Bell Canada to form new income trust for regional customers

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
    release.

    - Trust to have 1.6 million lines in Ontario and Québec
    - No changes in services or prices for customers
    - Part of Bell Canada's core communications business using Bell and
      Sympatico brands
    - Trust units to be distributed to BCE shareholders

    MONTREAL, Feb. 1 2006 -- 
BCE Inc. (TSX, NYSE: BCE) today announced
its intention to form a new telephone income trust that will own and manage
1.6 million local access lines in parts of Bell Canada's territory in Ontario
and Québec. The regional trust will be an important part of Bell Canada's
overall communications business. Bell Canada expects to retain an
approximately 50% interest in the Trust following the planned distribution of
trust units to BCE shareholders.
    "The regional trust will have a management team dedicated to and
intensely focused on the specific needs of their customers in regional
communities," said Michael Sabia, President and Chief Executive Officer of
BCE. "This is a proven model within the Bell Canada family where Bell Nordiq
has clearly demonstrated that a management team more attuned to local issues
can deliver an optimum service offering for customers."
    The local access lines to be transferred to the regional trust are
located in regions where there is less cable penetration, and are therefore
not undergoing the fundamental transformation occurring in the more
competitive major cities. The result is a stable, modestly growing business
ideally suited to be managed through a different operating model and capital
structure.

    The Trust and Its Customers

    The regional trust will have a management team focused on local customer
needs and service, responding efficiently to local and regional issues and
community concerns. It will own the local wireline and DSL assets within its
territory and will manage the provision of all wireline, legacy data and
Internet products for all residential and business customers. Enterprise and
small and medium-sized businesses with head offices in the territory will be
transferred to the Trust. Bell Canada will retain ownership of all other
assets, including wireless, television, and Bell World Stores, and will
continue to sell Bell Mobility and ExpressVu products in cooperation with the
Trust.
    For customers, the establishment of the Trust will be seamless and
transparent, with no changes in the services available. It will continue to
use the Bell and Sympatico brands for its wireline and Internet products.
Operator services, 6-1-1 and 9-1-1 will continue to operate just as they do
today. The Trust's customers will have access to Bell Canada's national
network. Call centre, product and technology development, IS-IT and network
operations will be outsourced by the Trust to Bell Canada through long-term
agreements.
    As part of the Bell Canada family, customers will continue to have access
to next generation products and services from Bell Canada as they are
developed. The trust structure will provide sufficient cash flow to ensure
continued deployment of broadband to communities within the Trust's territory.
It will have access to wireless broadband services provided by Inukshuk when
they become available.
    Customers will continue to benefit from bundles and single billing from
the regional trust. Those customers who currently receive separate Bell
Mobility or ExpressVu bills will continue to do so. The Trust's prices will be
the same as Bell Canada's at transfer.
    Once established, the Trust will have regional offices in Ontario and
Québec. It will operate in both official languages with strong management
presence in the territories it serves.
    Communities in the territory were selected to establish a reasonably
contiguous area that provides adequate scale for the business in terms of its
revenue and cash flow profile. The resulting territory ensures the integrity
of field operations and communities within both the Trust and Bell Canada. For
further details about the territory, see the attached map and list of
communities.

    Bell Regionnal Trust Territory:
    http://files.newswire.ca/175/Bell_Territory.ppt

    List of Bell Communities:
    http://files.newswire.ca/175/Bell_Communities.doc

    Approximately 1000 Bell Canada employees dedicated to the regional trust
will, over time, transfer to the new Trust to staff head office and manage
field services and marketing. Unions representing Bell Canada employees will
continue to do so in the Trust and existing working conditions will remain in
force upon transfer. There will be no employment loss as a result of this
transaction.

    The Transaction

    "This is a strategic asset for Bell Canada and will continue to be a key
part of our core communications business," said Mr. Sabia. "With favourable
metrics such as lower competitive exposure and relatively steady annual
capital expenditure requirements, the end result is a stable, modestly growing
business."
    BCE intends to distribute approximately 50% of its interest in the Trust
to all of its common shareholders on a pro rata basis in exchange for a
reduction of approximately 75 million BCE common shares or approximately 8% of
BCE common shares outstanding. The distribution is expected to result in a tax
deferred distribution to shareholders resident in Canada. It is expected that,
for U.S. tax purposes, the distribution of Trust units will likely be treated
as a dividend, but will not be subject to any Canadian non-resident
withholding tax. For U.S. regulatory reasons, it is anticipated that non-
institutional U.S. shareholders of BCE would receive net proceeds of the sale
of the Trust units, rather than the Trust units themselves.
    BCE will maintain its current dividend of $1.32 per BCE common share.
Following completion of the transaction, BCE shareholders are expected to
receive annual cash distributions of approximately $1.40 in combined trust
distributions and post-exchange BCE common share dividends.
    The Trust's estimated 2005 pro forma revenue is $1.2 billion, with an
EBITDA margin of approximately 50%, estimated capital expenditures of
approximately $150 million and distributable cash of approximately
$380 million.(1) The Trust is expected to have an investment grade rating with
a leverage ratio of approximately 2.0x debt to EBITDA and to distribute
approximately 90% of its distributable cash flow to investors. BCE believes
that the equity value of the regional lines will be valued approximately
$3 billion higher in a trust structure as compared to how they are valued
today within BCE.
    BCE will establish a governance structure for the Trust in line with
comparable current income trust precedents, where control is maintained by the
sponsoring shareholder at ownership levels significantly below 50%. As a
result, BCE will continue to consolidate the financial results of the regional
trust.
    The transaction is expected to close once all necessary approvals are
obtained, including from the Canada Revenue Agency (CRA), Canadian Radio-
television and Telecommunications Commission (CRTC), Competition Bureau,
securities regulators, and the Toronto Stock Exchange, and a plan of
arrangement is approved by shareholders.

    BCE Asset Review

    The creation of the regional trust is part of a comprehensive review of
BCE's asset base being conducted by BCE. For more information on BCE's asset
review see the BCE Business Review Conference news release also issued today.

    About BCE

    BCE is Canada's largest communications company. Through its 28 million
customer connections, BCE provides the most comprehensive and innovative suite
of communication services to residential and business customers in Canada.
Under the Bell brand, the Company's services include local, long distance and
wireless phone services, high-speed and wireless Internet access, IP-broadband
services, information and communications technology services (or value-added
services) and direct-to-home satellite and VDSL television services. Other BCE
businesses include Canada's premier media company, Bell Globemedia, and
Telesat Canada, a pioneer and world leader in satellite operations and systems
management. BCE shares are listed in Canada, the United States and Europe.

    Caution Concerning Forward-Looking Statements

    Certain statements made in this press release, including, but not limited
to, the intention to create the regional trust and its expected governance
structure and scope of business operations, the proposed distribution of trust
units to BCE shareholders and BCE's anticipated remaining interest in the
trust, the structure of the transaction and the tax treatment of shareholders,
the expected increase in the value of distributions to BCE shareholders and in
the equity value of the regional lines to be transferred to the trust, the pro
forma financial performance of the regional trust, and other statements that
are not historical facts, are forward-looking statements and are subject to
important risks, uncertainties and assumptions. The results or events
predicted in these forward-looking statements may differ materially from
actual results or events. As a result, readers are cautioned not to place
undue reliance on these forward-looking statements.
    The pro forma financial results of the trust have been prepared by
management on the basis of unaudited financial information for the year ended
December 31, 2005. The actual results for the year ended December 31, 2005 may
vary from the amounts discussed herein as a result of year end adjustments
made in connection with the preparation of audited financial statements or
otherwise, and such variation may be material. In addition, the actual results
of the trust in the future will likely vary from the amounts discussed herein.
In addition, the pro forma combined trust cash distribution and BCE common
share dividend has been prepared by management making a number of assumptions
including, but not limited to, a reduction of approximately 8% in the number
of BCE common shares outstanding following the transaction, a distribution by
BCE of approximately 50% of its interest in the trust to BCE common
shareholders on a pro rata basis and distributable cash of approximately
$380 million. The increase in equity value of the regional lines to be
transferred to the trust is based on various assumptions including: (i) such
regional lines being currently valued at 4.5-5.0x EBITDA resulting in an
equity value of approximately $1.7 billion, assuming a 2.0x debt to EBITDA
leverage ratio; and (ii) transferring such regional lines to an income trust
would increase their equity value to approximately $4.5-5.0 billion assuming a
yield on the cash received by investors of 7% to 7.5% (distributable cash flow
times payout ratio of 90%).
    The completion of the proposed transaction is subject to a number of
conditions including, without limitation, receipt of: (i) an advance tax
ruling from the CRA; (ii) CRTC approvals; (iii) an advance ruling certificate
from the Competition Bureau; (iv) securities commissions, other applicable
regulatory and stock exchange approvals; (v) possible third party consents on
satisfactory terms; and (vi) required securityholder approvals, as well as the
arranging of satisfactory bank financing.
    The proposed transaction is expected to take a number of months to
complete and, during such period, especially given the rapid pace of change in
the industry and potential regulatory developments or changes in laws, or for
business reasons, the proposed transaction may cease to be as favourable,
and/or other transactions and opportunities that BCE or Bell Canada consider
to be more attractive than the proposed transaction may emerge, in which case
the proposed regional trust transaction could be modified, restructured or
terminated.
    Other factors that could cause results or events related to the
transaction to differ materially from current expectations include, among
other things: our ability to complete the proposed transaction without adverse
effects on our or the regional trust's customers and the ability of the
regional trust to make or maintain cash distributions. In turn, the trust's
results and ability to maintain cash distributions will be subject to various
risks including, without limitation, intensity of competitive activity,
general economic and market conditions, the level of consumer confidence and
spending and the demand for, and prices of, the regional trust's services, the
impact of pending or future litigation or regulatory proceedings, and the
other risk factors applicable to BCE companies.
    For additional information with respect to certain of these and other
assumptions and risk factors, please refer to the Safe Harbor Notice
Concerning Forward-Looking Statements dated February 1, 2006 filed by BCE Inc.
with the U.S. Securities and Exchange Commission, under Form 6-K, and with the
Canadian securities commissions. The forward-looking statements contained in
this press release represent our expectations as of February 1, 2006 and,
accordingly, are subject to change after such date. However, we disclaim any
intention and assume no obligation to update or revise any forward-looking
statements, whether as a result of new information, future events or
otherwise. For additional information, please refer to the presentations made
at the Bell Canada Enterprises Business Review 2006 available on BCE's website
at http://www.bce.ca/en/news/eventscalendar/webcasts/2006/20060201/.
    The Trust units of the regional trust have not been and will not be
registered under the U.S. Securities Act of 1933 and may not be offered or
sold in the United States absent registration or an applicable exemption from
the registration requirement of such Act.

    -------------
    Note:

    (1) Estimated distributable cash of $380 million represents management's
        estimate and is calculated by subtracting capital expenditures and
        interest expense from estimated EBITDA of approximately $600 million.
        Distributable cash is an operating performance measure that is
        generally used by Canadian income funds as an indicator of financial
        performance. Distributable cash is not a recognized measure under
        Canadian generally accepted accounting principles and does not have a
        standardized meaning. Distributable cash as presented above may not
        be comparable to similar measures presented by other issuers. EBITDA
        does not have any standardized meaning prescribed by Canadian
        generally accepted accounting principles. It is therefore unlikely to
        be comparable to similar measures presented by other companies. We
        believe that certain investors and analysts use EBITDA to measure a
        company's ability to service debt and to meet other payment
        obligations, or as a common valuation measurement in the
        telecommunications industry.



For further information: Pierre Leclerc, Media Relations,
(514) 391-2007, 1-877-391-2007, pierre.leclerc@bell.ca;
Thane Fotopoulos,
Investor Relations, (514) 870-4619, thane.fotopoulos@bell.ca;
To request a free copy of this organization's annual report, please go to
http://www.newswire.ca and click on reports@cnw.
 
  Go to Press Releases Index

Legal Notice
Last modified on March 3, 2008
© 2010 BCE Inc. ALL Rights Reserved.