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Old Jun 29, 05, 9:28 am
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tcook052
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Join Date: May 2002
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Posts: 53,098
MONTREAL, June 29 /CNW Telbec/ - ACE Aviation Holdings, Inc. ("ACE") and
Aeroplan Limited Partnership ("Aeroplan LP") today announced that Aeroplan
Income Fund (the "Fund") successfully completed its initial public offering of
25 million units at a price of $10.00 per unit for gross proceeds of
$250 million. The Fund's units trade on the Toronto Stock Exchange under the
symbol AER.UN.
The Fund is acquiring a 12.5 % (14.4 % assuming full exercise of the
overallotment option) ownership interest in the Aeroplan LP. Aeroplan LP will
retain approximately $100 million of the net proceeds of the offering to
partially fund a reserve for Aeroplan Mile redemptions and for certain capital
expenditures, and will distribute the balance of the net proceeds to ACE in
the amount of approximately $125 million ($160 million assuming full exercise
of the overallotment option). ACE will use the proceeds for general corporate
purposes.
The Fund has granted to the underwriters an option to purchase up to an
additional 3.75 million units at the offering price for a period expiring
30 days following the closing to cover overallotments, if any, and for market
stabilization purposes.
Distributions will be paid monthly. The first distribution is expected to
be paid on or before August 15, 2005 to Unitholders of record on
July 29, 2005.
The offering was underwritten by a syndicate co-led by RBC Capital
Markets, sole bookrunner, CIBC World Markets and Genuity Capital Markets.
In connection with the offering, Aeroplan LP also announced today the
successful completion of $475 million senior secured syndicated credit
facilities. Approximately $300 million of this will be used to fund the
balance of the reserve for Aeroplan Mile redemptions. RBC Capital Markets
acted as lead arranger, sole bookrunner and administrative agent.
The securities offered have not been, and will not be, registered under
the United States Securities Act of 1933, as amended, and may not be offered
or sold in the United States absent registration or any applicable exemption
from the registration requirement of such Act.
This press release does not constitute an offer to sell or the
solicitation of any offer to buy nor will there be any sale of these
securities in any province, state or jurisdiction in which such offer,
solicitation or sale would be unlawful prior to registration or qualification
under the securities laws of any such province, state or jurisdiction.

ABOUT AEROPLAN INCOME FUND

The Fund is an unincorporated, open-ended trust established under the
laws of the Province of Ontario, created to indirectly acquire an interest in
the outstanding limited partnership units of Aeroplan LP ("LP Units"). After
completion of the Offering, ACE will continue to hold the remaining 87.5 %
(85.6 % assuming full exercise of the overallotment option) of the outstanding
LP Units.

ABOUT AEROPLAN

Aeroplan is Canada's premier loyalty marketing company, with
approximately 5 million active members. Aeroplan benefits from its unique
strategic relationship with Air Canada, in addition to its contractual
arrangements with leading financial and commercial partners.
Aeroplan provides its commercial partners with loyalty marketing services
to attract and retain customers and stimulate demand for these partners'
products and services. The Aeroplan Program offers its approximately 5 million
active members the ability to accumulate Aeroplan Miles through a network of
more than 60 commercial partners, representing more than 100 brands, in the
financial, retail and travel sectors and redeem those miles for rewards,
including airline seats to more than 700 destinations worldwide, other travel
rewards such as hotel rooms and car rentals, selected electronics merchandise
and a diversified selection of experiential and specialty rewards. Aeroplan
was founded in 1984 by Air Canada, Canada's largest domestic and international
full-service airline, to manage the airline's frequent flyer program.
Together with its partners, Aeroplan develops and executes innovative and
appealing member-targeted marketing programs designed to engage the loyalty of
this affluent segment of Canadian consumers. For more information about
Aeroplan, please visit www.aeroplan.com .
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