Canbras Receives Claim for Indemnification from Purchaser of Brazilian Operations.MONTREAL -- Canbras Communications Corp. (NEX NEX abbr. Navy exchange .CBC (1) (Cell Broadcast Center) See cell broadcast. (2) (Cipher Block Chaining) In cryptography, a mode of operation that combines the ciphertext of one block with the plaintext of the next block. .H) ("Canbras" or the "Corporation") today announced that it 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 the Corporation's operations to Horizon in December 2003 (the "Sale Transaction").The aggregate amount of claims asserted by Horizon is Reais $57.6 million, or approximately $24.7 million. Under the terms of the SPA, the Corporation's indemnification obligations 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 $10.432 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 there·on adv. 1. On or upon this, that, or it. 2. Archaic Following that immediately; thereupon. Adv. 1. thereon - on that; "text and commentary thereon" on it, on that at 10% per annum Per annum Yearly. .The Horizon notice asserts a number of claims falling into approximately 7 categories.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 Accordance is Bible Study Software for Macintosh developed by OakTree Software, Inc.[] As well as a standalone program, it is the base software packaged by Zondervan in their Bible Study suites for Macintosh. with the SPA. As at this date, Canbras 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 the Corporation 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. Canbras has previously estimated 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 (or $16.5 million) assuming no unforeseen claims were asserted against the Corporation.The Corporation has now received notice of asserted claims for indemnification under the SPA, and the Corporation cannot at this time predict the outcome of such asserted indemnity Recompense for loss, damage, or injuries; restitution or reimbursement. An indemnity contract arises when one individual takes on the obligation to pay for any loss or damage that has been or might be incurred by another individual. claims. Therefore, if the Corporation 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 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 the Corporation under the Note, representing approximately $0.21 per share of the originally estimated final distribution of $0.30 per share, and will be limited to cash on hand ($7.4 million at September 30, 2004) less expenses incurred to the time of the making of the final distribution, including overhead expenses, expenses related to contesting and/or defending the claims for indemnification asserted by Horizon and expenses associated with collecting amounts due, if any, under the Note. Canbras had also previously stated 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, the satisfaction of all remaining liabilities of the Corporation and the receipt by the Corporation of up-dated tax clearance certificates.As a result of the receipt of the notice from Horizon, the Corporation cannot at this time predict the length of time that may be required to finally settle any issues surrounding sur·round tr.v. sur·round·ed, sur·round·ing, sur·rounds 1. To extend on all sides of simultaneously; encircle. 2. To enclose or confine on all sides so as to bar escape or outside communication. n. the asserted indemnity claims nor to finally settle any of the lawsuits underlying any valid claims for indemnification. Therefore, at this time, the Corporation cannot predict when the final distribution will be made. Forward looking statements This news release may contain certain 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. that reflect the current views and/or expectations of Canbras with respect to future events.Forward looking statements include, without limitation, any statement that may predict, forecast, indicate or imply future events, and may contain words like "believe" "anticipate", "expect", "will likely result", or words or phrases of similar meaning.Such statements are subject to a number of important risks and uncertainties which are difficult to predict and assumptions which may prove to be inaccurate. Whether actual events and developments conform with the Corporation's expectations and predictions are subject to a number of known and unknown risks and uncertainties. Factors that could cause actual events to differ materially from current expectations include, among other things: whether any of the claims for indemnification that have been asserted (or any future claims for indemnification which may be asserted)by Horizon under the SPA will result in a reduction of the amounts due under the Note; the collectibility of amounts due (if any) under the Note; whether any unforeseen claims are asserted by third parties against the Corporation (or its directors and officers) in connection with the winding up and liquidation The collection of assets belonging to a debtor to be applied to the discharge of his or her outstanding debts. A type of proceeding pursuant to federal Bankruptcy of the Corporation or otherwise; the timing or amount of distributions of net proceeds of the Sale Transaction to shareholders; the timing of and costs associated with the final winding up and liquidation of the Corporation; and certain other factors set forth in the Corporation's filings with the Canadian securities commissions. In addition, forward-looking statements do not reflect the potential impact of future monetizations of potential assets or any legal or regulatory proceedings that may be announced after these statements are made. Canbras disclaims any intention or obligation to update or revise any forward-looking statements, whether as a result of new information, future events, or otherwise. 12G Exemption #82-1927 The TSX Venture Exchange TSX Venture Exchange Originally called the Canadian Venture Exchange (CDNX), this was a result of the merger of the Vancouver and Alberta stock exchanges. The goal of TSX Venture Exchange is to provide venture companies with effective access to capital while protecting investors. does not accept responsibility for the adequacy or accuracy of this release. Canbras Communications Corporation (NEX BOARD:CBC.H) |
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