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Shareholder Information 2019-10-08T07:50:31+00:00

SHAREHOLDER INFORMATION

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Aimia has declared the dividends on its common and preferred shares as set out below.

Dividends paid by Aimia to Canadian residents on its preferred shares are “eligible dividends” for the purpose of the Income Tax Act (Canada) and any similar applicable provincial legislation.

Date of Dividend Declaration Amount of Dividend (per Common Share) Amount of Dividend (per Series 1 Preferred Share) Amount of Dividend (per Series 2 Preferred Share) Amount of Dividend (per Series 3 Preferred Share)
10/22/2008* $0.125
2/27/2009 $0.125
5/12/2009 $0.125
8/14/2009 $0.125
11/13/2009 $0.125
3/4/2010 $0.125 $0.311640
5/11/2010 $0.125 $0.406250
8/11/2010 $0.125 $0.406250
11/10/2010 $0.125 $0.406250
2/24/2011 $0.125 $0.406250
5/25/2011 $0.150 $0.406250
8/10/2011 $0.150 $0.406250
11/9/2011 $0.150 $0.406250
2/22/2012 $0.150 $0.406250
5/3/2012 $0.160 $0.406250
8/9/2012 $0.160 $0.406250
11/8/2012 $0.160 $0.406250
2/27/2013 $0.160 $0.406250
5/13/2013 $0.170 $0.406250
8/12/2013 $0.170 $0.406250
11/13/2013 $0.170 $0.406250
2/26/2014 $0.170 $0.406250 $0.321100
5/13/2014 $0.180 $0.406250 $0.390625
8/13/2014 $0.180 $0.406250 $0.390625
11/12/2014 $0.180 $0.406250 $0.390625
2/27/2015 $0.180 $0.406250 $0.390625
5/15/2015 $0.190 $0.281250 $0.263563 $0.390625
8/14/2015 $0.190 $0.281250 $0.278205 $0.390625
11/13/2015 $0.190 $0.281250 $0.259995 $0.390625
2/24/2016 $0.190 $0.281250 $0.264049 $0.390625
5/12/2016 $0.200 $0.281250 $0.261811 $0.390625
8/11/2016 $0.200 $0.281250 $0.270281 $0.390625
11/8/2016 $0.200 $0.281250 $0.267831 $0.390625
2/16/2017 $0.200 $0.281250 $0.262541 $0.390625
5/10/2017** $0.200 $0.281250 $0.263651 $0.390625
2/25/2019*** $1.968750 $2.130640 $2.734375
5/14/2019 $0.281250 $0.338570 $0.375688
8/14/2019 $0.281250 $0.342605 $0.375688
*First dividend declared on Common Shares, payable in respect of the quarter ended September 30, 2008.
**Common and Preferred Share dividends declared in May of 2017 were paid on March 29, 2019 to shareholders on the record at May 2017.
***Includes i) Preferred Shares dividends 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 to holders of record at the close of business on March 19, 2019 and ii) 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 authorized capital of Aimia consists of (i) an unlimited number of Common Shares issuable in series, (ii) an unlimited number of Preferred Shares issuable in series, of which 3,953,365 have been designated as Series 1 Preferred Shares, 2,946,635 have been designated as Series 2 Preferred Shares, and 6,000,000 have been designated as Series 3 Preferred Shares and are issued and outstanding.

As of May 24, 2019, there were 117,423,494 Common Shares issued and outstanding.

The summary below of the rights, privileges, restrictions and conditions attaching to the securities of Aimia does not purport to be complete and is subject to, and qualified by reference to, Aimia’s articles and by-laws.

Common Shares

Each Common Share shall entitle the holder thereof to one (1) vote at all meetings of shareholders of Aimia (the “Shareholders”) (except meetings at which only holders of another specified class of shares are entitled to vote, pursuant to the provisions of the CBCA).

The holders of Common Shares shall be entitled to receive, as and when declared by the directors of Aimia, subject to the rights, privileges, restrictions and conditions attaching to the Preferred Shares and to any other class of shares ranking senior to the Common Shares, dividends which may be paid in money, property or by the issue of fully paid shares in the capital of Aimia.

In the event of the liquidation, dissolution or winding-up of Aimia, whether voluntary or involuntary, or other distribution of assets of Aimia among Shareholders for the purpose of winding up its affairs, subject to the rights, privileges, restrictions and conditions attaching to the Preferred Shares and to any other class of shares ranking senior to the Common Shares, the holders of Common Shares shall be entitled to receive the remaining property of Aimia. In the event of an insufficiency of property and assets to pay in full the amounts which the holders of Common Shares are entitled to receive upon such liquidation, dissolution or winding-up, the holders of Common Shares shall participate rateably among themselves in accordance with the amounts to which they are respectively entitled upon such liquidation, dissolution or winding-up.

Preferred Shares

The directors of Aimia may, at any time and from time to time, issue the Preferred Shares in one (1) or more series, each series to consist of such number of shares as may, before issuance thereof, be determined by the directors. The directors may from time to time fix, before issuance, the designation, rights, privileges, preferences, restrictions, conditions and limitations attaching to the Preferred Shares of each series, the whole subject to the issuance of a certificate of amendment in respect of articles of amendment in the prescribed form to designate a series of shares.

The holders of the Preferred Shares shall not be entitled to receive notice of, nor to attend or vote at meetings of the shareholders of Aimia other than (i) as provided for in the CBCA, and (ii) as have been provided for in the rights, privileges, restrictions and conditions attached to the Series 1 Preferred Shares, the Series 2 Preferred Shares, the Series 3 Preferred Shares and the Series 4 Preferred Shares, or as may be provided for in the rights, privileges, restrictions and conditions attached to any series of preferred shares created by the board of directors of Aimia (the “Board of Directors”), but in such cases, voting rights shall be attached to the preferred shares of such series if, and only if, Aimia fails to pay a certain number of dividends, as set out in such rights, privileges, restrictions and conditions.

The holders of the Preferred Shares shall be entitled to receive, as and when declared by the directors of Aimia, in preference and priority to any dividends on the Common Shares of Aimia and any other shares of Aimia ranking junior to the Preferred Shares, dividends which may be paid in money, property or by the issue of fully paid shares in the capital of Aimia.

In the event of the liquidation, dissolution or winding-up of Aimia or other distribution of assets of Aimia among Shareholders for the purpose of winding-up its affairs, the holders of the Preferred Shares shall, before any amount shall be paid to or any property or assets of Aimia distributed among the holders of the Common Shares or any other shares of Aimia ranking junior to the Preferred Shares, be entitled to receive an amount equal to the consideration received by Aimia upon the issuance of such shares together with, in the case of cumulative Preferred Shares, all unpaid cumulative dividends (which, for such purpose, shall be calculated as if such cumulative dividends were accruing from day to day for the period from the expiration of the last period for which cumulative dividends have been paid, up to and including the date of distribution) and, in the case of non-cumulative Preferred Shares, all declared and unpaid non-cumulative dividends, but shall not be entitled to share any further in the distribution of the property or assets of Aimia.

The above restrictions contained in the terms of the Preferred Shares render these shares not ideal for use as a takeover defense. Specifically, the fact that the Preferred Shares are non-voting except in certain limited circumstances where Aimia fails to pay a certain number of dividends make them unlike unconstrained “blank cheque” preferred shares.

Series 1 Preferred Shares and Series 2 Preferred Shares

Holders of the Series 1 Preferred Shares are entitled to receive fixed cumulative preferential cash dividend, as and when declared by the Board of Directors of Aimia, payable quarterly on the last business day of each of March, June, September and December at an annual rate of 6.50%, or $1.625 per Series 1 Preferred Share, for the initial five-year period ending on March 31, 2015. The dividend rate was reset on March 31, 2015 and will be reset every five years thereafter at a rate equal to the sum of the five‑year Government of Canada bond yield plus 3.75%. On March 31, 2015 and on each March 31 every fifth year thereafter, Aimia may, at its option, redeem the Series 1 Preferred Shares in whole or in part by the payment of $25.00 in cash per Series 1 Preferred Share together with all declared and unpaid dividends to but excluding the date fixed for redemption. The Series 1 Preferred Shares do not have a fixed maturity date and are not redeemable at the option of the holders of the Series 1 Preferred Shares. Holders of Series 1 Preferred Shares had the right, at their option, to convert all or any of their Series 1 Preferred Shares into Series 2 Preferred Shares, on the basis of one Series 2 Preferred Share for each Series 1 Preferred Share, subject to certain conditions, on March 31, 2015, and will have such right on March 31 every fifth year thereafter.

