Canadian Radio-television and Telecommunications Commission | Conseil de la radiodiffusion et des télécommunications canadiennes
 

Symbol of the Government of Canada
 

Application for Authority to Effect a Change
in Ownership or Control of a Licensed
Broadcasting Undertaking
(Shares or Assets)

GENERAL INSTRUCTIONS


 
1.
 		 FILING
 
 
 		 •
 		 File electronically via Epass by attaching the application to the Cover Page, which is available on our web site under "File, Register and Epass". Epass allows secure transmissions to the Commission and also authenticates your identity. A signature is not required when using Epass. For more information, see Broadcasting Circular CRTC 2005-466, Electronic filing of applications.
 
 
 		 •
 		 When filing your application, please ensure that the file name of the documents attached to your application form reflects the ascending order in which they should appear on the public file and that each file name include a brief description of the document content. For example, "Doc1-brief description of document"; "Doc2-brief description of document", and so forth. This will ensure that the application and all related documents are presented in the correct order once they are made available for public viewing.
 
 
 		 •
 		 Applicants who are unable to file their application using Epass should contact the Commission’s Specialist, External Liaison, at (819) 953-4405, for information on alternate filing options.
 
2.
 		 INSTRUCTIONS
 
 
 		 •
 		 The following questionnaire is in HTML format and may be downloaded to the word processing software of your choice.  This enables you to complete the downloaded questionnaire by inserting your response in bold letters immediately following the question.  You may add lines to the tables if necessary but do not alter or delete any text from the questionnaire.
 
 
 		 •
 		 You must file the Application Brief, which includes the questions and responses, and the Book of Supporting Documents, identified as Appendices in the questionnaire.
 
 
 		 •
 		 The Application Brief, filed electronically or otherwise, must be divided into sections, and include the numbered questions, as set out in the questionnaire, each followed by the corresponding response.
 

 		 •
 		 If you wish to enhance or clarify your application, such information should be filed as a Supplementary Brief identified as APPENDIX 1A in the Book of Supporting Documents.
 
3.
 		 PUBLIC EXAMINATION FILE
 

 		 •
 		 Copies of the Commission's letters requesting further information and copies of your replies form part of the application and must be available for examination by the public.
 
4.
 		 CONFIDENTIALITY REQUESTS
 

 		 •
 		 Portions of the application may be treated as confidential, at your request, pursuant to section 20 of the CRTC Rules of Procedure.
 

 		 •
 		 The onus is on the applicant/licensee to request confidentiality for the information or material and to clearly demonstrate that the public interest will best be served by treating the information as confidential.  For further information, refer to Circular No. 429 dated 19 August 1998.
 

 		 •
 		 Applicants must ensure that documents that they request be treated as confidential are submitted in a separate electronic file and must incorporate confidential in the name of the file. It is incumbent upon applicants to clearly identify the confidential documents by indicating confidential on each page and, in such cases, to file an abridged version of the document.
 

For Commission's use

Application number

Canadian Radio-television and Telecommunications Commission

Application for Authority to Effect a Change
in Ownership or Control of a Licensed
Broadcasting Undertaking
(Shares or Assets)

1.  GENERAL INFORMATION


 
LOCATION OF UNDERTAKING:  __________________________________________
(for various locations, elaborate under section 4)
 
TYPE OF TRANSACTION: 
 		 SHARES (  )
 		 ASSETS (  )
 
TYPE OF UNDERTAKING (such as AM, FM, TV, Distribution, VOD, etc.):  __________________
 
1.1
 		 LICENSEE SUBJECT TO THE TRANSACTION

NAME:
ADDRESS:
FAX:
E-MAIL:

CONTACT PERSON REPRESENTING THE LICENSEE
(if there is no appointed agent under question 1.3)

NAME:
TITLE:
TELEPHONE:

Please indicate the E-Mail address and FAX number that should be specified in a Public Notice.

