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BCI: Canbras Receives Claim for Indemnification From Purchaser of Brazilian Operations.


MONTREAL -- Bell Canada Bell Canada Enterprises (TSX: BCE, NYSE: BCE), legally BCE Inc., is a major Canadian telecommunications company. Through its subsidiaries including Bell Canada, Bell Aliant, Northwestel, Télébec, and NorthernTel, it is the incumbent local exchange carrier for  International Inc. ("BCI BCI Bat Conservation International
BCI Brain-Computer Interface
BCI Business Continuity Institute
BCI Business Cycle Indicators
BCI Banco de Credito e Inversiones (Chilean bank)
BCI Bell Canada International
" or the "Corporation") (TSX TSX Toronto Stock Exchange (TSE before April, 2002)
TSX Transfer from Stack Pointer to Index
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:BI) today announced that its 75.6% owned subsidiary Canbras Communications Corp. ("Canbras") has received a written notice from Horizon Cablevision do Brasil, S.A. ("Horizon") asserting claims for indemnification Indemnification

Used in insurance policy agreements as to compensation for damage or loss. In the context of corporate governance, Director Indemnification uses the bylaws and/or charter to indemnify officers and directors from certain legal expenses and judgements resulting from
 under the Share Purchase Agreement (the "SPA") entered into in respect of the sale of substantially all of Canbras' operations to Horizon in December 2003 (the "Sale Transaction").The aggregate amount of claims asserted by Horizon in the notice is Reais $57.6 million, or approximately $24.7 million.

Under the terms of the SPA, the indemnification obligations of Canbras are limited to the balance of the purchase price due under the SPA, which balance is represented by the one-year promissory note promissory note, unconditional written promise to pay a certain sum of money at a definite time to bearer or to a specified person on his order. Promissory notes are generally used as evidence of debt.  due on December 19, 2004 in the principal amount of $10.4 million (the "Note"), plus accrued interest Accrued Interest

The interest that has accumulated on a bond since the last interest payment up to but not including the settlement date.

There are two methods for calculating accrued interest:
1) 360-day year method, used for corporate and municipal bonds.
 thereon at 10% per annum Per annum

Yearly.
. Horizon's notice states that it is a preliminary list of claims, and that it is reserving its rights to supplement, review, adjust and otherwise modify its list of claims in accordance with the SPA.

Canbras has announced that, as at this date, it has not received sufficient information to enable it to assess the validity of the claims nor the propriety pro·pri·e·ty  
n. pl. pro·pri·e·ties
1. The quality of being proper; appropriateness.

2. Conformity to prevailing customs and usages.

3. proprieties The usages and customs of polite society.
 of the demand for indemnification in respect of such claims.Although Canbras intends to examine all such claims and, where appropriate, to contest their validity or propriety or amount, at this time there can be no assurance that it will not ultimately be held to be contractually responsible for an amount of indemnification that equals the entire amount of the Note and all accrued interest due thereon.

Based on Canbras' previously announced estimate that the final distribution of net proceeds Net Proceeds

The amount received after all costs are deducted from the sale of a piece of property or security.

Notes:
In the case of an investor selling a security, net proceeds represent the proceeds from the sale minus any trading costs (i.e. commissions).
 of the Sale Transaction to shareholders would aggregate approximately $0.30 per share, assuming no unforeseen claims were asserted against Canbras, BCI expected to receive approximately $12.3 million from Canbras' final distribution.If Canbras is ultimately contractually responsible for some or all of the indemnity claims asserted to date by Horizon (or for future indemnity claims which may be validly asserted by Horizon), then the amount of the final distribution of net proceeds to shareholders, including BCI, will be reduced, and it is possible that the amount of the final distribution to shareholders will not include any amounts previously expected to be received by Canbras under the Note, representing approximately $0.21 per share of the originally estimated final distribution of $0.30 per share.The remaining $0.09 per share final distribution (of which the value to BCI would be approximately $3.7 million) could be further reduced by continuing expenses incurred to the time of making the final distribution, including overhead expenses, and expenses related to contesting and/or defending claims for indemnification asserted by Horizon.

Canbras had also previously announced that the final distribution would be made in one or more instalments after the receipt of the balance of the purchase price payable pursuant to the Note which is due on December 19, 2004.As a result of the receipt of the notice asserting claims for indemnification from Horizon, Canbras has advised that it cannot at this time predict the length of time that may be required to finally settle any issues surrounding the asserted indemnity claims nor to finally settle any of the lawsuits underlying any valid claims for indemnification.Therefore, at this time, Canbras cannot predict when the final distribution to its shareholders, including BCI, will be made.

BCI is operating under a court supervised Plan of Arrangement, pursuant to which BCI intends to monetize its assets in an orderly fashion and resolve outstanding claims against it in an expeditious ex·pe·di·tious  
adj.
Acting or done with speed and efficiency. See Synonyms at fast1.



ex
 manner with the ultimate objective of distributing the net proceeds to its shareholders and dissolving the company.BCI is listed on the Toronto Stock Exchange Toronto Stock Exchange (TSE)

Canada's largest stock exchange, trading approximately 1,200 company stocks and 33 options.
 under the symbol BI.Visit our Web site at www.bci.ca.

Certain statements made in this press release describing BCI's intentions, expectations or predictions are forward-looking and are subject to important risks and uncertainties.The results or events predicted in these statements may differ materially from actual results or events.For additional information with respect to risk factors relevant to BCI, see the Annual Information Form filed with Canadian securities commissions.BCI disclaims any intention or obligation to update or revise any forward-looking statements forward-looking statement

A projected financial statement based on management expectations. A forward-looking statement involves risks with regard to the accuracy of assumptions underlying the projections.
, whether as a result of new information, future events or otherwise.

Bell Canada International Inc. (TSX:BI)
COPYRIGHT 2004 Business Wire
No portion of this article can be reproduced without the express written permission from the copyright holder.
Copyright 2004, Gale Group. All rights reserved. Gale Group is a Thomson Corporation Company.

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Publication:Business Wire
Geographic Code:1CANA
Date:Nov 16, 2004
Words:739
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