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ARCHIVED - Decision CRTC 2001-53

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BY TELECOPIER (416) 868-0673

Decision CRTC 2001-53

Ottawa, 9 February 2001

Mr. Peter Grant
McCarthy Tétrault
Toronto Dominion Bank, Suite 4700
Toronto, Ontario
M5K 1E6

Dear Mr. Grant

Re: Application # 200102807 - Approved
Authority for a trust arrangement and the nomination of Mr. Daniel Campbell Q.C. as trustee in the proposed merger between Salter Street Films Limited (Salter) and Alliance Atlantis Communications Inc. (Alliance Atlantis) Independent Film Channel Canada Incorporated (IFCC) - a Category 1 digital specialty service - National

Reference is made to your letters of 24 January 2001 and 5 February 2001 in which you seek Commission approval for the creation of a trust arrangement and the nomination of Mr. Daniel M. Campbell Q.C. as trustee.

The Commission understands that the trust arrangement is in the context of a proposed merger between a wholly owned subsidiary of Alliance Atlantis and Salter. A trust arrangement is necessary as both Alliance Atlantis and Salter are publicly traded companies and because of the proposed transaction, the effective control of Salter and ultimately IFCC will be affected.

The Commission has examined the proposed trust arrangement between Alliance Atlantis and Mr. Campbell. The Commission is satisfied that the trust arrangement represents an appropriate mechanism to enable the continued operations of the regulated assets under Salter pending Commission approval. Furthermore, the Commission notes Alliance Atlantis' intention to have separate and distinct board of directors between the resulting merging entity and its subsidiaries.

The Commission accepts the nomination of Mr. Daniel M. Campbell Q.C. as trustee and the terms and conditions contained in the proposed trust agreement. This authorization is valid until 31 August 2001 which should permit the Commission to deal with the application to be filed.

This authority is not to be interpreted in any way as an indication that the Commission is predisposed to authorize the subsequent application. The Commission expects to receive a signed copy of the executed agreements within 10 days of the approval.

Yours sincerely,

Ursula Menke
Secretary General

cc. Daniel M. Campbell Q.C.
Salter Street Film Limited

Date Modified: 2001-06-28

Date modified: