Groupe Aeroplan Completes Senior Secured Notes Offerings

Groupe Aeroplan Inc. recently completed two offerings of 9 per cent Senior Secured Notes Series 1 due 2012 totalling an aggregate principal amount of $200 million of Notes pursuant to supplements to the amended and restated short form base shelf prospectus of Groupe Aeroplan dated March 26, 2009.

On April 23, 2009, Groupe Aeroplan completed a first offering of $175 million principal amount of Notes. This first offering of Notes was made through an underwriting syndicate led by TD Securities Inc. and RBC Dominion Securities Inc. and including CIBC World Markets Inc., Scotia Capital Inc., BMO Nesbitt Burns Inc., Desjardins Securities Inc., HSBC Securities (Canada) Inc. and Merrill Lynch Canada Inc.

On April 30, 2009, Groupe Aeroplan completed an additional offering of $25 million principal amount of Notes. This additional offering of Notes was made through CIBC World Markets Inc.
The Notes are secured by certain present and future undertakings, property and assets of Groupe Aeroplan and certain of its subsidiaries and rank equally and pari passu, including with respect to security interests, with all other present and future unsubordinated indebtedness for borrowed money of Groupe Aeroplan or Aeroplan Canada Inc., as the case may be.

Groupe Aeroplan was represented by its senior vice president, general counsel and corporate secretary, Mark Hounsell, and by Stikeman Elliott LLP with a team led by Jean Marc Huot and including Luc Boucher, Vanessa Coiteux and Marie-Ève Ferland (corporate and securities); Craig Mitchell, Jill Lankin and Meaghan Obee Tower (banking); and Marie-Andrée Beaudry and Frank Mathieu (tax).

The underwriters in both offerings were represented by Osler, Hoskin & Harcourt LLP with a team led by Edward A. Sellers and including Christopher Main, Hugo-Pierre Gagnon and Isabelle Lamy (corporate and securities); Étienne Massicotte, Natalie Gosselin and Geneviève Filion (financial services); and Elaine Marchand (tax).