ARCHIVED - Decision CRTC 2001-186

Decision CRTC 2001-186

Ottawa, 23 March 2001

By Fax: (416) 642-7415

Mr. Ken C.C. Stein
Senior Vice-President
Shaw Communications Inc.
Canadian Pacific Tower
100 Wellington Street West
Suite 2140
Toronto, Ontario
M5K 1J5


Dear Sir;

Re:     Application No. 200023581 - Conditional approval
           Acquisition of control and shares - Shaw Communications Inc. requests authority to acquire control of Moffat Communications Limited

_________________________________________________________________

The Commission conditionally approves the above-noted application for authority to effect a change in the effective control of Moffat Communications Limited ("Moffat"), through the transfer of the majority of the voting interests in Moffat to Shaw Communications Inc. and 911264 Alberta Ltd. With the acquisition of those 32,918,199 Moffat/public shares (being approximately 84% of Moffat's voting interests), together with the 5,720,772 Moffat shares (15%) previously owned by Shaw, Shaw directly and indirectly owns 38,638,971 Moffat common voting shares or over 99% of the outstanding Moffat voting interests.

Moffat is the parent company of Videon CableSystems Inc. (operating 20 cable systems in Manitoba and three (3) in Northern Ontario) and of Videon CableSystems Alberta Inc. (operating 25 cable systems in Alberta). It is also the licensee of the CTV affiliate CKY-TV Winnipeg and its retransmitters as well as the parent company of Lifestyle Television (1994) Limited (Lifestyle), licensee of the specialty service "Women's Television Network" (WTN) (these programming services are referred to herein as Moffat's television holdings). Moffat's holdings also include a new regional video-on-demand (VOD) service licensed to Videon CableSystems Inc., and it also has a small interest in the Canadian Public Affairs Channel (CPAC) through its holding of Videon CableSystems Inc.

As part of the present application, and in an attempt to address any concerns arising from the proposed transaction, Shaw committed to divest itself of Moffat's television assets (WTN and CKY-TV). It is on the basis of these commitments and of a recent announcement made by Corus Entertainment Inc., that this approval is subject to the following conditions:

Regarding WTN;

• that the trustee or the licensee file an application for the sale of the assets of WTN within 30 days of this decision;
   
• that the shares of WTN remain in trust until such time as the Commission has ruled on the forthcoming application; and
  
• that the current trust agreement be amended or any other appropriate trust arrangement that may be put in place to reflect the current approval.
  

Regarding CKY-TV and its transmitters

• that Shaw commit to a benefits package representing 10% of the value of the assets associated with CKY-TV (as filed with Griffiths McBurney letter of February 12, 2001), if an agreement to sell these assets is not entered within six (6) months of this decision; and
  
• that the purchaser be required to assume the benefits proposed by Shaw and to commit to an additional benefits package should the sale agreement not be concluded before the expiry of the prescribed time limit.
  

The Commission will modify its ownership records to reflect the authorized ownership of Moffat Communications Limited as shown in the attached appendix.

The Commission also approves the applicant's request for confidentiality with regard to the Griffiths McBurney letter of February 12, 2001.

All letters of approval issued by the Commission are made available for public examination at the Commission's central office and at the Commission's web site at www.crtc.gc.ca. The Commission also requires you to append this letter to your licences.

Finally, this authority is not to be interpreted in any way as an indication that the Commission is predisposed to authorize the subsequent applications relating to the transaction.

Yours sincerely,

Ursula Menke
Secretary General

Att.

c.c.: Mr. Fred Wagman
Moffat Communications Limited

APPENDIX

MOFFAT COMMUNICATIONS LIMITED

911264 Alberta Ltd.