MONTREAL, March 2 /CNW Telbec/ - ACE Aviation Holdings Inc. (ACE)
announced today the terms of a second special distribution to its shareholders
under the statutory arrangement approved by ACE's shareholders at the special
meeting held on October 5, 2006. The arrangement grants authority to the board
of directors of ACE to make from time to time special distributions in an
aggregate amount of up to $2 billion by way of reduction of the stated capital
of the Class A variable voting shares, Class B voting shares and the preferred
shares of ACE.
ACE shareholders as of the close of business on March 14, 2007 will be
entitled to receive a non-cash distribution of approximately 0.177 units of
Aeroplan Income Fund and of approximately 0.219 units of Jazz Air Income Fund
per Class A variable voting share, Class B voting share and preferred share
(on an as converted basis) of ACE such that ACE shareholders will hold such
units directly rather than indirectly through ACE. Based on closing prices of
$19.85 per unit of Aeroplan Income Fund and of $8.04 per unit of Jazz Air
Income Fund on the Toronto Stock Exchange on March 1, 2007, the distribution
is valued at approximately $603 million or approximately $5.29 per ACE share.
The units of Aeroplan Income Fund to be distributed by ACE to its
shareholders are part of ACE's current holdings of 60,012,667 units of
Aeroplan Income Fund. For the purpose of the special distribution, ACE will
exchange on March 14, 2007, 25,000,000 units of Jazz Air LP into 25,000,000
units of Jazz Air Income Fund.
Due to restrictions applicable to Aeroplan Income Fund and Jazz Air
Income Fund pursuant to United States securities legislation, U.S.
shareholders of ACE will receive units of Aeroplan Income Fund and units of
Jazz Air Income Fund only if they complete and submit a certification
attesting that they are "qualified purchasers" for the purposes of the United
States Investment Company Act of 1940 and institutional "accredited investors"
for the purposes of Rules 501 (a) (1), (2), (3), or (7) of Regulation D under
the United States Securities Act of 1933. A form of certification will be
mailed to U.S. registered shareholders by CIBC Mellon Trust Company, ACE's
transfer agent, prior to the record date for the distribution. U.S.
shareholders holding their ACE shares through a broker or other intermediary
will not receive a form of certification directly from ACE or its transfer
agent and should contact their broker or other intermediary to confirm if they
meet the above requirements. U.S. shareholders that do not satisfy such
requirements or that do not submit a properly completed certification on or
prior to March 21, 2007 will receive the net cash proceeds after expenses of
the sale on their behalf of the units of Aeroplan Income Fund and Jazz Air
Income Fund which such shareholders would otherwise have been entitled to
Fractional interests in units of Aeroplan Income Fund and Jazz Air Income
Fund, as well as the units that would otherwise be distributed to ACE
registered shareholders holding less than 282 shares of ACE as of the close of
business on March 14, 2007 will be sold on their behalf and the net cash
proceeds after expenses will be paid to the shareholders entitled thereto.
As of the close of business on March 14, 2007, ACE will remit the units
of Aeroplan Income Fund and Jazz Air Income Fund that are being distributed to
CIBC Mellon Trust Company as agent for the shareholders of ACE pending
delivery of the units to the shareholders or sale of the units on their
Unit certificates representing the units of Aeroplan Income Fund and the
units of Jazz Air Income Fund and/or cheques representing the net cash
proceeds of the sale of units to which registered shareholders of ACE are
entitled will be mailed by CIBC Mellon Trust Company by ordinary prepaid post
on or about March 28, 2007 without any action on the part of shareholders of
ACE other than the U.S. shareholders as indicated above. The units of Aeroplan
Income Fund and Jazz Air Income Fund and/or the net cash proceeds of the sale
of units to be distributed to non-registered shareholders of ACE will be
credited to their account with their broker or other intermediary.
ACE has not sought a ruling or an opinion of the Canada Revenue Agency in
connection with this special distribution but has received an opinion from its
legal and tax advisors to the effect that the special distribution will be
treated as a return of stated capital and not as a taxable dividend. As a
result, the adjusted cost base to ACE shareholders of their ACE shares for
Canadian tax purposes will be reduced by an amount equal to the fair market
value, as of the record date, of the units of Aeroplan Income Fund and Jazz
Air Income Fund. The cash proceeds received as a result of the special
distribution by an ACE shareholder resident in the United States will be
exempt from Canadian withholding tax.
ACE shareholders should consult with their own tax advisors to determine
the tax consequences to them of the special distribution having regard to
their particular circumstances.
In connection with the special distribution, the conversion rate of ACE's
4.25% Convertible Senior Notes Due 2035 (TSX: ACE.NT.A) will be adjusted
downward in accordance with the terms of the trust indenture governing the
convertible senior notes. The details of the adjustment will be announced by
subsequent news release.
On the record date, ACE will exchange its remaining 40,545,835 units of
Aeroplan LP into 40,545,835 units of Aeroplan Income Fund for internal
reorganization purposes. Further to such exchange, Aeroplan Income Fund will
have 200,000,000 units issued and outstanding, of which 80,285,585 units will
be held by ACE, representing 40.1% of the units of Aeroplan Income Fund issued
and outstanding. In connection with this exchange, ACE, Aeroplan Trust and
Aeroplan Holding GP Inc. have agreed to amend the terms of the
Securityholders' Agreement dated June 29, 2005 to reflect ACE's indirect
interest in Aeroplan Holding GP Inc. and maintain various rights of ACE
thereunder on the basis of the percentage of outstanding units of Aeroplan
Income Fund held by ACE rather than on the shares of Aeroplan Holding GP Inc.
as is currently the case. ACE will therefore continue to have the right to
appoint the majority of the directors of Aeroplan Holding GP Inc. for as long
as it holds at least 20% of the units of Aeroplan Income Fund
Concurrently, ACE will also exchange an additional 25,000,000 units of
Jazz Air LP into 25,000,000 units of Jazz Air Income Fund for internal
corporate reorganization purposes. Further to such exchange and the special
distribution to ACE's shareholders, Jazz Air Income Fund will have 75,638,223
units issued and outstanding and will hold a 61.6% interest in Jazz Air LP.
ACE will retain a 38.4% direct interest in Jazz Air LP and will hold
25,000,000 units of Jazz Air Income Fund, representing 33.1% of units issued
and outstanding. In total, ACE will retain a 58.8% interest in Jazz Air LP.
For more information concerning the plan of arrangement and the special
distribution of units of Aeroplan Income Fund and Jazz Air Income Fund, ACE
shareholders may consult the management proxy circular dated August 31, 2006
available on ACE's website at www.aceaviation.com or at www.sedar.com. ACE
shareholders who have questions may contact ACE's Investor Relations
department at (514) 422-7837, or CIBC Mellon Trust Company, ACE's transfer
agent and registrar at 1-800-387-0825.
CAUTION REGARDING FORWARD-LOOKING INFORMATION
Certain statements in this news release may contain forward-looking
statements. These forward-looking statements are identified by the use of
terms and phrases such as "anticipate", "believe", "could", "estimate",
"expect", "intend", "may", "plan", "predict", "project", "will", "would", and
similar terms and phrases, including references to assumptions. Such
statements may involve but are not limited to comments with respect to
strategies, expectations, planned operations or future actions.
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, general uncertainties of the business and matters
that are not within the control of ACE. Such statements involve known and
unknown risks, uncertainties and other factors that may cause the actual
results, performance or achievements to differ materially from those expressed
in the forward-looking statements. The forward-looking statements contained
herein represent ACE's expectations as of the date they are made and are
subject to change after such date. However, ACE 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.
For further information:
For further information: Isabelle Arthur, (Montréal), (514) 422-5788;
Peter Fitzpatrick, (Toronto), (416) 263-5576; Angela Mah, (Vancouver), (604)