ARCHIVED - Commission Letter to TQS

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Letter

Ottawa, 27 August 2008

Fax:
514-871-8977 (Jean Legault)
514-390-6160 (Bernard Guérin)

E-mail:
jlegault@lavery.qc.ca
bguerin@tqs.ca

Jean Legault
Lavery, De Billy Barristers and Solicitors
Suite 4000
1 Place Ville Marie
Montreal , Quebec  
H3M 4M4

Bernard Guérin
TQS inc.
Suite 100
612 Saint-Jacques Street
Montreal , Quebec  
H3C 5R1

Subject:

Change in ownership - TQS inc.
Application 2008-1135-8 - Approved

Dear Sirs:

The Commission has considered the above application pursuant to subparagraph 14(4)(b)(iv) of the Television Broadcasting Regulations, 1987 , for authorization to change the ownership of 3947424 Canada inc., the parent corporation of TQS inc.

This is further to Broadcasting Decision CRTC 2008-129 (the Decision), in which the Commission approved an application to change the effective control of TQS inc. (TQS), licensee of the television programming undertakings CFJP-TV Montréal, CFJP-DT Montréal, CFAP-TV Québec, CFKM-TV Trois-Rivières, CFKS-TV Sherbrooke and CFRS-TV Saguenay, and of the TQS network, through the transfer of all of the issued and outstanding shares of 3947424 Canada inc., the parent corporation of TQS, currently held by Cogeco Radio-Télévision inc. (60%) and CTV Television inc. (40%), to Remstar Broadcasting Inc., a corporation owned and controlled by Julien and Maxime Rémillard.

The proposed multi-step transaction indirectly changes the ownership structure of TQS inc. as approved in the Decision. The first step in the change will be made one day before the completion of the transaction, through the creation of a new category of multiple-vote preferred shares of its capital.

The second step will consist of changing the statute of certain non-regulated subsidiaries of TQS inc. to allow for an internal reorganization of the TQS group, without affecting 3947424 Canada inc. or its share ownership.

Finally, on the day that the transaction is completed, Julien Trust (50%) and SeismikMax Trust (50%) will acquire all of the issued and outstanding shares (common shares) of 3947424 Canada inc., the parent corporation of TQS, currently held by Cogeco Radio-Télévision inc. (60%) and CTV Television inc. (40%).

At the same time, Remstar Broadcasting Inc. will subscribe for 465,514 multiple-vote preferred shares (100 votes by share), giving Remstar Broadcasting Inc. an 82% voting interest in 3947424 Canada inc.

The Commission notes that the transaction does not change the effective control of TQS inc., which will continue to be exercised jointly by Julien and Maxime Rémillard.

The Commission approves the application to change the ownership of 3947424 Canada inc., the parent corporation of TQS inc.

The Commission expects to receive a signed and executed copy of all documents and documentary evidence in support of the changes set out in your application within 10 days of this decision.

All letters of approval issued by the Commission are made available for public examination at the Commission's Head Office and regional offices. This letter is to be appended to the various broadcasting licences of TQS inc.

Sincerely,

Original signed by Allan Rosenzveig for

Robert A. Morin
Secretary General

Date Modified: 2009-09-03

Date modified: