Intercable ICH Inc.
TSX VENTURE : ICH

Intercable ICH Inc.

March 05, 2009 19:09 ET

Intercable ICH Inc. Plans 6 Million Euros Private Placement and 13 Million Euros Debt Facility and Signs Additional Bridge Loan of 500,000 Euros

Private placement and debt facility would be subject to complete and satisfactory due diligence, appropriate authorizations from the concerned parties and regulatory approval

MONTREAL, QUEBEC--(Marketwire - March 5, 2009) - Intercable ICH Inc. (TSX VENTURE:ICH) ("Intercable"), a Canadian telecommunications company that seeks broadband telecommunications opportunities in the international market, announced today that it is considering a private placement of 6 million euros (approximately CAN $9.6 million), and is proceeding to a price reservation at conditions described here below, together with a debt facility of 13 million euros (approximately CAN $21.08 million). This financing is subject to the completion of a satisfactory due diligence, the other usual closing conditions, the obtaining of proper authorizations from the concerned parties and regulatory approval. The considered 6 million euros private placement would be subscribed in common shares of Intercable at a price of $0.35 per share, and/or in shares of a subsidiary of Intercable at a price per share equivalent to $0.35 per share of Intercable. A warrant would also be issued for each share subscribed at the level of Intercable at an exercise price of $1.50 per warrant share. The warrants would be valid up to April 4, 2010. The debt facility would have a term of 6 years from the first drawdown, would carry interest at a rate equal to the 6 month LIBOR plus 7% (subject to a minimum rate of 8% and a maximum rate of 12%) and would be secured by a first rank security on all the assets of Intercable and its subsidiaries. Drawdowns under the debt facility would be available under certain financial and operational covenants. Upon the conditions described here above, a current insider of the company could participate in the investment. The proceeds from this financing would be used by Intercable to finance the build-out of its broadband network in Reunion Island and to repay its outstanding bridge loans expected to equal 4.5 million euros (approximately CAN $7.19 million) at closing of the planned financing. Due diligence and approval processes are expected to last several weeks. There is no guarantee that Intercable will be able to finalize this financing upon the terms described above or at all.

Interim Financing

Intercable has signed a new bridge loan of 500,000 euros (approximately $795,000) with The Mauritius Commercial Bank Ltd (MCB), a bank affiliated to MCB Equity Fund, a shareholder and insider of Intercable, permitting the company to continue its operations during March 2009. The bridge loan shall be disbursed at the discretion of The Mauritius Commercial Bank Ltd and subject to no adverse material changes. The bridge loan is repayable on May 31, 2009, carries interest at a rate equal to 3 month LIBOR + 7%, is guaranteed first rank by all the assets of Intercable and its subsidiairies and by a guarantee from two shareholders and insiders of Intercable, and is subject to other usual terms and conditions for this type of transaction. This bridge loan is in addition to the bridge financings now totalling 4 million euros and which have already been disbursed.

The bridge loan constitutes a "related party transaction" for Intercable pursuant to Regulation 61-101 respecting Protection of Minority Security Holders in Special Transactions ("Regulation 61-101"), which requires Intercable to obtain a formal valuation and the minority approval of its holders in connection with the bridge loan unless there is an exemption available from those requirements.

Intercable benefits from an exemption from the requirements to obtain a formal valuation and the minority approval in connection with the execution of the bridge loan given that the board of directors of Intercable, acting in good faith, has determined that the following conditions have been met and all of the independent directors of Intercable have confirmed such opinion: i) Intercable is in serious financial difficulty; ii) the bridge loan is designed to improve the financial position of Intercable; and iii) the terms of the bridge loan are reasonable in the circumstances of Intercable. Ziyad Bundhun, representative of MCB Equity Fund Ltd on the board of directors of Intercable, has not voted in connection with the approval of the bridge loan.

About Intercable

Intercable is a Canadian telecommunications corporation that seeks broadband telecommunications opportunities in the international market. Intercable's business strategy is to focus on underserved telecommunications and cable markets by building and operating its own broadband networks using state-of-the-art technology capable of offering cable television, high-speed Internet and telephony services, at a low cost and with high service quality. The Corporation targets markets with i) limited or no cable service; ii) feasibility of aerial cable construction; and iii) stable political environments. Management believes that Reunion Island currently represents the most significant growth opportunity for Intercable.

Neither TSX Venture Exchange nor its Regulation Services Provider (as that term is defined in the policies of the TSX Venture Exchange) accepts responsibility for the adequacy or accuracy of this press release.

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 annual information form dated July 8, 2008 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 event.

For additional information, please visit the company's website at www.intercable.ca

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