Annual and Special Meeting of Shareholders. February 28, 2007

Transcription

1 Annual and Special Meeting of Shareholders February 28,

2 Agenda 1. Introductions 2. Scrutineers Report 3. Notice of Meeting and Minutes of Last Meeting 4. Tabling the Financial Statements 5. Election of Directors 6. Appointment of Auditors 7. Shareholder Rights Plan 8. Further Business and Terminations 9. Financial Statements Review 10.Future Prospects 11.Shareholders Questions 12.Closure of Meeting 2

3 Election of Directors 3

4 Election of Directors Nominations: Gerald T. McGoey Peter Minaki Louis Mitrovich Douglas Reeson 4

5 Appointment of Auditors KPMG LLP 5

6 Shareholder Rights Plan 6

7 Further Business and Termination of Official Meeting 7

8 Financial Statements Review 8

9 Consolidated Balance Sheet August 31 (in thousands of dollars) (Restated) ASSETS Total current assets $11,192 $10,372 Capital assets, net 18,091 22,268 Deferred charges $29,479 $32,869 LIABILITIES AND SHAREHOLDERS' EQUITY Total current liabilities $15,643 $14,565 Long-term debt 1,814 1,253 Liability component of convertible debentures 793 1,060 Total liabilities 18,250 16,878 Non controlling interest 7,752 10,501 Shareholders' equity Share capital 58,139 58,139 Contributed surplus 1, Deficit (55,703) (53,291) Total shareholders' equity 3,477 5,490 $29,479 $32,869 9

10 Consolidated Statement of Operations Years ended August 31, 2006 and 2005 (in thousands of dollars, except shares and per share amounts) (Restated) Service and sales revenue $29,877 $37,956 Carrier charges and cost of sales 13,116 19,609 Gross margin 16,761 18,347 Operating Expenses 23,581 26,344 Loss before the following: (6,820) (7,997) Interest and finance charges, net 82 (94) Accretion on liability component of convertible debentures (146) (234) Loss before income taxes and non controlling interest (6,884) (8,325) Income taxes recovery 2 36 Non controlling interest 3,249 3,735 Loss from continuing operations (3,633) (4,554) Income from discontinued operations 1, Loss for the period (2,412) (4,330) Deficit, beginning of year, restated (53,291) (48,854) Capital re-organization costs - (107) Deficit, end of year $(55,703) $(53,291) Basic and diluted loss per share $(0.02) $(0.04) 10

11 Consolidated Statement of Cash Flows Years ended August 31, 2006 and 2005 (in thousands of dollars) (Restated) Cash flows from/(used in) operating activities: Loss from continuing operations $ (3,633) $ (4,554) Non-controlling interest (3,249) (3,735) Amortizations and other items 5,620 5,938 Change in non-cash operating working capital (172) 4,574 Cash flows from/(used in) continued operations (1,434) 2,223 Cash flows used in discontinued operations (398) (463) Cash flows from/(used in) operating activities (1,832) 1,760 Cash flows from/(used in) financing activities: Increase in mortgage payable Interest and repayment of leases (76) (67) Cash flows from/(used in) financing activities 524 (67) Cash flows from investing activities: Proceeds from the repayment of loan receivable 2,423 - Restricted cash 659 (678) Redemption of short-term investments - 2,510 Purchase of capital assets (771) (896) Deferred charges (42) (29) Cash flows from investing activities 2, Increase in cash and cash equivalents 961 2,600 Cash and cash equivalents, beginning of period 7,520 4,920 Cash and cash equivalents, end of period $ 8,481 $ 7,520 11

12 Financial Statements Review 12

13 Future Prospects 13

14 UBS structure and assets Unique Broadband Systems, Inc. UBS Wireless Services Inc. TAX TAX ASSETS ASSETS 51.5% 100% LOOK LOOK COMMUNICATIONS COMMUNICATIONS INC INC INUKSHUK INUKSHUK LITIGATION LITIGATION 14

