REGISTRATION NOS. 333-109123 to 333-109123-56
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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
---------------------
AMENDMENT NO. 1
TO
FORM F-3
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
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CANWEST MEDIA INC.
(Exact name of registrant as specified in its charter and translation
of registrant's name into English)
CANADA N/A
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
---------------------
FOR INFORMATION REGARDING ADDITIONAL REGISTRANTS,
SEE "TABLE OF ADDITIONAL REGISTRANTS."
---------------------
31ST FLOOR, TD CENTRE
201 PORTAGE AVENUE
WINNIPEG, MANITOBA, CANADA R3B 3L7
(204) 956-2025
(Address and telephone number of registrant's principal executive offices)
---------------------
LEONARD J. ASPER
CANWEST MEDIA INC.
31ST FLOOR, TD CENTRE
201 PORTAGE AVENUE
WINNIPEG, MANITOBA, CANADA R3B 3L7
(204) 956-2025
(Name, address and telephone number of agent for service)
---------------------
COPIES TO:
JOEL I. GREENBERG, ESQ. LINDA ROBINSON, ESQ.
KAYE SCHOLER LLP OSLER, HOSKIN & HARCOURT LLP
425 PARK AVENUE BOX 50
NEW YORK, NEW YORK 10022 1 FIRST CANADIAN PLACE
(212) 836-8201 TORONTO, ONTARIO M5X 1B8
CANADA
(416) 362-2111
---------------------
APPROXIMATE DATE OF COMMENCEMENT OF PROPOSED SALE TO THE PUBLIC: As soon
as practicable after this Registration Statement becomes effective.
If the only securities being registered on this Form are to be offered
pursuant to dividend or interest reinvestment plans, please check the following
box. [ ]
If any of the securities being registered on this Form are to be offered
on a delayed or continuous basis pursuant to Rule 415 under the Securities Act
of 1933, check the following box. [X]
If this Form is filed to register additional securities for an offering
pursuant to Rule 462(b) under the Securities Act, please check the following box
and list the Securities Act registration statement number of the earlier
effective registration statement for the same offering. [ ] _________
If this Form is a post-effective amendment filed pursuant to Rule
462(c) under the Securities Act, check the following box and list the Securities
Act registration statement number of the earlier effective registration
statement for the same offering. [ ] _________
If delivery of the prospectus is expected to be made pursuant to Rule 434,
please check the following box. [ ]
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CALCULATION OF REGISTRATION FEE
TITLE OF EACH PROPOSED PROPOSED
CLASS OF MAXIMUM MAXIMUM
SECURITIES AMOUNT OFFERING AGGREGATE AMOUNT OF
TO BE TO BE PRICE OFFERING REGISTRATION
REGISTERED REGISTERED PER UNIT PRICE FEE
- ------------------------- ---------- -------- ----------------- ------------
10 5/8% Senior
Subordinated
Notes due 2011........... US$41,880,457 100% US$41,880,457 (1) US$3,388.13
------------- -------- ----------------- -------------
Guarantees of 10 5/8%
Senior Subordinated Notes
due 2011(2).............. US$41,880,457 100% US$41,880,457 (3)
============= ======== ================= =============
(1) Estimated solely for the purpose of calculating the registration fee
pursuant to Rule 457.
(2) The following co-registrants have each guaranteed the notes issued
by CanWest Media Inc. that are being registered under this registration
statement: 2846551 Canada Inc., 3919056 Canada Ltd., Apple Box
Productions Sub Inc., BCTV Holdings Inc., Calgary Herald Group Inc.,
CanWest -- Montreal R.P. Holdings Inc., CanWest -- Windsor R.P. Holdings
Inc., CanWest Finance Inc./Financiere CanWest Inc., CanWest Global
Broadcasting Inc./ Radiodiffusion CanWest Global Inc., CanWest
Interactive Inc., CanWest International Communications Inc., CanWest
International Management Inc., CanWest Irish Holdings (Barbados) Inc.,
CanWest Media Sales Limited, CanWest NZ Radio Holdings Limited, CanWest
Publications Inc., CGS Debenture Holding (Netherlands) B.V., CGS
International Holdings (Netherlands) B.V., CGS NZ Radio Shareholding
(Netherlands) B.V., CGS NZ TV Shareholding (Netherlands) B.V., CGS
Shareholding (Netherlands) B.V., CHBC Holdings Inc., CHEK Holdings Inc.,
Clarinet Music Inc., Edmonton Journal Group Inc., Fox Sports World Canada
Holdco Inc., Global Centre Inc., Global Communications Limited, Global
Television Centre Ltd., Global Television Network Inc., Global Television
Network Quebec, Limited Partnership/Reseau de Television Global Quebec,
societe en commandite, Global Television Specialty Networks Inc.,
Lonestar Holdco Inc., Lower Mainland Publishing Group Inc., Mobile Video
Production Inc. (f/k/a WIC Mobile TV Inc.), Montreal Gazette Group
Inc., Multisound Publishers Ltd., Nanaimo Daily News Group Inc., ONtv
Holdings Inc., Ottawa Citizen Group Inc., Pacific Newspaper Group Inc.,
Port Alberni Times Group Inc., ReachCanada Contact Centre Limited, Regina
Leader Post Group Inc., RetroVista Holdco Inc., Saskatoon StarPhoenix
Group Inc., Southam Digital Inc., Studio Post & Transfer Sub Inc., TV3
Network Services Limited, TV4 Network Limited, Vancouver Island Newspaper
Group Inc., Victoria Times Colonist Group Inc., Western Communications
Inc., WIC Television Production Sub Inc., Windsor Star Group Inc. and
Xtreme Sports Holdco Inc.
(3) Pursuant to Rule 457(n), no separate fee is payable with respect to the
guarantees of the notes being registered.
THE REGISTRANT HEREBY AMENDS THIS REGISTRATION STATEMENT ON SUCH DATE OR
DATES AS MAY BE NECESSARY TO DELAY ITS EFFECTIVE DATE UNTIL THE REGISTRANT SHALL
FILE A FURTHER AMENDMENT WHICH SPECIFICALLY STATES THAT THIS REGISTRATION
STATEMENT SHALL THEREAFTER BECOME EFFECTIVE IN ACCORDANCE WITH SECTION 8(A) OF
THE SECURITIES ACT OF 1933 OR UNTIL THIS REGISTRATION STATEMENT SHALL BECOME
EFFECTIVE ON SUCH DATE AS THE SECURITIES AND EXCHANGE COMMISSION, ACTING
PURSUANT TO SAID SECTION 8(A), MAY DETERMINE.
TABLE OF ADDITIONAL REGISTRANTS
<Table>
<Caption>
STATE OR OTHER
JURISDICTION OF
EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER INCORPORATION I.R.S. EMPLOYER
AND TRANSLATION OF REGISTRANT'S NAME INTO ENGLISH OR ORGANIZATION IDENTIFICATION NO.
- ---------------------------------------------------- --------------- ------------------
2846551 Canada Inc. Canada N/A
3919056 Canada Ltd. Canada N/A
Apple Box Productions Sub Inc. Canada N/A
BCTV Holdings Inc. Canada N/A
Calgary Herald Group Inc. Canada N/A
CanWest -- Montreal R.P. Holdings Inc. Canada N/A
CanWest -- Windsor R.P. Holdings Inc. Canada N/A
CanWest Finance Inc./Financiere CanWest Inc. Quebec N/A
CanWest Global Broadcasting Inc./Radiodiffusion
CanWest Global Inc. Quebec N/A
CanWest Interactive Inc. Canada N/A
CanWest International Communications Inc. Barbados N/A
CanWest International Management Inc. Barbados N/A
CanWest Irish Holdings (Barbados) Inc. Barbados N/A
CanWest Media Sales Limited Canada N/A
CanWest NZ Radio Holdings Limited New Zealand N/A
CanWest Publications Inc. Canada N/A
CGS Debenture Holding (Netherlands) B.V. Netherlands N/A
CGS International Holdings (Netherlands) B.V. Netherlands N/A
CGS NZ Radio Shareholding (Netherlands) B.V. Netherlands N/A
CGS NZ TV Shareholding (Netherlands) B.V. Netherlands N/A
CGS Shareholding (Netherlands) B.V. Netherlands N/A
CHBC Holdings Inc. Canada N/A
CHEK Holdings Inc. Canada N/A
Clarinet Music Inc. Ontario N/A
Cool Records Inc. Canada N/A
Edmonton Journal Group Inc. Canada N/A
Fox Sports World Canada Holdco Inc. Canada N/A
Global Centre Inc. Ontario N/A
Global Communications Limited Manitoba N/A
Global Television Centre Ltd. Canada N/A
Global Television Network Inc. Canada N/A
Global Television Network Quebec, Limited
Partnership/ Reseau de Television Global Quebec,
societe en commandite Quebec N/A
Global Television Specialty Networks Inc. Canada N/A
Lonestar Holdco Inc. Canada N/A
Lower Mainland Publishing Group Inc. Canada N/A
Mobile Video Production Inc.
(f/k/a WIC Mobile TV Inc.) Canada N/A
Montreal Gazette Group Inc. Canada N/A
Multisound Publishers Ltd. Canada N/A
Nanaimo Daily News Group Inc. Canada N/A
ONtv Holdings Inc. Canada N/A
</Table>
<Table>
<Caption>
PRIMARY
STATE OR OTHER STANDARD
JURISDICTION OF INDUSTRIAL
EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER INCORPORATION CLASSIFICATION I.R.S. EMPLOYER
AND TRANSLATION OF REGISTRANT'S NAME INTO ENGLISH OR ORGANIZATION CODE NUMBER IDENTIFICATION NO.
