Aeroplan Income Fund Completes IPO

On June 29, 2005, Aeroplan Income Fund completed its initial public offering. The offering, which raised gross proceeds of $287.5 million representing an ownership interest of 14.4 per cent by the fund in Aeroplan Limited Partnership (Aeroplan), was underwritten by a syndicate co-led by RBC Capital Markets, sole bookrunner, CIBC World Markets Inc. and Genuity Capital Markets, and was accompanied by the establishment of senior secured credit facilities in the amount of $475 million with a syndicate of financial institutions led by the Royal Bank of Canada. ACE Aviation Holdings Inc. retained a majority interest of 85.6 per cent in Aeroplan.

In connection with the offering, ACE was represented by Sydney John Isaacs, senior vice- president, corporate development and chief legal officer, and Jocelyn Côté, associate general counsel. ACE, Aeroplan and the Fund were represented by a team from Stikeman Elliott LLP's Montreal and Toronto offices, which included Jean Marc Huot, Mihkel Voore, Howard Rosenoff, France Margaret Bélanger, Ron Ferguson, Craig Mitchell, Donna Benedek, Gayle Noble, Robert Carelli, Maxime Turcotte, John Segleski, David Massé, Josée Maillette and Aaron Fransen (corporate finance), and Robert Hogan, Franco Gadoury and Frank Mathieu (tax).

Underwriters of the securities offering and banking facility were represented by a team from Osler, Hoskin & Harcourt LLP's Montreal, Toronto and New York offices, which included Robert Yalden, Chris Murray, Matthew Starnes, Joseph Cosentino and Max Rogan (corporate securities), Robert Lando (cross-border), Michael Matheson, Constantine Troulis, Mark Rasile and Danna Donald (financial services) and Elaine Marchand and Didier Fréchette (tax).