FAX:
E-MAIL:
 
1.2
 		 PURCHASER ACQUIRING SHARES / ASSETS
 

 		 Individual (  )  
 		 Company to be incorporated (  )
 

 		 Company (  )  
 		 Other (  ) Specify:  ____________________
 

 		 NAME:
ADDRESS:
FAX:
E-MAIL:
 
 
1.3
 		 APPOINTMENT OF AGENT

I, _________________________, the licensee, hereby appoint _____________________ as my agent for and on my behalf and in my name to sign, file and complete (if necessary) an application with the Canadian Radio-television and Telecommunications Commission and to sign and file a reply with respect thereto and I do hereby ratify, confirm, and adopt as my own act, such application and all replies made thereto.

Date:
At:
Signature:
ADDRESS OF AGENT:
TITLE:
TELEPHONE:
FAX:
E-MAIL:
 
1.4
 		 DECLARATION OF THE LICENSEE OR ITS APPOINTED AGENT 
 

 		 I, ___________________________________ SOLEMNLY DECLARE THAT:
 

 		 a)
 		 I am the ___________________________ (representative/appointed agent) of the licensee named in this Application Brief and as such have knowledge of all matters declared therein.
 

 		 b)
 		 The statements made in this application, or any document filed pursuant to any request for further information by the Commission, are (will be) to the best of my knowledge and belief true in all respects.
 

 		 c)
 		 The opinions and estimates given in this application, or any document filed pursuant to any request for further information by the Commission, are (will be) based on facts as known to me.
 

 		 d)
 		 I have examined the provisions of the Broadcasting Act and the broadcasting regulations relevant to this application.
 

 		 AND I HAVE SIGNED

Signature:

Date:

WITNESSED BY

Signature:

Name (Printed):

Date:

At:
 
1.5
 		 EXAMINATION BY THE PUBLIC

Indicate a location, within the area to be served, where the application may be examined by the general public.  If several transmitters or service areas form part of your application, indicate a location within each area to be served.

ADDRESS(ES):
 
1.6
 		 SAME TERMS AND CONDITIONS

Should the application be approved, the undertaking(s) affected by the transaction will be operated under the same terms and conditions as the current licence(s).  (A separate Application Brief must be submitted if amendments to the existing undertaking(s) is (are) proposed.)

Date:
At:
Signature of Licensee or its appointed agent:
 

2.  OWNERSHIP


 

 		 Definitions:

(1) NAME/SHAREHOLDER:  If any of these persons hold public office, by election or appointment, indicate the office held under the name of the person(s).
(2) CITIZENSHIP:  Specify Canadian or Non-Canadian.  A CANADIAN citizen, ordinarily resident in Canada, is as defined in the Direction to the CRTC (Ineligibility of Non-Canadians) P.C. 1997-486 as amended by P.C. 1998-1268.
(3) DIRECTORS:  Defined in the Direction to the CRTC (Ineligibility of Non-Canadians) P.C. 1997-486 as amended by P.C. 1998-1268.
(4) OFFICERS:  Those persons designated as Chairman, President, Chief Executive Officer, Vice-President, General Manager, Secretary, Assistant-Secretary, Comptroller, Treasurer, Assistant-Treasurer or any others under similar titles.
(5) CANADIAN:  If a corporation, CANADIAN means a "qualified corporation" as defined in the Direction to the CRTC (Ineligibility of Non-Canadians) P.C. 1997-486 as amended by P.C. 1998-1268.)
 
2.1  
 		 Complete the following table relating to the proposed members of the Board of Directors, including the Chief Executive Officer, of the licensee following the transaction.
 
 State name of the licensee/company to which the following table pertains:

DIRECTORS AND OFFICERS

NAME(1)

COMPLETE HOME
ADDRESS

CITIZENSHIP(2)

DIRECTORS(3):
DATE OF
APPOINTMENT

OFFICERS(4):
POSITION HELD
 
         

2.2
 
a)
 
Complete the following table relating to the shareholders holding 10% or more of the voting shares and/or votes (participating and common shares) of the licensee following the transaction.
 
 State name of the licensee/company to which the following table pertains:

CAPITAL STRUCTURE AND SHAREHOLDERS

Shares/
Units

Votes

Authorized

Issued

Name of Shareholders(1)
(company:  provide jurisdiction)
(individual:  provide complete home address)

No. Held

% of
Votes

Canadian(2)(5)
(X)
             

 
b)
 
Provide a list of the ownership of the remaining voting shares and/or votes (participating and common shares) not accounted for in a), by class of shares, identifying whether the shares are owned and controlled by Canadians or non-Canadians, if applicable.
 

