Vol. 133, No. 51 — December 18, 1999

COMMISSIONS

CANADIAN INTERNATIONAL TRADE TRIBUNAL

DETERMINATION

Construction Services

Notice is hereby given that, after completing its inquiry, the Canadian International Trade Tribunal (the Tribunal) made a determination on (File No. PR-99-016) November 5, 1999, with respect to a complaint filed by Métro Excavation inc. and Entreprise Marissa inc. (the complainants), of Beauport (Quebec), under subsection 30.11(1) of the Canadian International Trade Tribunal Act, R.S.C., 1985, c. 47 (4th Supp.), as amended by the North American Free Trade Agreement Implementation Act, S.C., 1993, c. 44, concerning Solicitation No. EE517-9-0001/A of the Department of Public Works and Government Services (the Department). The solicitation was for maintenance dredging services on the North Traverse, in the Montmorency (Quebec) riding.

The complainants alleged that the Department had improperly declared their proposal non-compliant.

Having examined the evidence presented by the parties and considered the provisions of the Agreement on Internal Trade, the Tribunal determined that the complaint was not valid.

Further information may be obtained from: The Secretary, Canadian International Trade Tribunal, Standard Life Centre, 15th Floor, 333 Laurier Avenue W, Ottawa, Ontario K1A 0G7, (613) 993-3595 (Telephone), (613) 990-2439 (Facsimile).

Ottawa, December 9, 1999

MICHEL P. GRANGER
Secretary

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CANADIAN INTERNATIONAL TRADE TRIBUNAL

Perlon Monofilaments

Notice is hereby given that, on December 8, 1999, the Canadian International Trade Tribunal submitted to the Minister of Finance, pursuant to section 19 of the Canadian International Trade Tribunal Act, a report, with a recommendation, with respect to a request for tariff relief filed by Albany International Canada Inc. regarding Perlon monofilaments (Request No. TR-99-002).

December 8, 1999

By Order of the Tribunal

MICHEL P. GRANGER
Secretary

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CANADIAN RADIO-TELEVISION AND TELECOMMUNICATIONS COMMISSION

NOTICE TO INTERESTED PARTIES

The following notices are abridged versions of the Commission's original notices bearing the same number. The original notices contain a more detailed outline of the applications, including additional locations and addresses where the complete files may be examined. The relevant material, including the notices and applications, is available for viewing during normal business hours at the following offices of the Commission:

— Central Building, Les Terrasses de la Chaudière, 1 Promenade du Portage, Ground Floor, Hull, Quebec K1A 0N2, (819) 997-2429 (Telephone), 994-0423 (TDD), (819) 994-0218 (Facsimile);

— Bank of Commerce Building, Suite 1007, 1809 Barrington Street, Halifax, Nova Scotia B3J 3K8, (902) 426-7997 (Telephone), 426-6997 (TDD), (902) 426-2721 (Facsimile);

— Place Montréal Trust, 1800 McGill College Avenue, Suite 1920, Montréal, Quebec H3A 3J6, (514) 283-6607 (Telephone), 283-8316 (TDD), (514) 283-3689 (Facsimile);

— The Kensington Building, Suite 1810, 275 Portage Avenue, Winnipeg, Manitoba R3B 2B3, (204) 983-6306 (Telephone), 983-8274 (TDD), (204) 983-6317 (Facsimile);

— 530-580 Hornby Street, Vancouver, British Columbia V6C 3B6, (604) 666-2111 (Telephone), 666-0778 (TDD), (604) 666-8322 (Facsimile);

— C.R.T.C. Documentation Centre, 55 St. Clair Avenue E, Suite 624, Toronto, Ontario, (416) 952-9096 (Telephone), (416) 954-6343 (Facsimile);

— C.R.T.C. Documentation Centre, Cornwall Professional Building, Room 103, 2125 11th Avenue, Regina, Saskatchewan S4P 3X3, (306) 780-3422 (Telephone), (306) 780-3319 (Facsimile).

