ARCHIVED -  Decision CRTC 90-1167

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Ottawa, 28 December 1990
Decision CRTC 90-1167
Saskatoon Telecable Ltd.
Allan, Big River, Bruno, Cudworth, Dalmeny, Delisle, Prince Albert, Saskatoon and Spiritwood, Saskatchewan - 901152900 - 901153700 - 901154500 - 901155200 - 901156000 - 901157800 - 901158600 - 901159400 - 901160200
Following a Public Hearing in Edmonton beginning on 21 November 1990, the Commission approves the applications for authority to transfer effective control of Saskatoon Telecable Ltd. (STL), licensee of the broadcasting receiving undertakings serving the communities noted above, through the transfer of all issued and outstanding voting shares from Clint C. Forster (70%), Carole Forster (15%) and the Clint Forster Family Trust (15%), and all Class B and C preferred non-voting shares (once those shares not already owned by Clint Forster are acquired from the existing shareholders) to Shaw Cablesystems Ltd. (Shaw).
STL is currently the 99% shareholder of Western World Communications Ltd. (Western World). Western World is the licensee of CJWW Saskatoon and CKST Langley, and owns 100% of Balsa Broadcasting Corp., licensee of CHMG St. Albert. Under the applications approved herein, and prior to the transfer of control of STL to Shaw, the shares of Western World now held by STL will be transferred to a new holding company. This new holding company will be owned in the same manner that STL is currently owned, that is to say, 70% by Clint C. Forster, 15 % by Carole Forster and 15% by the Clint Forster Family Trust. Thus, effective control of the three radio stations named above remains unaltered.
Shaw is a public company controlled by members of the Shaw family of Edmonton, Alberta and Woodridge, Ontario who, collectively, own 60.52% of the total issued voting shares. Through a number of wholly-owned subsidiaries, Shaw operates five radio stations in Alberta and one radio station in Ontario. Shaw is also the country's fourth largest cable operator by revenues, with undertakings in Nova Scotia, Ontario, Alberta and British Columbia.
As stated in a number of decisions relating to applications for authority to transfer ownership or effective control of broadcasting undertakings, and because the Commission does not solicit such applications and because there is, thus, only one proposal presented to the Commission, the onus is on the applicant to demonstrate to the Commission that the application filed is the best possible proposal under the circumstances, taking into account the Commission's general concerns with respect to transactions of this nature. The purchase price for the shares is $68,600,000. Based on the evidence filed with the applications, the Commission has no concerns with respect to the availability or the adequacy of the required financing.
The Commission has assessed the benefits package identified by the applicant as flowing from this transaction and, in general, is satisfied that it is significant and unequivocal, commensurate with the size and nature of the transaction, and that it takes into account the responsibilities to be assumed by the purchaser, the characteristics and viability of the cable television undertakings concerned, and the scale of the programming, management, financial and technical resources available to Shaw. Moreover, the Commission considers that approval of these applications is in the public interest.
According to Shaw, the intangible benefits to result from these applications include in-house training programs for employees, support for community programming through staff assistance and technical maintenance as well as an instructional training manual for volunteers. Among the proposed tangible benefits, the Commission noted, in particular, Shaw's commitment of $5,603,000 for plant upgrades to both the Saskatoon and Prince Albert systems which included a new head end and apartment rewiring for the Saskatoon undertaking.
The Commission expects Shaw to ensure that the $6,895,500 in proposed expenditures included in the benefits package are made in accordance with the schedule outlined in the applications. In approving these applications, the Commission has also considered Shaw's statement that the cost of this transaction will not be passed on to subscribers at Allan, Big River, Bruno, Cudworth, Dalmeny, Delisle and Spiritwood. Further, with regard to subscribers at Prince Albert and Saskatoon, Shaw has assured the Commission that any capital expenditures incurred with respect to the proposed benefit package would not be recovered through future rate increases pursuant to subsections 18(6) and 18(8) of the Cable Television Regulations, 1986. The Commission reiterates its long-standing policy that subscribers should not be required to pay higher fees merely because the ownership or control of a cable television system has changed hands and, as such, the Commission views Shaw's assurances in this regard as being particularly important.
Allan J. Darling
Secretary General

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