TORONTO, March 15 /CNW/ - Radian Communication Services Corporation ("Radian"), announced today that it has filed an Early Warning Report dated March 15, 2010 advising of its shareholding in Prestige Telecom Inc. ("Prestige").
On March 15, 2010 Radian acquired beneficial ownership or control over 673,252 additional common shares of Prestige Telecom Inc. ("Prestige") ("Common Shares") through the receipt of a convertible note issued on March 15, 2010 in the aggregate principal amount of $208,708.16. Since the filing of Radian's last Early Warning Report dated December 16, 2008, Radian has acquired beneficial ownership or control of an additional 3,210,551 Common Shares, representing approximately 2.27% of the currently issued and outstanding Common Shares, through the receipt of "payment in kind" convertible notes ("PIK Convertible Notes") in the aggregate principal amount of $995,270.89, including the PIK Convertible Note issued on March 15, 2010. The PIK Convertible Notes were issued by Prestige as "payment in kind" interest payable in lieu of cash interest in connection with a convertible note issued by Prestige in the aggregate principal amount of $6,267,000 ("Convertible Note"). The Convertible Note was issued to Radian by Prestige pursuant to Radian's sale to Prestige of all the outstanding shares of Radian Communication Services (Canada) Limited ("Radian Canada") (the "Transaction"). The PIK Convertible Notes are convertible into common shares of Prestige at $0.31 per share.
Currently, Radian beneficially owns and controls 48,494,680 Common Shares, representing approximately 34.25% of the currently issued and outstanding Common Shares after taking into account (i) the 25,068,000 Common Shares issued to Radian at a deemed issue price of $0.25 per share for a total deemed issuance of $6,267,000 pursuant to the Transaction; (ii) Radian's right to acquire up to an additional 20,216,129 Common Shares at a price of $0.31 per share pursuant to the conversion rights under the Convertible Note; and (iii) Radian's right to acquire up to an additional 3,210,551 Common Shares at a price of $0.31 per share pursuant to the conversion rights under the PIK Convertible Notes.
The PIK Convertible Notes were, at the option of Prestige, issued to Radian pursuant to the Convertible Note, in lieu of cash interest. Although Radian may acquire ownership of additional common shares of Prestige, Convertible Notes and PIK Convertible Notes from time to time, including through the exercise of conversion rights and the issuance of additional convertible notes as "payment in kind" interest, it currently holds such securities for investment purposes and not with a view to acquiring additional control of or over Prestige. Section 2.10 of National Instrument 45-106 was relied upon.
This news release is being issued as required by National Instrument 62-103 in connection with the filing of the Early Warning Report dated March 15, 2010. A copy of the Early Warning Report has been filed with the applicable securities commissions and can be obtained from the Sedar website at www.sedar.com.
SOURCE RADIAN COMMUNICATION SERVICES CORPORATION
For further information: For further information: or to obtain a copy of the Early Warning Report please contact: Andrew Sheiner, Director, Tel: (416) 362-7711, Radian Communication Services Corporation c/o 161 Bay Street, 49th Floor, Toronto, Ontario, M5J 2S1