ARCHIVED - Broadcasting Decision CRTC 2002-41

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Broadcasting Decision CRTC 2002-41

Ottawa, 19 February 2002

Shaw Communications Inc. and Corus Entertainment Inc.
Across Canada

Application 2001-1274-8

Intra-corporate reorganization

1.

The Commission has completed its examination of the above-noted application filed by Shaw Communications Inc. (Shaw) and Corus Entertainment Inc. (Corus). The application seeks authority to effect an intra-corporate reorganization.

2.

The proposed intra-corporate reorganization to be undertaken for estate planning purposes, involves the introduction of several holding companies and partnership arrangements to the ownership structure of both Shaw and Corus. The proposed intra-corporate reorganization is to be effected pursuant to the JR Shaw Family Agreement, dated 18 September 2001.

3.

The Commission notes that, according to that agreement, JR Shaw will continue to control approximately 76% and 80% of Shaw and Corus' voting rights, respectively, through a combination of personal holdings and ownership of the voting shares in the various holding companies of the Shaw family.

4.

The Commission approves the proposed intra-corporate reorganization. The Commission notes the applicants' commitment to file, upon approval of this transaction, an executed copy of the JR Shaw Family Agreement.

5.

The Commission requires the applicants to adhere to this commitment, and its records will be modified to reflect the attached ownership structure only when this requirement is met.

Secretary General

This decision is to be appended to all Shaw Communications Inc. and Corus Entertainment Inc. broadcasting licences. It is available in alternative format, upon request, and may also be examined at the following Internet site: www.crtc.gc.ca
 

Appendix to Decision CRTC 2002-41

 

OWNERSHIP STRUCTURE

 

Corus Entertainment Inc.

Class A Voting Shares

   

Shareholders

Held

% held

Jim Shaw B.C. Holding Ltd.

360,441

19.56

Heather Shaw B.C. Holding Ltd.

360,242

19.55

Julie Shaw B.C. Holding Ltd.

360,841

19.58

Brad Shaw B.C. Holding Ltd.

361,241

19.60

Cathton Holdings Ltd.

171,666

9.32

Shaw, Leslie E. (non-Canadian)

78,333

4.25

Others

64,370

3.49

Gartrel Holdings Ltd.

43,000

2.34

Fowler, Kenneth R.

19,333

1.05

Poole, John Edward

16,666

0.91

Shaw, Carol

2,250

0.12

Heather Shaw and Family

1,332

0.07

Julie Shaw and Family

1,332

0.07

Brad Shaw and Family

1,165

0.06

Jim Shaw and Family

498

0.03


Shaw Communications Inc.

Class A Voting Shares

   

Shareholders

Held

% held

Jim Shaw B.C. Holding Ltd.

2,162,652

18.96

Heather Shaw B.C. Holding Ltd.

2,161,452

18.95

Julie Shaw B.C. Holding Ltd.

2,165,048

18.99

Brad Shaw B.C. Holding Ltd.

2,167,448

19.01

Cathton Holdings Ltd.

1,030,000

9.03

Shaw, Leslie E. (non-Canadian)

500,000

4.38

CDS & Co. (Can.)

328,387

2.88

Gartrel Holdings Ltd.

258,000

2.26

Others

205,181

1.80

Morgan Stanley & Co. Inc.

200,000

1.75

Poole, John Edward

100,000

0.88

Fowler, Kenneth R.

58,000

0.51

Jim Shaw and Family

31,300

0.27

Shaw, Carol

13,500

0.12

Julie Shaw and Family

8,000

0.07

Heather Shaw and Family

8,000

0.07

Brad Shaw and Family

7,000

0.06

Shaw, JR

2

0.005

SCIA Holdings Ltd.

2

0.005


Jim Shaw B.C. Holding Ltd.

Shareholders

Type

Held

% held

Jim Shaw Family Trust *

Common

1,000

0.84

Jim Shaw Holding Partnership *

Preferred

118,873.041

99.16


Heather Shaw B.C. Holding Ltd.

Shareholders

Type

Held

% held

Heather Shaw Family Trust *

Common

1,000

0.84

Heather Shaw Holding Partnership *

Preferred

118,124.498

99.16


Julie Shaw B.C. Holding Ltd.

Shareholders

Type

Held

% held

Julie Shaw Family Trust *

Common

1,000

0.83

Julie Shaw Holding Partnership *

Preferred

118,839.447

99.17


Brad Shaw B.C. Holding Ltd.

Shareholders

Type

Held

% held

Brad Shaw Family Trust *

Common

1,000

0.84

Brad Shaw Holding Partnership *

Preferred

118,850.110

99.16


 

* The family trusts and partnerships were established for the benefit of JR Shaw's four children and are subject to the 2001 JR Shaw Family Agreement, which replaces the 1990 Second Voting Trust Agreement and the 1999 Voting Trust Agreement. All four of the children are Canadian citizens and residents.

Date Modified: 2002-02-19

Date modified: