Amadeus files short form prospectus for rights offering and convertible notes exchange
Quebec City, March 19th, 2007 —Amadeus International Inc. (TSX Venture: Aii and Aii.RT) (“Amadeus” or “the Company”) today announced that it filed its Rights Offering and Convertible notes exchange Short Form Prospectus on Friday, March 16, 2007.
Amadeus is distributing (the "Offering") transferable rights (the "Rights") to holders of its outstanding common shares (the "Common Shares") of record at the close of business (Québec time) on March 27, 2007 (the "Record Date"). For each common share held on the record date, a holder thereof is entitled to 9.128 rights, which can be exercised or traded on the TSX Venture Exchange under the symbol Aii.RT. One right entitles the holder to purchase one common share at a price of $0.25 per share, and this, before 5:00 PM (Québec time) on April 20, 2007 (the "Expiry Date"). After the expiry date, any unexercised rights will be void and without value.
The maximum number of units issuable on the exercise of the rights is 16,000,000, for maximum gross proceeds of $4,000,000. As previously announced in a press release dated February 26, 2007, Amadeus has already received irrevocable commitments from investors to guarantee the Rights Offering, for an aggregate number of 6,000,000 shares totalling $1,500,000.
In fiscal years 2003 and 2006, the Company issued convertible notes, a face value of $2,950,000. The conversion price of the convertible notes issued in June 2003 was $8.26 per share (post-consolidation), whereas for those issued in February 2006, the conversion price was $3.00 per share (post-consolidation). These convertible notes were bearing interest and included the issuance of warrants in favour of notes holders.
According to the Rights Offering plan, holders of convertible notes agreed: (i) relinquish interest payments, starting July 1, 2006 for the debentures issued February 2006, and starting December 1, 2006 for the debentures issued June 2003, therefore resulting in no outstanding balance due, and; (ii) to void their warrants that aggregated to a total of 2,200,000 (pre-consolidation). The conversion price of the convertible notes was adjusted to $0.25 per share (post-consolidation), i.e. the same price as the Rights Offering share price. Upon completion of all phases of the Rights Offering, notes holders have agreed to convert their convertible notes into common shares, providing that all convertible notes are converted.
For investment purposes, amended convertible notes and underlying shares will be qualified under a short form prospectus.
Upon completion and closing of the Rights Offering, the amount of capital owed under the provisions of the Convertible notes will be converted into common shares, against the issuance of 11,800,000 common shares. As a result of this operation, Société Innovatech Québec et Chaudière-Appalaches will hold more than 20% of the Company’s issued and outstanding shares on a non-diluted basis.
The foregoing is subject to final approval from the TSX Venture Exchange and other applicable regulatory authorities.About Amadeus International
Amadeus International is a pioneer and leader in compliance process control solutions. Its flagship product, eQCM®, is a flexible, Web-based integrated suite of applications that allow organizations to help manage and control compliance and quality by automating processes such as document management, CAPA, nonconformances, customer satisfaction, audits, and other related quality and business processes. The application suite is coupled with powerful business intelligence capabilities, enterprise content management, and related technologies that help organizations achieve sustained compliance. Amadeus International’s global headquarters are located in Quebec City, Canada. Amadeus’ solutions are distributed across four continents.
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For further information:
Frédéric Garand, Chief Financial Officer
Tel: (418) 525-0606, ext. 2268
E-mail: frederic.garand@amadeussolutions.com
Isabelle Rivoal
Communications Manager
Phone: +1 (418) 525-0606, ext. 2231
E-mail: isabelle.rivoal@amadeussolutions.com