15 UBS Spectrum Ownership Today LOOK - MDS Inukshuk Litigation Rogers Bell Look Mobile Broadcast 15

16 Mobile Spectrum Ownership in Canada Year 1985 Paid $0 800 MHz 900 MHz 800 MHz Cellular Rogers 25 MHz Nationally Bell 25 MHz in Ontario and Quebec Telus 25 MHz in BC and Alberta 1800 MHz 1900 MHz 2000 MHz 2001 $1.5b Varies Across the Country Rogers Mhz Bell MHz Telus MHz 2500 MHz 2596 MHz 2686 MHz 2690 MHz 2007 MCS - 96 MHz Inukshuk MDS - 90 MHz Look MDS - 2 MHz MCS - 2 MHz Rogers Bell Telus Look Unallocated Spectrum 16

17 Mobile subscriber growth 17

18 Canadian Telecommunications Industry Wireline Carriers Incumbents Major Telephone Companies: Bell Canada Telus Aliant MTS SaskTel Independent Telephone Companies: e.g. Thunder Bay Telephone Overseas Carrier: e.g. Teleglobe $2.8 billion Growth Competitors: e.g. Allstream (National division of MTS) Cal-Net ( Sprint Canada) FCI Broadband (formerly Futureway Communications) $24 Billion Wireless Providers Bell & Partners Paging Companies Telus Mobility e.g. PageNet Canada Rogers Wireless $11 Billion 2005 Revenues $42 Billion $1 Billion Resellers, Satellite & Other Telecommunications Resellers e.g. Primus Telecommunications Satellite e.g. Telesat Canada, Globalstar, Mobile Satellite Ventures $6 Billion $3.8 billion Growth Broadcast Distribution Cable Providers Rogers Communications Shaw Communications Cogeco Cable Vidéotron Ltée Persona Cable EastLink Communications Direct-to-Home (DTH) e.g. Bell Express Vu, Star Choice Multipoint Distribution Systems e.g. Look Communications $0.6 billion Growth

19 Subscribers by market segment 19

20 Mobile Penetration Rates Global Subscribers - Penetration By Country 1,400 1,200 1, % 120% 100% 80% 60% 40% 20% 0% 20 Italy U K G erm any R us s ia Korea Franc e J apan U S C anada M ex ic o C hina India Population (M ) Penetration (% ) Population Penetration Rates

21 Mobile minutes of use 850 Global Subscribers - Monthly Minutes of Use per Subscriber by Country US Canada China Korea France UK Japan Russia Italy Mexico Germany 21

22 Consumer Expectations Anywhere, Anytime Always on, always with me I want what I want, when I want it MOBILITY PERSONALIZATION INTERNET 22

23 MOBILE VOICE WILL BE A COMMODITY 23

24 Mobile Multi Media Is Here 24

25 Framework Mobility Personalization Internet Applications: -Voice -Video -Broadband Services: -VoIP -Text Messaging -Pictures 25

26 Mobile Developments Mobile TV will change the way we live, work and communicate China and India acquire more mobile subscribers in four months than Canada has accumulated in 25 years Bandwidth is increasing, costs are decreasing, technology is better and cheaper Mobile broadband is going to make the past 10 years pale in comparison to the next 10 years 26

27 Personalized Applications and Services Voice caller identification, mood identification, conference calling Television streaming, live, pay per view, specialty channels Data s, data carousel, storage, calendar, pictures, audio Internet browsing, gaming, movies, messaging, Global Positioning System, web camera, security 27

28 What is Required? Brand Capital Human Capital Financial Capital Maximization of Shareholder Value 28

29 What have we learned? Canada is a technology taker Canada is too small for a fourth mobile service provider Canada must adopt global standards Canada will adopt mobile applications around its Canadian social and cultural values Canadians are becoming increasingly aware of the bigger and more developed markets that have Mobile Multi Media already in place Mobility and Personalization have forever changed the way Canadians live and work 29

30 What have we not learned? Foreign investment is needed in Canada Foreign ownership does not mean regulators cannot safeguard the interests of Canadians. European telecoms have been entering each others countries and markets and with this comes true competition, lower consumer prices and more advanced services. European Telcos are focusing on mobility 30

31 Maximizing Shareholder Value 31

32 2006 Milestones On March 30, 2006 Industry Canada designated the MHz spectrum as mobile On April 12, 2006 the CRTC confirmed that Look has the only mobile broadcast license in Canada 32

33 Global Spectrum and Auctions GEOGRAPHY TIME Europe / Asia USA Canada 1972 Bell Labs patents cellular 1977 European Analogue Standards finalized AT&T cellular trials start 1981 European Analogue cellular launched Industry Canada issues 800 MHz cellular Policy 1983 Commercial analogue cellular service starts 800 MHz cellular licenses issued $0 $ Mhz cellular launched Analog MHz allocated to GSM FCC has lottery for analogue cellular licenses MHz GSM proven in trials GHz GSM proposed MHz GSM service launched FCC allocates spectrum for 1.9 GHz PCS 1994 Industry Canada calls for applications for 1.9 GHz PCS 1995 FCC 1st auction of 1.9 GHz spectrum Industry Canada awards $0 licenses for 1.9 GHz PCS 1996 FCC 2nd & 3rd auction of 1.9 GHz spectrum 1.9 GHz PCS service launched GHz GSM launched FCC 4th auction $36 of 1.9 GHz Billion spectrum Look licensed for 2.6 GHz MDS 1999 FCC 5th auction of 1.9 GHz spectrum Digital 2000 GSM data service launched Telus acquired Clearnet Inukshuk licensed for 2.5 GHz MCS G GSM launched FCC 6th auction of 1.9 GHz spectrum Industry Canada $1.5 auctions Billion 40 MHz of 1.9 GHz spectrum MHz GSm service launched 58 Billion 2004 FCC designates GHz for mobile broadband Industry Canada issues consultation paper for GHz GSM 2005 DBM launched in Korea Crown Castle trial in Pittsburgh Rogers and Bell form Inukshuk JV DVB-H trials in England Qualcomm annouces plans for UHF MediaFlo MobileTV launched on PCS MobileTV launched on PCS 2006 FCC auctions 1.7/2.1 GHz AWS spectrum Look launches Milton demonstration Industry Canada approves license transfer to Inukshuk JV Industry Canada confirms MHz spectrum as mobile CRTC confirms Look can provide mobile broadcast $13.9 Billion TECHNOLOGY 33

34 US AWS Auction On September 18, 2006 the FCC AWS Auction concluded with the following results: Qualified Bidders: 168 Rounds Completed: 161 Bidding Days: 28 Winning Bidders: 104 Bidders won 1087 Licenses Gross Bids: $13.9 billion 34

35 Maximizing Shareholder Value 35

36 Look Mobility Inc. Look Communications Inc. TAX ASSETS SUBSCRIBERS NETWORK Look Mobility Inc. SPECTRUM BROADCAST LICENSE Page 2 36

37 Look s Broadcast License Asset Look has access to more than 300 video channels today 37

38 UBS Spectrum Ownership Today LOOK - MDS Inukshuk Litigation Rogers Bell Look Mobile Broadcast 38

39 Usual Suspects Tier 1 Tier 2 39

40 1. x 2. x 3. x 4. x Financial Impact on Tier 1 Players 40

41 Wireless Share of Revenue and EBITDA Rogers 2002 Revenue Split 2006 Revenue Split 56% 44% 48% 52% $1.9b $4.6b 2002 EBITDA Split 2006 EBITDA Split 54% 46% 32% 68% $0.5b $2.0b OTHER WIRELESS 41

42 Rogers Share Performance 5 year trading history Market Capitalization: $1.8b $23.3b 42

43 Wireless Share of Revenue and EBITDA BCE 2002 Revenue Split 2006 Revenue Split 89% 11% 80% 20% $2.2b $3.5b 2002 EBITDA Split 10% 2006 EBITDA Split 21% 90% 79% $0.8b $1.5b OTHER WIRELESS 43

