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Shareholder not told of plan to sell WoW

The largest shareholder of World on Wireless (WoW), the wireless subscription-based television business in provisional liquidation, was apparently unaware that an outside business had been lined up for a potential purchase of the troubled company.

Dorset Capital Holdings Ltd, has a 30 per cent shareholding in WoW.

But after reading exclusives in The Royal Gazette, they were forced to scramble in a bid to be heard by the Regulatory Authority of Bermuda, in its consideration of a transfer of WoW’s integrated Communications Operating Licence (ICOL).

This emerged in the RA’s public consultation document on Thursday.

The RA had urgently invited the public to submit responses. Dorset Capital was one of the respondents they heard from.

The RA said: ”Dorset had expressed surprise in learning that WOW had a prospective buyer in TBi via Bermuda’s news media and this change in control process.

“Dorset’s submission seems to be primarily concerned with its position vis-à-vis the company and its management so that it could properly vote on any proposal for the sale of WoW. The company sought guidance from the RA with respect to its next steps.”

The RA response: “As WoW is currently the subject of a winding up petition presented on 10 December 2021, and further given that JPLs have been appointed in this matter, this is a matter that Dorset would have to take up with the JPLs and, failing any satisfactory response, ultimately with the court charged with the winding up process.

“The RA does not consider the change in control mechanism to be the appropriate venue for raising such concerns.

“The RA notes that all creditors and shareholders of WoW would have had constructive notice of the petition prior to the original return date in the matter by virtue of Rule 19 of the Companies (Winding-Up) Rules 1982.

“The RA further notes the public interest in dealing with the proposed transaction on an urgent basis. Notwithstanding this, the RA will set a response window for this Preliminary Report at two weeks from the date of its publication.

“This would provide Dorset with sufficient time to make further approaches with the JPLs and to take legal advice as appropriate.”

The deadline for responses to the RA is March 31.

Following the WoW winding up petition filed at the Supreme Court in December, Michael Morrison and Charles Thresh of KPMG Advisory Limited were appointed as Joint Provisional Liquidators (JPL).

They identified a preferred bidder after they conducted an accelerated marketing campaign.

The parties, acting through the JPLs, had agreed heads of terms, and the preferred bidder, was in the throes of seeking regulatory approvals.

The buyer needed to be certain the RA would allow the transfer of the ICOL. The RA has provisionally agreed.

TeleBermuda International Limited (TBI) seeks to obtain control of WoW through the purchase of the wireless subscription-based television business of WOW and related assets.

The RA initiated the review by publishing a consultation document on 4 March 2022 that invited responses from members of the public, including electronic communications and electricity sectoral participants and sectoral providers, as well as other interested parties.

Wow has a limited subscriber base of some 1200, but it would be useful to TBi, itself a small player in its own businesses.

The RA report said that Digicel and One Communication currently hold significant market power and are estimated to account for at least 95 per cent of the internet, telephone and television services markets in Bermuda.

TBI is owned predominantly by the Mayfair Group, operated by the family of the late Fernance Perry which still owns Bermuda Broadcasting Company (ZBM/ZFB radio and television).

Regulatory Authority of Bermuda

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Published March 21, 2022 at 7:58 am (Updated March 21, 2022 at 7:37 am)

Shareholder not told of plan to sell WoW

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