Class of
Shares

Shareholders

Total Number of
Voting Shares

Total Number of
Votes

Canadian(2)(5)
(X)
         
         
         

2.3
 
a)
 
Complete the following table relating to each corporation or other legal entity holding, directly or indirectly, 20% or more of the voting shares and/or votes (participating and common shares) of the licensee following the transaction.  Provide the respective Chief Executive Officer(s), if any.
 
 State name of the licensee/company to which the following table pertains:

DIRECTORS AND OFFICERS

NAME(1)

COMPLETE HOME
ADDRESS

CITIZENSHIP(2)
 

DIRECTORS(3):
DATE OF
APPOINTMENT

OFFICERS(4):
POSITION HELD
         

 
b)
 
Complete the following table relating to the shareholders holding 20% or more of the voting shares and/or votes (participating and common shares) of the licensee following the transaction.
 
 State name of the licensee/company to which the following table pertains:

CAPITAL STRUCTURE AND SHAREHOLDERS

Shares/
Units

Votes

Authorized

Issued

Name of Shareholders(1)
(company:  provide jurisdiction)
(individual:  provide complete home address)

No. Held

% of
Votes

Canadian(2)(5)
(X)
             

2.4
 
a)
 
Complete the following table relating to each corporation or other legal entity that would, directly or indirectly, control the licensee following the transaction.
 
 State name of the licensee/company to which the following table pertains:

DIRECTORS AND OFFICERS

NAME(1)

COMPLETE HOME
ADDRESS

CITIZENSHIP(2)

DIRECTORS(3):
DATE OF
APPOINTMENT

OFFICERS(4):
POSITION HELD
         

 
b)
 
Complete the following table relating to the shareholders holding 20% or more of the voting shares and/or votes (participating and common shares) of each corporation or other legal entity that would, directly or indirectly, control the licensee following the transaction.
 
 State name of the licensee/company to which the following table pertains:

CAPITAL STRUCTURE AND SHAREHOLDERS

Shares/
Units

Votes

Authorized

Issued

Name of Shareholders(1)
(company:  provide jurisdiction)
(individual:  provide complete home address)

No. Held

% of
Votes

Canadian(2)(5)
(X)
 
               

 
c)
 
Provide a list of the ownership of the remaining voting shares and/or votes (participating and common shares) not accounted for in b), by class of shares, identifying whether the shares are owned and controlled by Canadians or non-Canadians, if applicable.
 

Class of
Shares

Shareholders

Total Number of
Voting Shares

Total Number of
Votes

Canadian(2)(5)
(X)
         
         
         

2.5
 
Specify the funds available to finance the proposed transaction:
 

 
 

Equity:

Debt:

Total:
 
2.6
 		 a)
 		 Specify the individual sources of financing for the funds identified in question 2.5 (for example, Bank loans, share capital, other loans).  If any of these persons hold public office, by election or appointment, indicate the office held under the name of the person(s).
 

SOURCE

$
   
   
   

 
b)
 
Where financing is to be provided, in whole or in part, through debt securities, provide the list of proposed debt holders, including names, citizenship or jurisdiction of incorporation (or other form of constitution), designation and description of debt securities held, and the principal amount of each one.
 
SUPPORTING DOCUMENTS TO BE APPENDED:
 
APPENDIX 2A
 		 A copy of all constituting documents (for example, Articles and Certificates of Incorporation, By-Laws, Partnership or Trust Agreement) relating to the purchaser and each corporation or other legal entity identified in questions 2.3 and 2.4 (provide draft documents where a purchaser is not yet incorporated).  If the constituting documents have been filed with the Commission and no changes have occurred since, provide reference to the application that contains the most recent documentation together with a declaration attesting that the information is still accurate and valid as of the date of the filing of the application.  If the application is a transfer of assets, the licensee information is not required. 
 
APPENDIX 2B
 		 A statement regarding who controls/will control the licensee and by what means; if control is to be held by a shareholder company, also advise who controls/will control it and by what means; if applicable, attach all related documents or agreements (for example, Shareholder Agreement, Voting Trust Agreement).
 
APPENDIX 2C
 		 If the purchaser has delegated or will delegate by contract any responsibility, copies of the contracts (or proposed contracts).  If applicable, indicate the legislative authority under which the corporation or other legal entities to such contracts are incorporated or otherwise constituted.
 
APPENDIX 2D
 		 A copy of the Purchase and Sale Agreement (provide draft if executed copy not yet available).
 
APPENDIX 2E
 		 Documentation supporting the availability of each source of financing identified in question 2.6.  (NOTE:
 

 		 a)
 		 Where funds are to be provided, directly or indirectly by a third party institution such as a bank, credit union, etc., submit a signed letter on the institution's stationery containing the following information:
 

 
 
 		 We have examined the financial projections of (Name of applicant) related to the application(s) before the Commission to provide (type of service) to (location(s)) and we would be prepared to provide financing in the amount of ($) under the following terms and conditions (specify ALL the terms and conditions), subsequent to a favorable decision by the Commission, for the purpose of providing capital and operating funds related to the undertaking(s)."
 

 		 b)
 		 Where funds are to be provided by an individual(s) whether for the purchase of share capital and/or the provision of debt securities, submit a signed statement of net worth from each individual, prepared and notarized within 3 months of the filing of the application.
 

 		 c)
 		 Where funds are to be provided, directly or indirectly, by a corporation or other legal entity other than the applicant or institutions in (a) or (b) above, submit the audited financial statement of the entity for its most recently completed year of operation, and interim financial statements for the period ending within six months of the filing of the application.)
 

3.  INDUSTRY CONSOLIDATION AND CROSS-MEDIA OWNERSHIP


 

 		 Definition:

MULTIPLE LICENCE HOLDER:  Any licensee or holding company that owns or controls either 5 radio stations, 3 television stations, or more than one distribution undertaking that serves at least 6000 subscribers, or more than one telecommunications carrier regulated under the Telecommunications Act, or that holds an ownership interest in 2 or more categories (a) to (g) listed in the following question.
 
3.1
 		 If the purchaser is a MULTIPLE LICENCE HOLDER, provide a list of all entities involved in any of the areas listed below, for which any investment (equity and/or debt securities) is held by the purchaser, its directors, a corporation which directly or indirectly controls the purchaser and any shareholder holding 20% or more of the voting shares and/or votes (participating and common shares) of the purchaser.
 

 		 a)
 		 Other CRTC licence
 

 		 b)
 		 Daily newspaper
 

 		 c)
 		 Non-daily newspaper or other media publisher
 

 		 d)
 		 Production or distribution of programming material
 

 		 e)
 		 Lessor of property, plant or equipment of purchaser
 

 		 f)
 		 Telecommunications company regulated under the Telecommunications Act
 

 		 g)
 		 Company owning securities in any of categories (a) to (f)
 

4.  TRANSMITTERS / SERVICE AREA


 
4.1
 		 If applicable, provide a list of transmitters with their corresponding location OR a list of the service area location(s).
 
SUPPORTING DOCUMENT TO BE APPENDED:
 
APPENDIX 4A
 		 AUTHORIZED SERVICE AREA
 

 		 a)
 		 In the case of cable distribution undertakings provide two original versions of a map showing the authorized service area using a 1:50,000 NTS topographical map.  For multipoint distribution systems, two copies of the contour map provided as part of Industry Canada's technical submission are to be provided.  Maps may be obtained from the regional distributors of the Canada Map Office.  Consult the following web site for the address and telephone number of the distribution centre in your area: http://maps.nrcan.gc.ca/cmo/rdc.html.  For further information, contact the Canada Map Office by telephone at 1-800-465-6277, by telecopier (fax) at 1-800-661-6277 or by e-mail at topo.maps@NRCan.gc.ca.

The maps must not be altered in any way (cut or reduced); do not use highlighters.

