Broadcasting Decision CRTC 2024-335

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Reference: 2024-172-1

Ottawa, 19 December 2024

Trafalgar Broadcasting Limited
Mississauga and Oakville, Ontario

Public record: 2024-0487-0
Public hearing in the National Capital Region
8 October 2024

Trafalgar Broadcasting Limited – Change in Ownership and Effective Control

Summary

The Commission approves an application by Trafalgar Broadcasting Limited (Trafalgar) to obtain authority to effect a change to its ownership and effective control (share transfer). Trafalgar is the licensee of the commercial ethnic AM radio programming undertaking CJMR Mississauga, Ontario and the English-language commercial radio AM programming undertaking CJYE Oakville, Ontario.

The ownership and effective control of CJMR Mississauga and CJYE Oakville will change from Michael Caine to the executors of the Estate of Michael Caine.

Application

  1. On 16 September 2024, Trafalgar Broadcasting Limited (Trafalgar) filed an application to obtain authority to effect a change in its ownership and control through the transfer of all of the issued and outstanding shares of the company. Trafalgar is the licensee of the commercial ethnic AM radio programming undertaking CJMR Mississauga, Ontario and the English-language commercial AM radio programming undertaking CJYE Oakville, Ontario.
  2. Trafalgar is a wholly owned subsidiary of Whiteoaks Communications Group Limited (Whiteoaks), itself a subsidiary of Caineco Limited (Caineco), which, prior to his passing, was effectively controlled by Michael Caine. The change in ownership and effective control followed the passing of Michael Caine on 22 July 2024, which resulted in the shares of Caineco being transferred to the Estate of Michael Caine.
  3. The Commission received no interventions regarding this application.

Legal framework

  1. The review of ownership transactions is an essential element of the Commission’s regulatory and supervisory mandate under the Broadcasting Act (the Act). According to subsection 11(4) of the Radio Regulations 1986, licensees must obtain the Commission’s approval before any action, agreement, or transaction that changes, directly or indirectly, the effective control of the undertaking.
  2. The Commission's review process ensures that changes in ownership and effective control of broadcasting entities serve the public interest and comply with regulatory objectives, promoting a diverse and competitive broadcasting landscape in Canada.
  3. Furthermore, the Commission must be satisfied that the licensee is both owned and controlled by Canadians as defined in the Direction to the CRTC (Ineligibility of Non-Canadians) (the Direction)Footnote 1, and that the application complies with relevant broadcasting regulatory policies. These include, but are not limited to, Broadcasting Public Notice 2008-4 (Diversity of voices), the Broadcasting Information Bulletin 2010-341, updated in the Revised Commercial Radio Policy (Common Ownership Policy), Broadcasting Regulatory Policy 2014-459 (Tangible Benefits Policy) and the Broadcasting Regulatory Policy 2022-332 (Revised Commercial Radio Policy).

Issues

  1. After examining the record for this application in light of applicable regulations and policies, the Commission addressed the following issues:
    • determination of effective control;
    • ownership and control by Canadians; and
    • the Tangible Benefits Policy.

Determination of effective control

  1. To assess effective control of Trafalgar, the Commission has reviewed the Secondary Will and Testament of Michael Caine (the Will). As a result of the passing of Michael Caine, the Estate of Michael Caine now owns the majority shares of Caineco, which ultimately controls Trafalgar. Michael Caine appointed Randal Adamkowski and Ross Melvin Anderson to act as executors and trustees of the Will.
  2. Due to the discretion granted to the executors of the Estate in the Will, the Commission finds that effective control of Trafalgar is now ultimately exercised by the executors of the Estate of Michael Caine.

Canadian ownership and control

  1. The Direction provides that a broadcasting licence cannot be held by a licensee that does not qualify as a “Canadian” under the Direction.
  2. Trafalgar is incorporated in Ontario. Its sole director and chief executive officer, Matthew Caine, is Canadian. It is ultimately owned by the Estate of Michael Caine, and it is effectively controlled by the executors, Randal Adamkowski and Ross Melvin Anderson, who are both Canadians. Finally, the beneficiaries of the Estate are also Canadians.
  3. In light of the above, the Commission is satisfied that following approval of the present application, Trafalgar would continue to be owned and effectively controlled by Canadians and will continue to satisfy the eligibility criteria set out in the Direction.

Tangible Benefits

  1. The Commission notes it is its long-standing practice to not require tangible benefits when effective control is transferred between family members, whether it be during their lifetime or as part of an estate.
  2. In this case, Michael Caine’s ownership and effective control of Trafalgar have been transferred to his Estate.
  3. In light of the above, the Commission therefore finds that that no tangible benefits are required to be paid as a result of the change in ownership and effective control.

Conclusion

  1. In light of all of the above, the Commission approves the application by Trafalgar Broadcasting Limited, the licensee of CJMR Mississauga and CJYE Oakville, for authority to effect a change to its ownership and effective control.

Secretary General

Related documents

This decision is to be appended to each licence.

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