ARCHIVED - Broadcasting Decision CRTC 2002-114

Broadcasting Decision CRTC 2002-114

Ottawa, 22 April 2002

Bell Nordiq Group Inc. (formerly known as Télébec ltée), on behalf of a corporation to be incorporated
La Sarre, Rouyn-Noranda, Val-d'Or, Vassan (Val-d'Or), Poularies (La Sarre), Notre-Dame-du-Nord and La Tuque, Quebec

Applications 2002-0094-9 and 2002-0096-5

Intra-corporate reorganization

1.

The Commission approves the applications filed by Bell Nordiq Group Inc., formerly known as Télébec Ltée (Télébec), on behalf of Câblevision du Nord de Québec inc., a corporation to be incorporated (AmalCo), for authority to transfer effective control of certain wholly owned subsidiaries of Télébec to a limited partnership, namely Télébec Limited Partnership (Télébec LP).

2.

The Télébec subsidiaries affected by this transaction are currently the operators of licensed and exempt broadcasting distribution undertakings serving various communities in Quebec. Specifically:

· Câblevision du Nord de Québec inc. (CNQ) is licensee of the cable undertakings serving La Sarre, Rouyn-Noranda and Val-d'Or, as well as the multipoint distribution systems serving Rouyn-Noranda, Vassan (Val-d'Or), Poularies (La Sarre) and Notre-Dame-du-Nord. CNQ also operates a number of Class 3 cable undertakings in Quebec that have been exempted from licensing requirements pursuant to Revocation of the licences of exempted small cable distribution undertakings, Decision CRTC 2002-45, 19 February 2002 (Decision 2002-45).

· Électro-Vision (La Tuque) inc. is licensee of the cable undertaking serving La Tuque.

· Télécâble Blouin inc. and Câble Média Plus inc. are operators of Class 3 cable undertakings in several locations in Quebec, exempt pursuant to Decision 2002-45.

3.

The transfer of effective control will take place as follows:

· As a first step, the Télébec subsidiaries identified in paragraph 2 above will be amalgamated into a single company, AmalCo.

· The effective control of AmalCo will then be transferred from Télébec to 9114-7587 Québec inc. (AcquireCo), a new corporation that will be wholly owned by Télébec LP. Télébec LP, in turn, will be controlled by Télébec, as the general partner. Télébec will initially own a 100% interest in Télébec LP.

· Immediately following these steps, a 40% partnership interest in Télébec LP will be transferred to the Bell Nordiq Trust (the Trust). The remaining 60% partnership interest in Télébec LP will continue to be held by Télébec. The Trust will be wholly owned by another trust, the Bell Nordiq Income Fund (the Fund), which will be responsible for the sale of units to the public.

· AmalCo and AcquireCo will then be amalgamated and will continue under the name Câblevision du Nord de Québec inc. (New CNQ).

The Commission is satisfied that the transaction represents an intra-corporate reorganization that will not change the ultimate control of the licensed distribution undertakings concerned. This control will remain with Télébec. Télébec, as the general partner of Télébec LP, will have exclusive authority to manage the partnership's affairs. Télébec LP, in turn, will hold all of the issued and outstanding shares of New CNQ.

This authority will only be effective when the Commission receives documentation establishing to the Commission's satisfaction that the intra-corporate reorganization described above has been completed as approved. Specifically, the applicant must file a duly signed and executed copy of the following documents: the Télébec LP Partnership Agreement, the acquisition agreement, the declarations of trust and the administration agreements relating to the Trust and the Fund, and the Voting and Exchange Agreement.

Further, the applicant must be able to demonstrate, upon the Commission's request and to its satisfaction, that a minimum of 80 % of the unit holders of the Fund are Canadians.

Secretary General

This decision is to be appended to each licence. It is available in alternative format upon request, and may also be examined at the following Internet site: www.crtc.gc.ca