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): ~~December~~January 116, ~~2013~~2014

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

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 ~~December~~January 116, ~~2013~~2014, CHC ~~Helicopter~~Group SLtd.A. (~~the~~ “~~Company~~CHC”), an indirect parent of CHC Helicopter S.A., issued a press release ~~reporting~~announcing ~~its~~it ~~financial~~has ~~results~~commenced ~~for~~an ~~the~~initial ~~second~~public ~~quarter~~offering of ~~fiscal~~29,412,000 ~~year~~of ~~2014~~its ~~ended~~ordinary ~~October 31~~shares, ~~2013~~all of which will be offered by CHC. The ~~press~~IPO ~~release~~price is ~~attached~~currently expected to ~~this~~be ~~Current~~between ~~Report~~$16.00 onand ~~Form~~$18.00 ~~8-K~~per asshare. To ~~Exhibit~~the 99extent that the underwriters sell more than the allotted ordinary shares, the underwriters will have the option to purchase up to an additional 4,411,800 ordinary shares from CHC at the IPO price, less underwriting discounts.1.

OnThe ~~December 12,~~ordinary ~~2013,~~shares ~~the~~have ~~Company~~been ~~will~~approved ~~conduct~~for alisting ~~properly~~on ~~noticed~~the ~~conference~~New ~~call~~York toStock ~~discuss~~Exchange ~~its~~and, ~~results~~subject ofto ~~operations~~the ~~for~~completion of the ~~second~~offering ~~quarter~~and ofcompliance ~~fiscal~~with certain ~~year~~conditions, ~~2014~~will ~~ended~~be ~~October 31,~~traded ~~2013~~under ~~and~~the tosymbol ~~answer~~“HELI.” ~~any~~CHC ~~questions~~expects ~~raised~~to byuse the ~~call’s~~proceeds ~~audience~~to repay certain debt of CHC Helicopter S.A. and for general corporate purposes.

~~The~~A ~~conference~~copy ~~call~~of ~~will~~this bepress ~~held~~release ~~on December 12,~~is ~~2013~~attached atas ~~5 p~~Exhibit 99.m1. ~~(Eastern Time) and can be accessed via webcast at www.chc.ca/AboutCHC/InvestorRelations and clicking on the webcast link.~~

~~Bondholders~~The ~~and~~ordinary ~~analysts~~shares ~~wishing~~may tonot ~~participate~~be insold ~~the~~nor ~~call~~may ~~are~~offers ~~invited~~ to ~~contact~~buy ~~Investor~~be ~~Relations~~accepted atprior ~~+1 604-247-7052 or via email~~ to ~~investor@chc.ca~~the ~~to receive~~time athe ~~toll-free~~registration ~~dial-in~~statement ~~number.~~becomes ~~Requests should be made no later than noon (Eastern Time) on Thursday, December 12, 2013~~effective. ~~All participants will be asked to register with the conference-call operator.~~

~~Participants~~The ~~are~~press ~~encouraged~~release toby ~~dial~~CHC inwas 15for ~~minutes~~informational ~~before~~purposes ~~the~~only, ~~start~~did ofnot ~~the~~and ~~conference~~does ~~call~~not toconstitute ~~secure~~an aoffer ~~line.~~to Tosell ~~view~~or athe ~~webcast~~solicitation of ~~the~~an ~~slides,~~offer ~~please~~to ~~visit~~buy, ~~the~~nor ~~Investor~~will ~~Relations~~there ~~section~~be any sale of such securities in any state in which such an offer, solicitation or sale would be unlawful prior to registration or qualification under the ~~Company’s~~securities ~~website~~laws atof ~~www~~any such state.~~chc.ca/AboutCHC/InvestorRelations.~~

AnThe ~~archived~~ordinary ~~replay~~shares ofbeing ~~the~~offered ~~conference~~by ~~call~~CHC ~~will~~have ~~be available~~not atbeen ~~the~~approved ~~Investor~~or ~~Relations~~disapproved ~~section~~by any regulatory authority, nor has any such authority passed upon the accuracy or adequacy of the ~~Company’s~~registration ~~website~~statement, ator ~~www~~the prospectus that it contains.~~chc.ca/AboutCHC/InvestorRelations.~~

~~The~~Cautionary ~~information~~Note ~~contained~~on inForward-Looking ~~this report~~Statements ~~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~~The ~~Note~~press onrelease ~~Forward~~contains ~~Looking~~forward-looking ~~Statements:~~statements, including statements relating to CHC helicopter S.A.’s or CHC Group Ltd.’s expectations regarding the completion and timing of the proposed initial public offering. These statements are subject to significant risks and uncertainties, and actual results could differ materially from those projected. These risks and uncertainties include, without limitation, risks and uncertainties related to market conditions and satisfaction of customary closing conditions related to an initial public offering. There can be no assurance that CHC Group Ltd. will be able to complete an initial public offering. Additional risks and uncertainties relating to CHC Group Ltd. and its business can be found in the “Risk Factors” section of the prospectus related to the proposed offering, contained in the registration statement filed with the SEC. Neither of CHC Helicopter S.A. or CHC Group Ltd. undertakes any duty or obligation to update any forward-looking 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.

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 obtain or maintain government issued licenses and permits, inability to obtain or maintain 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
99.1		Press Release ~~announcing~~dated ~~CHC~~January ~~Helicopter’s~~6, ~~Second Quarter Fiscal~~ 2014 ~~Results~~.

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: ~~December~~January 116, ~~2013~~2014

Filing Compare · CHC Helicopter S.A.