Holders of the Series 2 Preferred Shares will be entitled to receive quarterly floating rate cumulative preferred cash dividends, as and when declared by the Board of Directors of Aimia, payable on the last business day of each of March, June, September and December in each year. On any Series 2 Conversion Date (as hereinafter defined) on and after March 31, 2020, Aimia may, at its option, redeem the Series 2 Preferred Shares in whole or in part by the payment of $25.00 in cash per Series 2 Preferred Share together with all declared and unpaid dividends to but excluding the date fixed for redemption. On any date after March 31, 2015, that is not a Series 2 Conversion Date (as hereinafter defined), Aimia may, at its option, redeem all or any part of the outstanding Series 2 Preferred Shares by the payment of an amount in cash of $25.50 per Series 2 Preferred Share together with all declared and unpaid dividends to but excluding the redemption date. The Series 2 Preferred Shares do not have a fixed maturity date and are not redeemable at the option of the holders of the Series 2 Preferred Shares. Holders of Series 2 Preferred Shares will have the right, at their option, on March 31, 2020, and on each March 31 every fifth year thereafter (each such date a “Series 2 Conversion Date”), to convert, subject to certain conditions, all or any of their Series 2 Preferred Shares, into Series 1 Preferred Shares, on the basis of one Series 1 Preferred Share for each Series 2 Preferred Share.

In the event of the liquidation, dissolution or winding-up of Aimia or any other distribution of assets of Aimia among its Shareholders for the purpose of winding-up its affairs, subject to the prior satisfaction of the claims of all creditors of Aimia and of holders of shares of Aimia ranking prior to the Series 1 Preferred Shares and the Series 2 Preferred Shares, the holders of Series 1 Preferred Shares and Series 2 Preferred Shares will be entitled to payment of an amount equal to $25.00 per share, plus an amount equal to all declared and unpaid dividends up to but excluding the date fixed for payment or distribution (less any tax required to be deducted and withheld by Aimia), before any amount may be paid or any assets of Aimia are distributed to the registered holders of any shares ranking junior to the Series 1 Preferred Shares and the Series 2 Preferred Shares. After payment of such amounts, the holders of Series 1 Preferred Shares and Series 2 Preferred Shares will not be entitled to share in any further distribution of the assets of Aimia.

Subject to applicable law, holders of Series 1 Preferred Shares and Series 2 Preferred Shares, in their capacity as holders thereof, will not be entitled to receive notice of, or to attend or to vote at, any meeting of Aimia’s Shareholders, unless and until Aimia fails to pay dividends for any eight quarters. In the event that Aimia has not paid the dividends accrued and payable for any eight quarters, whether or not consecutive and whether or not such dividends have been declared, on the Series 1 Preferred Shares or the Series 2 Preferred Shares, as applicable, at the applicable dividend rate for such shares, the holders of shares of the relevant series will be entitled to receive notice of and to attend meetings of Shareholders of Aimia, other than meetings at which only holders of another specified class or series are entitled to vote, and to vote together with all of Aimia’s other shareholders entitled to vote at such meetings on the basis of one vote for each Series 1 Preferred Share or Series 2 Preferred Share held, as applicable. The voting rights of the holders of shares of the relevant series will forthwith cease upon payment by Aimia of all accrued but unpaid dividends on the shares of such series until such time as Aimia may again fail to pay the applicable dividend for any further eight quarters, in which case such voting rights will become effective again.

The Series 1 Preferred Shares and Series 2 Preferred Shares will rank on parity with all other Preferred Shares of Aimia and will rank prior to the Common Shares as to the payment of dividends and the distribution of the assets of Aimia in the event of the dissolution, liquidation or winding-up of the Corporation or any other distribution of the assets of Aimia for the purpose of winding-up its affairs.

