Intercable ICH Inc. enters into 13 million Euros debt facility, completes its first 6 million Euros drawdown and plans 6 million Euros private placement



    
    Stock Symbol: ICH

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

    MONTREAL, April 29 /CNW Telbec/ - Intercable ICH Inc. ("Intercable"), a
Canadian telecommunications company that seeks broadband telecommunications
opportunities in the international market, announced today that it has entered
into a debt facility, through its wholly-owned subsidiary, Intercable Africa
Ltd. ("ICA"), with Absa Bank Limited (through its Absa Capital division) and
The Mauritius Commercial Bank Ltd (a bank affiliated to MCB Equity Fund, a
shareholder and insider of Intercable), as lenders, for a facility of up to 13
million Euros (approximately $20.63 million).
    The debt facility has a term of 6 years from the first drawdown, bears
interest at a rate equal to the 6-month LIBOR plus 7% and is secured by a
first rank security on all the shares of ICA held by Intercable and all the
assets of Intercable's subsidiaries. Drawdowns under the debt facility are
available under certain financial and operational covenants. Intercable has
met all conditions precedent to its first 6 million Euros (approximately $9.5
million) drawdown which has been completed today.
    "We value the confidence these important partners have demonstrated in
Intercable's strategic plan and our ability to execute on it" said Guy
Laflamme, President and Chief Executive Officer. "We believe that this new
debt facility will allow Intercable to improve shareholder value, in spite of
continuing pressure on market conditions."
    The proceeds from the debt facility will be used by Intercable to finance
the build-out of its broadband network in Reunion Island and to repay a
portion (equal to approximately 1.4 million Euros following the initial
drawdown and up to a maximum of approximately 3 million Euros depending on the
timing of the completion of the planned private placement) of the outstanding
bridge loans totalling 4.5 million Euros (approximately $7.19 million). The
next drawdowns of funds under the debt facility are subject to the
satisfaction of the conditions precedent, are in amounts of 4 million Euros
(approximately $6.35 million) and 3 million Euros (approximately $4.76
million) and should be drawn in July and October 2009, respectively.
    Intercable has the right to prepay any amount outstanding under the debt
facility with a penalty equal to 2% of the outstanding amounts on the facility
plus breakage costs, if any. The debt facility also provides for mandatory
repayment in certain circumstances, including the non-completion of the
planned private placement on or before May 31, 2009. The lenders are entitled
to a facility repayment fee at the final repayment of the debt facility equal
to 5.25% of 13 million Euros payable by the issuance of shares of ICA at
deemed value of 17.035 Euros per share or the equivalent of $0.35 per common
share of ICH. Structuring and other financing fees are payable by Intercable
in connection with the entering into of the debt facility.

    Planned Private Placement

    As previously announced on March 6, 2009, Intercable is considering a
private placement of 6 million Euros (approximately $9.5 million), and is
proceeding to a price reservation at conditions described below. 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 ICA 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. Upon
the conditions described above, current insiders of Intercable could
participate in the placement. Due diligence and approval processes are
expected to take a few weeks. There is no guarantee that Intercable will be
able to finalize this private placement upon the terms described above or at
all.

    Regulatory Matters

    Each of the debt facility and the planned private placement 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 each of the debt
facility and the planned private placement, 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
each of the debt facility and the planned private placement 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) each of the debt facility and the planned private placement is
designed to improve the financial position of Intercable; and iii) the terms
of each of the debt facility and the planned private placement 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 each of the debt facility and the planned
private placement.

    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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