ARCHIVED - Broadcasting Decision CRTC 2002-182

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Broadcasting Decision CRTC 2002-182

Ottawa, 8 July 2002

1395053 Ontario Limited (The Single's Channel)
Ottawa (Ontario)

Application No. 2002-0148-4

Transfer of effective control

1.

The Commission has received an application by 1395053 Ontario Limited (1395053 Ontario) to effect a transfer of effective control of its company.

2.

In The Single's Channel, Decision CRTC 2000-471, 24 November 2000, the Commission approved the application by 1395053 Ontario for a licence to operate a category 2 specialty service. The undertaking has not yet commenced operations and the transfer of the broadcasting undertaking would, therefore, occur prior to the issuance of the licence for this undertaking.

3.

The applicant proposed to transfer all the issued and outstanding common shares of 1395053 Ontario, which are currently held by Bernard A. Martin, to Passion Media Inc. (Passion Media). The control of Passion Media resides with its Board of Directors. As part of the proposed change of control, Mr. Martin would become a shareholder of Passion Media and would hold a total of 375,000 common shares representing a 7.28% voting interest.

4.

In its application, 1395053 Ontario stated that the purchase price of the shares is nominal. It also stated that the transfer would allow for a restructuring of both corporate entities involved in the transaction, thereby enabling the successful launch of The Single's Channel.

5.

Based on the particular circumstances underlying this application, and the arguments provided by 1395053 Ontario, the Commission approves the application to transfer effective control of the company to Passion Media.

6.

The Commission reminds the licensee that it has not yet fulfilled all requirements with respect to the issuance of its licence, as set out in the Ownership and launch requirements for Category 1 and Category 2 specialty services, Public Notice CRTC 2001-98, 30 August 2001.

7.

Accordingly,the Commission will only issue a licence for this undertaking once it has received documentation confirming that the licensee has entered into a distribution agreement with at least one licensed distributor, and once the licensee has informed the Commission in writing that it is prepared to commence operations

8.

The undertaking must be operational no later than 24 November 2003, unless a request for an extension of time is approved by the Commission before this date. In order to ensure that any such request is processed in a timely manner, it should be submitted no later than 29 September 2003.

9.

The Commission will modify its ownership records to reflect the attached appendix.

Secretary General

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

 

Appendix to CRTC Decision 2002-182

 

(Ownership Structures pursuant to decision)

 

1395053 Ontario Limited

Name

Type

# held

% vote

Passion Media Inc.

Common

1

100


 

Passion Media Inc.

Name

Type

# held

% vote

Martin Doane

Common

956,250

18.57

Charles Shaw

Common

955,000

18.54

William Cooke

Common

942,500

18.30

Bradley Ross Chin-Yee

Common

885,000

17.19

Bernard Martin

Common

375,000

7.28

Others (19)1

Common

1,036,163

20.12

Gordon Haines

Non-Voting

455,000

--

Bradley Ross Chin-Yee

Non-Voting

70,000

--

William Cooke

Non-Voting

53,250

--

Martin Doane

Non-Voting

30,000

--

Sue McGarvie

Non-Voting

20,000

--

_________________________________________________

1 Shareholders with 5% or less holdings and voting interest, all of whom are Canadians ordinarily residing in Canada.


Date Modified: 2002-07-09

Date modified: