Intercable ICH Inc. Announces the Conclusion of a Conditional Bridge Loan of EUR 1 Million and Provides an Update on the Conflic
15 January 2009 - 11:03AM
Marketwired
Intercable ICH inc. (Intercable) (TSX VENTURE: ICH) announces today
that it has received a conditional secured bridge loan of EUR 1
million and that a decision was rendered by the Autorite de
regulation des Communications et des Postes ("ARCEP") regarding the
conflict with France Telecom.
Conditional bridge loan
On December 31, 2008, Mauritius Commercial Bank Ltd, a bank
affiliated to MCB Equity Fund, a shareholder and insider of
Intercable, has granted a new conditional fully secured bridge loan
of EUR 1 million ($ 1.6 million) maturing on February 28, 2009
enabling the Company to continue its operations during the month of
January 2009 and to carry on discussions with certain groups of
investors for the purpose of raising mid or long term financing.
The bridge loan carries interest at 3-month LIBOR plus a margin of
7% and is guaranteed first rank by the overall assets of Intercable
as well as corporate guarantees from MCB Equity Fund and Commercial
Holding Company Ltd, two shareholders and insiders of Intercable.
An initial disbursement of EUR 265,000 ($ 424,000) on the bridge
loan was made on January 13, 2009. The disbursements on the
residual balance of the bridge loan will be made gradually and will
be subject to a number of conditions, including the confirmation of
the participation of third parties in a mid or long term financing,
the execution of the documentation pertaining to the corporate
guarantees of MCB Equity Fund and Commercial Holding Company Ltd,
the execution of an hypothec pledging certain assets of the
Company, the absence of adverse material changes with regards to
the Company's operations as well as other usual conditions for this
type of loan. There is no assurance that Intercable will receive a
mid or long term financing offer in a timely manner enabling it to
continue its operations.
This bridge loan is in addition to the EUR 3 million loan
already provided by Mauritius Commercial Bank Ltd in August 2008
and which has been entirely drawn as of December 31, 2008.
The bridge loan constitutes a "related party transaction" for
the Company for the purpose of Regulation 61-101 respecting
protection of minority security holders in special transactions
(the "regulation 61-101"), requiring the Company to obtain a formal
valuation and the approval of the minority security holders on the
bridge loan, unless it is exempted from these requirements.
The Company enjoys an exemption from the formal valuation and
minority holders approval requirements in connection with the
conclusion of the bridge loan, since the Company's board of
directors, acting in good faith, determines, and all independent
directors of the Company, acting in good faith, determine that the
following conditions are satisfied: the Company is in financial
difficulty, the bridge loan is designed to improve the financial
position of the Company and the conditions of the bridge loan are
reasonable given the situation of the Company. Ziyad Bundhun,
representative of MCB Equity Fund Ltd on the Company's board of
directors, abstained from voting on the question of the approval of
the bridge loan.
New development on the conflict between Intercable and France
Telecom.
On August 28, 2008, Intercable asked the Autorite de Regulation
des Communications Electroniques et des Postes (ARCEP), the
regulatory authority in the telecommunication sector, to take hold
of the dispute resolution process with France Telecom. In
particular, Intercable asked ARCEP to enjoin France Telecom to
honour, on the one hand, its contractual obligations and to
propose, on the other hand, access to its infrastructure under
non-discriminatory and reasonable technical and financial
conditions. On December 11, 2008, ARCEP rendered its decision
pursuant to which the requests made by Intercable were rejected
mainly as a result of procedural matters. However, ARCEP specified
in its decision that Intercable could, if it makes a formal
request, benefit, for the segments of its deployment in optical
fibre, from the access to France Telecom's civil engineering
infrastructure pursuant to the terms and conditions set forth in a
standard offer resulting from a prior ARCEP decision dated July 24,
2008. Consequently, Intercable intends to negotiate in a timely
manner the technical and financial conditions of an agreement
permitting to access France Telecom's infrastructure in order to
facilitate the Company's network deployment in the underground
areas.
Notwithstanding the above, Intercable wishes to remind that
there are two other ongoing judicial procedures relating to the
conflict with France Telecom. Firstly, under the supervision of the
Paris Commercial High Court, an expert was mandated to conduct an
inventory of some 39 km of cables deployed by Intercable in the
Communes of Port and Possession and to determine whether those
underground deployments were performed according to accepted
engineering practices. The expert report will be released on March
15, 2009 at the latest. Lastly, France Telecom lodged an appeal
before the Court of Appeal of Saint-Denis of La Reunion regarding a
decision made by the Commercial High Court of Saint-Denis pursuant
to which the court declared having no jurisdiction to hear the case
opposing Intercable to France Telecom. The hearing before the Court
of Appeal had been scheduled to February 16, 2009, but France
Telecom asked for a postponement until after the expert report is
released.
In the interim of being able to access France Telecom's
engineering infrastructure and subject to the conditional
disbursements of the bridge loan, Intercable intends to continue,
albeit at a slow pace until the closing of an eventual mid or long
term financing, the deployment of its network in the overhead areas
of La Reunion. As of December 31, 2008, Intercable had deployed
some 150 km of network reaching a potential of approximately 12,000
homes in the Port, Possession and Saint-Paul communes. Of this
number, the Company had deployed more than 2,500 connectable homes
and provided television, internet and telephony services to 507
customers, of which 23% had subscribed to three services and 35% to
two services. At that date, the number of television, internet or
telephony service units stood at 918, representing an average of
1.8 service unit per customer.
About Intercable ICH
ICH is a Canadian telecommunications company that builds and
operates a very high-speed network in the Reunion Island, a French
overseas department. This international broadband telecommunication
business opportunity is perfectly aligned with ICH's strategy,
which consists in focusing on underserved telecommunication and
cable markets. To achieve its objective, ICH is implementing its
own broadband network using cutting-edge technology, which it
operates in order to offer television services (basic, premium and
on-demand), high-speed Internet services and quality telephone
services. ICH targets markets where (i) cable communication service
is limited or non-existent, (ii) cables can be installed in aerial
or within existing underground ducts and (iii) the political
environment is stable.
The TSX Venture Exchange has not reviewed this release and
therefore does not accept responsibility for its adequacy or
accuracy.
This press release contains forward-looking statements that are
subject to known and unknown risks and uncertainties that could
cause actual results to vary materially from targeted results. Such
risks and uncertainties include those described in Intercable's
prospectus dated March 23, 2007 or in the filings made by
Intercable from time to time with securities regulators. Intercable
undertakes no obligation to publicly release the result of any
revision of these forward-looking statements to reflect events or
circumstances after the date they are made or to reflect the
occurrence of unanticipated events.
Contacts: Guy Laflamme President and Chief Executive Officer
450-582-7953 guylaflamme@intercable.ca Serge Dupuis Chief Financial
Officer 514-904-0163 sergedupuis@intercable.ca
www.intercable.ca
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