This news release contains forward-looking statements. For a
description of the related risk factors and assumptions, please see
the section entitled "Caution Concerning Forward-Looking
Statements" later in this news release.
MONTRÉAL, Oct. 7, 2021 /CNW
Telbec/ - Bell Canada (Bell) today announced it has commenced
a solicitation of consents (the Consent Solicitation) and proxies
(the Proxy Solicitation and, together with the Consent
Solicitation, the Solicitation) from holders of its: (i) 10%
debentures, Series EH, due November 15,
2041; (ii) 9.7% debentures, Series EJ, due December 15, 2032; (iii) 9.25% debentures, Series
EO, due May 15, 2053; (iv) 10%
debentures, Series EU, due December 1,
2054 and (v) 7% debentures, Series EZ, due September 24, 2027 (collectively, the
Debentures), each issued under and governed by a trust indenture
dated as of July 1, 1976, as amended
or supplemented (the 1976 Indenture), as of the record date of
September 15, 2021 (the Record
Date).
The purpose of the Solicitation is to seek approval from the
holders of Debentures, providing consents and voting as a single
class, to an extraordinary resolution to approve certain proposed
amendments to the 1976 Indenture (the Proposed Amendments) that are
designed to:
- align the 1976 Indenture more closely with current and
generally accepted market practice in Canada for investment-grade senior unsecured
debt, including the deletion of certain of the covenants of the
1976 Indenture that require Bell to meet certain financial ratio
tests when issuing long-term debt;
- conform certain terms of the 1976 Indenture more closely to
Bell's more recent Canadian trust indenture dated as of
November 28, 1997 and U.S. trust
indenture dated as of September 12,
2016;
- include a requirement for Bell to make an offer to repurchase
the Debentures at 101% of their principal amount in the event of
certain change of control events affecting Bell or BCE Inc. (BCE)
together with certain downgrades of credit ratings of the
Debentures to ratings below investment grade;
- reduce administrative and governance processes;
- provide Bell with more flexibility with respect to raising
capital to finance its business and operations, including enabling
us to maintain Bell as the sole public debt issuer in BCE's
corporate structure.
The Proposed Amendments, if approved and implemented, will not
modify the interest rate, interest payment schedule, principal
amount or maturity date of any outstanding Debentures nor the
guarantee by BCE of Bell's payment obligations under the Debentures
and the 1976 Indenture. The Proposed Amendments are fully described
in Bell's Consent and Proxy Solicitation Statement dated
September 29, 2021 (the Solicitation
Statement). Holders of the Debentures are urged to read and
carefully consider the information contained in the Solicitation
Statement, which is being filed on SEDAR today on Bell's profile at
sedar.com. The Solicitation Statement will also be available on
EDGAR at sec.gov and on BCE's site at BCE.ca.
To make these changes, Bell requires the written consent of the
holders of at least 66 2/3% of the total outstanding principal
amount of all Debentures outstanding as at the Record Date.
Alternatively, if such consent threshold is not reached, Bell has
called a special meeting of Debentureholders, to be held in a
virtual-only live webcast format at 10:00
a.m. (Eastern time) on November 12,
2021 (the Meeting). For the Proposed Amendments to be
approved at the Meeting, Bell needs the holders of more than 50% of
the outstanding principal amount of Debentures to be represented in
person or by proxy, and holders of not less than 66 2/3% of the
principal amount of Debentures represented and voted, to vote for
the Proposed Amendments (subject to lower quorum requirements at an
adjourned meeting as discussed in the Solicitation Statement). If
the required approval threshold for the Consent Solicitation is
reached, the extraordinary resolution will be passed by the written
consent of Debentureholders and the Meeting will be cancelled.
The Solicitation expires at 4:00 p.m.
(Eastern time), on November 8,
2021, unless otherwise extended or terminated by Bell.
Please note that, for beneficial Debentureholders holding through
intermediaries in the CDS depository and clearing system, CDS
participants may set deadlines for the return of consent and voting
instructions that are well in advance of this time.
As described in the Solicitation Statement, if Bell receives the
required level of approval for the Proposed Amendments by consent
or vote and a supplemental indenture to implement the amendments is
signed, Debentureholders as at the Record Date who respond to the
Solicitation to consent to or withhold consent from, or to vote for
or against, the Proposed Amendments will receive payment of a fee
of $0.50 for each $1,000 principal amount of Debentures held under
the 1976 Indenture. Debentureholders who do not respond to the
Solicitation will not receive payment of such fee even though the
supplemental indenture will be binding on them if it becomes
effective.
This news release is neither a solicitation of consents or
proxies, nor an offer to purchase Debentures or to sell any
securities. The Solicitation is being made solely pursuant to the
Solicitation Statement.
BMO Nesbitt Burns Inc. is acting as the Solicitation Agent for
the Solicitation. D.F. King
Canada, now part of TMX Group, is acting as the Information
Agent for the Solicitation. Questions concerning the Solicitation,
requests for assistance in completing the consent and proxy form or
other requests for assistance should be directed to D.F.
King Canada at 1 (866) 822-1244
(toll-free) or 1 (416) 682-3825, or by email at
inquiries@dfking.com, or to BMO Nesbitt Burns Inc. at 1 (416)
359-6359, or by email at DCMCADSyndicateDesk@bmo.com.
Caution Concerning Forward-Looking Statements
This news release contains forward-looking statements about
certain matters, including the
Solicitation, the Meeting, and the anticipated effects of the
Proposed Amendments that are not historical facts. A statement we
make is forward-looking when it uses what we know and expect today
to make a statement about the future. Forward-looking statements
are typically identified by the words assumption, goal,
guidance, objective, outlook, project, strategy, target and
other similar expressions or future or conditional verbs such as
aim, anticipate, believe, could, expect, intend, may, plan,
seek, should, strive and will. All such forward-looking
statements are made pursuant to the "safe harbour" provisions of
applicable Canadian securities laws and of the United States
Private Securities Litigation Reform Act of 1995.
Unless otherwise indicated by us, forward-looking statements
contained in this news release
describe Bell's expectations as at the date hereof. Except as
may be required by Canadian securities laws, we do not undertake
any obligation to update or revise any forward-looking statement,
whether as a result of new information, future events or
otherwise.
Forward-looking statements, by their very nature, are subject to
inherent risks and uncertainties and are based on several
assumptions, both general and specific, which give rise to the
possibility that actual results or events could differ materially
from our expectations expressed in or implied by such
forward-looking statements. As a result, we cannot guarantee that
any forward-looking statement made in this news release will
materialize and we caution you against relying on any of these
forward-looking statements. Forward-looking statements are provided
herein for the purpose of assisting Debentureholders in evaluating
the Proposed Amendments. Readers are cautioned, however, that such
information may not be appropriate for other purposes.
Forward-looking statements made in this news release are based
on a number of assumptions that Bell believed were reasonable on
the day it made the forward-looking statements, including as to the
terms and conditions of the Solicitation and that the Proposed
Amendments would be in the form, and have the effects, described in
the Solicitation Statement. If our assumptions turn out to be
inaccurate, actual results or events could be materially different
from what we expect. There is a risk that the Proposed Amendments,
if approved and implemented, may not ultimately be in the form
described in the Solicitation Statement and/or may not have some or
all of the effects anticipated by us.
Important factors that could cause actual results or events to
differ materially from those expressed in or implied by Bell's
forward-looking statements made in this news release are disclosed
in section 9 entitled "Business risks" of BCE's annual MD&A for
the year ended December 31, 2020, as
such disclosure has been updated in BCE's 2021 First Quarter
MD&A dated April 28, 2021 and
2021 Second Quarter MD&A dated August 4,
2021, as filed with Canadian securities regulatory
authorities and available on SEDAR at sedar.com and with the U.S.
Securities and Exchange Commission and available on EDGAR at
sec.gov. These documents are also available on BCE's website at
bce.ca. Readers are cautioned that the risks referred to above are
not the only ones that could affect forward-looking statements made
in this news release. Additional risks and uncertainties not
currently known to us or that we currently deem to be immaterial
may also have a material adverse effect on forward-looking
statements made in this news release.
About Bell
Bell is Canada's largest communications
company, providing advanced broadband wireless, TV, Internet, media
and business communication services throughout the country. Founded
in Montréal in 1880, Bell is wholly owned by BCE Inc. To learn
more, please visit Bell.ca or BCE.ca.
Through Bell for Better, we are investing to create a better
today and a better tomorrow by supporting the social and economic
prosperity of our communities with a commitment to the highest
environmental, social and governance (ESG) standards. This includes
the Bell Let's Talk initiative, which promotes Canadian mental
health with national awareness and anti-stigma campaigns like Bell
Let's Talk Day and significant Bell funding of community care and
access, research and workplace leadership initiatives throughout
the country. To learn more, please visit Bell.ca/LetsTalk
.Media inquiries:
Marie-Eve Francoeur
514-391-5263
marie-eve.francoeur@bell.ca
Investor inquiries:
Thane Fotopoulos
514-870-4619
thane.fotopoulos@bell.ca
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SOURCE Bell Canada