MONTREAL, Oct. 3, 2012 /CNW Telbec/ - The Caisse de dépôt et placement du Québec (CDP) announced today that they have reached an agreement (the Agreement) with Quebecor Inc. [TSX:QBR] (QI) under which CDP would sell to QI 10,175,653 shares of Quebecor Media Inc. (QMI) (QMI Shares). This agreement was reached by CDP and its wholly-owned subsidiary, CDP Capital d'Amérique Investissements Inc. (CDP Capital d'Amérique), which held QMI Shares.
In consideration, QI will issue in favour of CDP Capital d'Amérique subordinated convertible debentures (Debentures), maturing on or around October 11, 2018 (Maturity), in an aggregate principal amount of $500 million convertible into Class B Subordinate Shares (Quebecor Shares), subject to the terms listed in a trust indenture to be entered into between QI and Computershare Canada (the Indenture).
The Debentures bear interest at 4.125%, payable semi-annually in cash, in Quebecor Shares or with the proceeds from the sale of Quebecor Shares.
The issuance of the Debentures will take place after the closing of an additional transaction, subject to the Agreement and consisting of a sale to QMI of 20,351,307 other shares of QMI held by CDP Capital d'Amérique for an aggregate purchase price of $1.0 billion payable in cash. The issuance of the Debentures and the closing of this additional transaction are expected to take place on or around October 11, 2012.
The Debentures are convertible into Quebecor Shares at the option of CDP Capital d'Amérique at a conversion price of $48.125 per share. If CDP Capital d'Amérique converted all of its Debentures at this conversion price, it would therefore acquire ownership and control over 10,389,610 additional Quebecor shares, representing 18.37% of the outstanding shares of this class on the date hereof, which would bring its ownership and control over the Quebecor Shares to 12,661,721, representing 23.63% of the outstanding shares of this class.
The Convertible Debentures will be convertible, at all times prior to the maturity date, into Quebecor Shares by QI in accordance with the terms of the Indenture.
In all cases, QI has the option to pay an amount in cash equal to the market value of those shares, being the product of (a) the number of Quebecor Shares that would have otherwise been issued and (b) the then current market price of a Quebecor Share.
In addition, the Indenture provides for additional events that could result in the conversion of Debentures into Quebecor Shares.
A registration rights agreement granting demand registration rights and piggy-back registration rights to CDP Capital d'Amérique in respect of the Debentures and the underlying Quebecor Shares will be entered into at closing.
This transaction is carried out in the context of the partial purchase by QI of CDP Capital d'Amérique's investment in QMI and the repurchase by QMI of 20,351,307 shares of QMI held by CDP Capital d'Amérique.
This news release is released based on the requirements of the Early Warning System stipulated by the relevant regulations. The Early Warning System requires that any investor who acquires ownership and control over 10% or more of the outstanding shares of a class of shares with voting rights of a reporting issuer as is the case of the Caisse's investment in QI, issues and files a news release and a report based on the Early Warning System.
A copy of this report and this news release will be filed with the applicable Canadian securities regulatory authorities and will be available on SEDAR's website (www.sedar.com) or by contacting the person mentioned below.
ABOUT THE CAISSE DE DÉPÔT ET PLACEMENT DU QUÉBEC
The Caisse de dépôt et placement du Québec is a financial institution that manages funds primarily for public and private pension and insurance plans. As at December 31, 2011, it held $159.0 billion in net assets. As one of Canada's leading institutional fund managers, the Caisse invests in major financial markets, private equity and real estate. For more information: www.lacaisse.com
SOURCE: CAISSE DE DEPOT ET PLACEMENT DU QUEBEC
For further information:
Senior Director, Media Relations