EXHIBIT 99.3
INSTRUCTIONS TO REGISTERED HOLDER AND/OR
DTC PARTICIPANT FROM BENEFICIAL OWNER OF
7 3/8% SENIOR SUBORDINATED NOTES DUE 2014
(CUSIP NUMBER 12541C AE 4 OR C2387X AC 7)
OF
CHC HELICOPTER CORPORATION
To Registered Holder and/or DTC Participant:
The undersigned hereby acknowledges receipt of the Prospectus dated
October 13, 2005 (the "Prospectus") of CHC Helicopter Corporation, a corporation
organized under the federal laws of Canada ("CHC"), and the accompanying Letter
of Transmittal (the "Letter of Transmittal") that together constitute CHC's
offer (the "Exchange Offer") to exchange 7 3/8% Senior Subordinated Notes due
2014 (the "New Notes") that have been registered under the Securities Act of
1933, as amended (the "Securities Act") for any and all of its outstanding
7 3/8% Senior Subordinated Notes due 2014 (the "Old Notes") that have not been
registered under the Securities Act. Capitalized terms used but not defined in
these instructions have the meanings ascribed to them in the Prospectus.
This will instruct you, the registered holder and/or DTC participant, as
to action to be taken by you relating to the Exchange Offer with respect to the
Old Notes held by you for the account of the undersigned.
The aggregate face amount of the Old Notes held by you for the account
of the undersigned is (FILL IN AMOUNT):
$ ________ of the 7 3/8% Senior Subordinated Notes due 2014.
With respect to the Exchange Offer, the undersigned hereby instructs you
(CHECK APPROPRIATE BOX):
[ ] TO TENDER the following aggregate principal amount of Old Notes held
by you for the account of the undersigned (INSERT PRINCIPAL AMOUNT OF
OLD NOTES TO BE TENDERED, IF ANY):
$ ________ of the 7 3/8% Senior Subordinated Notes due 2014;
[ ] NOT TO TENDER any Old Notes held by you for the account of the
undersigned.
If the undersigned instructs you to tender the Old Notes held by you for
the account of the undersigned, it is understood that you are authorized:
(a) to make on behalf of the undersigned (and the undersigned, by its
signature below, hereby makes to you), the representations and
warranties contained in the Letter of Transmittal that are to be
made with respect to the undersigned as a beneficial owner,
including but not limited to the representations and warranties
that:
(i) the undersigned's principal residence is in the state of
(FILL IN STATE) ________________ ,
(ii) the undersigned has full power and authority to tender,
exchange, assign and transfer the Old Notes being tendered;
(iii) when the Old Notes are accepted for exchange as
contemplated in the Letter of Transmittal, CHC will acquire good and
unencumbered title to such Old Notes, free and clear of all security
interests, liens, restrictions, charges, encumbrances, conditional sale
agreements or other obligations relating to their sale or transfer and
adverse claims;
(iv) the New Notes being acquired pursuant to the Exchange Offer
are being acquired in the ordinary course of business of the undersigned
or of any other person receiving New Notes pursuant to the Exchange
Offer through the undersigned, whether or not that person is the holder
of Old Notes;
(v) neither the undersigned nor any other person acquiring the
New Notes pursuant to the Exchange Offer through the undersigned,
whether or not that person is the holder of Old Notes, has an
arrangement or understanding with any other person to participate in a
distribution (within the meaning of the Securities Act) of the New
Notes;
(vi) neither the undersigned nor any other person acquiring the
New Notes pursuant to the Exchange Offer through the undersigned,
whether or not that person is the holder of Old Notes, is an
"affiliate," as that term is defined in Rule 405 under the Securities
Act, of CHC or, if it is an affiliate, it will comply with the
registration and prospectus delivery requirements of the Securities Act
to the extent applicable; and
(vii) if the undersigned is not a broker-dealer, neither the
undersigned nor any other person acquiring the New Notes pursuant to the
Exchange Offer through the undersigned, whether or not that person is
the holder of Old Notes, is engaged in or intends to engage in, a
distribution (within the meaning of the Securities Act) of the New
Notes.
If any of the foregoing representations and warranties are not true,
then the undersigned is not eligible to participate in the Exchange Offer,
cannot rely on the interpretations of the staff of the Securities and Exchange
Commission in connection with the Exchange Offer and must comply with the
registration and prospectus delivery requirements of the Securities Act in
connection with the resale of the New Notes.
If the undersigned instructs you to tender the Old Notes held by you for
the account of the undersigned, it is understood that you are authorized to make
on behalf of the undersigned (and the undersigned, by its signature below,
hereby makes to you), the representation and warranty that if any of the
undersigned or any other person acquiring the New Notes pursuant to the Exchange
Offer through the undersigned, whether or not that person is the holder of Old
Notes, is a broker-dealer that will receive New Notes for its own account in
exchange for Old Notes that were acquired as a result of market-making
activities or other trading activities, and the acknowledgement that it will
deliver a prospectus meeting the requirements of the Securities Act in
connection with any resale of New Notes pursuant to the Exchange Offer. By
acknowledging that it will deliver and by delivering a prospectus, a
broker-dealer will not be deemed to admit that it is an "underwriter" within the
meaning of the Securities Act.
(b) to agree, on behalf of the undersigned, as set forth in the Letter
of Transmittal; and
(c) to take any other action as necessary under the Prospectus or the
Letter of Transmittal to effect the valid tender of the Old Notes.
SIGN HERE
Name of Beneficial Owner(s): --------------------------------------------------
Signature(s): -----------------------------------------------------------------
Name (please print): -----------------------------------------------------------
Address: -----------------------------------------------------------------------
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
Telephone Number: -------------------------------------------------------------
Taxpayer Identification or Social Security Number: -----------------------------
Date: -------------------------------------------------------------------------
2