- ---------------------------------------------------- --------------- -------------- ------------------
Ottawa Citizen Group Inc. Canada 2711 N/A
Pacific Newspaper Group Inc. Canada 2711 N/A
Port Alberni Times Group Inc. Canada 2711 N/A
ReachCanada Contact Centre Limited Canada 7380 N/A
Regina Leader Post Group Inc. Canada 2711 N/A
RetroVista Holdco Inc. Canada 4833 N/A
Saskatoon StarPhoenix Group Inc. Canada 2711 N/A
Southam Digital Inc. Canada 2711 N/A
Studio Post & Transfer Sub Inc. Canada 4833 N/A
TV3 Network Services Limited New Zealand 4833 N/A
TV4 Network Limited New Zealand 4833 N/A
Vancouver Island Newspaper Group Inc. Canada 2711 N/A
Victoria Times Colonist Group Inc. Canada 2711 N/A
Western Communications Inc. Canada 4833 N/A
WIC Television Production Sub Inc. Canada 4833 N/A
Windsor Star Group Inc. Canada 2711 N/A
Xtreme Sports Holdco Inc. Canada 4833 N/A
</Table>
The address, including zip code, and telephone number, including area code,
of the principal executive offices of each of the additional registrants are as
follows:
<Table>
<Caption>
REGISTRANT ADDRESS TELEPHONE NUMBER
- ---------- ---------------------------- ------------------
2846551 Canada Inc. 81 Barber Greene Road (416) 443-6060
Don Mills, Ontario, Canada
M3C 2A2
3919056 Canada Ltd. 31st Floor, TD Centre (204) 957-7760
201 Portage Avenue
Winnipeg, Manitoba, Canada
R3B 3L7
Apple Box Productions Sub Inc. #300 -- 10359 Whyte Avenue (780) 944-0011
Edmonton, Alberta, Canada
T3E 1Z9
BCTV Holdings Inc. 81 Barber Greene Road (416) 443-6060
Don Mills, Ontario, Canada
M3C 2A2
Calgary Herald Group Inc. 215 16 Street SE (403) 235-7100
Calgary, Alberta, Canada
T2P 0W8
CanWest -- Montreal R.P. Holdings Inc. 31st Floor, TD Centre (204) 956-2025
201 Portage Avenue
Winnipeg, Manitoba, Canada
R3B 3L7
CanWest -- Windsor R.P. Holdings Inc. 31st Floor, TD Centre (204) 956-2025
201 Portage Avenue
Winnipeg, Manitoba, Canada
R3B 3L7
</Table>
<Table>
<Caption>
REGISTRANT ADDRESS TELEPHONE NUMBER
- ---------- ---------------------------- ------------------
CanWest Finance Inc./Financiere CanWest Inc. c/o 800 Place Victoria (514) 397-7400
Suite 3400
Montreal, Quebec, Canada
H4Z 1E9
CanWest Global Broadcasting c/o 800 Place Victoria Suite (514) 397-7400
Inc./Radiodiffusion CanWest Global Inc. 3400
Montreal, Quebec, Canada
H4Z 1E9
CanWest Interactive Inc. 30th Floor, TD Centre (204)926-1600
201 Portage Avenue
Winnipeg, Manitoba, Canada
R3B 3K6
CanWest International Communications Inc. Enfield House (246) 437-6032
Upper Collymore Rock
St. Michael, Barbados
West Indies
CanWest International Management Inc. Enfield House (246) 437-6032
Upper Collymore Rock
St. Michael, Barbados
West Indies
CanWest Irish Holdings (Barbados) Inc. Enfield House (246) 437-6032
Upper Collymore Rock
St. Michael, Barbados
West Indies
CanWest Media Sales Limited 245 rue Saint-Jacques (514) 525-1133
Suite 100
Montreal, Quebec, Canada
H2Y 1M6
CanWest NZ Radio Holdings Limited 92624 Simon Street 011-64-9-377-9730
Private Bag
Auckland, New Zealand
CanWest Publications Inc. 31st Floor, TD Centre (204) 956-2025
201 Portage Avenue
Winnipeg, Manitoba, Canada
R3B 3L7
CGS Debenture Holding (Netherlands) B.V. Herengracht 483 011-31-20-322-3243
1017 BT Amsterdam
The Netherlands
CGS International Holdings (Netherlands) B.V. Herengracht 483 011-31-20-322-3243
1017 BT Amsterdam
The Netherlands
CGS NZ Radio Shareholding (Netherlands) B.V. Herengracht 483 011-31-20-322-3243
1017 BT Amsterdam
The Netherlands
CGS NZ TV Shareholding (Netherlands) B.V. Herengracht 483 011-31-20-322-3243
1017 BT Amsterdam
The Netherlands
CGS Shareholding (Netherlands) B.V. Herengracht 483 011-31-20-322-3243
1017 BT Amsterdam
The Netherlands
</Table>
<Table>
<Caption>
REGISTRANT ADDRESS TELEPHONE NUMBER
- ---------- ---------------------------- ------------------
CHBC Holdings Inc. 81 Barber Greene Road (416) 443-6060
Don Mills, Ontario, Canada
M3C 2A2
CHEK Holdings Inc. 81 Barber Greene Road (416) 443-6060
Don Mills, Ontario, Canada
M3C 2A2
Clarinet Music Inc. 81 Barber Greene Road (416) 443-6060
Don Mills, Ontario, Canada
M3C 2A2
Cool Records inc. 31st Floor, TD Centre (204) 956-2025
201 Portage Avenue
Winnipeg, Manitoba, Canada
R3B 3L7
Edmonton Journal Group Inc. 10006 -- 101 Street (780) 429-5100
Edmonton, Alberta, Canada
T5J 2S6
Fox Sports World Canada Holdco Inc. 31st Floor, TD Centre (204) 956-2025
201 Portage Avenue
Winnipeg, Manitoba, Canada
R3B 3L7
Global Centre Inc. 81 Barber Greene Road (416) 443-6060
Don Mills, Ontario, Canada
M3C 2A2
Global Communications Limited 31st Floor, TD Centre (204) 956-2025
201 Portage Avenue
Winnipeg, Manitoba, Canada
R3B 3L7
Global Television Centre Ltd. 81 Barber Greene Road (416) 443-6060
Don Mills, Ontario, Canada
M3C 2A2
Global Television Network Inc. 81 Barber Greene Road (416) 443-6060
Don Mills, Ontario, Canada
M3C 2A2
Global Television Network Quebec, Limited 31st Floor, TD Centre (204) 956-2025
Partnership/Reseau de Television Global 201 Portage Avenue
Quebec, societe en commandite Winnipeg, Manitoba, Canada
R3B 3L7
Global Television Specialty Networks Inc. 30th Floor, TD Centre (204) 926-4800
201 Portage Avenue
Winnipeg, Manitoba, Canada
R3B 3K6
Lonestar Holdco Inc. 31st Floor, TD Centre (204) 956-2025
201 Portage Avenue
Winnipeg, Manitoba, Canada
R3B 3L7
Lower Mainland Publishing Group Inc. 3355 Grandview Highway (604) 412-4209
Vancouver, British
Columbia,
Canada
V5M 1Z5
Mobile Video Production Inc.
(f/k/a WIC Mobile TV Inc.) 163 Jackson Street West (416) 366-9688
Hamilton, Ontario, Canada
L8N 3A6
Montreal Gazette Group Inc. 250 St. Antoine Street (514) 987-2222
West Montreal, Quebec,
Canada
H2Y 3R7
</Table>
<Table>
<Caption>
REGISTRANT ADDRESS TELEPHONE NUMBER
- ---------- ---------------------------- ------------------
Multisound Publishers Ltd. 81 Barber Greene Road (416) 443-6060
Don Mills, Ontario, Canada
M3C 2A2
Nanaimo Daily News Group Inc. 2575 McCullough Road (250) 729-4200
Nanaimo, British
Columbia, Canada
V9S 5W5
ONtv Holdings Inc. 81 Barber Greene Road (416) 443-6060
Don Mills, Ontario, Canada
M3C 2A2
Ottawa Citizen Group Inc. 1101 Baxter Road (613) 829-9100
Ottawa, Ontario, Canada
K2C 3M4
Pacific Newspaper Group Inc. 200 Granville Street (604) 605-2000
Vancouver, British
Columbia, Canada
V6C 3N3
Port Alberni Times Group Inc. 4918 Napier Street (250) 723-8171
Port Alberni,
British Columbia, Canada
V9Y 7N1
ReachCanada Contact Centre Limited 31st Floor, TD Centre (204) 956-2025
201 Portage Avenue
Winnipeg, Manitoba, Canada
R3B 3L7
Regina Leader Post Group Inc. 1964 Park Street (306) 565-8211
Regina, Saskatchewan,
Canada
S4P 3G4
RetroVista Holdco Inc. 31st Floor, TD Centre (204) 956-2025
201 Portage Avenue
Winnipeg, Manitoba, Canada
R3B 3L7
Saskatoon StarPhoenix Group Inc. 204 Fifth Avenue North (306) 652-9200
Saskatoon, Saskatchewan,
Canada
S7K 2P1
Southam Digital Inc. 31st Floor, TD Centre (204) 956-2025
201 Portage Avenue
Winnipeg, Manitoba, Canada
R3B 3L7
Studio Post & Transfer Sub Inc. 5305 Allard Way (780) 436-4444
Edmonton, Alberta, Canada
T6H 5X8
TV3 Network Services Limited 92624 Simon Street 011-64-9-377-9730
Private Bag
Auckland, New Zealand
TV4 Network Limited 92624 Simon Street 011-64-9-377-9730
Private Bag
Auckland, New Zealand
</Table>
<Table>
<Caption>
REGISTRANT ADDRESS TELEPHONE NUMBER
- ---------- ---------------------------- ------------------
Vancouver Island Newspaper Group Inc. 34375 Cyril Street (604) 941-9696
Abbotsford, British
Columbia, Canada
V2S 2H5
Victoria Times Colonist Group Inc. 2621 Douglas Street (250) 380-5211
Victoria, British
Columbia, Canada
V8T 4M2
Western Communications Inc. P.O. Box 6020 (541) 382-1811
Bend, OR 97708
WIC Television Production Sub Inc. 1960 -- 505 Burrard Street (204) 956-2025
Vancouver, British
Columbia, Canada
V7X 1M6
Windsor Star Group Inc. 167 Ferry Street (519) 255-5711
Windsor, Ontario, Canada
N9A 4M5
Xtreme Sports Holdco Inc. 31st Floor, TD Centre (204) 956-2025
201 Portage Avenue
Winnipeg, Manitoba, Canada
R3B 3L7
</Table>
PROSPECTUS
CANWEST MEDIA INC.
10 5/8% Senior Subordinated Notes due 2011
We issued the notes offered by this prospectus in a private placement in
May 2001. The selling securityholder identified in this prospectus may use this
prospectus to resell from time to time up to US$41,880,457 of the notes.
We will not receive any proceeds from the sale of the notes by the selling
securityholder. The notes may be offered in negotiated transactions or
otherwise, at market prices prevailing at the time of sale or at negotiated
prices.
INVESTING IN THE NOTES INVOLVES RISKS. SEE "RISK FACTORS" BEGINNING ON
PAGE 2 OF THIS PROSPECTUS.
The notes bear interest at the rate of 10 5/8% per year. Interest on the
notes is payable on May 15 and November 15 of each year, beginning on November
15, 2001. The notes will mature on May 15, 2011. We may redeem some or all of
the notes at any time on or after May 15, 2006 or at any time in the event of
certain changes affecting Canadian withholding tax. In addition, prior to May
15, 2004, we may redeem up to 35% of the notes with the net proceeds of one or
more equity offerings of us or our ultimate parent, CanWest Global
Communications Corp.
The notes are our unsecured senior subordinated obligations and rank
junior in right of payment to all of our senior indebtedness and will rank equal
in right of payment to all of our future senior subordinated indebtedness. The
notes are effectively subordinated to all liabilities of our non-guarantor
subsidiaries. The notes are unconditionally guaranteed on a senior subordinated
unsecured basis by substantially all of our present and future restricted
subsidiaries.
NEITHER THE SEC NOR ANY OTHER SECURITIES COMMISSION OR SIMILAR AUTHORITY
HAS IN ANY WAY REVIEWED OR PASSED UPON THE MERITS OF THE NOTES OR DETERMINED
THAT THIS PROSPECTUS IS ACCURATE OR COMPLETE. ANY REPRESENTATION TO THE CONTRARY
IS A CRIMINAL OFFENSE.
_______________, 2004
TABLE OF CONTENTS
Risk Factors .......................................................... 2
Ratio of Earnings to Fixed Charges .................................... 15
Use of Proceeds ....................................................... 15
Capitalization and Indebtedness ....................................... 16
Selling Securityholder ................................................ 17
Description of the Notes .............................................. 18
Market Prices of the Notes ............................................ 18
Tax Consequences ...................................................... 18
Canadian Transfer Restrictions ........................................ 20
Plan of Distribution .................................................. 21
Enforceability of Civil Liabilities ................................... 22
Forward-Looking Statements ............................................ 23
Exchange Rate Information ............................................. 24
Legal Matters ......................................................... 25
Independent Accountants ............................................... 25
Where You Can Find More Information ................................... 26
Incorporation of Certain Documents by Reference ....................... 27
Exhibit A ............................................................. 28
---------------------------
PRESENTATION OF FINANCIAL INFORMATION
Our consolidated financial statements have been prepared in accordance with
the accounting principles generally accepted in Canada, or Canadian GAAP. For a
discussion of the principal differences between Canadian GAAP and the accounting
principles generally accepted in the United States, or U.S. GAAP, see note 20 to
our audited consolidated financial statements for the three years ending August
31, 2003 and note 8 to our unaudited consolidated financial statements for the
three months ended November 30, 2002 and 2003 incorporated herein by reference.
We state our financial statements in Canadian dollars.
We present EBITDA as a non-GAAP financial measure in various places
throughout this prospectus in connection with our historical consolidated
financial data. As a non-GAAP financial measure, EBITDA is generally understood
to represent the sum of net earnings, income taxes, depreciation, amortization
and financing expenses. For the purposes of our presentation of the foregoing
financial information in this prospectus EBITDA is defined as net earnings
before realized translation adjustments, interest in earnings of Network TEN and
other equity accounted affiliates, minority interests, provision for income
taxes, investment and other interest income, interest rate swap gains and
losses, foreign exchange gains and losses, interest expense and amortization.
Investors in our industry and analysts assessing our industry routinely use
EBITDA as a supplementary non-GAAP financial measure to evaluate operating
performance and a company's ability to service its debt. Its use for these
purposes is widespread and recognized by the industry in which we operate. In
addition to these recognized purposes, we also use EBITDA to evaluate our
business segment profitability in making strategic resource allocations.
We caution investors that amounts presented in accordance with our
definition of EBITDA may not be comparable to similar measures disclosed by
other companies, since not all companies and analysts calculate this non-GAAP
measure in the same manner.
EBITDA should not be considered as an alternative measure of our net
income, operating performance, cash flow or liquidity. EBITDA is not a measure
of financial performance in accordance with Canadian or U.S. GAAP. Although we
believe EBITDA enhances your understanding of our financial condition and
results of operations, this non-GAAP financial measure is not necessarily a
better indicator of any trend as compared to GAAP financial measures (e.g.,
income from operations, net sales, net earnings, cash flow from operations)
conventionally computed in accordance with GAAP. In addition, investors should
be aware that adverse economic and market conditions may negatively impact our
cash flow.
---------------------------
As used in this prospectus, unless the context indicates otherwise: (1)
"we," "our" and "us" refer collectively to CanWest Media Inc., the issuer of the
notes, and our consolidated subsidiaries; (2) "our publishing assets" refers to
our newspapers and interactive assets; (3) "our existing senior notes" refers to
our outstanding US$200.0 million 7 5/8% senior notes due 2013; (4) "our existing
senior subordinated notes" refers to our outstanding US$425.0 million 10 5/8%
series B senior subordinated notes due 2011 and our outstanding Cdn$4.6 million
10 5/8% series A senior subordinated notes due 2011; (5) "Offering" refers to
the offering of our existing senior notes; and (6) "CanWest" refers to CanWest
Global Communications Corp., our ultimate parent. UNLESS OTHERWISE INDICATED,
ALL REFERENCES TO DOLLAR AMOUNTS IN THIS PROSPECTUS ARE TO CANADIAN DOLLARS.
We were incorporated in Canada in 2000. Our principal executive offices
are located at 31st Floor, TD Centre, 201 Portage Avenue, Winnipeg, Manitoba,
Canada R3B 3L7. Our telephone number is (204) 956-2025.
1
RISK FACTORS
You should carefully consider the following risks in addition to the other
information contained in this prospectus before you decide to buy the notes. The
risks and uncertainties described below are not the only ones that we face.
Additional risks and uncertainties not presently known to us may also adversely
impact us. If any of the following risks actually occur, our business, financial
condition and operating results could be adversely affected, and you may lose
all or part of your investment.
This prospectus contains forward-looking statements based on our current
expectations, assumptions, estimates and projections about our company and the
industries in which we operate. These forward-looking statements involve risks
and uncertainties. Our actual results could differ materially from those
anticipated in these forward-looking statements as a result of various factors
described in this section and elsewhere in this prospectus. We undertake no
obligation to update any forward-looking statements for any reason, even if new
information becomes available or other events occur in the future, except as
required by law.
RISKS RELATING TO OUR DEBT
OUR SUBSTANTIAL DEBT COULD ADVERSELY AFFECT OUR FINANCIAL CONDITION AND PREVENT
US FROM FULFILLING OUR OBLIGATIONS UNDER THE NOTES.
We have a substantial amount of debt. As of November 30, 2003, we had
approximately $2,414.5 million in outstanding debt (including the current
portion of long-term debt) under Canadian generally accepted accounting
principles, or GAAP ($3,188.6 million under U.S. GAAP) and shareholder's equity
of $2,344.0 million under Canadian GAAP ($1,569.9 million under U.S. GAAP),
resulting in a total debt to total capitalization ratio of 51% under Canadian
GAAP (67% under U.S. GAAP). In addition, we would have been able to incur an
additional $416.8 million of debt under our credit facility. As of November 30,
2003 we satisfied the required debt coverage tests contained in our credit
facility, the
2
indenture governing the notes and our existing senior subordinated notes and the
indenture governing our existing senior notes, including the required total
leverage ratio, senior leverage ratio, interest coverage ratio and fixed charge
coverage ratio.
As of November 30, 2003, in addition to the notes and our existing senior
subordinated notes, our debt included our credit facility which provides us with
up to $1.7 billion in loans. Our credit facility consists of: (1) a revolving
credit facility maturing in 2006 of up to $600.0 million (of which $235.0
million was drawn, and an additional $54.7 million was utilized by outstanding
letters of credit as of November 30, 2003); (2) a term facility maturing in 2006
of up to $119.8 million; and (3) a term facility maturing in 2009 of
approximately $1,029.6 million. Advances under the term facility maturing in
2009 are available in either U.S. or Canadian dollars, at our option. The credit
facility may be increased by $300.0 million to $2.0 billion in certain
circumstances.
The indenture that governs the notes and our existing senior subordinated
notes and the indenture that governs our existing senior notes also allow us to
borrow a significant amount of additional money, subject to certain conditions.
For more information, see "Description of the Notes -- Material Covenants."
Our substantial indebtedness could have important consequences to you. For
example, it could:
- make it more difficult for us to satisfy our obligations with respect to
our existing senior notes and our obligations under our credit facility,
the notes and our existing senior subordinated notes;
- require us to dedicate a substantial portion of our cash flow from
operations to payments on our debt, which will reduce amounts available
for working capital, capital expenditures, marketing, product and program
development and other general corporate purposes. We estimate cash flow
requirements to service existing debt over the twelve months ending
August 31, 2004 to be $268 million, including scheduled repayments under
our credit facility of $38 million. Scheduled annual repayments beyond
August 2004 under our credit facility are as follows:
<Table>
Years ending:
August 2005............................................... $ 47 million
August 2006............................................... $ 57 million
August 2007............................................... $ 34 million
August 2008............................................... $138 million
August 2009............................................... $854 million
</Table>
In addition, as of November 30, 2003, we had $235.0 million drawn under the
revolving credit portion of our credit facility, which matures in November 2006;
- limit our flexibility in planning for, or reacting to, changes in our
business and the industry in which we operate;
- increase our vulnerability to general adverse economic and industry
conditions;
- place us at a competitive disadvantage compared to our competitors with
less debt; and
- limit our ability to borrow additional funds.
In addition, a portion of our debt bears interest at variable rates. An
increase in the interest rates on our debt will reduce the funds available to
repay the notes, our existing senior subordinated notes, our existing senior
notes and our other debt and for operations and future business opportunities
and will intensify the consequences of our leveraged capital structure.
3
In connection with the financing of the acquisition of our publishing
assets, we issued a series of junior subordinated debentures, which we refer to
as the CMI notes, to our immediate parent in an aggregate principal amount of
$766.8 million ($275.0 million of obligations under the CMI notes were repaid
with a portion of the proceeds of the Offering). Because we have the option of
paying all of our principal and interest obligations under the CMI notes with
cash or shares, under Canadian GAAP, they are reflected as shareholder's equity
and are therefore not included in the foregoing discussion of our debt. However,
under U.S. GAAP, the CMI notes would be reflected as long-term debt, the effect
of which, at November 30, 2003 would be to increase our total debt by $774.1
million to $3,188.6 million, and decrease total shareholder's equity to $1,569.9
million, resulting in a total debt to total capitalization ratio of 67%. Under
Canadian GAAP, the interest on the CMI notes (net of income taxes) is charged to
retained earnings, while under U.S. GAAP, such interest is charged to earnings.
For the year ended August 31, 2003, the ratio of our earnings to fixed charges
was 1.2x under Canadian GAAP. For the three months ended November 30, 2003, the
ratio of our earnings to fixed charges under Canadian GAAP was 1.7x.
OUR ABILITY TO INCUR SUBSTANTIALLY MORE DEBT COULD ADVERSELY AFFECT OUR
FINANCIAL CONDITION.
The terms of our credit facility, the indenture governing the notes and our
existing senior subordinated notes and the indenture that governs our existing
senior notes do not prohibit us or our subsidiaries from incurring substantial
additional debt in the future, so long as we observe certain covenants, maintain
certain specified financial ratios and meet certain specified financial tests.
See "Description of the Notes -- Material Covenants." On November 30, 2003, our
credit facility permitted additional borrowing of approximately $416.8 million.
Our credit facility may be increased by an additional $300.0 million, subject to
receipt of additional commitments. All of the borrowings under our credit
facility, and any of the other secured indebtedness we will be permitted to
incur, effectively rank senior to the notes. If new debt is added to our current
debt levels, the related risks that we now face could intensify.
TO SERVICE OUR DEBT, WE WILL REQUIRE A SIGNIFICANT AMOUNT OF CASH, AND OUR
ABILITY TO GENERATE CASH IN THE FUTURE DEPENDS ON MANY FACTORS BEYOND OUR
CONTROL.
Our ability to make payments on and to refinance our debt, including our
existing senior notes, our credit facility, the notes and our existing senior
subordinated notes, will depend on our ability to generate cash in the future.
This, to an extent, is subject to general economic, financial, competitive,
legislative, regulatory and other factors that are beyond our control.
We estimate cash needs of approximately $282 million in order to service
our existing debt over the twelve months ending August 31, 2004. We cannot
assure you that our business will generate sufficient cash flow or that future
borrowings will be available to us in an amount sufficient to enable us to pay
our debt, including the notes, or to fund our other liquidity needs. If our
future cash flow from operations, including distributions from our
non-wholly-owned subsidiaries and investments, and other capital resources are
insufficient to pay our obligations as they mature or to fund our liquidity
needs, we may be forced to reduce or delay our business activities and capital
expenditures, sell assets, obtain additional equity capital or restructure or
refinance all or a portion of our debt, including the notes, on or before
maturity. We cannot assure you that we will be able to refinance any of our
debt, including the notes, on a timely basis or on satisfactory terms, if at
all. In addition, the terms of our existing debt, including the notes, and other
future debt may limit our ability to pursue any of these alternatives.
4
THE NOTES AND GUARANTEES ARE CONTRACTUALLY SUBORDINATED IN RIGHT OF PAYMENT TO
SENIOR DEBT AND STRUCTURALLY SUBORDINATED IN RIGHT OF PAYMENT TO ALL OF OUR
NON-GUARANTOR SUBSIDIARIES' DEBT.
The notes are our senior subordinated obligations ranking junior to all of
our existing and future senior indebtedness (including borrowings under our
credit facility), equal in right of payment with any future senior subordinated
debt and senior in right of payment to any other subordinated debt. The
guarantees of the notes are similarly subordinated to all of our subsidiary
guarantors' existing and future senior indebtedness and equal in right of
payment with all of our subsidiary guarantors' future senior subordinated debt.
In addition, the notes are structurally subordinated in right of payment to all
of our non-guarantor subsidiaries' debt. As of November 30, 2003, we and our
subsidiary guarantors had $1,387.0 million of senior indebtedness outstanding,
and our non-guarantor subsidiaries had $26.9 million of debt outstanding.
