Exhibit 99.1
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 6-K
REPORT OF FOREIGN PRIVATE ISSUER
Pursuant to Rule 13a-16 or 15d-16 under
the Securities Exchange Act of 1934
| For the month of: April 2017 | Commission File Number: 1-8481 |
BCE Inc.
(Translation of Registrant’s name into English)
1, Carrefour Alexander-Graham-Bell, Verdun, Québec, Canada H3E 3B3,
(514) 870-8777
(Address of principal executive offices)
Indicate by check mark whether the registrant files or will file annual reports under cover of Form 20-F or Form 40-F.
| Form 20-F _________ | Form 40-F ____ X ____ |
Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(1): _____
Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(7): _____
Indicate by check mark whether by furnishing the information contained in this Form, the registrant is also thereby furnishing the information to the Commission pursuant to Rule 12g3-2(b) under the Securities Exchange Act of 1934.
| Yes _________ | No ____ X ____ |
If “Yes” is marked, indicate below the file number assigned to the registrant in connection with Rule 12g3-2(b): 82- _____.
Only the Eighth Supplemental Indenture dated as of April 1, 2017 between Bell Canada, as issuer, BCE Inc., as guarantor, and Computershare Trust Company of Canada, as trustee, furnished with this Form 6-K as Exhibit 99.3 is incorporated by reference in the registration statement filed by BCE Inc. with the Securities and Exchange Commission on Form F-10 (Registration Statement No. 333-213603). Except for the foregoing, no other document or portion of document furnished with this Form 6-K is incorporated by reference in BCE Inc.’s registration statements. Notwithstanding any reference to BCE Inc.’s Web site on the World Wide Web in the documents attached hereto, the information contained in BCE Inc.’s site or any other site on the World Wide Web referred to in BCE Inc.’s site is not a part of this Form 6-K and, therefore, is not furnished to the Securities and Exchange Commission.
Page 1
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
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BCE Inc.
(Signed) Michel Lalande |
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Michel Lalande
Senior Vice-President, Corporate Secretary & General Counsel
April 5, 2017 |
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EXHIBIT INDEX
99.1 Bell Canada Certificate and Articles of Amalgamation (April 1, 2017 6 a.m.)
99.2 Bell Canada Certificate and Articles of Amalgamation (April 1, 2017 10 a.m.)
99.3 Eighth Supplemental Indenture dated as of April 1, 2017 between Bell Canada, as issuer, BCE Inc., as guarantor, and Computershare Trust Company of Canada, as trustee
99.4 Fifty-Fifth Supplemental Indenture dated as of April 1, 2017 between Bell Canada, as issuer, BCE Inc., as guarantor, and CIBC Mellon Trust Company, as trustee
Page 3
Exhibit 99.1
Exhibit 99.2
Exhibit 99.3
Dated as of April 1, 2017
BELL CANADA
and
BCE INC.
and
COMPUTERSHARE TRUST COMPANY OF CANADA/
SOCIÉTÉ DE FIDUCIE COMPUTERSHARE DU CANADA
Trustee
EIGHTH SUPPLEMENTAL
TRUST INDENTURE
THIS EIGHTH SUPPLEMENTAL TRUST INDENTURE made as of April 1, 2017
| BETWEEN |
BELL CANADA
, a corporation incorporated under the laws of Canada, herein called the
"Corporation
"
– and – BCE INC. , a corporation incorporated under the laws of Canada, herein called the "Guarantor " – and – COMPUTERSHARE TRUST COMPANY OF CANADA/ SOCIÉTÉ DE FIDUCIE COMPUTERSHARE DU CANADA , a corporation governed by the Trust and Loan Companies Act (Canada), herein called "Trustee" |
WHEREAS the Corporation currently has subordinated debentures, Series 1 and Series 2 issued and outstanding pursuant to a trust indenture between Bell Canada and the Trustee dated as of April 17, 1996, as from time to time supplemented, modified or changed (the "Original Trust Indenture") ;
AND WHEREAS by a Sixth Supplemental Indenture to the Original Trust Indenture dated February 1, 2007, the Guarantor provided a guarantee of Bell Canada’s payment obligations under the Original Trust Indenture;
AND WHEREAS effective April 1, 2017, Bell Canada amalgamated with its wholly-owned subsidiary MTS Inc. pursuant to the provisions of the Canada Business Corporations Act (“ First Amalgamation ”) ;
AND WHEREAS effective on April 1, 2017, subsequent to the First Amalgamation, Bell Canada, as the entity resulting from the First Amalgamation, amalgamated with its wholly-owned direct and indirect subsidiaries 9331956 Canada Inc., 10085332 Canada Inc. and 10085324 Canada Inc. pursuant to the provisions of the Canada Business Corporations Act (“ Second Amalgamation ”), with the result that the Corporation, as the amalgamated entity, became Bell Canada’s successor;
AND WHEREAS pursuant to the provisions of the Original Trust Indenture and, in particular, of sections 8.01 and l0.01(d) thereof, it is desirable that the Corporation enter into and execute this Eighth Supplemental Trust Indenture in favour of the Trustee to confirm the covenants and obligations of the Corporation.
NOW THEREFORE THIS INDENTURE WITNESSETH and it is hereby agreed and declared as follows:
ARTICLE ONE
Interpretation
SECTION 1.01. Part of Original Trust Indenture. The Original Trust Indenture is a part of this Eighth Supplemental Trust Indenture and by this reference is incorporated herein with the same effect as though at length set forth herein; and in this Eighth Supplemental Trust Indenture, unless there is something in the subject or context inconsistent therewith, the expressions herein contained shall have the same meaning as corresponding expression in the Original Trust Indenture. All the provisions of the Original Trust Indenture, except only so far as the same may be inconsistent with the express provisions of this Eighth Supplemental Trust Indenture, shall apply to and have effect in connection with this Eighth Supplemental Trust Indenture.
ARTICLE TWO
Covenants of the Corporation
SECTION 2.01. Confirmation of Covenants. The Corporation hereby expressly covenants:
(1) To pay punctually when due the principal moneys, premium, if any, interest and other moneys payable under the Original Trust Indenture;
(2) To perform and observe punctually all the obligations of Bell Canada under the Original Trust Indenture and under and in respect of all outstanding Debentures; and
(3) To observe and perform each and every covenant, stipulation, promise, undertaking, condition and agreement of Bell Canada contained in the Original Trust Indenture as fully and completely as if it had itself executed the Original Trust Indenture as Party of the First Part to the Original Trust Indenture and had expressly agreed therein to observe and perform the same.
ARTICLE THREE
Guarantee
SECTION 3.01. Confirmation of Guarantee. The Guarantor agrees that the Guarantee provided by the Guarantor pursuant to the Sixth Supplemental Indenture to the Original Trust Indenture:
(1) Remains enforceable against it in accordance with its terms; and
(2) Continues to guarantee the full and timely payment when due, whether at stated maturity, by required payment, acceleration, declaration, demand or otherwise of all of the Guaranteed Obligations.
ARTICLE FOUR
Execution
SECTION 4.01. Counterparts and Formal Date. This Eighth Supplemental Trust Indenture may be executed in several counterparts, each of which so executed shall be deemed to be an original, and such counterparts together shall constitute one and the same instrument and notwithstanding their date of execution shall be deemed to bear date as of April 1, 2017.
[THE REMAINDER OF THIS PAGE HAS BEEN INTENTIONALLY LEFT BLANK]
IN WITNESS WHEREOF the parties hereto have declared that they have required that these presents be in the English language and have executed these presents under the hands of their proper officers in that behalf.
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BELL CANADA
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| By: | (Signed) Paul Stinis |
|
Paul Stinis
Senior Vice-President and Treasurer |
|
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BCE INC.
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| By: | (Signed) Paul Stinis |
|
Paul Stinis
Senior Vice-President and Treasurer |
|
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COMPUTERSHARE TRUST COMPANY OF CANADA / SOCIÉTÉ DE FIDUCIE COMPUTERSHARE DU CANADA
|
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| By: | (Signed) Nathalie Gagnon |
|
Nathalie Gagnon
Corporate Trust Officer |
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| By: | (Signed) Ana Kamami |
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Ana Kamami
Associate Trust Officer |
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[Signature page – Eighth Supplemental Trust Indenture]
Exhibit 99.4
Dated as of April 1, 2017
BELL CANADA
and
BCE INC.
and
CIBC MELLON TRUST COMPANY-
COMPAGNIE TRUST CIBC MELLON
Trustee
FIFTY-FIFTH SUPPLEMENTAL
TRUST INDENTURE
THIS FIFTY-FIFTH SUPPLEMENTAL TRUST INDENTURE made as of April 1, 2017
| BETWEEN |
BELL CANADA
, a corporation incorporated under the laws of Canada, herein called the
"Corporation"
– and – BCE INC. , a corporation incorporated under the laws of Canada, herein called the "Guarantor" – and – CIBC MELLON TRUST COMPANY / COMPAGNIE TRUST CIBC MELLON , a corporation governed by the Trust and Loan Companies Act (Canada), herein called the " Trustee " |
WHEREAS the Corporation currently has debentures, Series EG, EH, EJ, EO, EU and EZ issued and outstanding pursuant to a trust indenture between Bell Canada and the Trustee dated as of July 1, 1976, as from time to time supplemented, modified or changed (the "Original Trust Indenture") ;
AND WHEREAS by a Fifty-Third Supplemental Indenture to the Original Trust Indenture dated February 1, 2007, the Guarantor provided a guarantee of Bell Canada’s payment obligations under the Original Trust Indenture;
AND WHEREAS effective April 1, 2017, Bell Canada amalgamated with its wholly-owned subsidiary MTS Inc. pursuant to the provisions of the Canada Business Corporations Act (“ First Amalgamation ”);
AND WHEREAS effective on April 1, 2017, subsequent to the First Amalgamation, Bell Canada, as the entity resulting from the First Amalgamation, amalgamated with its wholly-owned direct and indirect subsidiaries 9331956 Canada Inc., 10085332 Canada Inc. and 10085324 Canada Inc. pursuant to the provisions of the Canada Business Corporations Act (“ Second Amalgamation ”), with the result that the Corporation, as the amalgamated entity, became Bell Canada’s successor;
AND WHEREAS pursuant to the provisions of the Original Trust Indenture and, in particular, of sections 8.01 and 10.01(d) thereof, it is desirable that the Corporation enter into and execute this Fifty-Fifth Supplemental Trust Indenture in favour of the Trustee to confirm the obligations of the Corporation.
NOW THEREFORE THIS INDENTURE WITNESSETH and it is hereby agreed and declared as follows:
ARTICLE 1
Interpretation
SECTION 1.01. Part of Original Trust Indenture. The Original Trust Indenture is a part of this Fifty-Fifth Supplemental Trust Indenture and by this reference is incorporated
herein with the same effect as though at length set forth herein; and in this Fifty-Fifth Supplemental Trust Indenture, unless there is something in the subject or context inconsistent therewith, the expressions herein contained shall have the same meaning as corresponding expression in the Original Trust Indenture. All the provisions of the Original Trust Indenture, except only so far as the same may be inconsistent with the express provisions of this Fifty-Fifth Supplemental Trust Indenture, shall apply to and have effect in connection with this Fifty-Fifth Supplemental Trust Indenture.
Solely for purposes of the incorporation by reference herein of the Original Trust Indenture (i) the word "Company" defined in Section 1.01 of the Original Trust Indenture shall be replaced by the word "Corporation" and (ii) whenever the word "Company" appears in the Original Trust Indenture, it shall be read as a reference to the word "Corporation''.
ARTICLE 2
Covenants of the Corporation
SECTION 2.01. Confirmation of Covenants. The Corporation hereby expressly covenants:
(1) To pay punctually when due the principal moneys, premium, if any, interest and other moneys payable under the Original Trust Indenture;
(2) To perform and observe punctually all the obligations of Bell Canada under the Original Trust Indenture and under and in respect of all outstanding Debentures; and
(3) To observe and perform each and every covenant, stipulation, promise, undertaking, condition and agreement of Bell Canada contained in the Original Trust Indenture as fully and completely as if it had itself executed the Original Trust Indenture as Party of the First Part to the Original Trust Indenture and had expressly agreed therein to observe and perform the same.
ARTICLE 3
Guarantee
SECTION 3.01. Confirmation of Guarantee . The Guarantor agrees that the Guarantee provided by the Guarantor pursuant to the Fifty-Third Supplemental Indenture to the Original Trust Indenture:
(1) Remains enforceable against it in accordance with its terms; and
(2) Continues to guarantee the full and timely payment when due, whether at stated maturity, by required payment, acceleration, declaration, demand or otherwise of all of the Guaranteed Obligations.
ARTICLE 4
Execution
SECTION 4.01. Counterparts and Formal Date. This Fifty-Fifth Supplemental Trust Indenture may be executed in several counterparts, each of which so executed shall be deemed to be an original, and such counterparts together shall constitute one and the same instrument and notwithstanding their date of execution shall be deemed to bear date as of April 1, 2017.
[THE REMAINDER OF THIS PAGE HAS BEEN INTENTIONALLY LEFT BLANK]
IN WITNESS WHEREOF the parties hereto have declared that they have required that these presents be in the English language and have executed these presents under the hands of their proper officers in that behalf.
|
BELL CANADA
|
|
| By: | (Signed) Paul Stinis |
|
Paul Stinis
Senior Vice-President and Treasurer |
|
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BCE INC.
|
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| By: | ( Signed) Paul Stinis |
|
Paul Stinis
Senior Vice-President and Treasurer |
|
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CIBC MELLON TRUST COMPANY – COMPAGNIE TRUST CIBC MELLON, as Trustee
|
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| By: | (Signed) J. Steven Broude |
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J. Steven Broude
Authorized Signatory |
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[Signature page – Fifty-Fifth Supplemental Trust Indenture]