44 BCE Share Performance 5 year trading history Market Capitalization: $27.1b $24.5b 44

45 Wireless Share of Revenue and EBITDA Telus 2002 Revenue Split 2006 Revenue Split 71% 29% 56% 44% $2.0b $3.9b 2002 EBITDA Split 2006 EBITDA Split 79% 21% 51% 49% $0.5b $1.8b OTHER WIRELESS 45

46 Telus Share Performance 5 year trading history Market Capitalization: $1.8b $19.4b 46

47 1. x 2. x 3. x 4. x Potential Spectrum Impact on Tier 1 Players 47

48 Look Mobility Inc. Look Communications Inc. TAX ASSETS SUBSCRIBERS NETWORK Look Mobility Inc. SPECTRUM BROADCAST LICENSE Page 2 48

49 UBS Spectrum Ownership Today LOOK - MDS Inukshuk Litigation Rogers Bell Look Mobile Broadcast 49

50 Spectrum Ownership Today LOOK - MDS Rogers LOOK - MDS Rogers Bell Look 50

51 Spectrum Ownership Today LOOK - MDS Rogers LOOK - MDS Bell LOOK - MDS Rogers Bell Look 51

52 Spectrum Ownership Today LOOK - MDS Rogers LOOK - MDS Bell LOOK - MDS Rogers/Bell Rogers Bell Look LOOK - MDS 52

53 Spectrum Ownership Today LOOK - MDS Rogers LOOK - MDS Bell LOOK - MDS Rogers/Bell LOOK - MDS Telus LOOK - MDS Rogers Bell Look Telus 53

54 Inukshuk Litigation Right of Use Right to Match Ownership has changed many times Assets stripped out of Inukshuk and transferred into the Inukshuk Wireless Partnership owned 50% by each of 54

55 UBS spectrum interest Today LOOK - MDS Mobile Broadcast UBS Right to Match UBS Right of Use 55

56 UBS spectrum interest Today LOOK - MDS Mobile Broadcast Tomorrow UBS - MCS LOOK - MDS UBS UBS Mobile Broadcast Right to Match Right of Use 56

57 UBS mobile spectrum interest Today LOOK - MDS Mobile Broadcast Tomorrow LOOK - MDS UBS Right of Use Mobile Broadcast Tomorrow LOOK - MDS UBS UBS Mobile Broadcast Right to Match Right of Use Litigation Claim 57

58 Competitive Landscape in Canada Today spectrum covers 70% of Canada s GDP and population Cellular currently covers 20% of geography and 97% of population 58

59 Competitive Landscape in Canada Tomorrow spectrum covers 70% of Canada s GDP and population Cellular currently covers 20% of geography and 97% of population 59

60 Factors influencing the Maximization of Shareholder Value: Size of the Canadian market Viability of the fourth Mobile service provider Restrictions on foreign ownership Development of the market Commoditization of Mobile voice applications Usual Suspects perception of the present and their vision for the future The impact of the Canadian AWS auction Combination of Look and UBS Spectrum and Broadcast assets 60

61 Key messages Assets are strategically important Shareholders have appreciating assets The value of the assets is not reflected in: Financial Statements Market Capitalization We will continue to evaluate opportunities to Maximize Shareholder Value through: Partnerships Strategic Alliances Other transactions Discussions continuing 61

62 Look Shareholder Resolutions In order to Maximize both Flexibility and Shareholder Value, there are two resolutions that Look shareholders approved yesterday: 1. Approval to transfer Look s assets, including, but not limited to, the spectrum and broadcast license, into Look s subsidiary; 2. Approval for Look s Management and Look s Board to conclude a potential transaction related to Look s assets 62

63 Maximizing Shareholder Value LOOK - MDS Mobile Broadcast LOOK - MDS UBS UBS Mobile Broadcast Right to Match Right of Use Litigation Claim QUESTIONS 63

64 Annual and Special Meeting of Shareholders February 28,