the reduction of its stated capital account, the payment of dividends on its common and preferred shares, and provided an update on the conversion privilege of Series 3 preferred shares.
Further to the approval of a reduction in stated capital by common shareholders at the meeting of shareholders held on January 8, 2019, and having taken into account the completion of the sale of Aimia Canada Inc. and the receipt of the sale proceeds and the subsequent reduction in liabilities and financial indebtedness of the company, Aimia’s Board of Directors has now determined that it is in the best interests of the company to approve the following matters:
•a reduction of the stated capital account maintained in respect of the common shares to an aggregate of $1,000,000;
•the payment on March 29, 2019 of the quarterly dividends originally declared on May 10, 2017, being dividends of $0.20 per common share, $0.28125 per Cumulative Rate Reset Preferred Shares, Series 1 (the “Series 1 Preferred Shares”), $0.263651 per Cumulative Floating Rate Preferred Shares, Series 2 (the “Series 2 Preferred Shares”) and $0.390625 per Cumulative Rate Reset Preferred Shares, Series 3 (the “Series 3 Preferred Shares) (collectively, the “Declared Dividends”) to holders of record at the close of business on June 16, 2017;
•the payment on March 29, 2019 of dividends on each of the Series 1 Preferred Shares, the Series 2 Preferred Shares and the Series 3 Preferred Shares accrued and unpaid since July 1, 2017 (representing accrued dividends on such preferred shares for six quarters), being dividends of $1.68750 per Series 1 Preferred Share, $1.79388 per Series 2 Preferred Share and $2.343750 per Series 3 Preferred Share (collectively, the “Accrued and Unpaid Preferred Share Dividends”) to holders of record at the close of business on March 19, 2019; and
•the payment on March 29, 2019 of the first quarterly dividends in 2019 in the amount of $0.28125 per Series 1 Preferred Share, $0.336760 per Series 2 Preferred Share and $0.390625 per Series 3 Preferred Share, in each case payable to holders of record at the close of business on March 19, 2019.
The payments for the Declared Dividends amount to an aggregate of $34.7 million and for the Accrued and Unpaid Preferred Share Dividends together with the first 2019 quarterly dividend on all series of preferred shares amount to an aggregate of $30.5 million.
In reaching its decision, the Board considered the company’s ability to satisfy the applicable tests under the Canada Business Corporations Act and the company’s obligation to pay the unpaid dividends with a view to remaining in good standing with the applicable rules and policies of the Toronto Stock Exchange (the “TSX”) and maintaining its listing on TSX.
The above-mentioned dividends on the common and preferred shares are designated as eligible dividends for the purposes of the Income Tax Act (Canada) and any similar applicable provincial legislation.
In addition, the company announced today that it does not intend to exercise its right to redeem all or any number of the currently outstanding 6,000,000 Series 3 Preferred Shares on March 31, 2019. As a result of the decision not to redeem all or any number of the Series 3 Preferred Shares and subject to certain conditions set out in the rights, privileges, restrictions and conditions attaching to such shares, the holders of the Series 3 Preferred Shares have the right to convert all or any number of their Series 3 Preferred Shares, on a one-for-one basis, into Cumulative Floating Rate Preferred Shares, Series 4 (the “Series 4 Preferred Shares”) of Aimia on April 1, 2019 (March 31, 2019 falling on a Sunday, a non-business day). Holders who do not exercise their right to convert their Series 3 Preferred Shares into Series 4 Preferred Shares on such date will continue to hold their Series 3 Preferred Shares.
The conversion right is subject to the conditions that: (i) if Aimia determines that there would be less than 1,000,000 Series 4 Preferred Shares outstanding after the conversion date, then holders of Series 3 Preferred Shares will not be entitled to convert their shares into Series 4 Preferred Shares and, alternatively; (ii) if Aimia determines that, after the conversion date, there would remain less than 1,000,000 Series 3 Preferred Shares outstanding, then all remaining Series 3 Preferred Shares will be automatically converted into Series 4 Preferred Shares on a one-for-one basis on the conversion date. In either case, Aimia will give written notice to that effect to registered holders of Series 3 Preferred Shares no later than March 22, 2019.
The dividend rate applicable to the Series 3 Preferred Shares for the 5-year period from and including March 31, 2019 up to but excluding March 31, 2024, and the dividend rate applicable to the Series 4 Preferred Shares for the 3-month period from and including March 31, 2019 up to but excluding June 30, 2019 will be announced by way of a press release on March 1, 2019.
To the extent any Series 3 Preferred Shares convert into Series 4 Preferred Shares on April 1, 2019, holders of Series 3 Preferred Shares as of the close of business on March 19, 2019 will be able to receive all dividends payable on such shares on March 29, 2019 prior to the conversion date.
Beneficial owners of Series 3 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 on or prior to the deadline for exercise, which is 5:00 p.m. (Montreal time) on March 18, 2019.
Inquiries regarding conversion of the Series 3 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).
I certainly hope they produce a pro-forma balance sheet reflecting the closing of the Aeroplan transaction and the reduction in stated capital! There are so many balls in the air with this company that getting a good idea of where they stand is no minor task – and it doesn’t help that nobody really knows what business they’re in nowadays:
Affected issues are AIM.PR.A, AIM.PR.B and AIM.PR.C. I will have more commentary regarding the conversion right for AIM.PR.C when the reset rate is announced on March 1.
