Number

Record Owner’s Name (if different from beneficial owner listed above)


Exhibit A-3

-6-

PART II: SCHEDULE OF TRANSACTIONS IN CHC COMMON STOCK

A. Purchases of CHC common stock from January 16, 2014 through October 8,

2014, inclusive (excluding short sales):2

Trade Date

(Mo./Day/Year)

Number of

Shares

Purchased

Purchase Price

Per Share

Net Purchase

Price (less

commissions

and fees)

Identify if shares

acquired pursuant

to: (1) sale of put

options; (2)

corporate merger or

acquisition; (3)

employee shares; (4)

cover of short

position; or (5)

exercise of call

option during Class

Period3

B. Sales from January 16, 2014 through October 8, 2014, inclusive (excluding short

sales):

Trade Date

(Mo./Day/Year)

Number of

Shares Sold

Sale Price

Per Share

Net Sale Price

(less

commissions

and fees)

Share Sold Short

(Y/N)

C. Number of CHC common stock held at close of trading on October 8, 2014:

________________

2 Information requested with respect to your purchases of CHC common stock from July 11,

2014 through and including October 8, 2014 is needed in order to balance your claim; purchases

after July 10, 2014 are not eligible for recovery under the Settlement and will not be used for

purposes of calculating your Recognized Claim pursuant to the Plan of Allocation.

3 If you indicate that the purchase or sale was the result of the exercise or assignment of an

options contract, you must provide documentation to support both the options purchase or sale

and the exercise or assignment to purchase common stock.


Exhibit A-3

-7-

If you require additional space, attach extra schedules in the same format as above. Sign and

print your name on each additional page.

YOU MUST READ AND SIGN THE RELEASE ON PAGE 11

V. SUBMISSION TO JURISDICTION OF COURT AND ACKNOWLEDGMENTS

I (We) submit this Claim Form under the terms of the Stipulation described in the Notice.

I (We) also submit to the jurisdiction of the United States District Court for the Southern District

of New York with respect to my Claim as a Settlement Class Member (as defined in the Notice)

and for purposes of enforcing the release set forth herein. I (We) further acknowledge that I (we)

am (are) bound by and subject to the terms of any judgment that may be entered in the

Consolidated Action. I (We) agree to furnish additional information to Lead Counsel to support

this Claim if required to do so. I (We) have not submitted any other Claim covering the same

purchases or sales of CHC common stock during the Class Period and know of no other Person

having done so on my (our) behalf.

VI. RELEASE

1. I (We) hereby acknowledge full and complete satisfaction of, and do hereby fully,

finally and forever settle, release, relinquish and discharge, all of the Released Claims against

each and all of the Defendants and each and all of the “Related Parties,” defined as, whether or

not each or all of the following Persons or entities were named in the Consolidated Action or any

related suit, with respect to the Defendants, each and all of their respective past or present, direct

or indirect parents, subsidiaries, affiliates, controlling or majority shareholders (including each

member of a control group), financial sponsors, successors and assigns, and each and all of their

respective past or present directors, officers, employees, partners, members, principals, agents,

underwriters, insurers, co-insurers, reinsurers, controlling shareholders, attorneys, accountants,


Exhibit A-3

-8-

auditors, financial or investment advisors or consultants, banks or investment bankers, personal

or legal representatives, predecessors, successors, parents, subsidiaries, divisions, joint ventures,

assigns, spouses, heirs, executors, estates, administrators, related or affiliated entities, affiliated

funds, any entity in which a Defendant has a controlling interest, any members of any Individual

Defendant’s Immediate Family, or any trust of which any Individual Defendant is the settlor or

which is for the benefit of any Individual Defendant or Individual Defendant’s Immediate

Family. “Released Persons” is each and all of the Defendants and their Related Parties.

