Shareholder info
Privatization of Bell Aliant – November 3, 2014
On July 23, 2014, BCE announced it would privatize Bell Aliant by acquiring the interest of Bell Aliant’s public minority shareholders.
On October 3, 2014, BCE announced the successful completion of its tender offer to purchase all outstanding Bell Aliant publicly held common shares.
On November 3, 2014, BCE announced the formal close of the transaction as BCE acquired all remaining Bell Aliant common shares not acquired under BCE’s tender offer through a compulsory acquisition effective October 31, 2014.
Bell Aliant common shares were de-listed from the Toronto Stock Exchange (TSX) on October 31, 2014.
Information for Bell Aliant common shareholders
Under the terms of BCE’s common share tender offer, which expired on October 2, 2014, Bell Aliant common shareholders could elect to receive either:
- Cash Option ($31 in cash, subject to pro-ration)
- Share Option (0.6371 of a BCE common share, subject to pro-ration)
- Cash and Share Option ($7.75 in cash and 0.4778 of a BCE common share)
Former holders of Bell Aliant common shares who elected either Option 1 or Option 2 were subject to pro-ration such that the aggregate consideration paid was 25% in cash and 75% in BCE common shares. The share consideration was based on BCE’s 10-day volume weighted average price on July 22, 2014 (the day before announcement of the transaction) of $48.66. As a result, shareholders may have received a combination of cash and BCE common shares in the manner described in the Letter of Instruction and Offer Circular.
Former holders of Bell Aliant common shares who did not tender to BCE’s common share offer and whose shares were therefore acquired by BCE through the compulsory acquisition had the opportunity to elect one of the above options by November 10, 2014 (the Final Election Deadline). Common shareholders who did not make a valid election prior to the Final Election Deadline were deemed to have elected to receive Option 3 (Cash and Share Option).
Information for former holders of Bell Aliant common shares who submitted valid tenders by September 19
The table below indicates the entitlement you received for each Bell Aliant common share validly tendered to BCE’s offer by 5:00 pm (Eastern Time) on September 19, 2014, with take-up and payment by BCE on September 24, 2014. The pro-ration was applied only to the Cash Option (option 1).
| Election | Entitlement to be received* |
|---|---|
| 1. Cash Option | Approx. $14.60 in cash and approx. 0.3370 of a BCE common share |
| 2. Share Option | 0.6371 of a BCE common share |
| 3. Cash and Share Option | $7.75 in cash and 0.4778 of a BCE common share |
* All fractional shares were rounded down and paid in cash en lieu.
Information for former holders of Bell Aliant common shares who submitted valid tenders between September 20 and September 29
The table below indicates the entitlement you received for each Bell Aliant common share validly tendered to BCE’s offer between September 20 and September 29, 2014, with take-up and payment by BCE on September 30, 2014. The pro-ration was applied only to the Cash Option (option 1).
| Election | Entitlement to be received* |
|---|---|
| 1. Cash Option | Approx. $11.66 in cash and approx. 0.3974 of a BCE common share |
| 2. Share Option | 0.6371 of a BCE common share |
| 3. Cash and Share Option | $7.75 in cash and 0.4778 of a BCE common share |
* All fractional shares were rounded down and paid in cash en lieu.
Information for former holders of Bell Aliant common shares who submitted valid tenders between September 30 and October 2
The table below indicates the entitlement you received for each Bell Aliant common share validly tendered to BCE’s offer between September 30 and October 2, 2014, with take-up and payment by BCE on October 7, 2014. The pro-ration was applied only to the Cash Option (option 1).
| Election | Entitlement to be received* |
|---|---|
| 1. Cash Option | Approx. $11.10 in cash and approx. 0.4090 of a BCE common share |
| 2. Share Option | 0.6371 of a BCE common share |
| 3. Cash and Share Option | $7.75 in cash and 0.4778 of a BCE common share |
* All fractional shares were rounded down and paid in cash en lieu.
Information for former holders of Bell Aliant common shares whose shares were acquired after October 2 through the compulsory acquisition
BCE acquired the balance of common shares not tendered to its common share offer (which expired October 2, 2014) through a compulsory acquisition effective October 31, 2014.
The election deadline for the compulsory acquisition was November 10, 2014. Common shareholders who did not make a valid election prior to the election deadline were deemed to have elected to receive the Cash and Share Option (option 3).
Common shareholders must deliver their share certificates and a properly completed letter of transmittal to TSX Trust Company, at the office specified in the Notice of Compulsory Acquisition dated October 10, 2014, in order to receive payment.
The table below indicates the entitlement to be received for each Bell Aliant common share acquired by BCE pursuant to the compulsory acquisition. The pro-ration was applied only to the Share Option (option 2).
| Election | Entitlement to be received* |
|---|---|
| 1. Cash Option | $31.00 |
| 2. Share Option | $0.09 in cash and 0.6352 of a BCE common share |
| 3. Cash and Share Option | $7.75 in cash and 0.4778 of a BCE common share |
* All fractional shares were rounded down and paid in cash en lieu.