In a bankruptcy, liquidation or reorganization or similar proceeding
relating to us, holders of the notes will participate with trade creditors of
guarantor subsidiaries and all other holders of senior debt in the assets
remaining after we have paid all of the unsubordinated secured indebtedness.
However, holders of the notes will be effectively subordinated to all creditors
of non-guarantor subsidiaries. In any of these cases, we cannot assure you that
sufficient assets will remain to make any payments on the notes.
OUR ABILITY TO MAKE PAYMENTS ON THE NOTES DEPENDS ON OUR ABILITY TO RECEIVE
DIVIDENDS OR OTHER DISTRIBUTIONS FROM OUR SUBSIDIARIES AND INVESTMENTS.
We are a holding company. All of our operations are conducted by our
subsidiaries. Our ability to meet our obligations, including with respect to the
notes, will be dependent upon dividends and other distributions or payments from
our subsidiaries and investments. The ability of our subsidiaries and
investments to pay dividends or make distributions or make other payments to us
depends upon, among other things, the availability of cash flow from operations,
proceeds from the sale of assets and borrowings, contractual restrictions with
third parties and the terms of applicable organizational documents and
shareholder agreements. In the event of bankruptcy proceedings affecting a
subsidiary or investment, to the extent we are recognized as a creditor of that
subsidiary or investment, our claim would still be subordinate to any security
interest in or other lien on any assets of that subsidiary or investment. We
cannot assure you that our subsidiaries or investments will have the ability to
pay dividends or make distributions to us.
OUR CREDIT FACILITY, THE INDENTURE THAT GOVERNS THE NOTES AND OUR EXISTING
SENIOR SUBORDINATED NOTES AND THE INDENTURE THAT GOVERNS OUR EXISTING SENIOR
NOTES IMPOSE OPERATIONAL AND FINANCIAL RESTRICTIONS ON US.
Our credit facility, the indenture that governs the notes and our existing
senior subordinated notes and the indenture that governs our existing senior
notes impose restrictive covenants that, among other things, restrict our
ability to:
- incur debt;
- pay dividends and make distributions;
- issue stock of subsidiaries;
- make certain investments;
- repurchase stock;
- create liens;
- enter into transactions with affiliates;
5
- enter into sale-leaseback transactions;
- merge or consolidate; and
- transfer or sell assets.
Our credit facility also requires us to maintain certain specified
financial ratios and meet certain specified financial tests. These covenants are
subject to a number of important exceptions and several of our significant
subsidiaries are not subject to them.
All of these restrictive covenants may restrict our ability to expand our
business or to pursue our business strategies. Our ability to comply with these
and other provisions of these indentures and our credit facility may be affected
by changes in our business condition or results of operations, adverse
regulatory developments or other events beyond our control. The breach of any of
these covenants would result in a default under our debt. A default could allow
our creditors to accelerate the related debt, as well as any other debt to which
a cross-acceleration or cross-default provision applies. At November 30, 2003,
the aggregate amount drawn under our credit facility was $1,387.0 million and an
additional $54.7 million was utilized to support letters of credit. If our
indebtedness were to be accelerated, we cannot assure you that we would be able
to repay it. In addition, a default could give the lenders the right to
terminate any commitments they had made to provide us with further funds.
THE INTERESTS OF CANWEST AND ITS SHAREHOLDERS, INCLUDING ITS CONTROLLING
SHAREHOLDER, MAY CONFLICT WITH THE INTERESTS OF THE HOLDERS OF THE NOTES.
We are a wholly-owned subsidiary of CanWest, the voting power of which is
controlled by trusts for the benefit of members of the family of the late I.H.
Asper, including his three children, David A. Asper, Gail S. Asper and Leonard
J. Asper (our Chief Executive Officer, President and Director), who are senior
officers and directors of CanWest, and his widow, Mrs. Ruth M. Asper.
Circumstances may occur in which the interests of equity holders, including our
controlling equity holders, could be in conflict with the interests of the
holders of the notes. For example, the equity holders of CanWest may have an
interest in pursuing acquisitions, divestitures or other transactions that, in
their judgment, could enhance the value of their equity investment, even though
such transactions might involve risks to the holders of the notes.
WE MAY NOT HAVE THE ABILITY TO RAISE THE FUNDS NECESSARY TO FINANCE THE CHANGE
OF CONTROL OFFER REQUIRED BY THE INDENTURE.
If we undergo a Change of Control, as defined in this prospectus under the
heading "Description of the Notes -- Certain Definitions," we must offer to buy
back the notes for a price equal to 101% of the principal amount, plus interest
that has accrued but has not been paid as of the repurchase date. The indenture
governing our existing senior notes imposes the same requirement with respect to
those notes. We cannot assure you that we will have sufficient funds available
to make the required repurchases of the notes, our existing senior subordinated
notes or our existing senior in that event, or that we will have sufficient
funds to pay our other debts. In addition, our credit facility effectively
prohibits us from repurchasing the notes, our existing senior subordinated notes
or our existing senior notes after a change of control until we have repaid in
full our debt under such credit facility. If we fail to repurchase the notes,
our existing senior subordinated notes or our existing senior notes upon a
change of control, we will be in default under the notes, our existing senior
subordinated notes, our existing senior notes and our credit facility.
AN ACTIVE TRADING MARKET FOR THE NOTES MAY NOT DEVELOP.
There is currently no public market for the notes. The notes have been
designated as eligible for trading in The Portal(SM) Market, a subsidiary of The
Nasdaq Stock Market Inc.
6
The liquidity of any market for the notes, and the market price quoted for
the notes, will depend on the number of holders, our performance, the market for
similar securities, the interest of securities dealers in making a market and
other factors. We cannot assure you that a liquid trading market will develop or
be maintained for the notes.
U.S. INVESTORS IN THE NOTES MAY HAVE DIFFICULTIES ENFORCING CIVIL LIABILITIES.
We are governed by the federal laws of Canada. Substantially all of our
directors, controlling persons and officers, as well as certain of the experts
named in this prospectus, are residents of Canada or other jurisdictions outside
of the United States and all or a substantial portion of their assets and all or
a substantial portion of our assets are located outside of the United States. As
a result, it may be difficult for holders of the notes to effect service within
the United States upon directors, officers and experts who are not residents of
the United States or to enforce against them in the United States judgments of
courts of the United States predicated upon civil liability under U.S. federal
securities laws. In addition, we have been advised by our Canadian counsel that
there is doubt as to the enforceability in Canada against us or against our
directors, officers and experts who are not residents of the United States, in
original actions or in actions for enforcements of judgments of courts of the
United States, of liabilities predicated solely upon U.S. federal securities
laws.
CANADIAN BANKRUPTCY AND INSOLVENCY LAWS MAY IMPAIR THE ENFORCEMENT OF REMEDIES
UNDER THE NOTES.
The rights of the trustee who represents the holders of the notes to
enforce remedies are likely to be significantly impaired by the restructuring
provisions of applicable Canadian federal bankruptcy, insolvency and other
restructuring legislation if the benefit of such legislation is sought with
respect to us. For example, both the Bankruptcy and Insolvency Act (Canada) and
the Companies' Creditors Arrangement Act (Canada) contain provisions enabling an
insolvent person to obtain a stay of proceedings against its creditors and
others and to prepare and file a proposal to be voted on by the various classes
of its affected creditors. A restructuring proposal, if accepted by the
requisite majorities of each affected class of creditors, and if approved by the
relevant Canadian court, would be binding on all creditors within each affected
class that did not vote to accept the proposal. Moreover, this legislation
permits the insolvent debtor to retain possession and administration of its
property, subject to court oversight, even though it may be in default under the
applicable debt instrument during the period the stay against proceedings
remains in place.
The powers of the court under the Bankruptcy and Insolvency Act and
particularly under the Companies' Creditors Arrangement Act have been exercised
broadly to protect a restructuring entity from actions taken by creditors and
other parties. Accordingly, we cannot predict whether payments under the notes
would be made during any proceedings in bankruptcy, insolvency or other
restructuring, whether or when the trustee could exercise its rights under the
indenture governing the notes or whether and to what extent holders of the notes
would be compensated for any delays in payment, if any, of principal, interest
and costs, including the fees and disbursements of the trustee.
RISKS RELATING TO OUR BUSINESS
WE MAY NOT SUCCESSFULLY IMPLEMENT THE STRATEGIES RELATING TO OUR ACQUISITIONS OR
ACHIEVE THE ANTICIPATED BENEFITS FROM THOSE ACQUISITIONS.
Our acquisition of our publishing assets forms part of a set of business
strategies which are based on developing a comprehensive platform of media
assets. We continue to refine our strategies, which include the offering of
multi-platform advertising solutions, the pursuit of cross-promotional
opportunities and enhanced content development. We believe that our convergence
and synergy strategies will enable us to achieve efficiencies. However, these
strategies are still under development. We cannot assure you that we will be
able to fully develop or implement these strategies or that we will realize the
anticipated benefits of these strategies. Implementation of these strategies
could also be affected by a
7
number of factors beyond our control, including operating difficulties,
increased operating costs, regulatory developments, general or local economic
conditions or increased competition. In addition, our ability to achieve other
anticipated benefits from our recent acquisitions, including cost savings and
operating efficiencies, will depend, in large part, on our ability to
successfully integrate certain of the operations of the acquired assets with our
existing operations. The success of the integration of the acquired assets will
also require the dedication of management and other personnel resources, which
may temporarily distract their attention from our day-to-day business. We cannot
assure you that we will accomplish the integration of any acquired assets
successfully.
WE MAY NOT BE ABLE TO EFFECTIVELY MANAGE OUR GROWTH.
We have recently experienced substantial growth in our business and have
significantly expanded our operations both domestically and internationally. We
have made a number of acquisitions in the past and plan to continue to make
acquisitions in the future. Certain of these acquisitions have involved
expansion into businesses in which we have historically had limited or no
involvement. We intend to continue to increase our business in Canada and in
foreign markets, further expand the types of businesses in which we are engaged
and make selective acquisitions. This growth and expansion has placed, and will
continue to place, a significant demand on management resources. To manage
growth effectively, we must maintain a high level of content quality, efficiency
and performance, continue to enhance our operational, financial and management
systems, and attract, train, motivate and manage our employees. We may not be
able to effectively manage this expansion and any failure to do so could have a
material adverse effect on our business, financial condition or results of
operations.
WE OPERATE IN HIGHLY COMPETITIVE INDUSTRIES.
Participants in the broadcasting and publishing industries depend primarily
upon the sale of advertising and paid subscriptions to generate revenue.
Competition for advertising, subscribers, viewers, listeners, readers and
distribution is intense and comes from broadcast television stations and
networks and specialty cable channels; radio; local, regional and national
newspapers; direct mail; and other communications and advertising media that
operate in these markets. Our competitors include both privately-owned companies
and government-owned market participants. In addition, there is increasing
consolidation in the Canadian broadcasting, publishing and other media
industries, and competitors increasingly include market participants with
interests in multiple industries and media. We cannot assure you that existing
and future competitors will not pursue or be capable of achieving business
strategies similar to or competitive with ours. Some of our competitors have
greater financial and other resources than we do. Our ability to compete
successfully depends on a number of factors, including our ability to secure
popular television programs and high quality editorial content, our ability to
achieve high distribution levels and subscriptions and our ability to generate
advertising revenue. We cannot assure you that we will be able to compete
successfully in the future against existing or potential competitors or that
increased competition will not have a material adverse effect on our business,
financial condition or results of operations.
WE COMPETE AND WILL CONTINUE TO COMPETE WITH ALTERNATIVE TECHNOLOGIES AND WE MAY
BE REQUIRED TO INVEST A SIGNIFICANT AMOUNT OF CAPITAL TO ADDRESS CONTINUED
TECHNOLOGICAL DEVELOPMENT.
The media industry continues to experience rapid and significant
technological changes, which may result in alternative means of program and
content transmission and which could have a material adverse effect on our
business, financial condition or results of operations. The continued growth of
the Internet has presented alternative content distribution options that compete
with traditional media. Further, in each of our broadcasting markets, industry
regulators have authorized direct-to-home satellite, microwave and cable
services, and may authorize other alternative methods of transmitting
television, radio and other content with improved speed and quality. We may not
be able to successfully compete with existing or newly developed alternative
technologies or may be required to acquire, develop or integrate new
technologies ourselves. The cost of the acquisition, development or
implementation of new technologies
8
could be significant, and our ability to fund such implementation may be limited
and could have a material adverse effect on our ability to successfully compete
in the future.
OUR REVENUE IS SUBJECT TO CYCLICAL AND SEASONAL VARIATIONS AND IS GENERATED
PRIMARILY FROM ADVERTISERS.
Our business is cyclical in nature. Because we depend upon the sale of
advertising for a substantial portion of our revenue, our operating results are
sensitive to prevailing economic conditions, including changes in local,
regional and national economic conditions, particularly as they may affect
advertising expenditures. In addition, newspaper publishing is both capital and
labor intensive and, as a result, newspapers have relatively high fixed cost
structures. During periods of economic contraction, our revenue may decrease
while some of our costs remain fixed, resulting in decreased earnings.
Similarly, because a substantial portion of revenue is derived from retail
advertisers, which have historically been sensitive to general economic cycles,
our business, financial condition or results of operations could be materially
adversely affected by a downturn in the retail sector.
Our business has experienced and is expected to continue to experience
significant seasonality due to, among other things, seasonal advertising
patterns and seasonal influences on people's viewing, reading and listening
habits. Typically, our revenue is lowest during the fourth quarter of the fiscal
year, which ends in August, and highest during the first quarter of the fiscal
year.
ACTS OF TERRORISM AND OTHER POLITICAL AND ECONOMIC DEVELOPMENTS COULD ADVERSELY
AFFECT OUR REVENUE.
Our revenue and profitability depend on the sale of advertising. Our
revenues were negatively affected by the impact of the September 11th tragedy on
advertising expenditures and, more recently, were modestly affected by war in
Iraq. If there are further acts of terrorism or other hostilities, or if other
future financial, political, economic and other uncertainties arise, this could
lead to a reduction in advertising expenditures, which could materially
adversely affect our business, financial condition or results of operations.
WE MAY BE ADVERSELY AFFECTED BY VARIATIONS IN TELEVISION PROGRAMMING ACQUISITION
COSTS.
The most significant cost in the broadcasting businesses is television
programming. We cannot assure you that our broadcasting operations will not be
exposed in the future to volatile or increased television programming costs
which may adversely affect our operating results. Developments in cable,
satellite or other forms of distribution could also affect both the availability
and the cost of programming and increase competition for advertising
expenditures. In addition, the production and distribution costs of television
and other forms of entertainment, as well as television programming costs, may
increase. Moreover, programs may be purchased for broadcasting two to three
years in advance, making it difficult to predict how such programs will perform.
In some instances, programs must be replaced before their costs have been fully
amortized, resulting in revised amortization periods or impairments that would
increase operating costs.
WE MAY BE ADVERSELY AFFECTED BY STRIKES AND OTHER LABOR PROTESTS.
We estimate that over half of our employees are represented by collective
bargaining agreements. Any strikes or other forms of labor protest could disrupt
operations and could have a material adverse effect on our business, financial
condition or results of operations. Our CHAN television station in Vancouver, as
well as our newspapers in Vancouver, The Vancouver Sun and The Province; The
Times Colonist (Victoria); the Calgary Herald; and the Ottawa Citizen have each
been subject to a strike over the past five years. These strikes have varied in
duration with the longest continuing for approximately six months (at the
Calgary Herald).
Approximately 55% of our Canadian broadcasting employees are employed under
a total of 15 collective agreements. Three of these agreements are in
negotiation or conciliation, and an additional three agreements will expire in
2004. Approximately 53% of our Canadian publishing employees are employed under
49 collective agreements. Six of these agreements are in negotiation and one
agreement will expire in 2004.
9
We cannot assure you that any of these collective agreements will be renewed on
satisfactory terms or at all, or that we will not experience any strike or other
forms of labor protest. During 2001, one of our broadcast unions applied to
consolidate 12 of our bargaining units (representing approximately 900
employees) into a single bargaining unit. Any strike or other form of labor
protest could have a material adverse effect on our business, financial
condition or results of operations.
WE MAY BE ADVERSELY AFFECTED BY VARIATIONS IN THE COST OF NEWSPRINT.
Newsprint expense represents one of our largest raw material expenses and,
after wages and employee benefits expense and programming acquisition costs, is
our most significant operating cost. Newsprint costs vary widely from time to
time and price changes in newsprint can significantly affect the overall
earnings of our publishing operations. We cannot assure you that our publishing
operations will not be exposed in the future to volatile or increased newsprint
costs which could have a material adverse effect on our business, financial
condition or results of operations.
A SIGNIFICANT PORTION OF OUR CASH FLOW FROM OPERATIONS HAS HISTORICALLY BEEN
ATTRIBUTABLE TO DISTRIBUTIONS FROM AUSTRALIA'S NETWORK TEN AND WE CANNOT ASSURE
YOU THAT SUCH DISTRIBUTIONS WILL CONTINUE AT THE SAME LEVEL OR AT ALL.
Distributions from Network TEN accounted for a significant portion of our
cash flow from operations for the year ended August 31, 2003.
Network TEN did not pay dividends in respect of its 2002 fiscal year as a
result of a non-cash write-down of the value of its investment in Eye Corp.,
although it declared an interim dividend for 2003, resulting in a $30 million
distribution to us in December 2002, and it declared interim dividends in June,
October and December 2003, resulting in total cash distributions to us in the
second quarter of 2004 of approximately $100.0 million. Network TEN maintains an
A$700.0 million credit facility; as of August 31, 2003, A$175 million was
outstanding under this facility. Additional loans under Network TEN's credit
facility would increase Network TEN's interest expense.
We do not own a majority or controlling voting interest in Network TEN, nor
do we exercise control over its management, strategic direction or daily
operations. We cannot assure you that distributions from Network TEN will
continue at a similar level or at all. A significant decline in distributions
from Network TEN could have a material adverse effect on our ability to service
our indebtedness, including principal and interest payments on the notes.
WE MAY BE ADVERSELY AFFECTED BY FOREIGN EXCHANGE FLUCTUATIONS.
Declines in the values of the currencies of Australia, New Zealand, Ireland
and the United Kingdom relative to the Canadian dollar have affected the
comparison of Canadian dollar translated amounts over periods of time. The most
significant impact relates to the Australian dollar as a result of our economic
interest in Network TEN. For example, the average rate of exchange used to
translate results from Network TEN increased 7% in fiscal 2003, compared to
2002. Had the average exchange rate remained constant over the two years, our
interest in the earnings of Network TEN in 2003 would have been $7.1 million
lower. Additionally, as of August 31, 2003, since our initial acquisition of
Network TEN in 1992, we have realized a total of $10.7 million in currency
translation losses arising from distributions made by Network TEN to us.
Virtually all of our revenue is generated in the local currencies of
countries in which we operate, while certain programming and other expenses are
incurred by us in U.S. dollars. In addition, a significant portion of our
borrowing is denominated in U.S. dollars, and interest, principal and premium,
if any, on such borrowing must be paid in U.S. dollars. As a result, we are
exposed to foreign currency exchange risk.
10
We have entered into cross currency interest rate swaps, which convert the
U.S. dollar principal and interest payable under the notes into a Canadian
dollar obligation, to hedge the foreign exchange rate risk with respect to the
notes, with the exception of US$41.8 million in notes which are not hedged. In
fiscal 2004 we have been required to make net payments of $18 million to
recoupon the swaps in order to maintain the fair value of our interest rate and
cross currency swaps within the limits prescribed under our senior credit
facility. There can be no assurances that exchange rate fluctuations in the
future will not have a material adverse effect on our ability to make payments
in respect of the notes, as we may be required to provide additional cash or
other collateral to secure our obligations in respect of our hedging
transactions.
CHANGES IN GOVERNMENT REGULATION COULD ADVERSELY AFFECT OUR BUSINESS, FINANCIAL
CONDITION OR RESULTS OF OPERATIONS.
Changes to the regulations and policies governing broadcast television,
specialty cable channels and program distribution through cable and
direct-to-home satellite services, the introduction of new regulations, policies
or terms of licenses or treatment of the tax deductibility of advertising
expenditures could have a material adverse effect on our business, financial
condition or results of operations.
Broadcasting operations are generally subject to extensive government
regulation. Regulations govern the issuance, amendment, renewal, transfer and
ownership of broadcast licenses in virtually all jurisdictions and, in some
jurisdictions, govern the timing and content of programming; the timing, content
and amount of commercial advertising; and the amount of foreign versus
domestically produced programming. In many jurisdictions, including Australia,
Canada and Northern Ireland, there are significant restrictions on the ability
of foreign entities to own or control broadcasting businesses.
Our Canadian television operations are regulated pursuant to the
Broadcasting Act (Canada). The Canadian Radio-television and Telecommunications
Commission, or CRTC, which administers the Broadcasting Act (Canada), among
other things, grants, amends and renews broadcasting licenses, approves certain
changes in corporate ownership and control and may determine and implement
broadcasting regulations and policies pursuant to the Broadcasting Act (Canada),
subject to certain directions from the federal cabinet. Television broadcasting
operations in Canada are subject to simultaneous program substitution
requirements, cable priority carriage rules, specialty service access rules,
content rules and foreign ownership restrictions, all of which we must comply
with.
Changes to the regulations and policies governing broadcast television,
specialty cable channels and program distribution through cable and
direct-to-home satellite services, the introduction of new regulations, policies
or terms of license or changes to the treatment of the tax deductibility of
advertising expenditures could have a material adverse effect on our business,
financial condition or results of operations.
On June 11, 2003, a House of Commons committee issued a report on Canada's
broadcasting system, concluding a two-year study of the current state and future
direction of Canada's broadcasting system and the efficacy of the Broadcasting
Act in meeting policy objectives. Among the 97 recommendations contained in the
Report, the Committee urged that the current restrictions on the ability of
foreign entities to own or control broadcasting businesses be maintained. The
Committee further recommended that the government issue a clear and unequivocal
policy concerning cross-media ownership. In addition, the Committee proposed
that new communications legislation be enacted to integrate the existing
Broadcasting Act, Telecommunications Act and Canadian Radio-television and
Telecommunications Act, and that the government create a single department of
communications that would take on the different broadcasting policy and
regulatory responsibilities currently divided between different government
departments and the CRTC. The Committee's recommendations are currently
undergoing government review and development of policy options with further
announcements regarding the existing restrictions on foreign ownership and
control of broadcasting businesses anticipated later in 2004. The introduction
of new laws, regulations or policies with respect to these matters could have a
material adverse effect on our business, financial condition or results of
operations.
Our operations outside of Canada are also subject to government regulation.
In Australia, our investments are subject to statutes and regulation regarding
licensing, programming standards, ownership and control of commercial
broadcasting services and administering the allocation of broadcasting frequency
spectrum. Although the New Zealand radio and television broadcasting industry
was deregulated in 1989, our New Zealand operations remain subject to
broadcasting standards and to general legislation concerning foreign investment
in New Zealand. Television broadcasting in the Republic of Ireland is regulated
with respect to, among other things, licensing, ownership and control,
advertising and programming. Our Northern Ireland operations are subject to
rules regarding licensing, foreign and other ownership restrictions, program
quality, production and content quotas. The government of the United Kingdom
has recently enacted a major revision to its broadcasting laws that, among
other things, reduces the regulation of
11
television license ownership in relation to foreign ownership, cross-media
ownership and ownership of multiple licenses in the same media sector that has
limited our ability to compete effectively in the region. We cannot assure you
that any changes to the rules and regulations affecting our operations outside
of Canada will not have a material adverse effect on the business, financial
condition or results of operations of our non-Canadian subsidiaries and
investments or our ability to maintain our ownership interests in our
non-Canadian subsidiaries and investments.
