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ARCHIVED - Decision CRTC 2001-545

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Decision CRTC 2001-545

Ottawa, 31 August 2001

Mr. Anthony P. Viner
President and CEO
Rogers Broadcasting Limited
777 Jarvis Street
Toronto, Ontario M4Y 3B7

Re: Decision CRTC 2000-460 - Broadcast licence to carry on a new Category 1 specialty television service known as The Biography Channel (Biography Channel)

Dear Mr. Viner:

This is to inform you that the Commission has decided, by majority vote, that it is prepared to issue a licence to the Biography Channel, conditional upon the change you proposed for article 3.15 of the shareholders' agreement being effected.

The current wording reads as follows:

3.15 Voting - required by the provisions of this Agreement, all matters or questions requiring action, approval or decision at a meeting of the Shareholders shall be determined by the votes of Shareholders holding a majority of the Class B Shares cast at such meeting.

The current wording of that article could be interpreted as providing the class B non-voting shares with voting power at meetings of shareholders.

You proposed a new article 3.15 to replace the current article 3.15. The wording you proposed for the new article is:

3.15 Voting - Except as may be otherwise required by the provisions of this Agreement, all matters or questions requiring action, approval or decision at a meeting of the Shareholders shall be determined by a majority of the votes cast at such meeting.

With the change noted above, the Commission would be satisfied that The Biography Channel meets the requirements of the Direction to the CRTC (Ineligibility of Non-Canadians).

The Commission notesthat the allocation of a number of powers and rights to class B non-voting shares results in a structure which could place the non-Canadian shareholder in a position of significant influence over the operations of the corporation, though not in a position of control.

In the future, the Commission will continue to closely review and assess on a case-by-case basis situations where a particular non-Canadian shareholder is given significant influence, in order to determine whether, in the circumstances, such influence amounts to control of the licensee.

Yours sincerely,

Ursula Menke
Secretary General

Date Modified: 2001-08-31

Date modified: