ARCHIVED -  Notice of Public Hearing CRTC 1999-8

Notice of Public Hearing

Ottawa, 9 September 1999

Notice of Public Hearing CRTC 1999-8

ISSUE NO. 1

The Commission will hold a public hearing commencing on 26 October 1999, at the Conference Centre, Phase IV, 140 Promenade du Portage, Hull, Quebec, to consider the following:

PREAMBLE

On 5 March 1999, the Commission published Notice of Public Hearing 1999-2 for a hearing to be held on 3 May 1999 in Vancouver. At that time, the Commission was to hear applications from WIC Western International Communications Ltd. (WIC) (WIC's applications) for authority to effect changes to its ownership.

On 1 April 1999, the Commission published Notice of Public Hearing 1999-2-3 to advise that this item was withdrawn from the hearing in light of ongoing negotiations between Shaw Communications Inc. (Shaw) and CanWest Global Communications Corp. (CanWest) with respect to WIC and its assets.

The Commission notes that WIC's applications raise important regulatory issues that need to be resolved in a timely fashion. Consequently, since the Commission has had, for many months, no firm indication that an agreement has been reached between Shaw and Global, the Commission will hear the WIC applications at a public hearing beginning on 26 October 1999 in Hull.

The WIC applications are summarized as follows:

A) Application (199900923) by WIC Western International Communications Ltd. (WIC) for authority to effect a change in ownership. If authority is granted, Shaw or an affiliate would be permitted to hold directly or indirectly 372,902.5 of WIC's class A voting shares. This would represent 49.96% of these shares.

B) Application (199902250) by WIC for authority to effect a change in ownership. If authority is granted, Shaw or an affiliate would be permitted to hold directly or indirectly 9,877,841 of WIC's class B non-voting shares. This would represent 52% of these shares.

In March of 1998, the Griffiths family sold its interests in WIC to Shaw Communications Inc. (Shaw) and Cathton Holdings Ltd. (Cathton). As a result of this transaction, each of Shaw and Cathton now holds just short of 50% of the class A voting shares. The Commission notes that the acquisition by Cathton does not require prior Commission approval as it previously owned more than 30% of the voting shares. However, Shaw's acquisition triggers the regulatory approval process. Furthermore, Shaw subsequently made a public offer to acquire all of the outstanding non-voting class B shares of WIC. The offer resulted in Shaw holding approximately 52% of these shares which also requires regulatory approval.

The Commission points out that pursuant to its regulations, prior approval is required both with respect to Shaw's purchase of the class A voting shares as well as Shaw's purchase of 50% or more of WIC's total equity. The Commission notes that the transactions leading to Shaw's acquisition of the class A voting shares were completed prior to obtaining approval from the Commission as required pursuant to its regulations. Further, Shaw did not seek Commission approval in advance of the transactions to put in place trust arrangements pending Commission approval.

On 2 April 1998, the Commission approved the trust arrangements that had been put in place with respect to the class A voting shares of WIC purchased by Shaw from Western Broadcasting Company Ltd. (WBC), which is owned by the Griffiths family. In its approval letter, the Commission stated that "a trust arrangement is necessary, at this point in time, in order to provide for an appropriate mechanism to enable the continued operation of WIC and its subsidiary companies independently from Shaw". The Commission also noted:

The transaction with respect to the WBC shares was completed prior to obtaining approval from the Commission and without seeking Commission advice on the appropriateness of meeting regulatory requirements in these circumstances by having recourse to a trust arrangement. Accordingly, the Commission expects that this concern be fully addressed by WIC and Shaw upon filing the necessary applications to obtain all regulatory approvals with respect to the WBC shares.

With respect to the class A voting shares of WIC purchased from Daphne Holdings Ltd., the Commission noted that Shaw undertook not to exercise voting rights in respect of these shares in a manner that would be contrary to the terms or intent of the trust agreement with respect to the WBC shares. The Commission's approval of the latter was made conditional upon Shaw fully respecting this undertaking. The Commission's approval of the trust arrangements (pursuant to several extensions) is valid until ----30 September 1999.

By letter dated 5 June 1998, the Commission approved inclusion of the class B non-voting shares in the trust.

The Commission notes that WIC and Shaw are both involved in many broadcasting sectors such as radio, television, pay and specialty services. Shaw also operates broadcasting distribution undertakings. The Commission intends to discuss, among other questions, the level of concentration and cross-ownership that would result from the transactions, and the impact that may occur on the broadcasting industry. In addition, the Commission may want to discuss at this time the necessity of unequivocal tangible benefits considering the size and nature of this transaction and the uncertainty surrounding the effective control of WIC. In addition, the Commission may wish to discuss specific proposals for unequivocal tangible benefits.

Further, the Commission may wish to discuss with interested parties whether it would be appropriate, in the circumstances, if authority were granted, for WIC to divest of part of its broadcasting holdings.

The inverventions related to these applications which had been submitted further to the release of Notice of Public Hearing CRTC 1999-2, are now part of the public file and will be placed on the agenda of this public hearing.

Interveners who had already submitted interventions related to these applications further to Notice of Public Hearing CRTC 1999-2 may amend or withdraw them, but must advise the Commission and the applicant, and submit any amendments on or before 7 October 1999. Other interested parties may submit interventions concerning these applications on or before 7 October 1999.

Examination of applications:

WIC Western International Communications
Ltd. & Electronic Digital Delivery Inc.
1960 - 505 Burrard Street
Vancouver, British Columbia
V7X 1M6

CHAN-TV
7850 Enterprise Street
Burnaby, British Columbia

CHBC-TV
342 Leon Avenue
Kelowna, British Columbia

Radio Stations CKNW/CFMI
2000 - 700 West Georgia Street
Vancouver, British Columbia

CHEK-TV
780 Kings Road
Victoria, British Columbia

CICT-TV
222 - 23rd Street North East
Calgary, Alberta

Radio Stations CHQR/CKIK-FM
1900 - 125 - 9 Avenue South East
Calgary, Alberta

Radio Stations CHED/CKNG
5204 - 84 Street
Edmonton, Alberta

CITV-TV
5325 Allard Way
Edmonton, Alberta

WIC Premium Television Ltd.
200 - 5324 Calgary Trail Southbound
Edmonton, Alberta

CISA-TV
1401 - 28 Street North
Lethbridge, Alberta

RDTV (CKRD-TV)
2840 Bremner Avenue
Red Deer, Alberta

Radio Stations CJOB/CJKR
930 Portage Avenue
Winnipeg, Manitoba

ONTv (CHCH-TV)
163 Jackson Street West
Hamilton, Ontario

Radio Stations CHML/CJXY
900 - 875 Main Street
Hamilton, Ontario

Canadian Satellite Communications Inc.
50 Burnhamthorpe Road West
10th Floor
Mississauga, Ontario

Radio Stations CHOG/CILQ
1400 - 5255 Yonge Street
North York, Ontario

Family Channel and Teletoon
BCE Place
181 Bay Street
Toronto, Ontario

CFCF-TV
405 Ogilvy Avenue
Montréal, Quebec

SPECIFIC INDIVIDUAL REQUIREMENTS

PERSONS REQUIRING COMMUNICATIONS SUPPORT SUCH AS ASSISTIVE LISTENING DEVICES AND SIGN LANGUAGE INTERPRETATION ARE REQUESTED TO INFORM THE COMMISSION AT LEAST TWENTY (20) DAYS BEFORE THE COMMENCEMENT OF THE PUBLIC HEARING SO THAT THE NECESSARY ARRANGEMENTS CAN BE MADE.

PUBLIC PARTICIPATION / PARTICIPATION DU PUBLIC

Intervention

IN ORDER TO HAVE YOUR INTERVENTION CONSIDERED BY THE COMMISSION AND PLACED ON THE PUBLIC FILE,

- submit your original written intervention to the Secretary General of the Commission (CRTC, Ottawa, K1A 0N2). A true copy MUST be sent to the applicant and proof that this has been done must accompany the original intervention sent to the Commission.

Please note that you may also file your interventions by Electronic Mail

- the intervention may be filed with the Commission by electronic mail at the following e-mail address: procedure@crtc.gc.ca and should indicate if a true copy has been sent to the applicant. Each paragraph of the document should be numbered. In addition, as an indication that the document has not been damaged during electronic transmission, the line ***End of document*** should be entered following the last paragraph of each document. However, your intervention and the proof of service to the applicant will also have to be filed in hard copy;

- please note, that only the documents (applications and interventions) electronically filed will be available on the Commission's web site. You will be able to access these documents by indicating the public notice or the notice of public hearing number;

- the intervention must be received by the CRTC and by the applicant ON OR BEFORE the deadline date indicated below. The Commission cannot be held responsible for postal delays;

- one may also communicate with the Commission:
- by telecopier: (819) 994-0218

- your intervention must clearly identify the application. It must also include clear indication of whether you support or oppose the application, or, if you propose changes to it, include the facts and grounds therefor. In the event that the subject application is brought to the oral phase of a hearing, and should you wish to appear, your intervention must include a request to do so, preferably in the first paragraph of your letter, together with reasons as to why your written submission is not sufficient and why your appearance is necessary. The Commission will inform interveners whether their requests to appear are granted. All written interventions are considered by the Commission when it makes its decisions.

To ensure the effective use of public hearing time, and consistent with the Commission's practice in similar proceedings, it may group the appearance of various interveners at the same time.

In light of the expedited timeframe for this process, interested parties are encouraged and expected to monitor the content of the public examination files.

DEADLINE FOR INTERVENTION:

7 October 1999

EXAMINATION OF DOCUMENTS
DURING NORMAL OFFICE HOURS

Documents are available:
° at the local address provided in this notice; and
° at the following Commission offices:

Central Building
Les Terrasses de la Chaudière
1 Promenade du Portage
Ground Floor
Hull, Quebec K1A 0N2
Tels: (819) 997-2429 - TDD 994-0423
Telecopier: (819) 994-0218

Bank of Commerce Building
Suite 1007
1809 Barrington Street
Halifax, Nova Scotia B3J 3K8
Tels: (902) 426-7997 - TDD 426-6997
Telecopier: (902) 426-2721

Place Montréal Trust
1800 McGill College Avenue
Suite 1920
Montréal, Quebec H3A 3J6
Tels: (514) 283-6607 - TDD 283-8316
Telecopier: (514) 283-3689

Kensington Building
Suite 1810
275 Portage Avenue
Winnipeg, Manitoba R3B 2B3
Tels: (204) 983-6306 - TDD 983-8274
Telecopier: (204) 983-6317

530 - 580 Hornby Street
Vancouver, British Columbia
V6C 3B6
Téls: (604) 666-2111 - TDD 666-0778
Telecopier: (604) 666-8322

C.R.T.C. Documentation Centre
55 St. Clair Avenue East
Suite 624
Toronto, Ontario
M4T 1M2
Tel: (416) 952-9096
Telecopier: (416) 954-6343

C.R.T.C. Documentation Centre
Cornwall Professional Building
Room 103
2125 - 11th Avenue
Regina, Saskatchewan
S4P 3X3
Tel: (306) 780-3422
Telecopier: (306) 780-3319

This document is available in alternative format upon request, and may also be viewed at the following Internet site: www.crtc.gc.ca

Secretary General