THE CRTC AND OTHER APPLICABLE BROADCASTING REGULATORY AUTHORITIES MAY NOT RENEW
OUR EXISTING BROADCASTING LICENSES OR GRANT US NEW LICENSES ON ACCEPTABLE TERMS,
OR AT ALL.
Our CRTC broadcasting licenses must be renewed from time to time, typically
every seven years, and cannot be transferred without regulatory approval. The
CRTC considered our applications for the renewal of the licenses for all of our
Canadian television stations, except CJNT (Montreal) (the license for which
expires in 2007), in 2001. New licenses were granted with effect from September
1, 2001 for the maximum seven year term. Our license for Global Prime was
renewed in 2004, for the maximum seven year term and our licenses for our
Category 1 and Category 2 digital specialty cable channels expire in 2007.
While CRTC regulations and policies do not require CRTC approval before a
broadcaster purchases an unregulated media entity, such as a newspaper, the CRTC
considered the issue of our cross-media ownership at license renewal
proceedings. The CRTC has expressed its support for the promotion of diversity
in broadcasting expression at a local and national level, primarily with respect
to news voices, and has the power to preserve diversity of voices and prevent or
address the emergence of undue competitive advantage on behalf of one licensee
where it is found to exist. As a condition of our recent license renewals,
the CRTC directed us to abide by its proposed code of conduct respecting the
maintenance of separate management over our television and print news
operations. We cannot assure you that, in future license renewal proceedings,
the CRTC will not require us to take measures which could have a material
adverse effect on the integration of our publishing assets with our broadcasting
assets and our ability to continue to realize certain of the anticipated
benefits of acquiring our publishing assets.
The licenses held by Network TEN's stations in Sydney, Melbourne, Brisbane
and Perth were renewed in 2002 and will be subject to renewal by the Australian
Broadcasting Authority in 2007. The license for Network TEN's Adelaide station
is subject to renewal in 2004. Licenses in other jurisdictions are also subject
to renewal from time to time.
Our inability to renew any of our licenses or acquire new interests or
licenses on acceptable terms, or at all, could have a material adverse effect on
our business, financial condition or results of operations. To date, we have not
had a license renewal declined.
THE COMMISSIONER UNDER THE COMPETITION ACT (CANADA) RETAINS THE RIGHT TO
CHALLENGE A TRANSACTION SUCH AS THE ACQUISITION OF OUR PUBLISHING ASSETS AT ANY
TIME UP TO THREE YEARS AFTER THE CLOSING OF THE TRANSACTION.
Under the Competition Act, a transaction satisfying prescribed thresholds
is subject to mandatory pre-merger notification to the Commissioner of
Competition and observance of a prescribed short-form or long-form waiting
period during which the parties are prohibited from closing the transaction.
Alternatively, if the Commissioner is satisfied by the parties to a proposed
transaction that there would not be sufficient grounds on which to challenge the
transaction before the Competition Tribunal, the Commissioner may issue an
advance ruling certificate, or an ARC, which exempts the transaction from the
pre-merger notification requirements.
Where the Commissioner determines a proposed transaction is likely to
prevent or lessen competition substantially, the Commissioner may apply to the
Competition Tribunal for an order prohibiting it or an order permitting it
provided certain assets are divested and other conditions are satisfied. Where
the Commissioner has completed his review and determined that grounds do not
exist to challenge a proposed transaction, the Commissioner typically advises
the parties in writing that, at that time, the Commissioner will not apply to
the Competition Tribunal for an order in respect of the transaction. Such a
"no-action"
12
letter remains subject to the Commissioner's statutory right to challenge a
transaction at any time up to three years after a transaction has been
substantially completed. However, if the parties apply for and the Commissioner
issues an ARC, and the transaction is substantially completed within one year
after the ARC is issued, the Commissioner may not apply to the Competition
Tribunal for an order in respect of the transaction solely on the basis of
information that is the same or substantially the same as the information on the
basis of which the ARC was issued.
If the Commissioner successfully challenges a completed transaction, the
Competition Tribunal may issue an order requiring divestiture of assets or
shares or dissolution of the merger. Also, with the consent of the parties, the
Competition Tribunal may issue an order to take such other action as is deemed
necessary to remedy any substantial lessening or prevention of competition the
Competition Tribunal determines would result from or would be likely to result
from the completion of the transaction.
The acquisitions of our publishing assets and the remaining 50% interest in
the National Post were subject to pre-merger notifications under the Competition
Act. The Commissioner issued a "no-action" letter prior to the closing of the
acquisition of our publishing assets and issued an ARC prior to the acquisition
of the remaining 50% interest in the National Post. Certain conditions, which
were formalized in the form of written undertakings from CanWest to the
Commissioner, have been satisfied. However, the Commissioner retains the right
to challenge our acquisition of the remaining 50% interest in the National Post
on the basis of new information at any time up to three years after it was
completed in March 2002, a right the Commissioner retains in every transaction
where an ARC has been issued.
CANWEST MAY NOT BE SUCCESSFUL IN DEFENDING A LAWSUIT WHICH HAS BEEN COMMENCED
AGAINST CANWEST AND CERTAIN OF ITS SUBSIDIARIES.
On March 5, 2001, certain plaintiffs who owned a 29.3% interest in CBL
filed a statement of claim with the Ontario Superior Court of Justice against
CanWest, certain of its subsidiaries and Israel Asper. The plaintiffs claim,
among other things, that the defendants:
- have acted in a manner that is oppressive and unfairly prejudicial to the
plaintiffs;
- have improperly favored the interests of the defendants over the
interests of CBL and the plaintiffs (including the diversion of corporate
opportunities);
- owe fiduciary duties to the plaintiffs; and
- have wrongly terminated certain contracts with the plaintiffs and
replaced them with non-arms' length contracts.
The plaintiffs are seeking, among other things, damages of $345.0 million
(including aggravated and punitive damages).
At the time of the commencement of the action, we owned 70.7% of CBL and
the plaintiffs owned the minority interest. CBL owned our Global Television
Network stations in British Columbia (CKVU), Manitoba (CKND) and Saskatchewan
(CFRE and CFSK). On May 1, 2001, CBL amalgamated with one of our indirect
wholly-owned subsidiaries to continue as CBL Amalco. Under the terms of the
amalgamation agreement, we received all of the shares of CBL Amalco and the
minority shareholders of CBL received special preference shares of CanWest.
CanWest redeemed the special preference shares for $57.7 million on December 18,
2002. We cannot assure you as to the outcome of the lawsuit, the timing or
amounts of any payments we may make in connection with the lawsuit (including
litigation expenses), whether any additional allegations or claims will be made,
how long the suit will last or as to any of the other risks inherent in any
litigation. We cannot assure you that CanWest and the other defendants will be
successful in defending this lawsuit. While we believe these claims to be
substantially without merit, a significant adverse result could have a material
adverse effect on our business, financial condition or results
13
of operations. Specifically, the lawsuit could adversely affect the value of our
equity interests in our subsidiaries named as defendants.
WE DO NOT CONTROL AND ARE NOT PERMITTED TO CONTROL SOME OF OUR BROADCASTING
ASSETS.
We do not own a majority voting interest in Australia's Network TEN, nor do
we control its management or strategic direction, and we are not permitted under
Australian law to own more than 15% of the equity of Network TEN. We do not own
a majority interest in Northern Ireland's UTV, nor do we have any representation
on its board of directors and, under a combination of current U.K. broadcasting
and securities laws, we are not permitted to own more than 29.9% of UTV. We do
not own a majority interest in TV3 and we believe it is unlikely regulatory
authorities in the Republic of Ireland would permit us to own more than 45% of
TV3. We cannot assure you that any or all of Network TEN, UTV and TV3 will not
take any actions that could have a material adverse effect on our economic or
ownership interest in such entities.
WE MAY BE ADVERSELY AFFECTED BY CHANGES IN GOVERNMENT INCENTIVE PROGRAMS FOR
CANADIAN PROGRAM PRODUCTION.
The CRTC requires Canadian broadcasters to broadcast certain amounts of
content of Canadian origin. Often, a portion of the production budgets of
Canadian programs is financed by Canadian government agencies and incentive
programs, such as the Canadian Television Fund, Telefilm Canada and federal and
provincial tax credits. There can be no assurances that such financing will
continue to be available at current levels, or at all. Reductions or other
changes in the policies of Canada or its provinces in connection with their
incentive programs could have an adverse effect on our business, financial
condition or results of operations.
WE ARE SUBJECT TO EXTENSIVE ENVIRONMENTAL AND OTHER REGULATIONS.
We are subject to a variety of Canadian and foreign environmental laws and
regulations concerning emissions to the air, water and sewer discharges,
handling, storage and disposal of wastes, recycling, remediation of contaminated
sites, or otherwise relating to protection of the environment. Environmental
laws and regulations and their interpretation have changed rapidly in recent
years and may continue to do so in the future. Failure to comply with present or
future laws or regulations could result in substantial liability to us. Our
properties, as well as areas surrounding those properties, particularly those in
areas of long-term industrial use, may have had historic uses (or may have
current uses, in the case of surrounding properties) which may affect our
properties and require further study or remedial measures. We cannot assure you
that we have identified all of our environmental liabilities, that any prior
owner of our properties did not create a material environmental condition not
known to us, or that a material environmental condition does not otherwise exist
at any of our properties.
14
RATIO OF EARNINGS TO FIXED CHARGES
The ratio of our earnings to fixed charges is set forth below for the
three months ended November 30, 2003 and for each year in the five-year period
ended August 31, 2003.
For purposes of computing the following ratios, earnings represents income
from continuing operations before fixed charges and taxes. Fixed charges
represent financing expense including amortization, preferred dividend and the
interest component of rent expense.
THREE
MONTHS
ENDED
NOVEMBER 30, YEAR ENDED AUGUST 31,
------------ ---------------------
Unaudited 2003 2003 2002 2001 2000 1999
---- ---- ---- ---- ---- ----
Ratio of Earnings to Fixed Charges 1.7x 1.2x 1.3x 1.1x 4.6x 4.7x
USE OF PROCEEDS
The notes offered by this prospectus are being sold by the selling
securityholder for the selling securityholder's own account. Accordingly, we
will not receive any proceeds from the resale of the notes. The selling
securityholder is entitled to use the proceeds received from the resale of the
notes as the selling securityholder sees fit. We will pay all of the expenses
incurred in connection with the registration of the notes other than any
brokerage discounts and commissions, which will be paid by the selling
securityholder. We estimate these expenses, including SEC registration fees,
legal fees and accounting fees, to be approximately US$92,800.
15
CAPITALIZATION AND INDEBTEDNESS
The following table sets forth our actual capitalization on December 31,
2003.
You should read the information contained in the following table in
conjunction with "Management's Discussion and Analysis of Financial Condition
and Results of Operations" and the consolidated financial statements and the
notes thereto of Network TEN and us, which are incorporated herein by reference.
<Table>
<Caption>
December 31, 2003
------------------------------------------
(DOLLARS IN THOUSANDS)
(UNAUDITED)
Cash........................................................ $ 51,473
Credit facility(1).......................................... 1,383,800
Other secured debt.......................................... 27,235
----------
Total secured debt........................................ 1,411,035
Existing 7 5/8% senior unsecured notes...................... 294,700
Existing 10 5/8% senior subordinated notes.................. 705,840
----------
Total debt(2)............................................. 2,411,575
Shareholder's equity........................................ 2,360,128
----------
Total capitalization........................................ $4,771,703
==========
</Table>
- ---------------
(1) On December 31, 2003, outstanding letters of credit utilized an additional
$55.0 million of credit available under this facility.
(2) For the purposes of calculating total debt under the indenture governing the
notes, total debt is adjusted to exclude $27.2 million of non-recourse debt
of unrestricted subsidiaries, but to include $61.5 million of letters of
credit. Under Canadian GAAP, our total debt does not include the outstanding
balance of the CMI notes ($781.5 million on December 31, 2003) issued by us
to our direct parent in connection with the acquisition of our publishing
assets. Rather, this amount is included in shareholder's equity and interest
thereon (net of income taxes) is charged to retained earnings. This
classification is permitted under Canadian GAAP because we have the option
of paying all of our principal and interest obligations under the CMI notes
with cash or shares. Under U.S. GAAP, the outstanding balance of the CMI
notes is included under total debt and interest thereon is charged to
earnings.
16
SELLING SECURITYHOLDER
This prospectus is related to the offer and resale of up to US$41,880,457
principal amount of 10 5/8% series A senior subordinated notes due 2011 from
time to time by an affiliate, CanWest Communications Corporation, whom we refer
to as the selling securityholder. On May 17, 2001, we issued $60.7 million of
our 10 5/8% Canadian dollar denominated senior subordinated notes due 2011 to
the selling securityholder. On June 5, 2003, the selling securityholder
converted approximately $56.1 million of these notes into US$41,880,457 of U.S.
dollar denominated notes, which are being offered under this prospectus. The
notes offered hereby are substantially identical to our existing senior
subordinated notes. The notes rank pari passu in right of payment with our
existing senior subordinated notes. As would be the case with any notes issued
under the indenture governing our existing senior subordinated notes, the notes
will be disregarded as though they were not outstanding in determining whether
the holders of the required principal amount of our existing senior subordinated
notes issued under that indenture have concurred in any declaration of
acceleration, notice of default, direction, waiver or modification to that
indenture so long as they are held by one of our affiliates, such as CanWest
Communications Corporation. However, when held by any non-affiliate, the notes
will be regarded as outstanding for such purposes, meaning the aggregate
principal amount of all notes issued under that indenture and held by
non-affiliates will be considered in determining any such required principal
amount.
Because the selling securityholder may offer all, some or none of
the notes, no estimate as to the amount of the notes that will be held by the
selling securityholder after this offering can be provided. The following table
shows the name of the selling securityholder, the amount of notes that may be
sold for its account pursuant to this prospectus and the percentage ownership of
notes owned by the selling securityholder before this offering.
NAME AND ADDRESS OF AMOUNT OF NOTES OFFERED
SELLING SECURITYHOLDER BY THIS PROSPECTUS PERCENTAGE OWNERSHIP OF NOTES
CanWest Communications US$41,880,457 8.9%(1)
Corporation
31st Floor, TD Centre
201 Portage Avenue
Winnipeg, Manitoba
Canada R3B 3L7
(1) Assumes that the Canadian dollar denominated portion of our existing senior
subordinated notes were converted into U.S. dollar denominated notes at
$0.75, the rate of exchange in effect at the time the notes offered by this
prospectus were converted from Canadian dollar denominated notes to U.S.
dollar denominated notes.
The selling securityholder is controlled by trusts for the benefit of
members of the family of the late I.H. Asper, including his three children,
David A. Asper, Gail S. Asper and Leonard J. Asper (our Chief Executive Officer,
President and Director), who are senior officers and directors of CanWest, and
his widow, Mrs. Ruth M. Asper. As of January 31, 2004, the selling
securityholder beneficially owned (determined according to the rules of the SEC)
76,785,976 multiple voting shares of CanWest 3,462,874 subordinate
voting shares of CanWest. As of January 31, 2004, David A. Asper, Gail S. Asper,
Leonard J. Asper, and Ruth M. Asper indirectly owned 246,359 subordinate
voting shares as trustees of the Asper Foundation Inc. Accordingly,
approximately 89% of the voting power of CanWest is controlled by the selling
securityholder. Multiple voting shares are convertible into subordinate voting
shares on a one-for-one basis at any time, subordinate voting shares are
convertible into non-voting shares on a one-for-one basis at any time.
17
DESCRIPTION OF THE NOTES
Please see Exhibit A for a description of the notes offered hereby.
MARKET PRICES OF THE NOTES
In general, there has been limited trading of the notes. Prices and
trading volumes of the notes in the over-the-counter market are not reported and
can be difficult to monitor. Quotations for securities that are not widely
traded, such as the notes, may differ from actual trading prices and should be
viewed as approximations. You are urged to contact your broker with respect to
current information regarding the notes.
TAX CONSEQUENCES
UNITED STATES INCOME TAX CONSEQUENCES
The following is a general discussion of the material U.S. federal income
tax consequences of the purchase, ownership and disposition of the notes to
purchasers of the notes that are U.S. Holders (as defined below) and that
purchase the notes from the selling securityholder. This discussion is based on
currently existing provisions of the Code, existing, temporary and proposed
Treasury Regulations, and administrative and judicial interpretations of the
Code and the Treasury Regulations, all as in effect or proposed on the date of
this prospectus and all of which are subject to change, possibly with
retroactive effect, or different interpretations. When we say the Code and the
Treasury Regulations, we mean the U.S. Internal Revenue Code of 1986, as
amended, and the regulations promulgated under the Code, respectively. This
discussion does not address the tax consequences to subsequent purchasers of
notes and is limited to purchasers who hold the notes as capital assets, within
the meaning of Section 1221 of the Code. This discussion is for general
information only and does not address all of the tax consequences that may be
relevant to you in light of your personal circumstances or if you are a
financial institution, insurance company, tax-exempt entity, partnership or
other passthrough entity, dealer in securities or a person who has hedged the
risk of owning a note.
YOU ARE URGED TO CONSULT WITH YOUR OWN TAX ADVISORS AS TO THE PARTICULAR
TAX CONSEQUENCES TO YOU OF THE PURCHASE, OWNERSHIP AND DISPOSITION OF THE NOTES,
INCLUDING THE APPLICABILITY OF ANY U.S. FEDERAL TAX LAWS OR ANY STATE, LOCAL OR
FOREIGN TAX LAWS, AND ANY CHANGES (OR PROPOSED CHANGES) IN APPLICABLE TAX LAWS
OR INTERPRETATIONS OF THOSE TAX LAWS. THIS DISCUSSION APPLIES ONLY TO A
PURCHASER OF U.S. DOLLAR DENOMINATED NOTES.
U.S. FEDERAL INCOME TAXATION OF U.S. HOLDERS
In this prospectus, when we say "U.S. Holder," we mean a holder of a note
that is, for U.S. federal income tax purposes, (i) an individual who is a
citizen or resident of the United States, (ii) a corporation or other entity
taxable as a corporation created or organized in the United States or under the
laws of the United States or of any state of the United States (or the District
of Columbia), (iii) an estate the income of which is includable in gross income
for U.S. federal income tax purposes regardless of its source or (iv) a trust if
a U.S. court is able to exercise primary supervision over the trust's
administration and one or more U.S. fiduciaries has authority to control all
substantial decisions of the trust or certain trusts that have elected to be
treated as U.S. Holders.
INTEREST
Interest paid on a note, including any Additional Amounts paid as a result
of the imposition of Canadian withholding taxes (see " - Canadian Income Tax
Considerations"), will be taxable to a U.S. Holder as ordinary interest income,
generally at the time it is received or accrued, in accordance with such
holder's regular method of accounting for U.S. federal income tax purposes.
18
MARKET DISCOUNT AND PREMIUM
A U.S. Holder that purchases a note at a price less than its stated
principal amount would be treated for U.S. federal income tax purposes as having
purchased the note with market discount, subject to a de minimis exception. In
the case of a note having market discount, a U.S. Holder will be required to
treat any partial principal payment received with respect to, and any gain
recognized upon the sale or other disposition of, such note as ordinary income
to the extent of the market discount that accrued while such U.S. Holder held
the note, unless such U.S. Holder elects to include market discount annually in
gross income as the market discount accrues over time (on a ratable basis or, at
the election of the U.S. Holder, a constant yield basis). Such election, once
made, is irrevocable. In addition, a U.S. Holder that holds a note with market
discount, and that does not elect to accrue market discount into gross income
over time, may be required to defer the deduction of interest expense incurred
or continued to purchase or carry the note.
Furthermore, if a note is purchased by a U.S. Holder with a more than de
minimis market discount and is subsequently disposed of in a transaction that is
nontaxable in whole or in part (other than certain transactions described in
Section 1276(d) of the Code), accrued market discount will be includible in
gross income as ordinary income as if such U.S. Holder had sold the note at its
then fair market value in a taxable disposition.
A U.S. Holder that purchases a note for an amount in excess of its stated
principal amount may elect to treat the excess as "amortizable bond premium," in
which case the amount required to be included in the U.S. Holder's gross income
each year with respect to interest on the note will be reduced by the amount of
amortizable bond premium allocable (based on the note's yield to maturity) to
that year. Any election to amortize bond premium will apply to all notes held by
the U.S. Holder at the beginning of the first taxable year to which the election
applies or thereafter acquired by the U.S. Holder and is irrevocable without
consent of the Internal Revenue Service, or the IRS.
SALE OR OTHER DISPOSITION
Upon the sale, redemption, retirement at maturity or other taxable
disposition of a note, a U.S. Holder generally will recognize gain or loss equal
to the difference between the sum of cash plus the fair market value of all
other property received on such disposition (except to the extent such cash or
property is attributable to accrued but unpaid interest that has not previously
been included in the holder's income, which amounts will be taxable as ordinary
income) and such U.S. Holder's tax basis for the note. A U.S. Holder's tax basis
for the note generally will equal the holder's cost of the note, increased by
any market discount included by the holder in income, and reduced by any
principal payments received by such U.S. Holder.
Gain or loss recognized on the disposition of a note generally will be
capital gain or loss (except to the extent attributable to accrued market
discount as described above) and will be long-term capital gain or loss if, at
the time of such disposition, the note had been held for more than one year. In
the case of a U.S. Holder who is an individual, a maximum capital gains rate of
15% will apply if the note will have been held for more than one year. The
deductibility of capital losses is subject to limitations under the Code.
FOREIGN TAX CREDIT CONSIDERATIONS
Interest (including Additional Amounts) will constitute income from
sources outside the United States for U.S. foreign tax credit purposes. Payment
of interest on the notes will not be subject to Canadian withholding tax. See "
- - Canadian Income Tax Considerations." If, however, the cash interest payments
on the notes become subject to Canadian withholding taxes, U.S. Holders will be
treated as having actually received the amount of such taxes withheld and as
having paid such amount to the Canadian taxing authorities. As a result, the
amount of interest income included in gross income by a U.S. Holder will
generally be greater than the amount of cash actually received by the U.S.
Holder from us with respect to such interest income. A U.S. Holder may be able,
subject to generally applicable limitations, to claim a foreign tax credit or
take a deduction for Canadian withholding taxes imposed on interest payments
(including Additional Amounts). Interest income (including Additional Amounts)
generally will constitute "passive income" or "financial services income" for
foreign tax credit purposes. If, however, Canadian withholding tax is imposed at
a rate of 5% or more, that income will constitute "high withholding tax
interest." Gain or loss on the sale, redemption, retirement at maturity or other
taxable disposition of a note will generally constitute U.S. source income or
loss for U.S. foreign tax credit purposes.