2. “Released Claims” means any and all claims, debts, demands, rights, liabilities,

and causes of action of every nature and description whatsoever (including, but not limited to,

any claims for damages, restitution, rescission, disgorgement, interest, attorneys’ fees, expert or

consulting fees, and any other costs, expenses or liability whatsoever), whether based on federal,

state, local, statutory, common law, foreign law, or any other law, rule or regulation, whether

fixed or contingent, accrued or un-accrued, liquidated or unliquidated, at law or in equity,

matured or unmatured, including, without limitation, claims arising under the Securities Act and

claims arising under the Securities Exchange Act of 1934, whether class or individual in nature,

including both known claims and Unknown Claims (as defined below), whether or not concealed

or hidden, that (i) have been or could have been asserted in this Action or in the Complaint by

the Plaintiffs against any of the Released Persons, or (ii) could have been or in the future could

be asserted in any other forum, whether foreign or domestic, by the Plaintiffs and their present or

past heirs, executors, estates, administrators, predecessors, successors, assigns, parents,

subsidiaries, associates, affiliates, directors, managing directors, officers, employees, partners,

principals, agents, members, managing members, controlling shareholders, attorneys,

accountants or auditors, financial and other advisors or consultants, banks or investment bankers,


Exhibit A-3

-9-

personal or legal representatives, underwriters, insurers, co-insurers, reinsurers, lenders, and any

other representatives of any of these persons and entities, against any of the Released Persons

that arise out of, or are based upon or related in any way to: (a) the allegations, transactions,

facts, matters or occurrences, representations or alleged omissions involved in the Action, or set

forth or referred to in the Complaint, or (b) the purchase, acquisition, disposition, sale or

retention of, or other transaction in, CHC securities during the Settlement Class Period,

including, without limitation, claims that arise out of, are based upon or relate to in any way any

disclosures, Securities and Exchange Commission filings, press releases, registration statements,

offering memoranda, or other public statements by, on behalf of, attributable to or concerning

CHC during the Class Period. “Released Claims” further includes (i) any right to appeal the

November 7, 2016 Order dismissing the Complaint in its entirety and (ii) any and all claims

arising out of, based upon or related in any way to the settlement or resolution of the Action,

except for any alleged breaches of the Stipulation.

3. “Unknown Claims” means any claims that Lead Plaintiffs or any Settlement Class

Member does not know or suspect to exist in his, her, or its favor at the time of the release of the

Released Persons that, if known by him, her, or it, would or might have affected his, her, or its

settlement with and release of the Released Persons, or would or might have affected his, her, or

its decisions with respect to this settlement. Lead Plaintiff, on behalf of himself and the

Settlement Class Members, further affirms, and by operation of the Judgment the Settlement

Class Members will be deemed to affirm, that no fact, evidence, event or transaction currently

unknown to them but that hereafter may become known to them shall affect in any way or

manner the final and unconditional nature of this Release. Lead Plaintiff, on behalf of himself

and the Settlement Class Members, further acknowledges that he is familiar, and by operation of


Exhibit A-3

-10-

the Judgment the Settlement Class Members shall be deemed to be familiar, with the provisions

of California Civil Code § 1542, which provides as follows:

A GENERAL RELEASE DOES NOT EXTEND TO CLAIMS WHICH THE

CREDITOR DOES NOT KNOW OR SUSPECT TO EXIST IN THE

CREDITOR'S FAVOR AT THE TIME OF EXECUTING THE RELEASE,

WHICH IF KNOWN BY THE CREDITOR, MUST HAVE MATERIALLY

AFFECTED HIS SETTLEMENT WITH THE DEBTOR.

Lead Plaintiff, on behalf of himself and the Settlement Class Members, being aware of California

Civil Code § 1542, hereby expressly waives, and by operation of the Judgment the Settlement

Class Members shall be deemed to have waived, any rights they may have thereunder, as well as

any other statutes or common law principles of similar effect. Lead Plaintiffs and Settlement

Class Members may hereafter discover facts in addition to or different from those which he, she,

or it now knows or believes to be true with respect to the subject matter of the Released Claims,

but Lead Plaintiffs upon the Effective Date shall expressly, fully, finally, and forever settle and

release and each Settlement Class Member, upon the Effective Date, shall be deemed to have,

and by operation of the Judgment shall have, fully, finally, and forever settled and released any

and all Released Claims, known or unknown, suspected or unsuspected, contingent or non-

contingent, whether or not concealed or hidden, which now exist, or heretofore have existed,

upon any theory of law or equity now existing or coming into existence in the future, including,

but not limited to, conduct that is negligent, intentional, with or without malice, or a breach of

any duty, law or rule, without regard to the subsequent discovery or existence of such different or

additional facts. Lead Plaintiffs acknowledge, and the Settlement Class Members shall be

deemed by operation of the Judgment to have acknowledged, that the inclusion of Unknown

Claims in the definition of Released Claims was separately bargained for and a key element of

the settlement of which this release is a material and essential part.