Interventions must be filed with the Secretary General, Canadian Radio-television and Telecommunications Commission, Ottawa, Ontario K1A 0N2, together with proof that a true copy of the intervention has been served upon the applicant, on or before the deadline given in the notice.

Secretary General

CANADIAN RADIO-TELEVISION AND TELECOMMUNICATIONS COMMISSION

DECISION

The complete texts of the decisions summarized below are available from the offices of the CRTC.

99-525 December 7, 1999

Affinity Radio Group
London, Ontario

Approved — Renewal of the broadcasting licence for CKSL London, from March 1, 2000, to August 31, 2003.

99-526 December 7, 1999

WIC Radio Ltd.
New Westminster, British Columbia

Approved — Renewal of the broadcasting licence for CKNW New Westminster, from January 1, 2000, to August 31, 2003.

99-527 December 7, 1999

Eabametoong Cable TV Inc.
Eabametoong (Fort Hope), Ontario

Approved — Renewal of the Class 3 licence for the cable distribution undertaking serving Eabametoong, from March 1, 2000, to August 31, 2006.

99-528 December 7, 1999

Mocreebec Development Corp. Ltd.
Moosonee, Ontario

Approved — Renewal of the Class 3 licence for the cable distribution undertaking serving Moosonee, from March 1, 2000, to August 31, 2006.

99-529 December 7, 1999

Wawatay Native Communications Society
Sioux Lookout, Ontario

Approved — Renewal of the broadcasting licence for the English- and Native-language radio network broadcasting programming of interest to native groups in northern Ontario, from March 1, 2000, to August 31, 2006.

99-530 December 7, 1999

Wawatay Native Communications Society
Sioux Lookout, Ontario

Approved — Renewal of the broadcasting licence for the Native-language television network broadcasting, via satellite, programming of interest to native groups in northern Ontario, from March 1, 2000, to August 31, 2006.

99-531 December 8, 1999

Metromedia CMR Broadcasting Inc.
Montréal, Quebec

Approved — Renewal of the broadcasting licence for CIQC Montréal and its shortwave transmitter CFCX, from January 1, 2000, to August 31, 2003.

99-532 December 8, 1999

Radio Ville-Marie
Montréal, Quebec

Approved — Renewal of the broadcasting licence for the French-language predominantly religious radio programming undertaking CIRA-FM Montréal, from January 1, 2000, to August 31, 2003.

Denied — Request to decrease the minimum percentage of category 3 Canadian music selections.

99-533 December 8, 1999

Radiomutuel inc.
Montréal, Quebec

Approved — Renewal of the the broadcasting licence for CKMF-FM Montréal, from January 1, 2000, to August 31, 2006.

Denied — Request to be relieved from the requirement that it make an annual contribution to MusicAction of $27,000 towards Canadian talent development initiatives.

99-534 December 8, 1999

176100 Canada inc.
Plessisville, Quebec

Approved — Renewal of the broadcasting licence for CKYQ-FM Plessisville, from January 1, 2000, to August 31, 2003.

99-535 December 8, 1999

Radiomédia inc.
Québec, Quebec

Approved — Renewal of the broadcasting licence for CHRC Québec, from January 1, 2000, to August 31, 2003.

99-536 December 8, 1999

Radiomutuel inc.
Trois-Rivières, Quebec

Approved — Renewal of the broadcasting licence for CIGB-FM Trois-Rivières, from January 1, 2000, to August 31, 2006.

Approved — Request to delete the condition of licence prohibiting it from soliciting commercial advertising in the area served by Réseau des Appalaches, specifically Thetford Mines, Victoriaville, Plessisville, Lac-Mégantic, Asbestos and Disraeli.

Denied — Request to be relieved from the requirement that it make an annual contribution to MusicAction of $3,000 towards Canadian talent development initiatives.

99-537 December 8, 1999

Radio Express inc.
Valleyfield, Quebec

Approved — Renewal of the broadcasting licence for CKOD-FM Valleyfield, from January 1, 2000, to August 31, 2003.

