Groupe Aeroplan Inc. Announces $150 Million Senior Secured Notes Offering



    MONTREAL, Aug. 27 /CNW Telbec/ - Groupe Aeroplan Inc. (TSX: AER) (the
"Corporation") announced today that it has entered into an underwriting
agreement with a syndicate of underwriters under which the Corporation will
issue $150 million principal amount of 7.9% Senior Secured Notes Series 2
maturing on September 2, 2014 (the "Notes"). The offering of the Notes is
expected to close on September 2, 2009, subject to customary closing
conditions.
    The syndicate of underwriters is led by CIBC World Markets Inc. and TD
Securities Inc. and includes RBC Dominion Securities Inc., BMO Nesbitt Burns
Inc., National Bank Financial Inc., Scotia Capital Inc. and Dundee Securities
Corporation.
    The Notes will bear interest at the rate of 7.9% per annum and the
interest on the Notes will be payable semi-annually in arrears on March 2 and
September 2 of each year, commencing on March 2, 2010. The Notes will be
secured by certain present and future undertakings, property and assets of the
Corporation and certain of its subsidiaries, and will be direct secured debt
obligations of the Corporation ranking equally and pari passu, including with
respect to security interests, with all other present and future
unsubordinated indebtedness for borrowed money of the Corporation or Aeroplan
Canada Inc., as the case may be.
    The Notes have been assigned credit ratings of BBB with a stable trend by
DBRS Limited and BBB- by Standard & Poors Ratings Services.
    Net proceeds from the offering will be used as follows: $100,000,000 for
the prepayment of the bank bridge facility entered into on June 12, 2009 and
which matures (prior to the exercise of any extension options) on December 19,
2009; $25,000,000 for the repayment of a portion of the amount outstanding
under the bank term facility entered into on June 12, 2009; and the balance
for general corporate purposes.
    The Notes are being offered publicly in Canada pursuant to the Amended
and Restated Short Form Base Shelf Prospectus dated March 26, 2009 and a
Prospectus Supplement relating to the Notes which will be filed by the
Corporation with the securities regulatory authorities in all provinces and
territories in Canada.
    The Notes have not been and will not be registered under the United
States Securities Act of 1933, as amended, and any state securities laws, and
may not be offered, sold or delivered within the United States or to, or for
the account or benefit of, U.S. persons except in transactions exempt from the
registration requirements of the United States Securities Act of 1933 and
applicable state securities laws. This news release shall not constitute an
offer to sell or the solicitation of an offer to buy, nor shall there be any
sale of the Additional Notes in any state in which such offer, solicitation or
sale would be unlawful.

    Caution Concerning Forward-Looking Statements

    Certain statements in this news release may contain forward-looking
statements. Forward-looking statements, by their nature, are based on
assumptions and are subject to important risks and uncertainties. Any
forecasts or forward-looking predictions or statements cannot be relied upon
due to, amongst other things, changing external events and general
uncertainties of the business and its corporate structure. Results indicated
in forward-looking statements may differ materially from actual results for a
number of reasons, including without limitation, risks related to the business
and the industry, Air Canada liquidity issues, dependency on top four
commercial partners that purchase loyalty marketing services, including
Aeroplan Miles, Air Canada or travel industry disruptions, airlines industry
changes and increased airline costs, reduction in activity, usage and
accumulation of Aeroplan Miles, retail market/economic downturn, greater than
expected redemptions for rewards, industry competition, supply and capacity
costs, unfunded future redemption costs, failure to safeguard databases and
consumer privacy, consumer privacy legislation, changes to the Aeroplan and
Nectar Programs, seasonal nature of the business, other factors and prior
performance, regulatory matters, VAT appeal, reliance on key personnel, labour
relations and pension liability, technological disruptions and inability to
use third party software, failure to protect intellectual property rights,
currency fluctuations, interest rate and currency fluctuations, leverage and
restrictive covenants in current and future indebtedness, dilution of the
Corporation's shareholders, uncertainty of dividend payments, level of
indebtedness-refinancing risk, managing growth, as well as the other factors
identified throughout the Management Discussion & Analysis on file with the
Canadian Securities regulatory authorities. The forward-looking statements
contained in this discussion represent the Corporation's expectations as of
August 27, 2009, and are subject to change after such date. However, the
Corporation disclaims any intention or obligation to update or revise any
forward-looking statements whether as a result of new information, future
events or otherwise, except as required under applicable securities
regulations.

    About Groupe Aeroplan Inc.

    Groupe Aeroplan Inc. is a leading international loyalty management
corporation. Groupe Aeroplan owns Aeroplan, Canada's premier loyalty program
and Nectar, the United Kingdom's leading coalition loyalty program. In the
Gulf Region, Groupe Aeroplan owns 60 per cent of Rewards Management Middle
East, the operator of Air Miles programs in the United Arab Emirates, Qatar
and Bahrain. Groupe Aeroplan also operates LMG Insight & Communication, a
customer-driven insight and data analytics business offering international
services to retailers and their suppliers.

    For more information about Groupe Aeroplan, please visit www.
groupeaeroplan.com.
    %SEDAR: 00027127EF




For further information:

For further information: Media: Michèle Meier, (514) 205-7028,
michele.meier@aeroplan.com; JoAnne Hayes, (416) 352-3706,
joanne.hayes@aeroplan.com; Analysts: Trish Moran, (416) 352-3728,
trish.moran@aeroplan.com


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