Exhibit A-3

-11-

4. This release shall be of no force or effect unless and until the District Court

approves the Stipulation and it becomes effective on the Effective Date.

5. I (We) hereby warrant and represent that I (we) have not assigned or transferred

or purported to assign or transfer, voluntarily or involuntarily, any matter released pursuant to

this release or any other part or portion thereof.

6. I (We) hereby warrant and represent that I (we) have included information about

all of my (our) transactions in CHC common stock that occurred during the Class Period, as well

as the number and type of CHC common stock held by me (us) at the opening of trading on

January 16, 2014, and at the close of trading on July 10, 2014.

Name Date


Exhibit A-3

-12-

ACCURATE CLAIMS PROCESSING TAKES A

SIGNIFICANT AMOUNT OF TIME.

THANK YOU FOR YOUR PATIENCE.

Reminder Checklist:

1. Please sign the above release and declaration.

2. Remember to attach supporting documentation, if available.

3. Do not send original CHC common stock certificates or originals of any

supporting documents.

4. Keep a copy of your Claim Form and all documentation submitted for your

records.

5. If you desire an acknowledgment of receipt of your Claim Form, please send it

Certified Mail, Return Receipt Requested.

If you move, please send your new address to the Claims Administrator at the address below:

Rudman, et al., v. CHC Group, Ltd, et al.,


c/o A.B. Data, Ltd.

P.O. Box 170700

Milwaukee, WI 53217


5

EXHIBIT B


Exhibit B



- - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - X




Plaintiffs,

-against-














SIMMONS & COMPANY,



INC.

Defendants.

:

:

:

:

:

:

:

:

:

:

:

:

:

:

:

:

:

:

:

:

:

:

:

:

:

:

15-cv-03773 [rel. 15-cv-03796] (LAK)

- - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - X

[PROPOSED] FINAL JUDGMENT

This matter came before the Court for hearing pursuant to this Court’s Order Granting

Conditional Class Certification and Providing for Notice dated _____________, 2017 (“Notice

and Scheduling Order”), and the Court having received declarations attesting to the mailing of

the Notice and the publication of the Summary Notice in accordance with the Notice and

Scheduling Order, on the application of the Settling Parties for approval of the settlement

(“Settlement”) set forth in the Stipulation of Settlement dated as of June 16, 2017 (“Stipulation”),


Exhibit B

- 2 -

the proposed Plan of Allocation of the Settlement proceeds, Lead Counsel’s application for an

award of attorneys’ fees and administrative expenses and, following a hearing on ____________,

2017 before this Court to consider the applications, all supporting papers and arguments of the

Settling Parties, the objections, supporting papers and arguments submitted by ____________,

and other proceedings held herein, and good cause appearing therefore,

IT IS HEREBY ADJUDGED, DECREED AND ORDERED:

1. This Final Judgment incorporates by reference the definitions in the Stipulation,

and all terms used herein shall have the same meanings as set forth in the Stipulation unless set

forth differently herein. The terms of the Stipulation are fully incorporated in this Final

Judgment as if set forth fully herein.

2. The Court has jurisdiction over the subject matter of this Action and all parties to

the Action, including all Settlement Class Members.

3. This Court finds that due and adequate notice was given of the Settlement, the

Plan of Allocation of the Settlement proceeds, and Lead Counsel’s application for an award of

attorneys’ fees and/or reimbursement of expenses, as directed by this Court’s Notice and

Scheduling Order, and that the forms and methods for providing such notice to Settlement Class

Members:

(a) constituted the best notice practicable under the circumstances, including

individual notice to all Settlement Class Members who could be identified

through reasonable effort;

(b) was reasonably calculated, under the circumstances, to apprise Settlement

Class Members of: (i) the proposed Settlement of this class action and the

right to exclude themselves from the Settlement Class; (ii) their right to


Exhibit B

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object to any aspect of the proposed Settlement, including the terms of the

Stipulation and the Plan of Allocation; (iii) their right to appear at the

Settlement Hearing, either on their own or through counsel hired at their

own expense, if they are not excluded from the Settlement Class; and (iv)

the binding effect of the proceedings, rulings, orders and judgments in this

Action, whether favorable or unfavorable, on all persons who are not

excluded from the Settlement Class;

(c) was reasonable and constituted due, adequate, and sufficient notice to all

persons entitled to be provided with notice; and

(d) fully satisfied all the applicable requirements of Rule 23 of the Federal

Rules of Civil Procedure, the Securities Exchange Act of 1933 (as

amended by the PSLRA), due process, and all other applicable laws.

4. Pursuant to Federal Rules of Civil Procedures 23(a) and (b)(3), and for settlement

purposes only, the Court hereby grants final certification of the Settlement Class consisting of all

Persons (other than those Persons who timely and validly requested exclusion from the

Settlement Class) who purchased or otherwise acquired CHC securities pursuant and/or traceable

to the Registration Statement and accompanying documents issued in connection with CHC’s

January 16, 2014 IPO including CHC’s securities purchased in the IPO on or about January 16,

2014 or purchased on the open market during the period from January 16, 2014 through July 10,

2014, inclusive. Excluded from the Settlement Class are Defendants, members of the Individual

Defendants’ Immediate Families, all current and former directors and officers of CHC during the

class period, any firm, trust, partnership, corporation, or other entity in which any Defendant has

a controlling interest and the legal representatives, affiliates, heirs, successors-in-interest or


Exhibit B

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assigns of any such excluded person or entity. The foregoing exclusion shall not cover

“Investment Vehicles,” which for these purposes shall mean any investment company, pooled

investment fund or separately managed account (including, but not limited to, mutual fund

families, exchange-traded funds, fund of funds, private equity funds, real estate funds, hedge

funds, and employee benefit plans) in which any Underwriter Defendant or any of its affiliates

has or may have a direct or indirect interest or as to which any Underwriter Defendant or any of

its affiliates may act as an investment advisor, general partner, managing member, or in other

similar capacity (other than an investment vehicle of which the Underwriter Defendant or any of

its affiliates is a majority owner or holds a majority beneficial interest and only to the extent of

such Underwriter Defendant’s or affiliate’s ownership or interest).

5. The Settlement Class excludes those Persons who timely and validly filed

requests for exclusion from the Settlement Class pursuant to the Notice sent to Settlement Class

Members as provided in this Court’s Notice and Scheduling Order. A list of such Persons who

filed timely, completed and valid requests for exclusion from the Settlement Class is attached

hereto as Exhibit 1. Persons who filed timely, completed and valid requests for exclusion from

the Settlement Class are not bound by this Final Judgment or the terms of the Stipulation, and

may pursue their own individual remedies against Defendants and the Released Persons. Such

persons are not entitled to any rights or benefits provided to Settlement Class Members by the

terms of the Stipulation.

6. With respect to the Settlement Class, the Court finds, for settlement purposes

only, that:

(a) the Settlement Class Members satisfy all of the requirements of Rule 23(a)

of the Federal Rules of Civil Procedure because:


Exhibit B

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(i) the members of the Settlements Class are so numerous that joinder

of all class members is impracticable;

(ii) there are questions of law and fact common to the Settlement Class;

(iii) the claims of the Lead Plaintiffs are typical of the claims of the

Settlement Class; and

(iv) Lead Plaintiffs and Lead Counsel will fairly and adequately

represent and protect the interests of all of the Settlement Class

Members;

(b) the Action satisfies the requirement of Federal Rule of Civil Procedure

23(b)(3) in that there are questions of law and fact common to the

Settlement Class Members that predominate over any questions affecting

only individual members, and that a class action is superior to other

available methods for the fair and efficient adjudication of the

controversy; and

(c) Lead Plaintiffs possess claims that are typical of the claims of Settlement

Class Members and that they have and will adequately represent the

interests of Settlement Class Members and appoints them as the

representatives of the Settlement Class, and appoints Lead Counsel as

counsel for the Settlement Class.

7. The Escrow Agent shall maintain the Settlement Fund in accordance with the

requirements set forth in the Stipulation. No Defendant, or any other Released Persons, shall

have any liability, obligation, or responsibility whatsoever for the administration of the

Settlement or disbursement of the Net Settlement Fund. Lead Counsel, Lead Plaintiffs, the


Exhibit B

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Escrow Agent, and the Claims Administrator shall have no liability to any Settlement Class

Member with respect to any aspect of the administration of the Settlement Fund, including, but

not limited to, the processing of Claim Forms and the distribution of the Net Settlement Fund to

Settlement Class Members.

8. Pursuant to Federal Rule of Civil Procedure 23(e), this Court hereby approves the

Settlement set forth in the Stipulation and finds that said Settlement, and all transactions

preparatory and incident thereto, is, in all respects, fair, reasonable, and adequate to, and is in the

best interests of, Plaintiffs and all Settlement Class Members based on, among other things: the

Settlement resulted from arm’s-length negotiations between the Settling Parties and/or their

counsel, with the assistance of an experienced mediator; the amount of the recovery for

Settlement Class Members is within the range of reasonableness given the strengths and

weaknesses of the claims and defenses thereto and the risks of nonrecovery and/or recovery of a

lesser amount than is represented through the Settlement by continued litigation through all

pretrial, trial and appellate procedures; and the recommendation of the Settling Parties, in

particular experienced Lead Counsel. Accordingly, the Settlement embodied in the Stipulation is

hereby approved in all respects and shall be consummated in accordance with its terms and

conditions. The Settling Parties are hereby directed to perform the terms of the Stipulation, and

the Clerk of the Court is directed to enter and docket this Final Judgment in this Action.

9. This Court hereby approves the Plan of Allocation as set forth in the Notice as fair

and equitable, and overrules all objections to the Plan of Allocation, if any, in their entirety. The

Court directs Lead Counsel and the Claims Administrator to proceed with the processing of

Proofs of Claim and the administration of the Settlement pursuant to the terms of the Plan of

Allocation and, upon completion of the claims processing procedure, to present to this Court a


Exhibit B

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proposed final distribution order for the distribution of the Net Settlement Fund to eligible

Settlement Class Members, as provided in the Stipulation and Plan of Allocation.

10. This Court hereby awards Lead Counsel reimbursement of their out-of-pocket

expenses in the amount of $____________________, and attorneys’ fees equal to ___% of the

balance of the Settlement Fund, with interest to accrue on all such amounts at the same rate and

for the same periods as has accrued by the Settlement Fund from the date of this Final Judgment

to the date of actual payment of said attorneys’ fees and expenses to Lead Counsel as provided in

the Stipulation. The foregoing amounts shall be paid to Lead Counsel from the Settlement Fund

pursuant to the terms of the Stipulation. The Court finds the amount of attorneys’ fees awarded

herein are fair and reasonable based on: (a) the work performed and costs incurred by Lead

Counsel; (b) the complexity of the case; (c) the risks undertaken by Lead Counsel and the

contingent nature of their employment; (d) the quality of the work performed by Lead Counsel in

this Action and their standing and experience in prosecuting similar class action securities

litigation; (e) awards to successful plaintiffs’ counsel in other, similar litigation; (f) the benefits

achieved for Settlement Class Members through the Settlement; and (g) the absence of a

significant number of objections from Settlement Class Members to either the application for an

award of attorneys’ fees or reimbursement of expenses to Lead Counsel. The Court also finds

that the requested reimbursement of expenses is proper as the expenses incurred by Lead

Counsel were reasonable and necessary in the prosecution of this Action on behalf of Settlement

Class Members.

11. Lead Counsel may apply, from time to time, for any fees and/or expenses incurred

by them solely in connection with the administration of the Settlement and distribution of the Net

Settlement Fund to Settlement Class Members.


Exhibit B

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12. All payments of attorneys’ fees and reimbursement of expenses to Lead Counsel

in the Action shall be made from the Settlement Fund, and the Released Persons shall have no

liability or responsibility for the payment of any of Lead Counsel’s attorneys’ fees or expenses

13. Pursuant to Federal Rule of Civil Procedure 23(c)(3), all Settlement Class

Members who have not filed timely, completed and valid requests for exclusion from the

Settlement Class are thus Settlement Class Members who are bound by this Final Judgment and

by the terms of the Stipulation.

14. The Released Persons are hereby released and forever discharged from any and all

of the Released Claims. As provided in the Stipulation:

(a) “Released Claims” means any and all claims, debts, demands, rights,

liabilities, and causes of action of every nature and description whatsoever

(including, but not limited to, any claims for damages, restitution,

rescission, disgorgement, interest, attorneys’ fees, expert or consulting

fees, and any other costs, expenses or liability whatsoever), whether based

on federal, state, local, statutory, common law, foreign law, or any other

law, rule or regulation, whether fixed or contingent, accrued or un-

accrued, liquidated or unliquidated, at law or in equity, matured or

unmatured, including, without limitation, claims arising under the

Securities Act and claims arising under the Securities Exchange Act of

1934, whether class or individual in nature, including both known claims

and Unknown Claims (as defined in ¶ 14(d)), whether or not concealed or

hidden, that (i) have been or could have been asserted in this Action or in

the Complaint by the Plaintiffs against any of the Released Persons (as


Exhibit B

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defined below), or (ii) could have been or in the future could be asserted in

any other forum, whether foreign or domestic, by the Plaintiffs and their

present or past heirs, executors, estates, administrators, predecessors,

successors, assigns, parents, subsidiaries, associates, affiliates, directors,

managing directors, officers, employees, partners, principals, agents,

members, managing members, controlling shareholders, attorneys,

accountants or auditors, financial and other advisors or consultants, banks

or investment bankers, personal or legal representatives, underwriters,

insurers, co-insurers, reinsurers, lenders, and any other representatives of

any of these persons and entities, against any of the Released Persons that

arise out of, or are based upon or related in any way to: (a) the allegations,

transactions, facts, matters or occurrences, representations or alleged

omissions involved in the Action, or set forth or referred to in the

Complaint, or (b) the purchase, acquisition, disposition, sale or retention

of, or other transaction in, CHC securities during the Settlement Class

Period, including, without limitation, claims that arise out of, are based

upon or relate to in any way any disclosures, Securities and Exchange

Commission filings, press releases, registration statements, offering

memoranda, or other public statements by, on behalf of, attributable to or

concerning CHC during the Class Period. “Released Claims” further

includes (i) any right to appeal the November 7, 2016 Order dismissing

the Complaint in its entirety and (ii) any and all claims arising out of,


Exhibit B

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based upon or related in any way to the settlement or resolution of the

Action, except for any alleged breaches of this Stipulation.

(b) “Released Persons” means each and all of the Defendants and their

Related Parties.

(c) “Related Parties” means, with respect to the Defendants, each and all of

their respective past or present, direct or indirect parents, subsidiaries,

affiliates, controlling or majority shareholders (including each member of

a control group), financial sponsors, successors and assigns, and each and

all of their respective past or present directors, officers, employees,

partners, members, principals, agents, underwriters, insurers, co-insurers,

reinsurers, controlling shareholders, attorneys, accountants, auditors,

financial or investment advisors or consultants, banks or investment

bankers, personal or legal representatives, predecessors, successors,

parents, subsidiaries, divisions, joint ventures, assigns, spouses, heirs,

executors, estates, administrators, related or affiliated entities, affiliated

funds, any entity in which a Defendant has a controlling interest, any

members of any Individual Defendant’s Immediate Family, or any trust of

which any Individual Defendant is the settlor or which is for the benefit of

any Individual Defendant or Individual Defendant’s Immediate Family.

(d) “Unknown Claims” means any claims that Lead Plaintiffs or any

Settlement

Class Member does not know or suspect to exist in his, her, or its favor at

the time of the release of the Released Persons that, if known by him, her,


Exhibit B

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or it, would or might have affected his, her, or its settlement with and

release of the Released Persons, or would or might have affected his, her,

or its decisions with respect to this settlement.

Lead Plaintiff and the Settlement Class Members are hereby deemed to affirm that no

fact, evidence, event or transaction currently unknown to them but that hereafter may become

known to them shall affect in any way or manner the final and unconditional nature of this

Release, and are further hereby deemed to have waived any rights they may have under

California Civil Code § 1542 as well as any other statutes or common law principles of similar

effect.

Lead Plaintiffs and Settlement Class Members may hereafter discover facts in addition to

or different from those which he, she, or it now knows or believes to be true with respect to the

subject matter of the Released Claims, but Lead Plaintiffs and each Settlement Class Member,

upon the Effective Date, shall by operation of this Final Judgment have, fully, finally, and

forever settled and released any and all Released Claims, known or unknown, suspected or

unsuspected, contingent or non-contingent, whether or not concealed or hidden, which now exist,

or heretofore have existed, upon any theory of law or equity now existing or coming into

existence in the future, including, but not limited to, conduct that is negligent, intentional, with or

without malice, or a breach of any duty, law or rule, without regard to the subsequent discovery

or existence of such different or additional facts.

15. All Settlement Class Members are hereby forever barred and enjoined from

asserting, instituting or prosecuting, directly or indirectly, any Released Claim in any court or

other forum against any of the Released Persons. All Settlement Class Members are bound by


Exhibit B

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paragraph 4.4 of the Stipulation and are hereby forever barred and enjoined from taking any

action in violation of that provision.

16. The Court hereby dismisses with prejudice the Action and all Released Claims

against each and all Related Persons. Such dismissal is without costs to any of the Settling

Parties as against the others, except as provided in the Stipulation.

17. Neither this Final Judgment, the Stipulation nor the settlement contained therein,

the Supplemental Agreement, nor any negotiations or proceedings connected thereto, nor any act

performed or document executed pursuant to or in furtherance of the Stipulation or the

settlement: (a) is or may be deemed to be or may be used as an admission of, or evidence of, the

validity of any Released Claim, or of any wrongdoing or liability of the Defendants; or (b) is or

may be deemed to be or may be used as an admission of, or evidence of, any fault or omission of

any of the Defendants in any civil, criminal, or administrative proceeding in any court,

administrative agency, or other tribunal; or (c) is admissible in any proceeding except an action

to enforce or interpret the terms of the Stipulation, the settlement contained therein, and any

other documents executed in connection with the performance of the agreements embodied

therein. Defendants and/or the other Released Persons may file the Stipulation and/or this Final

Judgment and Order in any action that may be brought against them in order to support a defense

or counterclaim based on the principles of res judicata, collateral estoppel, full faith and credit,

release, good faith settlement, judgment bar or reduction, or any other theory of claim preclusion

or issue preclusion or similar defense or counterclaim.

18. The Court finds that the complaints filed in the Action were filed on a good faith

basis in accordance with the Private Securities Litigation Reform Act of 1995, 15 U.S.C. § 77z-

1, et seq., as amended (“PSLRA”) and Rule 11 of the Federal Rules of Civil Procedure. The


Exhibit B

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Court further finds that during the course of the Action, the Settling Parties and their respective

counsel at all times complied with the requirements of Federal Rule of Civil Procedure 11.

19. Without affecting the finality of this Final Judgment in any way, this Court hereby

reserves and retains continuing jurisdiction over: (a) implementation and enforcement of any

award or distribution from the Settlement Fund or Net Settlement Fund; (b) disposition of the

Settlement Fund or Net Settlement Fund; (c) determining applications for payment of attorneys’

fees and/or expenses incurred by Lead Counsel in connection with administration and

distribution of the Net Settlement Fund; (d) payment of taxes by the Settlement Fund; (e) all

parties hereto for the purpose of construing, enforcing, and administering the Stipulation; and (f)

any other matters related to finalizing the Settlement and distribution of the proceeds of the

Settlement.

20. Neither appellate review nor modification of the Plan of Allocation set forth in the

Notice, nor any action in regard to the motion by Lead Counsel for attorneys’ fees and/or

reimbursement of expenses and the award of costs and expenses, shall affect the finality of any

other portion of this Final Judgment, nor delay the Effective Date of the Stipulation, and each

shall be considered separate for the purposes of appellate review of this Final Judgment.

21. In the event that the Settlement does not become Final in accordance with the

terms of the Stipulation or the Effective Date does not occur, or in the event that the Settlement

Fund, or any portion thereof, is returned to the Defendants’ insurer, then this Final Judgment

shall be rendered null and void to the extent provided by and in accordance with the Stipulation

and shall be vacated and, in such event, all orders entered and releases delivered in connection

herewith shall be null and void to the extent provided by and in accordance with the Stipulation.


Exhibit B

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22. This Final Judgment and Order is a final judgment in the Action as to all claims

asserted.

23. Without further approval from the Court, the settling Parties are hereby authorized

to agree to and adopt such amendments or modifications of the Stipulation or any exhibits

attached thereto to effectuate the Settlement that: (i) are not materially inconsistent with this

Final Judgment; and (ii) do not materially limit the rights of Settlement Class Members in

connection with the Settlement. Without further order of the Court, the settling Parties may agree

to reasonable extensions of time to carry out any of the provisions of the Stipulation.

IT IS SO ORDERED.

DATED: ________________, 2017 ____________________________________

THE HONORABLE LEWIS A. KAPLAN

UNITED STATES DISTRICT JUDGE


Exhibit B

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Exhibit 1 – Exclusions

1.


Errol Rudman, et al. v. CHC Group Ltd., et al. 15-CV...

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