Intercable ICH Inc. completes the remaining 5 million Euros portion of its previously announced 6 million Euros private placement by issuing shares of its subsidiary Intercable Africa Ltd.



    Stock Symbol: ICH

    MONTREAL, June 11 /CNW Telbec/ - Intercable ICH Inc. ("Intercable"), a
Canadian telecommunications company that seeks broadband telecommunications
opportunities in the international market, announced today that it has closed
the remaining portion equal to 5 million Euros (approximately $7.7 million) of
its 6 million Euros planned private placement previously announced (see
Intercable's news releases dated March 6, 2009, April 29, 2009 and June 2,
2009) pursuant to which an aggregate of 297,501 shares of Intercable Africa
Ltd. ("ICA"), a subsidiary of Intercable, were sold at a price of 17.03 Euros
per share, a price per share equivalent to $0.35 per share of Intercable (the
"ICA Placement"). ICA is the sole shareholder of Intercable Réunion, SAS
("ICR"), the operating subsidiary of Intercable. After giving effect to the
ICA Placement, Intercable holds a 55.50% interest in ICA. Intercable has
signed a shareholders' agreement with the other shareholders of ICA in
connection with the ICA Placement. The ICA shareholders' agreement provides
for the usual provisions for this type of agreement, including provisions on
the future funding of ICA, certain management reserve matters of ICA to be
approved by at least 85% of the shareholders and rights of first refusal,
pre-emptive rights, tag-along and drag-along rights concerning the shares of
ICA.
    One of Intercable's institutional investors (an insider owning more than
10% of the outstanding common shares of Intercable), MCB Equity Fund Ltd.,
together with a joint actor, Commercial Holding Co. Ltd., subscribed for an
aggregate of 96,969 shares pursuant to the ICA Placement. The other party to
the ICA Placement is Absa Capital (a division of Absa Bank Limited) which has
subscribed to an aggregate of 200,532 shares of ICA.
    MCB Investment Services Ltd ("MCBIS"), an affiliate of MCB Equity Fund
Ltd., has acted as agent for Intercable in connection with the recent 13
million Euros debt facility agreement of April 2009, the one million Euros
private placement of Intercable of June 2009 and the ICA Placement of 5
million Euros for debt/equity financings totalling 19 million Euros. At the
closing of the ICA Placement, MCBIS has been paid a fee by Intercable equal to
450,000 Euros, representing approximately 2.37% of the aggregate debt/equity
financings (together with the ICA Placement, the "ICA Transaction").
    The proceeds from the ICA Placement are expected to be used to fund the
build-out of the broadband network of ICR in Reunion Island.

    Regulatory Matters

    The ICA Transaction 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 ICA Transaction, 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 ICA Transaction 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 ICA Transaction is
designed to improve the financial position of Intercable; and (iii) the terms
of the ICA Transaction 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 ICA
Transaction.

    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.
Intercable 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 further information:

For further information: Please visit the company's website at
www.intercable.ca or contact: Guy Laflamme, President and Chief Executive
Officer, (450) 582-7953, guylaflamme@intercable.ca; Serge Dupuis, Chief
Financial Officer, (514) 904-0163, sergedupuis@intercable.ca

Organization Profile

INTERCABLE ICH INC.

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