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Broadcasting Decision CRTC 2003-598
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Ottawa, 15 December 2003
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Rogers Cable Inc., on behalf of itself and of its subsidiaries Rogers Cablesystems Ontario Limited, Rogers Cable Atlantic Inc., Rogers Ottawa Limited/Limitée, and Rogers Cablesystems Georgian Bay Limited
Various locations in Ontario, Quebec, New Brunswick, and Newfoundland and Labrador; and across Canada (see Appendix)
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Application No. 2003-1066-5
Public Hearing in the National Capital Region
20 October 2003
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Intra-corporate reorganization
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The Commission approves the application by Rogers Cable Inc. (Rogers), on behalf of itself and of its subsidiaries Rogers Cablesystems Ontario Limited, Rogers Cable Atlantic Inc., Rogers Ottawa Limited/Limitée, and Rogers Cablesystems Georgian Bay Limited, for authority to implement an intra-corporate reorganization. The reorganization involves cable broadcasting distribution undertakings serving various communities in Ontario, Quebec, New Brunswick, and Newfoundland and Labrador, as well as a national video-on-demand (VOD) undertaking.
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The application
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1.
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Rogers Cable Inc. (Rogers) is currently the licensee of cable broadcasting distribution undertakings (BDUs) in Toronto and 18 other Ontario locations, approximately 60 BDUs in New Brunswick, and one in Quebec. It is also licensee of a national video-on-demand (VOD) undertaking. Rogers is owned 100% by Rogers Communications Inc. Rogers, in turn, owns 100% of both Rogers Cable Atlantic Inc. (licensee of four cable BDUs in Newfoundland and Labrador) and Rogers Cablesystems Ontario Limited (licensee of four Ontario BDUs). Rogers Cablesystems Ontario Limited has two wholly-owned subsidiaries, namely Rogers Ottawa Limited/Limitée (licensee of the cable BDU serving Ottawa) and Rogers Cablesystems Georgian Bay Limited (licensee of three additional cable BDUs in Ontario).
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2.
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The Commission has received an application by Rogers, on behalf of itself and of its subsidiaries noted above, for authority to effect an intra-corporate reorganization. The intra-corporate reorganization involves the following five steps which, the applicant proposes, would occur simultaneously on 31 December 2003:
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- incorporation of a new Ontario company ("Ontario Sub") wholly owned by Rogers;
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- transfer of the shares of Rogers Cablesystems Ontario Limited from Rogers to 1443358 Ontario Limited, a numbered company wholly owned by Rogers' parent, Rogers Communications Inc. In addition, the shares held by Rogers Cablesystems Ontario Limited in two other Ontario cable licensees, namely Rogers Ottawa Limited/Limitée and Rogers Cablesystems Georgian Bay, would also be transferred to 1443358 Ontario Limited;
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- transfer to Ontario Sub of certain assets of Rogers, including those of its licensed cable BDUs in Ontario, New Brunswick and Quebec and of its national VOD undertaking, but excluding Rogers' shareholdings in subsidiary companies;
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- amalgamation of Rogers and 1443358 Ontario Inc. The amalgamated company would continue as Rogers Cable Inc.; and
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- amalgamation and continuance of each of the subsidiary companies wholly owned by Rogers. At this stage, Rogers Cablesystems Ontario Limited, Rogers Cable Atlantic Inc., Rogers Ottawa Limited/Limitée, Rogers Cablesystems Georgian Bay and Ontario Sub would amalgamate and continue as one Ontario company, which is to be named Rogers Cable Communications Inc.
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3.
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Following the intra-corporate reorganization, Rogers would be the sole shareholder of Rogers Cable Communications Inc., which, in turn, would hold all of the licences for the cable distribution undertakings in Ontario, Quebec, New Brunswick, and Newfoundland and Labrador, as well as for the national VOD undertaking. At that time, Rogers would no longer hold any broadcasting licences and would cease to be a broadcasting licensee.
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4.
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The Commission notes that this intra-corporate reorganization would not result in a change in the ultimate control over the cable BDU and VOD licences affected under this application. Ultimate control would remain under Rogers Communications Inc. Accordingly, the Commission approves the proposed intra-corporate reorganization. The Commission notes the applicant's commitment to file, upon approval of this transaction, all new or updated incorporating documents and ownership information relating to the companies involved in the intermediate steps of the intra-corporate reorganization. The Commission expects to receive this information by no later than 30 days following the execution of the intra-corporate reorganization.
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5.
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The Commission will issue broadcasting licences to Rogers' new subsidiary, Rogers Cable Communications Inc., for each of the broadcasting undertakings that are to come under its ownership as a consequence of the intra-corporate reorganization, upon surrender of the current licences. The licences will be subject to the same terms and conditions that apply to the current licences, and will expire on the same dates as those currently specified therein.
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6.
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The licences will only be issued, and the Commission's records will only be modified to reflect the reorganized ownership structure, once the new licensee confirms, in writing, that the inter-corporate transaction has been completed as proposed, and all new or updated incorporating documents and ownership information relating to the companies involved in the intermediate steps of the intra-corporate reorganization have been filed with the Commission.
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Secretary General
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This decision is to be appended to the licences of all of the undertakings affected by the intra-corporate transaction. The decision is available in alternative format upon request, and may also be examined at the following Internet site: www.crtc.gc.ca
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Appendix to Broadcasting Decision CRTC 2003-598
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Licensees and their undertakings affected by intra-corporate transaction involving Rogers Cable Inc. and its wholly-owned subsidiaries
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Licensee
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Undertaking and Location
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Rogers Cable Inc.
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Cable broadcasting distribution undertakings (BDUs) serving Barrie, Bolton, Camp Borden, Erin, Grand Valley, Keswick, Kitchener, London (Part), Newmarket, Orangeville, Orillia, Oshawa, Pickering, Richmond Hill, St. Thomas, Strathroy, Tillsonburg, Toronto (4) and Woodstock, Ontario; Allardville, Bathurst, Bouctouche, Browns Flat, Burtts Corner, Campbellton, Caraquet, Caron Brook, Centre Napan, Centre-Acadie, Centreville, Chatham, Clair, Dalhousie, Davis Mill, Edmunston, Florenceville, Fredericton, Grand Falls, Hartland, Harvey, Highway 505 (Part), Jacquet River, Juniper, Keatings Corner, Kedgwick, Lac Baker, Ludford Subdivision, McAdam, Meductic, Moncton, Morrisdale, Musquash Subdivision, Nackawic, Nasonworth, Noonan, Patterson, Perth-Andover, Petitcodiac, Plaster Rock, Richibucto, Rogersville, Saint-John, Saint-Ignace, Salmon Beach, Shediac, Shippegan, St-Antoine, St-Joseph-de-Madawaska, St-Stephen, Ste-Anne-de-Kent, Ste-Marie de Kent, Sussex, Temperance Vale, Tracadie, Tracy, Welsford, Willowgrove and Woodstock, New Brunswick; and Carleton, Quebec; and a national video-on-demand (VOD) programming undertaking.
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Rogers Cablesystems Ontario Limited
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Cable BDUs serving Ajax, Guelph, London (Part) and Toronto (Part), Ontario.
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Rogers Ottawa Limited/ Limitée
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Cable BDU serving Ottawa, Ontario.
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Rogers Cablesystems Georgian Bay Limited
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Cable BDUs serving Collingwood, Midland and Owen Sound, Ontario.
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Rogers Cable Atlantic Inc.
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Cable BDUs serving Corner Brook, Gander, Grand Falls and St. John's, Newfoundland and Labrador.
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Date Modified: 2003-12-15
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