Registered shareholders
Please note that for all BCE share entitlements, no share certificates have been mailed. The BCE shares have been electronically registered, and shareholders have been provided with DRS (Direct Registration System) Statements.
Further assistance
Any questions may be directed to TSX Trust Company:
TSX Trust Company
Toll free in North America: 1-866-271-6893
Outside of North America: 1-416-682-3860
E-mail: bce@tmx.com
Tax instruction letter and questionnaire for eligible former holders of Bell Aliant common shares
If you are a Canadian resident and wished to make a tax election for income tax purposes in respect of your Bell Aliant common shares disposed of pursuant to the BCE offer, you were required to complete a short questionnaire within 90 days after the disposition of your common shares. Within 30 days of receipt of your completed questionnaire, a tax election form signed by BCE containing your information was provided to you.
The questions and answers below are not meant to be a substitute for the more detailed description and information contained in the Offer and Circular, the Letter of Transmittal and Election Form and the Notice of Guaranteed Delivery. Bell Aliant common shareholders were urged to read each of these documents carefully prior to making any decision regarding whether or not to tender their Bell Aliant common shares.
Frequently asked questions about the common share offer
WHAT DID I HAVE TO DO?
What did I receive for my Bell Aliant common shares if I did not make a valid election by the November 10, 2014 deadline for the compulsory acquisition?
Former Bell Aliant common shareholders whose shares were acquired by BCE through the compulsory acquisition who did not make a valid election by the November 10, 2014 deadline were deemed to have elected to receive $7.75 in cash and 0.4778 of a BCE common share.
I did not transfer my Bell Aliant common shares to BCE under the compulsory acquisition. What happens to my shares? Can I still receive payment?
Former Bell Aliant common shareholders whose shares were acquired by BCE through the compulsory acquisition who did not make a valid election prior to the November 10, 2014 deadline were deemed to have elected to receive $7.75 in cash and 0.4778 of a BCE common share.
If you are a former registered shareholder (meaning that you have a physical certificate representing your Bell Aliant common shares registered in your name), you must deliver your share certificate(s) to the transfer agent. Please join a letter confirming that you wish to exchange your Bell Aliant shares following BCE offer, and indicate your name, address and phone number:
|
By mail: TSX Trust Company |
By registered mail, in person or by courier: TSX Trust Company |
If you wish to receive a share certificate for the BCE shares instead of a DRS statement (Direct Registration System), please mention it in your letter.
If your Bell Aliant common shares were held in an account with an investment dealer, broker, bank, trust company or other nominee, your shares should have been automatically transferred to BCE after the November 10, 2014 deadline and you should have received payment. If you have not received payment for your Bell Aliant common shares, you should contact your representative.
What if I have lost my Bell Aliant common share certificate(s)? What do I have to do to receive payment for my shares?
You should contact TSX Trust Company, who will advise you on the requirements to replace the lost certificate(s). letter of transmittal , at the office specified above, in order to receive payment.
What if I still hold share certificates for Bell Aliant predecessor companies?
If you still hold certificates representing securities in one of Bell Aliant’s predecessors (including Bell Aliant Regional Communications Income Fund, Aliant, Bruncor, Island Tel, MT&T and New Tel), you may still make a demand for payment under letter of transmittal , at the office specified above, in order to receive payment.
DIVIDENDS
How did BCE's offer impact my Bell Aliant dividends?
Bell Aliant had agreed to not declare the regular quarterly dividend that would have been payable on Bell Aliant common shares on October 6, 2014.
TAX IMPLICATIONS
What are the Canadian federal income tax consequences of accepting BCE's offer?
If you were a resident of Canada and held your Bell Aliant common shares as capital property and you sold your Bell Aliant common shares pursuant to BCE’s offer, you realized a capital gain (or capital loss) to the extent that the proceeds of disposition of such Bell Aliant common shares exceed (or are less than) the total of your adjusted cost base of such Bell Aliant common shares and any reasonable costs of disposition. However, if you were an Eligible Holder and you received BCE common shares (whether pursuant to the Share Alternative , the Cash Alternative (in the event of pro-ration) or the Cash and Share Alternative ) you could, depending upon your circumstances, obtain a full or partial tax-deferred “rollover” by making a joint election with BCE pursuant to subsection 85(1) of the Tax Act (and the corresponding provisions of any applicable provincial legislation). If you elected the Share Alternative and you received only BCE common shares, you may in certain circumstances have obtained an automatic tax-deferred “rollover” and also be entitled to make a joint election. Please consult your tax advisor for more details.
If you are not a resident of Canada you generally were not subject to tax under the Tax Act on any capital gain realized on a disposition of your Bell Aliant common shares pursuant to BCE’s offer, unless your Bell Aliant common shares were “taxable Canadian property” and were not “treaty-protected property”.
The above is a brief summary of Canadian federal income tax consequences only and is qualified by the description of Canadian federal income tax considerations in Section 25 of the Circular, “Certain Canadian Federal Income Tax Considerations”. Former holders of Bell Aliant common shares were urged to consult their own tax advisors to determine the particular tax consequences to them.
What were the U S federal income tax consequences of accepting BCE's offer?
The exchange of Bell Aliant common shares for BCE common shares and/or cash pursuant to BCE’s offer was a taxable transaction for U S federal income tax purposes. Former U S holders of Bell Aliant common shares generally recognized a gain or loss equal to the difference, if any, between (a) the fair market value of any BCE common shares received in exchange for such Bell Aliant common shares, measured in U S dollars, plus the U S dollar value of any cash received in exchange for such Bell Aliant common shares and (b) such U S holder’s adjusted tax basis in the Bell Aliant common shares. Any gain or loss recognized upon the exchange was generally treated as capital gain or loss.
A non-U S holder was generally not subject to U S federal income tax on gain recognized on exchange of Bell Aliant common shares pursuant to BCE’s offer unless the gain was “effectively connected” with the non-U S holder conduct of a trade or business in the United States or the non-U S holder was an individual present in the United States for 183 or more days in the taxable year of the exchange, and certain other requirements were met.
You were urged to consult your own tax advisors to determine the particular tax consequences to you. For a brief summary of certain U S federal income tax consequences of accepting the offer, see Section 26 of the Circular, “Certain United States Federal Income Tax Considerations”.
Where could I find the tax instruction letter and Tax Election forms?
If you were a Canadian resident and wished to make a tax election for income tax purposes in respect of your Bell Aliant common shares disposed of pursuant to the BCE offer, you were required to complete a short questionnaire within 90 days after the disposition of your common shares. Within 30 days of receipt of your completed questionnaire, a tax election form signed by BCE containing your information was provided to you.
MORE INFORMATION
Who can I call for more information?
Any questions may be directed to TSX Trust Company
TSX Trust Company:
Toll free in North America: 1-866-271-6893
Outside of North America: 1-416-682-3860
E-mail: bce@tmx.com
Information for former holders of Bell Aliant preferred shares
BCE’s preferred share offer expired at 5:00 pm (Eastern Time) on September 19, 2014. As all conditions of BCE’s preferred share offer have been satisfied, the BCE preferred shares exchanged for tendered Bell Aliant preferred shares were issued on September 24, 2014 and commenced trading on the TSX at the open of trading on the next day.
On October 3, 2014, BCE announced that the company had entered into an agreement with Bell Aliant Preferred Equity Inc. (Prefco) to effect an amalgamation of Prefco with a newly incorporated, wholly owned subsidiary of BCE. The amalgamation of Prefco was approved by preferred shareholders on October 31, 2014 and became effective November 1, 2014.
Subject to the terms and conditions of the amalgamation agreement, Prefco preferred shareholders received the same newly issued BCE preferred shares, with the same financial terms as the existing Prefco preferred shares, that were received by preferred shareholders who tendered to the preferred share offer.
Bell Aliant preferred shares were delisted from the TSX at the close of trading on November 3, 2014.
Frequently asked questions about the preferred share exchange offer
The questions and answers below are not meant to be a substitute for the more detailed description and information contained in the Offer and Circular and the Letter of Transmittal. Bell Aliant preferred shareholders were urged to read each of these documents carefully prior to making any decision regarding whether or not to tender their Bell Aliant preferred shares.
TAKE-UP AND EXCHANGE
What did I receive in exchange for my Bell Aliant preferred shares?
In exchange for each of your existing Bell Aliant preferred shares, you received one newly-issued preferred share of BCE having the same financial terms as your previous Bell Aliant preferred shares.
DIVIDENDS
Did I miss any dividend payments if I accepted BCE's offer?
No. Acceptance of BCE’s offer did not affect the amount or timing of dividends.
TAX IMPLICATIONS
What were the Canadian federal income tax consequences of accepting BCE's offer?
Taxable Canadian Bell Aliant preferred shareholders who tendered their Bell Aliant preferred shares to BCE’s offer were generally entitled to a rollover to defer Canadian taxation on any capital gains in respect of such shares.
The above was a brief summary of Canadian federal income tax consequences only of accepting BCE’s offer and is qualified by the description of the Canadian federal income tax considerations in Section 24 of the circular, “Certain Canadian federal income tax considerations”. You were urged to consult your own tax advisors to determine the particular tax consequences to you.
MORE INFORMATION
Who can I call for more information?
Any questions may be directed to TSX Trust Company:
TSX Trust Company
Toll free in North America: 1-866-271-6893
Outside of North America: 1-416-682-3860
E-mail: bce@tmx.com