In addition to the original maps, the Commission encourages you to submit your proposed service area in a geographical information system (GIS) compatible file format (for example, .mid./.mif, .tab, .dxf, .dwg, .e00, .shp, .dgn). Also provide the map datum and projection used. This file can be submitted electronically or on a diskette or CD Rom.
 

 		 b)
 		 On the map requested above, indicate with an "X" the location of the cable distribution "local head-end" or the location of the transmitter site for the multipoint distribution system.
 

5.  BENEFITS

This question does not apply to distribution undertakings.


 
5.1
 		 Provide the proposed benefits resulting from this transaction.  Information relating to the application of the benefits test and the existing exemptions is available in Public Notices 1999-97, 1998-41 and 1993-68.
 

6.  EMPLOYMENT EQUITY

Information relating to employment equity is available
in Public Notices CRTC 1992-59 and 1997-34.


 
The Commission requires responses to questions regarding Employment Equity on behalf of the licensee following the transaction as a whole, with reference to all of its employees in aggregate, that is, employees at all undertakings for which the licensee, following the transaction, holds licences.
 
6.1
 		 In the case of a change of control (share transaction), if the application is approved, will the licensee following the transaction maintain the undertaking's existing Employment Equity Policy or implement its own?
 
6.2
 		 Is the licensee following the transaction subject to the 1996 Employment Equity Act (applicable to federally-regulated employers with 100 or more employees)?
 

 
 		 YES (  ) 
 		 NO (  )
 

 		 If YES, proceed to section 7, "On-air Presence".
If NO, proceed to question 6.3.
 
6.3
 		 Outline examples of any measures (including hiring and training, apprenticeship programs, work arrangements, etc.) that you have or will put in place for the designated groups (women, Aboriginal peoples, persons with disabilities and visible minorities).
 
QUESTIONS 6.4 TO 6.6 -- APPLICABLE IF BETWEEN 25 AND 99 EMPLOYEES ONLY:
 
6.4
 		 How do you or will you communicate details of your employment equity policies to managers and staff?
 
6.5
 		 Have you assigned, or will you assign, a senior level person to be responsible for tracking progress and monitoring results? 
 

 
 		 YES (  ) 
 		 NO (  )
 

 		 If YES, what authority does or will that person have to ensure goals are achieved?
 
6.6
 		 What financial resources do you have or will you put in place to promote employment equity in the workplace  (for example, funds for daycare, access for persons with disabilities, etc.)?
 

7.  ON-AIR PRESENCE

Information relating to on-air presence and voice-overs is available
in Public Notices CRTC 1994-69 and 1995-98.
 
25 OR MORE EMPLOYEES ONLY:
 
7.1
 		 Outline policies and procedures in place, or plans in this regard, to ensure the representation of members of the four designated groups in on-air positions, including voice-overs, where applicable.  These policies, procedures and plans should include references to programs produced by the licensee following the transaction, as well as to acquired programming and advertising.
 
100 OR MORE EMPLOYEES ONLY:
 
7.2
 		 Provide the total number and percentage of on-air employees, including voice-overs, (full-time, part-time and temporary) from each designated group, as well as the total number of ALL on-air employees who were employed in the last year, in which reports were submitted to Human Resources Development Canada.

Licensees are not required to provide data for each of the four job categories identified individually in the above-mentioned public notices, but rather for the four categories identified in aggregate.
 

ON-AIR EMPLOYEES

NUMBER

%

 Women    
 Aboriginal Peoples  
 Persons with Disabilities  
 Visible Minorities  
 TOTAL number of ALL on-air employees

BOOK OF SUPPORTING DOCUMENTS


 

APPENDIX NUMBER AND NAME

APPENDED
(Yes or No)

E-FILED
(Yes or No)

SECTION 1:  GENERAL INFORMATION

1A

  Supplementary Brief    

SECTION 2:  OWNERSHIP
 

2A

 Constituting Documents (or drafts)    

2B

 Statement on Control of Licensee    

2C

 Delegation of Responsibility by Contract    

2D

 Purchase and Sale Agreement (or draft)    

2E

 Documentation Supporting Availability of each Source of
 Financing
 		  

SECTION 4:  TRANSMITTERS / SERVICE AREA

4A

  Maps - Authorized Service Area    


This document is also available in alternative format upon request.
CRTC 105 (2006-03-02) - Ownership Change
version française disponible

***End of Document***