ARCHIVED - Decision CRTC 2001-765

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Decision CRTC 2001-765

Ottawa, 17 December 2001

Mr. Ken Stein
Senior Vice-President
Regulatory and Corporate Affairs
Shaw Communications Inc.
45 O'Connor Street
Suite 870
Ottawa, Ontario
K1P 1A4

Dear Mr. Stein:

Re:  Application No. 2001-1147-7 - Approved with the redirection of the tangible benefits
Request to acquire control and ownership of Corus VC Ltd.
Licensee of pay-per-view (PPV) specialty programming undertakings - Western Canada

The Commission has completed its examination of the above-noted application from Shaw Communications Inc. (Shaw), on behalf of a subsidiary 616554 B.C. Ltd. (616554 B.C.), seeking authority to acquire the effective control of Corus VC Ltd. (Corus VC), licensee of a terrestrial and a direct-to-home (DTH) PPV service.

The proposed transaction consists of transferring all of the issued and outstanding shares of Corus VC, currently held by Corus Entertainment Inc., to 616554 B.C.

The Commission notes Shaw's commitment to contribute $3.5 million in tangible benefits, which represent 10%of the purchase price ($35 million), to be implemented over a 5-year period. The $3.5 million will be provided

to build a high-definition (HD) encoding facility, and to subsidize the cost of converting existing content to HD format. The proposed initiative is to help overcome economic and technical obstacles to the supply of high-definition content available in the Canadian broadcasting system.

The Commission considers such benefits as being part of the normal course of business and, consequently, finds them unacceptable.

The Commission approves the proposed change of control conditional on Shaw filing, within 30 days of this letter decision, tangible benefits initiatives for review and approval by the Commission.

Our records will only be modified to reflect the attached ownership structure once the above condition has been fully satisfied. All letters of approval issued by the Commission are made available for public examination at the Commission's central office. The Commission also requires you to append this letter to all your PPV licences.

Yours sincerely,

Ursula Menke

Secretary General


Appendix A


Corus VC Ltd.




% held

616554 B.C. Ltd.




616554 B.C. Ltd.




% held

Shaw Communications Inc.

Class A



Date Modified: 2001-12-17

Date modified: