UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d)

of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): September 1119, 2013

Commission File Number: 333-188927

CHC Helicopter S.A.

(Exact name of registrant as specified in its charter)

Luxembourg N/A (State or other jurisdiction of ~~incorporation or organization)~~ (I.R.S. Employer incorporation or organization) Identification No.)

4740 Agar Drive

Richmond, BC V7B 1A3, Canada

(Address of principal executive offices, zip code)

(604) 276-7500

(Registrant’s telephone number, including area code)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

¨	Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

¨	Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

¨	Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

¨	Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Item 28.0201 ~~Results~~Other ~~of Operations and Financial Condition~~Events.

On September 1119, 2013, CHC Group Ltd., an indirect parent of CHC Helicopter S.A. ~~(the~~, ~~“Company”)~~ issued a press release ~~reporting~~announcing ~~its~~it ~~financial~~has ~~results~~filed ~~for~~a registration statement with the ~~first~~Securities ~~quarter~~and ofExchange ~~fiscal~~Commission ~~year~~that ~~2014~~has ~~ended~~not ~~July 31,~~become ~~2013.~~effective ~~The~~for ~~press~~a ~~release~~proposed isinitial ~~attached~~public tooffering ~~this~~of ~~Current~~its ~~Report~~ordinary onshares. A ~~Form~~copy ~~8-K~~of this press release is attached as Exhibit 99.1.

OnThe ~~September 12,~~ordinary ~~2013,~~shares ~~the~~may ~~Company~~not ~~will~~be ~~conduct~~sold anor ~~properly~~may ~~noticed~~offers ~~conference call~~ to ~~discuss~~buy ~~its~~be ~~results~~accepted ofprior ~~operations~~to ~~for~~ the ~~first~~time ~~quarter of fiscal year 2014 ended July 31, 2013 and to answer any questions raised by~~ the ~~call’s~~registration ~~audience~~statement becomes effective.

The ~~conference~~press ~~call~~release ~~will~~by beCHC ~~held~~Group onLtd. ~~September 12~~was for informational purposes only, did not and does not constitute an offer to sell or the solicitation ~~2013~~of atan 5offer ~~p.m.~~to ~~(Eastern~~buy, ~~Time)~~nor ~~and~~will ~~can~~there be ~~accessed~~any ~~via~~sale ~~telephone~~of assuch ~~follows:~~securities in any state in which such an offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such state.

~~Phone:~~The +1ordinary ~~201-689-8565~~shares being offered by CHC Group Ltd. have not been approved or disapproved by any regulatory authority, nor has any such authority passed upon the accuracy or adequacy of the registration statement, or the prospectus that it contains.

~~Conference~~Cautionary ~~ID:~~Note ~~418512~~on Forward-Looking Statements

~~Bondholders~~The ~~and~~press ~~analysts~~release ~~wishing~~contains forward-looking statements, including statements relating to CHC Group Ltd.’s expectations regarding the ~~participate~~completion inand timing of the ~~call~~proposed initial public offering. These statements are ~~invited~~subject to ~~contact~~significant ~~Investor~~risks ~~Relations~~and atuncertainties, +1and ~~604-247-7052~~actual orresults ~~via~~could ~~email~~differ tomaterially ~~investor@chc~~from those projected.ca These risks and uncertainties include, without limitation, risks and uncertainties related to ~~receive~~market aconditions ~~toll-free~~and ~~dial-in~~satisfaction ~~number~~of customary closing conditions related to the public offerings. ~~Requests~~There ~~should~~can be ~~made~~ no ~~later~~assurance ~~than~~that ~~noon~~CHC ~~(Eastern~~Group ~~Time)~~Ltd. onwill ~~Thursday,~~be ~~September 12,~~able to complete an initial public offering. ~~2013~~Additional risks and uncertainties relating to CHC Group Ltd. ~~All~~and ~~participants~~its ~~will~~business can be ~~asked~~found in the “Risk Factors” section of the prospectus related to ~~register~~the proposed offering, contained in the registration statement filed with the ~~conference~~SEC. Neither of CHC Helicopter S.A. or CHC Group Ltd. undertakes no duty or obligation to update any forward-~~call~~looking ~~operator~~statements contained in the press release as a result of new information, future events or changes in either CHC Helicopter’s or CHC Group Ltd.’s expectations.

Participants are encouraged to dial in 15 minutes before the start of the conference call to secure a line. To view a webcast of the slides, please visit the Investor Relations section of the Company’s website at www.chc.ca/AboutCHC/InvestorRelations.

An archived replay of the conference call will be available at the Investor Relations section of the Company’s website at www.chc.ca/AboutCHC/InvestorRelations.

The information contained in this report and the attached press release is “furnished” but not “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended.

Cautionary Note on Forward Looking Statements:

This Current Report on Form 8-K and the press release attached as Exhibit 99.1 hereto contain forward-looking statements and information within the meaning of certain securities laws, including the “safe harbor” provision of the United States Private Securities Litigation Reform Act of 1995 and any applicable Canadian securities legislation. All statements, other than statements of historical fact included in this Current Report on Form 8-K and the press release attached as Exhibit 99.1 hereto, regarding our strategy, future operations, projections, conclusions, forecasts and other statements are “forward-looking statements”. While these forward-looking statements represent our best current judgment, the actual results could differ materially from the conclusions, forecasts or projections contained in the forward-looking information. Certain material factors or assumptions were applied in drawing a conclusion or making a forecast or projection in the forward-looking information contained herein. Such factors include, but are not limited to, the following: competition in the markets we serve, long-term support contracts, failure to maintain standards of acceptable safety performance, political, economical, and regulatory uncertainty, problems with our non-wholly owned entities, including potential conflicts with the other owners of such entities, exposure to credit risks, inability to fund our working capital requirement, risks inherent in the operation of helicopters, unanticipated costs or cost increases associated with our business operations, exchange rate fluctuations, trade industry exposure, inflation, inability to maintain government issued licenses, inability to obtain necessary aircraft or insurance, loss of key personnel, work stoppages due to labor disputes, and future material acquisitions. Should one or more of these risks or uncertainties materialize, or should underlying assumptions prove incorrect, actual outcomes may vary materially from those indicated. The Company disclaims any intentions or obligations to update or revise any forward-looking information, whether as a result of new information, future events or otherwise. Please refer to our annual report on Form 10-K, our quarterly reports on Form 10-Q, and our other filings, in particular any discussion of risk factors or forward-looking statements, which are filed with the SEC and available at the SEC’s website (www.sec.gov), for a full discussion of the risks and other factors that may impact any estimates or forward-looking statements made herein.

Item 9.01

Financial Statements and Exhibits.

(d)

Exhibits.

The following exhibit is attached to this Current Report on Form 8-K:

ExhibitNumber		Description
Exhibit Number		Description
99.1		Press Release ~~announcing~~dated ~~CHC~~September ~~Helicopter’s~~19, ~~First Quarter Fiscal 2014 Results~~2013.

SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.


CHC Helicopter S.A.

By:		/s/ Russ Hill
Name:		Russ Hill
Title:		Authorized Signatory

Date: September 1120, 2013

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