QUEBEC CITY, QC, March 19 /CNW Telbec/ - Amadeus International Inc.
(TSX Venture: Aii and Aii.RT) ("Amadeus" or "the Company") today announced
that it filed its Rights Offering and Convertible notes exchange Short Form
Prospectus on Friday, March 16, 2007.
Amadeus is distributing (the "Offering") transferable rights (the
"Rights") to holders of its outstanding common shares (the "Common Shares") of
record at the close of business (Québec time) on March 27, 2007 (the "Record
Date"). For each common share held on the record date, a holder thereof is
entitled to 9.128 rights, which can be exercised or traded on the TSX Venture
Exchange under the symbol Aii.RT. One right entitles the holder to purchase
one common share at a price of $0.25 per share, and this, before 5:00 PM
(Québec time) on April 20, 2007 (the "Expiry Date"). After the expiry date,
any unexercised rights will be void and without value.
The maximum number of units issuable on the exercise of the rights is
16,000,000, for maximum gross proceeds of $4,000,000. As previously announced
in a press release dated February 26, 2007, Amadeus has already received
irrevocable commitments from investors to guarantee the Rights Offering, for
an aggregate number of 6,000,000 shares totalling $1,500,000.
In fiscal years 2003 and 2006, the Company issued convertible notes, a
face value of $2,950,000. The conversion price of the convertible notes issued
in June 2003 was $8.26 per share (post-consolidation), whereas for those
issued in February 2006, the conversion price was $3.00 per share
(post-consolidation). These convertible notes were bearing interest and
included the issuance of warrants in favour of notes holders.
According to the Rights Offering plan, holders of convertible notes
agreed: (i) relinquish interest payments, starting July 1, 2006 for the
debentures issued February 2006, and starting December 1, 2006 for the
debentures issued June 2003, therefore resulting in no outstanding balance
due, and; (ii) to void their warrants that aggregated to a total of 2,200,000
(pre-consolidation). The conversion price of the convertible notes was
adjusted to $0.25 per share (post-consolidation), i.e. the same price as the
Rights Offering share price. Upon completion of all phases of the Rights
Offering, notes holders have agreed to convert their convertible notes into
common shares, providing that all convertible notes are converted.
For investment purposes, amended convertible notes and underlying shares
will be qualified under a short form prospectus.
Upon completion and closing of the Rights Offering, the amount of capital
owed under the provisions of the Convertible notes will be converted into
common shares, against the issuance of 11,800,000 common shares. As a result
of this operation, Société Innovatech Québec et Chaudière-Appalaches will hold
more than 20% of the Company's issued and outstanding shares on a non-diluted
The foregoing is subject to final approval from the TSX Venture Exchange
and other applicable regulatory authorities.
About Amadeus International Inc.
Amadeus International is a pioneer and leader in compliance process
control solutions. Its flagship product, eQCM(R), is a flexible, Web-based
integrated suite of applications that allow organizations to help manage and
control compliance and quality by automating processes such as document
management, CAPA, nonconformances, customer satisfaction, audits, and other
related quality and business processes. The application suite is coupled with
powerful business intelligence capabilities, enterprise content management,
and related technologies that help organizations achieve sustained compliance.
Amadeus International's global headquarters are located in Quebec City,
Canada. Amadeus' solutions are distributed across four continents.
- The TSX Venture Exchange Inc. does not accept responsibility for the
adequacy or accuracy of this release.
- Any statement that appears prospective shall not be interpreted as
For further information:
For further information: Frédéric Garand, Chief Financial Officer, (418)
525-0606, ext. 2268, firstname.lastname@example.org; Manon Rouillier,
Marketing and Communications Director, (418) 525-0606, ext. 2231,