Series 3 Preferred Shares and Series 4 Preferred Shares

Holders of the Series 3 Preferred Shares are entitled to receive fixed cumulative preferential cash dividend, as and when declared by the Board of Directors of Aimia, payable quarterly on the last business day of each of March, June, September and December at an annual rate of 6.25%, or $1.5625 per Series 3 Preferred Share, for the initial five-year period to but excluding March 31, 2019. The dividend rate will be reset on March 31, 2019, and every five years thereafter at a rate equal to the sum of the five-year Government of Canada bond yield plus 4.20%. On March 31, 2019, and on each March 31 every fifth year thereafter, Aimia may, at its option, redeem the Series 3 Preferred Shares in whole or in part by the payment of $25.00 in cash per Series 3 Preferred Share together with all declared and unpaid dividends to but excluding the date fixed for redemption. The Series 3 Preferred Shares do not have a fixed maturity date and are not redeemable at the option of the holders of the Series 3 Preferred Shares. Holders of Series 3 Preferred Shares will have the right, at their option, to convert all or any of their Series 3 Preferred Shares into Series 4 Preferred Shares, on the basis of one Series 4 Preferred Share for each Series 3 Preferred Share, subject to certain conditions, on March 31, 2019, and on March 31 every fifth year thereafter. On February 25, 2019, Aimia announced that it does not intend to exercise its right to redeem all or any number of the currently outstanding Series 3 Preferred Shares on March 31, 2019. As a result of its 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 had the right to convert all or any number of their Series 3 Preferred Shares, on a one-for-one basis, into Series 4 Preferred Shares on April 1, 2019. On March 19, 2019, Aimia announced that none of the Series 3 Preferred Shares would be converted into Series 4 Preferred Shares since fewer than 1,000,000 Series 3 Preferred Shares were tendered for conversion during the conversion notice period.

Holders of the Series 4 Preferred Shares will be entitled to receive quarterly floating rate cumulative preferred cash dividends, as and when declared by the Board of Directors of Aimia, payable on the last business day of each of March, June, September and December in each year. On any Series 4 Conversion Date (as hereinafter defined) on and after March 31, 2024, Aimia may, at its option, redeem the Series 4 Preferred Shares in whole or in part by the payment of $25.00 in cash per Series 4 Preferred Share together with all declared and unpaid dividends to but excluding the date fixed for redemption. On any date after March 31, 2019, that is not a Series 4 Conversion Date (as hereinafter defined), Aimia may, at its option, redeem all or any part of the outstanding Series 4 Preferred Shares by the payment of an amount in cash of $25.50 per Series 4 Preferred Share together with all declared and unpaid dividends to but excluding the redemption date. The Series 4 Preferred Shares do not have a fixed maturity date and are not redeemable at the option of the holders of the Series 4 Preferred Shares. Holders of Series 4 Preferred Shares will have the right, at their option, on March 31, 2024, and on each March 31 every fifth year thereafter (each such date a “Series 4 Conversion Date”), to convert, subject to certain conditions, all or any of their Series 4 Preferred Shares, into Series 3 Preferred Shares, on the basis of one Series 3 Preferred Share for each Series 4 Preferred Share.

In the event of the liquidation, dissolution or winding-up of Aimia or any other distribution of assets of Aimia among its Shareholders for the purpose of winding-up its affairs, subject to the prior satisfaction of the claims of all creditors of Aimia and of holders of shares of Aimia ranking prior to the Series 3 Preferred Shares and the Series 4 Preferred Shares, the holders of Series 3 Preferred Shares and Series 4 Preferred Shares will be entitled to payment of an amount equal to $25.00 per share, plus an amount equal to all declared and unpaid dividends up to but excluding the date fixed for payment or distribution (less any tax required to be deducted and withheld by Aimia), before any amount may be paid or any assets of Aimia are distributed to the registered holders of any shares ranking junior to the Series 3 Preferred Shares and the Series 4 Preferred Shares. After payment of such amounts, the holders of Series 3 Preferred Shares and Series 4 Preferred Shares will not be entitled to share in any further distribution of the assets of Aimia.

Subject to applicable law, holders of Series 3 Preferred Shares and Series 4 Preferred Shares, in their capacity as holders thereof, will not be entitled to receive notice of, or to attend or to vote at, any meeting of Aimia’s Shareholders, unless and until Aimia fails to pay dividends for any eight quarters. In the event that Aimia has not paid the dividends accrued and payable for any eight quarters, whether or not consecutive and whether or not such dividends have been declared, on the Series 3 Preferred Shares or the Series 4 Preferred Shares, as applicable, at the applicable dividend rate for such shares, the holders of shares of the relevant series will be entitled to receive notice of and to attend meetings of Shareholders of Aimia, other than meetings at which only holders of another specified class or series are entitled to vote, and to vote together with all of Aimia’s other Shareholders entitled to vote at such meetings on the basis of one vote for each Series 3 Preferred Share or Series 4 Preferred Share held, as applicable. The voting rights of the holders of shares of the relevant series will forthwith cease upon payment by Aimia of all accrued but unpaid dividends on the shares of such series until such time as Aimia may again fail to pay the applicable dividend for any further eight quarters, in which case such voting rights will become effective again.

The Series 3 Preferred Shares and Series 4 Preferred Shares will rank on parity with all other Preferred Shares of Aimia and will rank prior to the Common Shares as to the payment of dividends and the distribution of the assets of Aimia in the event of the dissolution, liquidation or winding-up of the Corporation or any other distribution of the assets of Aimia for the purpose of winding-up its affairs.

Following the redemption of the company’s Senior Secured Notes and at the request of the company, S&P and DBRS discontinued their issuer ratings and ratings on the company`s Preferred Shares in March and June 2019, respectively.

June 2019

Head Office: 525, Viger Avenue West, Suite 1000, Montreal, Quebec, H2Z 0B2, Canada

Financial Year End: December 31

Stock Exchange: TSX

Stock Symbol: AIM

Aimia Traded Securities:
Common Shares (AIM, Cusip 00900Q103)
Cumulative Rate Reset Preferred Shares, Series 1 (AIM.PR.A, Cusip 00900Q202)
Cumulative Floating Rate Preferred Shares, Series 2 (AIM.PR.B, Cusip 00900Q301)
Cumulative Rate Reset Preferred Shares, Series 3 (AIM.PR.C, Cusip 00900Q400)

Quiet Period: Aimia observes a quiet period commencing from the first day following the end of each calendar quarter until a news release is issued to disclose results for the quarter just ended. During the quiet period, Aimia does not initiate any meetings with the investor community, but we do respond to unsolicited inquiries concerning publicly disclosed or non-material matters. If during the quiet period, Aimia is invited to participate in investor community meetings or conferences, the Head of Investor Relations determines if it is advisable to accept these invitations. If accepted, we exercise extreme caution to avoid selective disclosure of any material, non-public information and any discussion of earnings and current quarter performance.

Principal regulator: Quebec

Reporting jurisdiction: All provinces and territories of Canada

Auditors: PricewaterhouseCoopers LLP Chartered Accountants Montreal, Quebec

Transfer Agent: Shareholders are encouraged to contact AST Trust Company for information regarding their security holdings or changes of address. They can be reached at:

AST Trust Company (Canada)
P.O. 700
Station B
Montreal, QC H3B 3K3
CANADA

Inquiries@astfinancial.com

1-800-387-0825

Investors & Media

Governance

Tom Tran, MBA
Director, Investor Relations

IRandMedia@aimia.com

416-352-3728

Edouard Vo-Quang
General Counsel & Corporate Secretary

Edouard.Vo-Quang@aimia.com

Analyst Coverage

Transfer Agent

BMO Capital Markets
Tim Casey

416-359-4860

National Bank Financial
Adam Shine

514-879-2302

TD Securities
Brian Morrison

416-944-6868

RBC Capital Markets
Drew McReynolds

416-842-3805

Mail
AST Trust Company (Canada)
P.O. Box 700
Station B
Montreal, QC H3B 3K3
CANADA

Courier
AST Trust Company (Canada)
1 Toronto Street
Suite 1200
Toronto, ON M5C 2V6
CANADA

Inquiries@astfinancial.com

1-800-387-0825

Information posted in this section was accurate at the time of posting but may be superseded by subsequent disclosures or circumstances.