Posted on July 17, 2014
Ottawa, ON – July 17, 2014 – International Datacasting Corporation (“IDC”) (TSX:IDC), a global leader in digital content distribution solutions for the world's premiere broadcasters, today announced that it proposes to complete a non-brokered private placement (the “Private Placement”) of up to $400,000 worth of Common Shares. Participants in the Private Placement will be members of senior management, directors and employees of IDC. Insiders have agreed to purchase an aggregate of approximately $299,000 worth of Common Shares pursuant to the Private Placement. The proceeds of the Private Placement will be used to provide working capital to fund IDC’s operations. The Private Placement has been conditionally approved by the Toronto Stock Exchange.
The subscribers include Christopher Van Staveren (a director and the Chairman of the Board), Eric Apps (a director), David Charron (a director), David Smith (a director), Doug Lowther (a director and President and Chief Executive Officer), Chris Barrett (Vice-President, Engineering and Operations), Steven Archambault (Chief Financial Officer), Steeve Huin (Vice-President, Products and Services) and Gary Carter (Vice-President and Chief Technology Officer), who have agreed to purchase an aggregate of approximately $299,000 worth of Common Shares pursuant to the Private Placement. The remaining up to approximately $101,000 worth of Common Shares to be issued pursuant to the Private Placement would be issued to subscribers who are employees of the Corporation.
It is expected up to a maximum of 4,343,099 Common Shares will be issued pursuant to the Private Placement at a price of $0.0921, being the five day volume weighted average (VWAP) of the Common Shares determined as of July 15, 2014 (the day IDC applied to the Toronto Stock Exchange for conditional approval of the Private Placement).
Each of Messrs. Van Staveren, Apps, Charron, Smith, Lowther, Barrett, Archambault, Huin and Carter are “related parties” of IDC for the purposes of Multilateral Instrument 61-101 – Protection of Minority Security Holders in Special Transactions (“MI 61-101”). Other than improving IDC’s working capital position and increasing the number of Common Shares held by directors, officers and employees, the Private Placement is not expected to have any effect on IDC’s business and affairs. The Private Placement is exempt from the formal valuation and minority shareholder approval requirements of MI 61-101 since the up to $299,000 worth of Common Shares to be issued to related parties does not exceed 25% of IDC’s market capitalization of $5.69 million.
As at the date of this news release, the “related parties” of IDC own an aggregate of 2.7% of IDC’s 58,506,290 issued and outstanding Common Shares (not including Common Shares issuable on the exercise of outstanding options or in settlement of restricted share units). Assuming the Private Placement is completed, the “related parties” will own an aggregate of 7.7% of the Corporation’s issued and outstanding Common Shares. Also, assuming the completion of the Private Placement, an aggregate of 3,244,569 Common Shares would be issued to insiders of the Corporation pursuant to the Private Placement which amounts to approximately 5.5% of the Corporation’s issued and outstanding Shares as of the date of this news release.
Mr. Doug Lowther, International Datacasting Corporation’s President and CEO, said “We are sourcing this investment from our directors, officers and employees in order to raise working capital as inexpensively as possible, while further aligning the interests of our team with those of our shareholders. These funds are expected to provide additional flexibility to secure potential large orders in the second half of Fiscal 2015, while minimizing dilution to existing shareholders which would result from a larger equity offering.”
The Private Placement was approved by IDC’s directors, provided that each of Messrs. Van Staveren, Apps, Charron, Smith and Lowther disclosed an interest in the Board resolutions relating to the approval of the Private Placement in accordance with Section 120 of the Canada Business Corporations Act to the extent he is a participant in the Private Placement as a purchaser of Common Shares and abstained from voting solely with respect to his purchase of Common Shares but otherwise voted to approve the transaction. In approving the Private Placement, the Board of Directors took into account the following factors: (i) IDC’s financial situation which makes it challenging to secure financing; (ii) the time frame and cost relating to the implementation of the Private Placement as compared to other possible forms of financing, including a rights offering; (iii) the fact that the Private Placement will be completed at market price with no discount, even though a discount would be permitted under TSX rules; (iv) IDC’s need for working capital to fund on-going operations and strengthen its financial position; and (v) the participation in the Private Placement of management and employees who are an important part of IDC’s turnaround plan. The Board of Directors subsequently approved the Private Placement (subject to the disclosures of interest and abstentions noted above) and there was no contrary view by any director on the resolution approving the Private Placement.
The Private Placement will be completed pursuant to subscription agreements to be entered into between IDC and each subscriber which contain standard representations and warranties as to eligibility to participate in under applicable Canadian securities laws and is expected to close on or about July 25, 2014. The completion of the Private Placement is subject to the final approval of the Toronto Stock Exchange.
About International Datacasting Corporation:
International Datacasting Corporation (TSX: IDC) is a global leader in digital content distribution for the world’s premiere broadcasters in radio, television, data and digital cinema. IDC’s products and solutions are in demand for radio and television networks, targeted ad insertion, digital cinema, 3D live events, satellite news gathering, sports contribution, VOD, and IPTV. IDC is headquartered in Ottawa, Canada, with regional offices in Arnhem, the Netherlands and in San Diego, California. For more information visit: www.datacast.com.
This press release contains certain information that may constitute “forward-looking information” and/or “forward-looking statements” within the meaning of applicable Canadian securities laws, including statements as to the timing and closing of the Private Placement. All forward-looking information and forward-looking statements are necessarily based on a number of estimates and assumptions that are inherently subject to significant business, economic and competitive uncertainties and contingencies. All statements other than statements which are reporting results as well as statements of historical fact are forward-looking statements that may involve a number of known and unknown risks, uncertainties and other factors; many of which are beyond the ability of IDC to control or predict.
Forward-looking statements are generally identifiable by use of the words “may”, “will”, “should”, “continue”, “expect”, “anticipate”, “estimate”, “believe”, “intend”, “plan or “project” or the negative of these words or other variations on these words or comparable terminology. There can be no assurance that such statements will prove to be accurate and actual results and future events could differ materially from those anticipated in such statements. Risks and uncertainties that might cause actual results to differ materially include, but are not limited to: competitive developments; risks associated with IDC’s growth; expectations regarding new product initiatives and timing, including the STAR Pro AudioTM Solution, LASER™ Targeted Ad Insertion Platform and TITAN-3 Video Encoder; any difficulties with integrating acquired product lines into IDC’s business and/or manufacturing procedures; any difficulties or disputes with IDC’s subcontractors, contract manufacturers and suppliers; IDC’s dependence on the development and growth of the satellite services market; a lengthy and variable sales cycle for IDC's products and services; IDC’s reliance on a small number of customers for a large percentage of its revenue; expectations with respect to the sufficiency of its financial resources and liquidity; regulatory risks and intellectual property infringement.
More detailed information about potential factors that could affect IDC’s financial and business results is included in the public documents IDC files from time to time with Canadian securities regulatory authorities and which are available on SEDAR at www.sedar.com, including, without limitation, IDC’s MD& A for the year ended January 31, 2014, dated April 29, 2014.
Except as expressly required by applicable law, we undertake no obligation to publicly update or revise forward-looking statements, whether as a result of new information, future events or otherwise. Forward-looking statements are provided to assist external stakeholders in understanding IDC’s expectations as at the date of this release and may not be appropriate for other purposes. Readers are cautioned not to place undue reliance on such statements.