KeyTech Limited announced today that KeyTech Common Shareholders approved at a Special General Meeting held on September 12, 2002 the creation of KeyTech 8% Cumulative Redeemable Convertible Preferred Shares. The Preferred Shares are to be offered only to the holders of the 7¾% Redeemable Notes of Bermuda Telephone Company Limited (a wholly owned subsidiary of KeyTech Limited) on the basis of three Preferred Shares in exchange for every two Bermuda Telephone Company Notes.
As will be detailed in a forthcoming Information Memorandum, the offer will be comprised of 2,613,445 KeyTech Preferred Shares offered in exchange for $26,134,450 in aggregate principal amount of the BTC Notes.
The Preferred Shares will be preferred over KeyTech Common Shares as to dividends and return of capital. The KeyTech Preferred Shares will entitle the holder to a preferential dividend of 8% per annum, payable quarterly. They will be redeemable only at the option of KeyTech at a price equal to their initial issue price, namely $10, together with any accrued but unpaid dividend.
The BTC Notes bear interest at the rate of 7¾% per annum, payable quarterly. The BTC Notes are due to mature on 31st March 2012, but the BTC has had the right, at its option, anytime since 31st March 2002 to redeem the BTC Notes early. The BTC Notes are unsecured. Each BTC Note has a face value of $15.
This exchange offer is available only to existing BTC Note holders. No offer will be made unless and until the Information Memorandum has been filed with the Registrar of Companies.
For further details on this exchange offer, BTC Note holders should contact LOM Capital Limited at 292 9271 or by e-mail at KeytechOffer@lom.bm. Or BTC Note holders should visit:
KeyTech Exchange Offering Specialist
LOM Capital Ltd.
(Corporate Finance advisor for KeyTech Limited)
The LOM Building
27 Reid Street
Hamilton HM 11, Bermuda