TORONTO, Feb. 25, 2020 /PRNewswire/ - Aimia Inc. (TSX:
AIM) announced today that it does not intend to exercise its right
to redeem all or any number of the currently issued and outstanding
2,921,275 Cumulative Rate Reset Preferred Shares, Series 1 (the
"Series 1 Preferred Shares") nor all or any number of the
currently issued and outstanding 2,161,865 Cumulative Floating Rate
Preferred Shares, Series 2 (the "Series 2 Preferred Shares") on
March 31, 2020. As a result and subject to certain conditions
set out in the rights, privileges, restrictions and conditions
attaching to the Series 1 Preferred Shares, the holders of the
Series 1 Preferred Shares have the right to convert all or any
number of their Series 1 Preferred Shares, on a one-for-one
basis, into Series 2 Preferred Shares and, subject to certain
conditions set out in the rights, privileges, restrictions and
conditions attaching to the Series 2 Preferred Shares, the holders
of the Series 2 Preferred Shares have the right to convert all or
any number of their Series 2 Preferred Shares, on a one-for-one
basis, into Series 1 Preferred Shares, in each case on March 31, 2020. Holders who do not exercise
their right to convert on such date will continue to hold their
Series 1 Preferred Shares or Series 2 Preferred Shares, as the case
may be.
The foregoing Series 1 Preferred Shares conversion right is
subject to the conditions that: (i) if Aimia determines that there
would be fewer than 1,000,000 Series 2 Preferred Shares outstanding
after having taken into account all Series 1 Preferred Shares
tendered for conversion into Series 2 Preferred Shares and all
Series 2 Preferred Shares tendered for conversion into Series 1
Preferred Shares, then holders of Series 1 Preferred Shares will
not be entitled to convert their shares into Series 2 Preferred
Shares; and alternatively (ii) if Aimia determines that there would
remain outstanding fewer than 1,000,000 Series 1 Preferred Shares
after having taken into account all Series 1 Preferred Shares
tendered for conversion into Series 2 Preferred Shares and all
Series 2 Preferred Shares tendered for conversion into Series 1
Preferred Shares, then all remaining Series 1 Preferred Shares will
automatically be converted into Series 2 Preferred Shares on a
one-for-one basis on March 31, 2020.
The foregoing Series 2 Preferred Shares conversion right is
subject to the conditions that: (i) if Aimia determines that there
would be fewer than 1,000,000 Series 1 Preferred Shares outstanding
after having taken into account all Series 2 Preferred Shares
tendered for conversion into Series 1 Preferred Shares and all
Series 1 Preferred Shares tendered for conversion into Series 2
Preferred Shares, then holders of Series 2 Preferred Shares will
not be entitled to convert their shares into Series 1 Preferred
Shares; and alternatively (ii) if Aimia determines that there would
remain outstanding fewer than 1,000,000 Series 2 Preferred Shares
after having taken into account all Series 2 Preferred Shares
tendered for conversion into Series 1 Preferred Shares and all
Series 1 Preferred Shares tendered for conversion into Series 2
Preferred Shares, then all remaining Series 2 Preferred Shares will
automatically be converted into Series 1 Preferred Shares on a
one-for-one basis on March 31, 2020.
In any case, Aimia will give written notice to that effect to
the registered holder of the Series 1 Preferred Shares and/or the
Series 2 Preferred Shares, as the case may be, no later than
March 17, 2020.
The dividend rate applicable to the Series 1 Preferred Shares
for the 5-year period from and including March 31, 2020 to but
excluding March 31, 2025, and the
dividend rate applicable to the Series 2 Preferred Shares for the
3-month period from and including March 31,
2020 to but excluding June 30,
2020, will be announced by way of a press release on
February 28, 2020.
To the extent any Series 1 Preferred Shares convert into Series
2 Preferred Shares or Series 2 Preferred Shares convert into Series
1 Preferred Shares on March 31, 2020,
holders of Series 1 Preferred Shares and Series 2 Preferred Shares
as of the close of business on March 20,
2020 will be able to receive all dividends payable on the
Series 1 Preferred Shares or Series 2 Preferred Shares, as
applicable, on March 31, 2019 prior to the conversion
date.
The Series 1 Preferred Shares and the Series 2 Preferred Shares
are issued in "book entry only" form and must be purchased or
transferred through a participant (a "CDS Participant") in the
depository service of CDS Clearing and Depository Services Inc.
("CDS"). All rights of holders of Series 1 Preferred Shares and
Series 2 Preferred Shares must be exercised through CDS or the CDS
Participant through which the Series 1 Preferred Shares or Series 2
Preferred Shares are held, as the case may be. As such, beneficial
owners of Series 1 Preferred Shares or of Series 2 Preferred
Shares who wish to exercise their conversion right should
communicate as soon as possible with their broker or other nominee
to obtain instructions for exercising such right through CDS on or
prior to the deadline for exercise, which is 5:00 p.m. (Montreal time) on March
16, 2020 for CDS as sole registered holder of the Series 1
Preferred Shares and the Series 2 Preferred Shares but 1:00 p.m. (Montreal time) on March
16, 2020 for beneficial holders wishing to exercise their
conversion right through CDS Participants.
Inquiries regarding the conversion of Series 1 Preferred Shares
or Series 2 Preferred Shares should be directed to Aimia's
Registrar and Transfer Agent, AST Trust Company (Canada), at 1-800-387-0825 (toll free in
Canada and the United States).
About Aimia
Aimia Inc. operates a loyalty solutions business, which is a
well-recognized, global full-service provider of next generation
loyalty solutions for many of the world's leading brands in the
retail, CPG, travel & hospitality, financial services and
entertainment verticals.
Aimia is focused on growing earnings through its existing
business and investments, including the Club Premier program in
Mexico, which it jointly controls
with Aeromexico through its investment in PLM, and an investment
alongside Air Asia in travel technology company BIGLIFE, the
operator of BIG Loyalty.
For more information about Aimia, visit corp.aimia.com.
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SOURCE Aimia Inc.