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Saturday, January 01, 2011
Bell Aliant completes conversion to a corporation

  • Unitholders’ proportionate interests in Bell Aliant effectively unchanged by the conversion transaction
  • Expected dividend continues Bell Aliant’s high-payout of free cash flow and represents a yield of 7.3 per cent on December 31, 2010 closing price
  • Income fund units automatically exchanged on a one-for-one basis for common shares of Bell Aliant Inc.
  • For holders resident in Canada and the United States, the exchange occurred on a tax deferred basis  
Halifax, NS – Bell Aliant Inc. and Bell Aliant Regional Communications Income Fund (the “Fund”) today announced the completion of the conversion of the Fund from an income trust to a corporate structure under a plan of arrangement (the “Arrangement”) described in the Fund’s management information circular dated May 7, 2010. The transaction has received all unitholder, board, court and regulatory approvals.  

“I am pleased that the conversion to a corporate structure is now completed,” said Karen Sheriff, President and Chief Executive Officer of Bell Aliant. “The new structure will reduce our administrative costs and complexity from that of the trust structure and will make us more comparable to our peers. We expect this will make the assessment of our performance easier for our investors as we continue to accelerate the execution of our key strategies.”

As a result of the Arrangement, each Fund unit has been automatically exchanged for one common share of the new corporation, Bell Aliant Inc. Consequently, unitholders’ proportionate interests in Bell Aliant Inc., including the 44.1 per cent ownership interest held by BCE Inc., is effectively unchanged by the conversion.

For holders resident in Canada and the United States, this exchange occurred on a tax deferred basis. A letter of transmittal will be sent to former registered Fund unitholders shortly requesting the return of Fund unit certificates in exchange for a certificate representing the applicable number of Bell Aliant Inc. common shares. 

Bell Aliant Inc. common shares will begin trading on the Toronto Stock Exchange at the commencement of trading on January 4, 2011 with the trading symbol "BA.”

Bell Aliant Inc. expects to continue the long-standing record of its predecessor companies of paying out a high portion of its free cash flow to investors, Bell Aliant is expected to pay an initial dividend of $0.475 per share quarterly, ($1.90 per share annually), for a yield of approximately 7.3 per cent based on the December 31, 2010 closing price. The first quarterly dividend is expected to be declared and paid in March 2011. 

Acquisition Disclosures under Securities Laws
As part of the Arrangement: 
  • the Fund was dissolved and all of the outstanding Fund units and special voting units were cancelled;
  • Bell Aliant Regional Communications Holdings, Limited Partnership (“Bell Aliant Holdings LP”) was dissolved and all of its outstanding partnership units were cancelled;
  • Bell Aliant Regional Communications Holdings Inc., the former Bell Aliant Regional Communications Inc. and 7538332 Canada Inc. amalgamated under the Canada Business Corporations Act to continue as Bell Aliant Regional Communications Inc. (“Bell Aliant GP”); and 
  • the following entities acquired the following securities:
Issuer Security Quantity Acquired Percentage Acquired Acquirer
Fund Units1 127,394,909 100% Bell Aliant Inc.
Fund Special Voting Units1 100,373,827 100% Bell Aliant Inc.
Bell Aliant Holdings LP Class 1 exchangeable limited partnership units1 28,168,803 100% Bell Aliant Regional Communications Holdings Inc.
Bell Aliant Holdings LP Class 2 limited partnership units1 132,367,606 100% Bell Aliant Inc.
Bell Aliant LP Class B exchangeable limited partnership units 72,205,024 100% Bell Aliant Regional Communications Holdings Inc.
Bell Aliant GP Voting Common Shares 101,373,832 100% - 1 Bell Aliant Inc.
Bell Aliant GP Voting Common Shares 1 <1% BCE Inc. (through Bell Canada)
Bell Aliant LP General Partnership Units 67,500 100% Bell Aliant GP
Bell Aliant LP Class A limited partnership units 118,526,4082 100% Bell Aliant GP
Bell Aliant LP Class B limited partnership units 72,205,024 100% Bell Aliant GP
1 As part of the Arrangement, these units were canceled upon dissolution of the issuer
2 Includes 10 Class A limited partnership units held indirectly through 6583458 Canada Inc.

The closing price of the Fund units on December 31, 2010 was $25.99 per unit. The head office address of Bell Aliant Inc. and Bell Aliant GP is 7 South Maritime Centre, 1505 Barrington Street, Halifax, Nova Scotia B3J 2W3. To obtain a copy of the reports of acquisition filed by Bell Aliant Inc. and Bell Aliant GP under securities laws, contact Frederick P. Crooks, Corporate Secretary at (877) 248-3113.

Forward-looking Statements
This news release contains forward-looking statements concerning the expected dividend policy of Bell Aliant Inc. These statements are based on management's expectations at January 1, 2011. The statements are subject to important risks and uncertainties, including the declaration of dividends in the discretion of the Bell Aliant Inc. board of directors as currently contemplated. Therefore, actual results and events may differ materially from these forward-looking statements, and there can be no assurance that the results or events predicted will be realized. Except as may be required by Canadian securities laws, Bell Aliant disclaims any intention and assumes no obligation to update or revise any forward-looking statement even if new information becomes available, as a result of future events or for any other reason.

About Bell Aliant 
Bell Aliant (TSX: BA) is one of North America's largest regional communications providers and the first company in Canada to cover an entire city with fibre-to-the-home (FTTH) technology with its FibreOP™ services. Through its operating entities it serves customers in six Canadian provinces with innovative information, communication and technology services including voice, data, Internet, video and value-added business solutions. Bell Aliant's employees deliver the highest quality of customer service, choice and convenience.

For more information contact: 

Media Relations: 
Alyson Queen 
866-696-6700
alyson.queen@bellaliant.ca

Investor Relations: 
Zeda Redden
877-487-5726
zeda.redden@bellaliant.ca



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