Interesting times for Microcell/Fido

McCaw's fame is Nextel, McCaw Cable and others in the US. Lots of vision
and money.

Microcell files preliminary prospectus

Microcell Telecommunications Inc (2)                                     MT
Shares issued 22,598,184                                Feb 26 close $23.50
Fri 27 Feb 2004                                                News Release
Mr. Andrew Tremblay reports
MICROCELL ANNOUNCES C$100 MILLION EQUITY RIGHTS OFFERING
Microcell Telecommunications has filed a preliminary  prospectus  with  the
securities  authorities in each province of Canada for a rights offering to
holders of its Class A restricted voting shares, Class B non-voting shares,
first  preferred  voting and non-voting shares, and second preferred voting
and  non-voting  shares  for  minimum  gross  proceeds  to   Microcell   of
approximately  $100-million.  In addition, the company may receive up to an
additional $50-million from COM Canada, LLC, a private holding  company  of
Craig  O.  McCaw,  which  will also act as standby purchaser for the rights
offering.
Shareholders will receive one right for every share held at  the  close  of
business  on  the record date. Every five rights will entitle the holder to
purchase one Class  B  non-voting  share  at  a  price  of  $22  per  share
(equivalent  to $16.40 (U.S.) per share based on the current exchange rate)
prior to the  expiry  date.  The  record  date  and  expiry  date  will  be
determined  when  a  final  prospectus  is filed, which is expected to take
place in March. The closing of the rights offering is expected to occur  in
April.
There are currently a total of 22,598,184 shares of  Microcell  issued  and
outstanding.  The  rights offering will result in the issuance by Microcell
of 4,519,636 additional shares. COM Canada, LLC has agreed to purchase  all
of  the  Class  B non-voting shares not otherwise purchased pursuant to the
rights offering. The obligation  of  COM  Canada,  LLC  under  the  standby
purchase  agreement  is  subject to certain customary conditions, including
the closing of the new  bank  credit  facilities  previously  announced  by
Microcell.
If COM Canada, LLC does not purchase shares under  its  standby  commitment
for total cash consideration of $50-million, it will purchase concurrently,
at a price of $22 per share,  the  number  of  Class  B  non-voting  shares
required  to  meet  such  minimum investment. Furthermore, the company will
grant COM Canada, LLC warrants to acquire, at a price  of  $22  per  share,
additional  Class  B  non-voting  shares  equal  to  the  number  of shares
purchased concurrently. Moreover, as consideration for  its  commitment  to
act  as  standby  purchaser for the rights offering, the company will grant
additional warrants, identical in nature to those mentioned above,  to  COM
Canada,  LLC  for exercise at a later date. As a result, in addition to the
warrants issuable to COM Canada, LLC for the shares  it  will  purchase  to
meet  its minimum $50-million investment, a minimum of 1.7 million warrants
will be granted to COM Canada, LLC specifically for its standby commitment.
If  none  of the rights pursuant to this transaction are exercised by their
holders, COM Canada, LLC will be entitled to  approximately  eight  million
warrants.
The estimated net proceeds from the rights offering will  be  approximately
$97-million.  Additional proceeds of up to approximately $50-million may be
received from the concurrent minimum purchase of  Class  B  shares  by  COM
Canada,  LLC.  The  combined proceeds will be used by the company to redeem
its preferred shares, and any balance  will  be  used  to  finance  capital
expenditures and for general corporate purposes.
"We are very pleased to welcome  COM  Canada,  LLC  as  our  new  strategic
investor,"  stated Andre Tremblay, president and chief executive officer of
Microcell. "We look forward to working with Craig McCaw, who is not only  a
well-respected and credible figure in the North American telecommunications
industry, but also one of its true pioneers. The incremental proceeds  from
this  transaction,  as  well as the additional cash available from our bank
debt refinancing, will further improve our already sound financial  footing
and  provide  us  with better flexibility to pursue growth opportunities in
the future."
"Microcell's accomplishments since restructuring are quite impressive and I
am  pleased  with the opportunity to invest," said Mr. McCaw. "Microcell is
well  positioned  to  develop  and  deliver  a  wide  range  of  innovative
wireless-based  telecom  products  and services. I have been very impressed
with the company's management team and we are working together  to  further
develop  business  strategies  that  take advantage of the company's unique
assets. Together, we are working toward a vision of wireless communications
in  Canada  that will provide both the customer and the company with unique
products and services. I am excited by the opportunity to be of service  to
the company and part of its future growth."
Concurrently with the issuance of rights to Canadian shareholders by way of
a  Canadian  prospectus,  rights  may also be issued to shareholders in the
United  States  who  are  qualified  institutional  buyers  (QIBs)   and/or
institutional   accredited   investors  in  transactions  exempt  from  the
registration requirements of the United States Securities Act of 1933.  The
rights offering is subject to regulatory approval in Canada.
WARNING:   The   company   relies   upon    litigation    protection    for
"forward-looking" statements.
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