Groupe Aeroplan Inc. Announces Additional Offering of 9% Senior Secured Notes Series 1 due 2012



    MONTREAL, April 24 /CNW Telbec/ - Groupe Aeroplan Inc. (TSX: AER) (the
"Corporation") announced today that it has entered into an underwriting
agreement with CIBC World Markets Inc. under which the Corporation will issue
an additional $25 million aggregate principal amount of 9% Senior Secured
Notes Series 1 maturing on April 23, 2012 (the "Additional Notes"). The
Additional Notes are part of the same series of 9% Senior Secured Notes Series
1 due 2012 (the "Notes") as offered under the Corporation's Prospectus
Supplement dated April 14, 2009 and shall have the same terms and conditions
as the $175 million aggregate principal amount of Notes offered thereunder.
This offering of Additional Notes is expected to close on April 30, 2009,
subject to customary closing conditions. Following the closing of this
offering, the Corporation will have $200 million aggregate principal amount of
Notes issued and outstanding.
    The Notes bear interest at the rate of 9% per annum and the interest on
the Notes is payable semiannually in arrears on April 23 and October 23 of
each year, commencing on October 23, 2009. The Notes are secured by certain
present and future undertakings, property and assets of the Corporation and
certain of its subsidiaries, and are 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- with a stable outlook by Standard & Poors Ratings
Services. Net proceeds from the offering of Additional Notes will be used for
the prepayment of a portion of the amended and restated bridge facility of the
Corporation entered into on June 25, 2008 and which matures (prior to the
exercise of any extension options) on June 19, 2009 and for general corporate
purposes.
    The Additional 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 Additional Notes which will be filed
by the Corporation with the securities regulatory authorities in all provinces
and territories in Canada.
    The Additional 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, dependency on top four commercial partners that purchase
loyalty marketing services, including Aeroplan Miles, Air Canada or travel
industry disruptions, Air Canada liquidity issues, 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
April 24, 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 worldwide
services to retailers and their suppliers. For more information about Groupe
Aeroplan, please visit www. groupeaeroplan.com.




For further information:

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


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