ARCHIVED -  Public Notice CRTC 1998-120

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Public Notice

Ottawa, 17 November 1998
Public Notice CRTC 1998-120
Shaw Communications Inc.
3479652 Canada Inc. - 199807757 3247236 Canada Inc.(Country Music Television) - 199807327 Shaw Radio Ltd. - 199807335 YTV Canada, Inc. - 199807343 3429873 Canada Inc. (Treehouse TV) - 199807351 DMX Canada (1995) Ltd. - 199807856 - 199807369 The Comedy Network Inc. - 199807377 Teletoon Canada Inc. - 199807385 Telelatino Network Inc. - 199807393
Corporate reorganisation
1. The Commission announces that it has approved, by Letter of Authority A98-0139 dated 29 October 1998, a corporate reorganisation involving Shaw Communications Inc.'s (Shaw) holdings in various broadcasting undertakings, as listed above.
2. In the first stage, the Commission has approved the transfer of 100 of the 125 issued shares of DMX Canada (1995) Ltd. (DMX) from Shaw to Shaw Cablesystems Ltd. In Decision CRTC 95-911, the Commission had granted a licence to DMX and Shaw was authorised to hold 80% of the issued shares in DMX. The Commission notes the explanation provided by the licensee that the shares were issued, in error, to Shaw Cablesystems Ltd. The Commission reminds the licensee that section 10 of the Specialty Services Regulations, 1990 requires that it seek approval for certain changes to its ownership and expects the licensee to comply with this regulatory requirement in the future.
3. In the second stage of the corporate reorganisation, Shaw has received approval to transfer the shares that it holds directly and indirectly in the broadcasting undertakings mentioned above to a new, wholly-owned subsidiary of Shaw, 3470652 Canada Inc. (Mediaco). In the third stage, approval has been granted for the ownership of Mediaco to be transferred from Shaw to a holding company (Holdco), to be incorporated at a future date. Holdco's share structure will mirror that of Shaw's. The Commission's approval is based on the understanding that the owners of Shaw's Class A voting and Class B non-voting shares will hold similar classes of shares of Holdco in the same proportions as their Shaw holdings. Holdco will then become a separately-owned, publicly-traded company.
4. The Commission notes that Mr. J.R. Shaw will control Holdco and Mediaco through his control of approximately 75% of the voting rights of Holdco. The control of these voting rights is exercised by way of a voting trust agreement and the voting control of his personal holding and his family's holding companies.
5. Approval of this proposed corporate reorganisation does not in any way prejudge, for regulatory purposes, the appropriateness of any further ownership changes that Shaw or its subsidiaries may file for Commission approval.
Secretary General
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