Denied —Request to contribute only $200 to Canadian talent development.

99-538 December 8, 1999

CJRT-FM Inc.
Toronto, Ontario

Renewed — Broadcasting licence for the radio programming undertaking CJRT-FM Toronto, from January 1, 2000, to March 31, 2000.

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CANADIAN RADIO-TELEVISION AND TELECOMMUNICATIONS COMMISSION

PUBLIC NOTICE 1999-194

Atlantic and Quebec Region

1. Alma, Quebec
Radio CKYK-FM inc.

To amend the broadcasting licence of the radio programming undertaking CKYK-FM Alma, by changing the frequency from 95.5 MHz (channel 238B) to 95.7 MHz (channel 239C1) and by increasing the effective radiated power from 50 000 to 100 000 watts.

The licensee also proposes to relocate the transmitter to a new site near Larouche, a distance of approximately 43 kilometres east of the current site. The Commission notes that as a result of these changes, the station's contour will expand to Jonquière and Chicoutimi.

The licensee also indicated that the purpose of these changes is to improve signal quality in the City of Alma.

The licensee also states that the proposed changes will not have any impact on the programming of station CKYK-FM Alma.

Deadline for intervention: January 13, 2000

December 9, 1999

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CANADIAN RADIO-TELEVISION AND TELECOMMUNICATIONS COMMISSION

PUBLIC NOTICE 1999-195

Western Canada and Territories Region

1. Dawson Creek, British Columbia
OKS Broadcasting Corporation, a wholly-owned subsidiary of Okanagan Skeena Group Limited

To amend the broadcasting licence for CHRX-FM Fort St. John, British Columbia.

The licensee proposes to add a transmitter at Dawson Creek operating on frequency 95.1 MHz (channel 236B) with an effective radiated power of 1 800 watts.

2. Port Alberni, British Columbia
Cameron Bell Consultancy Ltd.

To renew and to amend the broadcasting licence for CHPA-FM Port Alberni which operates as a tourist information service, expiring on February 29, 2000, as follows:

(a) by deleting the condition of licence requiring that the service broadcast no advertising material; and

(b) by adding a condition of licence requiring that the combined total of commercial announcements and sponsorship identification broadcast by the undertaking not exceed six minutes per clock hour.

Deadline for intervention: January 13, 2000

December 9, 1999

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CANADIAN RADIO-TELEVISION AND TELECOMMUNICATIONS COMMISSION

PUBLIC NOTICE 1999-196

Policy Regarding Use of Trust Arrangements

Summary

This document sets out the Commission's policy with respect to trust arrangements. Such arrangements, which require the prior approval of the Commission, are generally used when parties acquire shares of publicly traded companies in advance of seeking the Commission's approval to finalize the transactions.

In this notice, the Commission sets out a number of guidelines for licensees seeking to use trust arrangements. It expects that these guidelines will assist licensees in developing trust arrangements and in preparing applications to use them. This should, in turn, allow the Commission to deal with such applications in a timely manner.

Introduction

1. The Commission issued Public Notice 1999-60, "Call for comments on the use of trust arrangements" on April 13, 1999. The notice asked parties to identify the circumstances under which trust arrangements, rather than conditional purchase and sale agreements, would be acceptable, and whether there are particular criteria that applicants should meet in order to obtain prior approval of such arrangements.

2. Pursuant to the Broadcasting Act and its regulations, a licensee must obtain the Commission's prior approval of transfers of ownership or control of broadcasting undertakings.

3. Trust arrangements have been used, on a case-by-case basis, generally when parties are acquiring shares of publicly-traded companies, in advance of seeking the Commission's approval to effect the transactions. Such arrangements are necessary to ensure compliance with applicable securities law requirements while still maintaining the integrity of the Commission's regulatory process. However, in recent cases, the Commission has been asked to approve trust arrangements after a transfer of ownership requiring prior Commission approval has been effected, and for transfers that did not involve publicly-traded companies.

4. Trust arrangements permit beneficial ownership of shares to vest clearly with the purchaser, while ensuring that voting rights associated with the shares (and hence control) are exercised by an independent, arm's length trustee, pending the Commission's consideration of the proposed change of ownership or control. The trustee has the obligation to continue the broadcasting undertakings in question in the ordinary course of business pending the Commission's determination. Under the provisions of the trust arrangement, if the Commission denies the application, or requires some form of divestiture, the trustee agrees to sell the shares to an independent third party.

Comments

5. The Commission received comments from Shaw Communications Inc., Rogers Communication Inc., Global Television Network, Alliance Atlantis and Fundy Communications.

6. Several parties would prefer that the Commission continue its practice of reviewing proposed trust arrangements on a case-by-case basis, rather than setting particular criteria to be met for their approval. They also submitted that trust arrangements should be permitted in some situations other than these involving public take-over bids. As an example, they pointed to tax-driven reorganizations which sometimes require that beneficial ownership of broadcasting assets be transferred to realize tax advantages. The use of trust arrangements would permit such transfers, while conditional purchase and sale agreements would not.

7. One party suggested that beyond transactions involving the shares of a publiclytraded company, trust arrangements should only be implemented in very exceptional circumstances, as parties should be able to delay the closing until the Commission's prior approval has been granted.

8. Several parties emphasized that prior Commission approval of any trust arrangements should also be a requirement. Further, it was suggested that discussions with the Commission regarding the possible use of trust arrangements should begin as early as possible, preferably at the same time as the execution of a term sheet or a letter of intent. (A term sheet is a memorandum of understanding outlining the broad guidelines under which an agreement has been reached and under which the legal document will be drawn up.) This would allow the matter to be resolved well in advance of the execution of any definitive agreements in respect of the transfer of ownership or control.

9. The parties also noted that, given the pace of change in the communications sector, it is important that the Commission's procedures for dealing with ownership transfers, including trust arrangements, remain flexible and timely.

Commission's policy regarding trust arrangements

10. In light of the importance of the prior approval regime, purchase and sale agreements conditional on the Commission's prior approval of the transfer of ownership or control will be required in every case involving transfers of ownership or control of broadcasting undertakings, except where the vendor can clearly demonstrate to the Commission that trust arrangements are necessary to satisfy the requirements of securities legislation.

11. While the Commission agrees that it would not be appropriate to set detailed and rigid criteria governing the approval of trust arrangements, it is of the view that the general guidelines set out below should be observed by licensees seeking to use trust arrangements. The Commission remains committed to processing applications for approval of transfers of ownership or control and applications for approval of trust arrangements in a timely manner. Adherence by licensees to the general guidelines set out below will assist in this regard.

12. The Commission reminds licensees of the regulatory requirement that the Commission's prior approval be obtained for transfers of ownership or control of broadcasting undertakings. The Commission emphasizes that, as it does not solicit competing applications for transfers of ownership or control, the onus is on the licensee to demonstrate that the application is the best possible proposal under the circumstances. Accordingly, prospective vendors have the responsibility to consider the appropriateness of the prospective buyer in light of regulatory concerns. Such concerns include, for example, financial viability, concentration of ownership (vertical and horizontal integration), foreign ownership and benefits. These considerations may not take on the same importance for the vendor when a sale can be finalized and the assets or shares placed in trust before Commission approval.

13. In addition, licensees seeking approval for trust arrangements should observe the following guidelines:

14. The approval of a trust arrangement by the Commission is not to be interpreted in any way as an indication that the Commission is predisposed to approve the application for a change of control or ownership. If the application for a change of control or ownership is not approved, the trustee will be required to dispose of the interests in a manner consistent with the requirements of the Commission.

15. The Commission notes that this policy is prospective in nature, and accordingly, does not affect existing trust arrangements or applications for trust arrangements currently before the Commission.

December 10, 1999

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