Securities Law & Instruments

Headnote

Clause 104(2)(c) -- Issuer bid -- relief from issuer bid requirements in sections 94 to 94.8 and 97 to 98.7 of the Act -- Issuer proposes to purchase, at a discounted purchase price, approximately 2,800,000 of its common shares from one shareholder -- due to discounted purchase price, proposed purchases cannot be made through TSX trading system -- but for the fact that the proposed purchases cannot be made through the TSX trading system, the Issuer could otherwise acquire the subject shares in reliance upon the issuer bid exemption available under section 101.2 of the Act and in accordance with the TSX rules governing normal course issuer bid purchases -- no adverse economic impact on or prejudice to issuer or public shareholders -- proposed purchases exempt from issuer bid requirements in sections 94 to 94.8 and 97 to 98.7 of the Act, subject to conditions.

TRANSLATION

March 27, 2009

IN THE MATTER OF

THE SECURITIES LEGISLATION OF

QUÉBEC AND ONTARIO

(the "Jurisdictions")

AND

IN THE MATTER OF

THE PROCESS FOR EXEMPTIVE RELIEF

APPLICATIONS IN MULTIPLE JURISDICTIONS

AND

IN THE MATTER OF

BCE INC.

(the "Issuer")

 

DECISION

Background

The securities regulatory authority or regulator in each of the Jurisdictions (the "Decision Maker") has received an application from the Issuer for a decision under the securities legislation of the Jurisdictions (the "Legislation") granting relief (the "Exemption Sought") (i) from the issuer bid requirements in connection with the proposed purchases by the Issuer of up to 3,900,000 (the "BMO Ltée/Ltd. Shares") of its common shares (the "Common Shares") in one or more trades from BMO Nesbitt Burns Ltd. (the "62-104 Issuer Bid Requirements"), and (ii) from the issuer bid requirements in connection with the proposed purchases by the Issuer of up to 2,600,000 Common Shares in one or more trades (concurrently or not with the BMO Ltée/Ltd. Shares) from BMO Nesbitt Burns Inc. (the "Ontario Issuer Bid Requirements", together with the 62-104 Issuer Bid Requirements, the "Issuer Bid requirements").

Under the Process for Exemptive Relief Applications in Multiple Jurisdictions (for a dual application):

(a) the Autorité des marchés financiers is the principal regulator for this application (the "Principal Regulator"); and

(b) the decision is the decision of the Principal Regulator and evidences the decision of the securities regulatory authority or regulator in Ontario.

Interpretation

Terms defined in Regulation 14-101 Definitions and Regulation 11-102 Passport System have the same meaning if used in this decision, unless otherwise defined.

Representations

This decision is based on the following facts represented by the Issuer:

1. The Issuer is a corporation governed by the Canada Business Corporations Act.

2. The head office and registered office of the Issuer are located at 1 Carrefour Alexander-Graham-Bell, Building A, 8th Floor, Verdun, Québec H3E 3B3.

3. The Issuer is a reporting issuer in each of the provinces of Canada and the Common Shares of the Issuer are listed for trading on the Toronto Stock Exchange ("TSX") and the New York Stock Exchange under the symbol "BCE". The Issuer is not in default of any requirement of the securities legislation in the Jurisdictions in which it is a reporting issuer.

4. The authorized common share capital of the Issuer consists of an unlimited number of Common Shares, of which approximately 787,080,838 were issued and outstanding as of February 17, 2009.

5. BMO Nesbitt Burns Ltée/Ltd. and BMO Nesbitt Burns Inc. (collectively, the "Selling Shareholders") have advised the Issuer that they own at least 3,900,000 and 2,600,000 Common Shares, respectively.

6. Each Selling Shareholder has advised the Issuer that it does not directly or indirectly own more than 5% of the issued and outstanding Common Shares.

7. Each of the Selling Shareholders is at arm's length to the Issuer and is not an insider of the Issuer or an associate of an insider of the Issuer, or an associate or affiliate of the Issuer, as such terms are defined in the Legislation. Each of the Selling Shareholders is an accredited investor within the meaning of Regulation 45-106 Prospectus and Registration Exemptions ("Regulation 45-106").

8. On December 23, 2008, the Issuer commenced a normal course issuer bid (its "Normal Course Issuer Bid") for up to 40,000,000 Common Shares through the facilities of the TSX in accordance with sections 628 to 629.3 of Part VI of the TSX Company Manual (the "TSX NCIB Rules"). As at February 20, 2009, 20,953,300 Common Shares have been purchased under the Issuer's Normal Course Issuer Bid.

9. The Issuer and the Selling Shareholders intend to enter into one or more agreements of purchase and sale (each, an "Agreement") pursuant to which the Issuer will agree to acquire up to 6,500,000 Common Shares (collectively, the "Subject Shares") from the Selling Shareholders by one or more purchases each occurring prior to May 31, 2009 (each such purchase, a "Proposed Purchase") for a purchase price (the "Purchase Price") that will be negotiated at arm's length between the Issuer and the Selling Shareholders. The Purchase Price will be at a discount to the prevailing market price and below the bid-ask price for the Issuer's Common Shares at the time of each Proposed Purchase.

10. The Subject Shares acquired under each Proposed Purchase will constitute a "block" as that term is defined in section 628 of the TSX NCIB Rules.

11. The purchase of the Subject Shares by the Issuer pursuant to each Agreement will constitute an issuer bid for purposes of the Issuer Bid Requirements.

12. Because the Purchase Price will be at a discount to the prevailing market price and below the bid-ask price for the Issuer's Common Shares at the time of each Proposed Purchase, each Proposed Purchase cannot be made through the TSX trading system and, therefore, will not occur through the facilities of the TSX. As a result, the Issuer will be unable to acquire the Subject Shares from the Selling Shareholders in reliance upon the exemption from the Issuer Bid Requirements in each Jurisdiction.

13. But for the fact that the Purchase Price will be at a discount to the prevailing market price and below the bid-ask price for the Issuer's Common Shares at the time of each Proposed Purchase, the Issuer could otherwise acquire the Subject Shares as a "block purchase" (a "Block Purchase") in accordance with the block purchase exception in section 629(l)7 of the TSX NCIB Rules and the exemption from the Issuer Bid Requirements in each Jurisdiction. The notice of intention to make a normal course issuer bid filed with the TSX by the Issuer contemplates that purchases under the bid may be made by such other means as may be permitted by the TSX, including by private agreements pursuant to an issuer bid exemption order issued by a securities regulatory authority.

14. For each Proposed Purchase, the Issuer will be able to acquire the Subject Shares from the Selling Shareholders in reliance upon the exemption from the dealer registration requirements that is available under section 2.16 of Regulation 45-106.

15. The purchase of the Subject Shares will not adversely affect the Issuer or the rights of any of the Issuer's securityholders and it will not materially affect the control of the Issuer. The Proposed Purchases will be carried out with a minimum of cost to the Issuer.

16. To the best of the Issuer's knowledge, as of February 17, 2009, the public float for the Common Shares represented more than 99% of all issued and outstanding Common Shares for purposes of the TSX NCIB Rules.

17. The market for the Common Shares is a liquid market within the meaning of section 1.2 of Regulation 61-101 Protection of Minority Security Holders in Special Transactions.

18. Other than the Purchase Price, no additional fee or other consideration will be paid in connection with the Proposed Purchases.

19. At the time that each Agreement is entered into by the Issuer and the Selling Shareholders, neither the Issuer nor the Selling Shareholders will be aware of any undisclosed material change or any undisclosed material fact in respect of the Issuer (as such terms are defined in the Legislation).

20. Each of the Selling Shareholders owns the Subject Shares and the Subject Shares were not acquired in anticipation of resale pursuant to the Proposed Purchases.

Decision

Each of the Decision Makers is satisfied that the decision meets the test set out in the Legislation for the Decision Maker to make the decision.

The decision of the Decision Makers under the Legislation is that the Exemption Sought is granted provided that:

(a) the Proposed Purchases will be taken into account by the Issuer when calculating the maximum annual aggregate limit that is imposed upon the Issuer's Normal Course Issuer Bid in accordance with the TSX NCIB Rules;

(b) the Issuer will refrain from conducting a Block Purchase in accordance with the TSX NCIB Rules during the calendar week that it completes each Proposed Purchase and may not make any further purchases under its Normal Course Issuer Bid for the remainder of the calendar day that it completes each Proposed Purchase;

(c) the Purchase Price will be at a discount to either (i) the closing market price for the Issuer's Common Shares on the TSX on the date of each Proposed Purchase, (ii) the volume weighted average trading price of the Issuer's Common Shares on the TSX on the date of each Proposed Purchase, or (iii) the lower of (i) or (ii).

(d) the Issuer will otherwise acquire any additional Common Shares pursuant to its Normal Course Issuer Bid and in accordance with the TSX NCIB Rules, including by mean of open market transactions and by other means as may be permitted by the TSX, including private agreements under an issuer bid exemption order issued by a securities regulatory authority;

(e) immediately following each Proposed Purchase of the Subject Shares from the Selling Shareholders, the Issuer will report the purchase of the Subject Shares to the TSX;

(f) at the time that each Agreement is entered into by the Issuer and the Selling Shareholders, neither the Issuer nor the Selling Shareholders will be aware of any undisclosed material change or any undisclosed material fact in respect of the Issuer (as such terms are defined in the Legislation); and

(g) the Issuer will issue a press release in connection with the Proposed Purchases.

Montreal, dated March 27, 2009

"Josée Deslauriers"
Director, Corporate Finance
Autorité des marchés financiers