BACKUP WITHHOLDING AND INFORMATION REPORTING
Backup withholding and information reporting requirements may apply to
certain payments of principal, premium, if any, and interest on a note and to
proceeds of the sale or other disposition of a note before maturity. We, or our
agents or a broker, as the case may be, will be required to withhold from any
payment that is subject to backup withholding a tax (currently at the rate of
28%) if a U.S. Holder fails to furnish its taxpayer identification number
(social security or employer identification number), certify that such number is
correct, certify that such U.S. Holder is not subject to backup withholding or
otherwise comply with the applicable requirements of the backup withholding
rules. Certain U.S. Holders, including all corporations, are not subject to
backup withholding and information reporting requirements. Any amounts withheld
under the backup withholding rules from a payment to a U.S. Holder will be
allowed as a credit against such U.S. Holder's U.S. federal income tax and may
entitle the U.S. Holder to a refund, provided that the required information is
furnished to the IRS.
19
CANADIAN INCOME TAX CONSIDERATIONS
The following summarizes the principal Canadian federal income tax
considerations as of the date hereof under the Canadian Tax Act, the Regulations
and the administrative practice of the CCRA generally applicable to a holder of
notes who acquires notes hereunder and who is a Non-Resident Holder. When we say
the "Canadian Tax Act," "the Regulations" and the "CCRA," we mean the Income Tax
Act (Canada), the regulations adopted under the Canadian Tax Act and the Canada
Customs and Revenue Agency, respectively. When we say "Non-Resident Holder," we
mean a holder who, for purposes of the Canadian Tax Act, deals at arm's length
with us, is not affiliated with us, is not, and is not deemed to be a resident
of Canada and who does not use or hold, and is not deemed to use or hold, the
notes in the course of carrying on a business in Canada and, in the case of a
person who carries on an insurance business in Canada and elsewhere, establishes
that the notes are not "designated insurance property" and are not effectively
connected with such insurance business carried on in Canada.
This summary is based on the provisions of the Canadian Tax Act in force on
the date hereof and the Regulations, proposed amendments to the Canadian Tax Act
and the Regulations publicly announced prior to the date of this prospectus by
the federal Minister of Finance and the current published administrative
practices and assessing policies of the CCRA. This summary does not otherwise
take into account or anticipate any other changes in law or administrative
practice, whether by legislative, governmental or judicial action, nor does it
take into account provincial or foreign income tax considerations.
THIS SUMMARY OF CANADIAN FEDERAL INCOME TAX CONSIDERATIONS IS OF A GENERAL
NATURE ONLY AND IS NOT, AND SHOULD NOT BE CONSTRUED TO BE, ADVICE TO YOU. YOU
SHOULD CONSULT WITH YOUR TAX ADVISORS FOR ADVICE REGARDING THE INCOME TAX
CONSIDERATIONS APPLICABLE TO YOU.
The payment by us of interest, principal or premium on the notes to a
Non-Resident Holder will be exempt from Canadian withholding tax.
No other tax on income (including taxable capital gains) will be payable by
a Non-Resident Holder under the Canadian Tax Act in respect of the holding, sale
or redemption of the notes or the receipt from us of interest, principal or
premium thereon.
EACH PROSPECTIVE INVESTOR SHOULD CONSULT ITS OWN TAX ADVISOR AS TO THE
SPECIFIC CONSEQUENCES TO SUCH INVESTOR OF INVESTING IN THE NOTES.
CANADIAN TRANSFER RESTRICTIONS
A prospectus has not been filed under the securities laws of any Province
or Territory of Canada to qualify the resale of the notes in such jurisdictions.
The notes may not be sold, directly or indirectly, in Canada or to or for the
account of any resident of Canada in contravention of the applicable securities
laws of any Province or Territory of Canada. Accordingly, any resale of the
notes in Canada to or for the account of any resident of Canada must be made (i)
through an appropriately registered dealer or in accordance with an exemption
from the dealer registration requirements of applicable securities laws; and
(ii) in accordance with, or pursuant to an exemption from, the prospectus
requirements of such laws, which vary depending on the Province or Territory. We
are not a "reporting issuer" in any Province or Territory of Canada. Purchasers
of the notes are advised to consult their own legal advisors prior to any resale
of the notes.
20
PLAN OF DISTRIBUTION
We are registering the notes covered by this prospectus to permit the
selling securityholder to conduct public secondary trading of the notes from
time to time after the date of this prospectus. We have agreed to bear all
expenses, other than underwriting discounts and commissions, in connection with
the registration and sale of the notes covered by this prospectus.
We will not receive any of the proceeds from the offering of the notes by
the selling securityholder. We have been advised by the selling securityholder
that it may sell all or a portion of the notes beneficially owned by it and
offered hereby from time to time:
- directly; or
- through underwriters, broker-dealers or agents, who may receive
compensation in the form of discounts or commissions from the
selling securityholder or from the purchasers of the notes for whom
they may act as agent.
The notes may be sold from time to time in one or more transactions at:
- fixed prices, which may be changed;
- prevailing market prices at the time of sale;
- varying prices determined at the time of sale; or
- negotiated prices.
These prices will be determined by the holder of the securities or by agreement
between that holder and underwriters or dealers who may receive fees or
commissions in connection with the sale. The aggregate proceeds to the selling
securityholder from the sale of the notes offered by it hereby will be the
purchase price of the notes less discounts and commissions, if any.
The sales described in the preceding paragraph may be effected in
transactions:
- on any national securities exchange or quotation service on which
the notes may be listed or quoted at the time of sale;
- in the over-the-counter market;
- in transactions other than on a national securities exchange or
quotation service or in the over-the-counter market; or
- through the writing of options.
These transactions may include block transactions or crosses. Crosses are
transactions in which the same broker acts as an agent on both sides of the
trade.
In connection with sales of the notes, the selling securityholder may
enter into hedging transactions with broker-dealers, which may in turn engage in
short sales of the notes, short and deliver notes to close out the short
positions, or loan or pledge notes to broker-dealers that in turn may sell the
notes.
To our knowledge, there are currently no plans, arrangements or
understandings between the selling securityholder and any underwriter,
broker-dealer or agent regarding the sale of the notes by the selling
securityholder. The selling securityholder may not sell any, or may not sell
all, of the notes offered by it pursuant to this prospectus. In addition, we
cannot assure you that the selling securityholder will not transfer, devise or
gift the notes by other means not described in this prospectus. In addition, any
securities covered by this prospectus which qualify for sale pursuant to Rule
144 or Rule 144A of the Securities Act may be sold under Rule 144 or Rule 144A
rather than pursuant to this prospectus.
The selling securityholder and any broker and any broker-dealers, agents
or underwriters that participate with the selling securityholder in the
distribution of the notes may be deemed to be "underwriters" within the meaning
of the Securities Act. In this case, any commissions received by these
broker-dealers, agents or underwriters and any profit on the resale of the notes
purchased by them may be deemed to be underwriting commissions or discounts
under the Securities Act. In addition, any profits realized by the selling
securityholder may be deemed to be underwriting commissions.
We sold the notes to the selling securityholder in May 2001 in a
transaction exempt from the registration requirements of the Securities Act
pursuant to Regulation S under the Securities Act. We have agreed to indemnify
the selling securityholder, its officers, directors and employees, any
underwriter for the selling securityholder and each person, if any, who controls
the selling securityholder or any underwriter for the selling securityholder
within the meaning of either Section 15 of the Securities Act, Section 20 of the
Exchange Act or applicable Canadian securities laws. The selling securityholder
has agreed to indemnify us and each of our officers, directors, employees and
each person, if any, who controls us within the meaning of either Section 15 of
the Securities Act, Section 20 of the Exchange Act or applicable Canadian
securities laws.
The selling securityholder and any other person participating in a
distribution will be subject to the Exchange Act. The Exchange Act rules
include, without limitation, Regulation M, which may limit the timing of
purchases and sales of any of the notes by the selling securityholder and any
such other person. In addition, Regulation M of the Exchange Act may restrict
the ability of any person engaged in the distribution of the notes to engage in
market-marking activities with respect to the particular notes being distributed
for a period of up to five business days prior to the commencement of the
distribution. This may affect the marketability of the notes and the ability of
any person or entity to engage in market-making activities with respect to the
notes.
21
ENFORCEABILITY OF CIVIL LIABILITIES
We are governed by the federal laws of Canada. Substantially all of our
directors, controlling persons and officers, as well as certain of the experts
named in this prospectus, are residents of Canada or other jurisdictions outside
of the United States and all or a substantial portion of their assets and all or
a substantial portion of our assets are located outside of the United States. We
have agreed, in accordance with the terms of the indenture under which the
notes were issued, to accept service of process in any suit, action or
proceeding with respect to the indenture or the notes brought in any federal or
state court located in New York City by an agent designated for such purpose,
and to submit to the jurisdiction of such courts in connection with such suits,
actions or proceedings. However, it may be difficult for holders of the notes to
effect service within the United States upon directors, officers and experts who
are not residents of the United States or to enforce against them in the United
States judgments of courts of the United States predicated upon civil liability
under U.S. federal securities laws. We have been advised by Osler, Hoskin &
Harcourt LLP, our Canadian counsel, that there is doubt as to the enforceability
in Canada against us or against our directors, officers and experts who are not
residents of the United States, in original actions or in actions for
enforcement of judgments of courts of the United States, of liabilities
predicated solely upon U.S. federal securities laws.
22
FORWARD-LOOKING STATEMENTS
This prospectus contains forward-looking statements. Whenever a statement
is not simply a statement of historical fact (such as a statement that includes
the words "believe," "expect," "anticipate," "estimate," "project," and other
similar expressions), our expectations may not be correct, even though we
believe on the date of this prospectus that they are reasonable. We do not
guarantee that the transactions and events described in this prospectus will
happen as described (or that they will happen at all). Read this prospectus
completely and with the understanding that actual future results may be
materially different from what we expect. We will not update these
forward-looking statements, even though our situation may change in the future,
except as required by law.
Whether actual results will conform with our present expectations and
predictions is subject to a number of risks and uncertainties including, without
limitation, the following risk factors and the other risk factors discussed in
this prospectus:
- our outstanding indebtedness and our leverage;
- our ability to incur substantially more indebtedness;
- restrictions imposed by the terms of our indebtedness;
- our ability to successfully implement our business and operating
strategies;
- our ability to effectively manage our growth; and
- the highly competitive nature of the industry in which we operate.
23
EXCHANGE RATE INFORMATION
The following table sets forth, for the periods indicated, the average,
high, low and end of period exchange rates between U.S. dollars and Canadian
dollars based on the noon rates of exchange as reported by the Bank of Canada
expressed in U.S. dollars per Cdn$1.00. On February 24, 2004, the noon rate was
Cdn$1.00 equals US$0.7530.
<Table>
<Caption>
YEAR ENDED AVERAGE(1) HIGH LOW PERIOD END
- ---------- ---------- ------ ------ ----------
August 31, 2003............................... 0.6944 0.7495 0.6350 0.7220
August 31, 2002............................... 0.6358 0.6618 0.6199 0.6415
August 31, 2001............................... 0.6539 0.6787 0.6334 0.6461
August 31, 2000............................... 0.6805 0.6969 0.6629 0.6793
August 31, 1999............................... 0.6643 0.6891 0.6423 0.6682
</Table>
<Table>
<Caption>
THREE MONTHS ENDED AVERAGE(1) HIGH LOW PERIOD END
- ---------------- ---------- ------ ------ ----------
November 30, 2003........................ 0.7563 0.7708 0.7206 0.7708
November 30, 2002........................ 0.6368 0.6439 0.6273 0.6388
</Table>
<Table>
<Caption>
MONTH ENDED AVERAGE(2) HIGH LOW PERIOD END
- ----------- ---------- ------ ------ ----------
January 31, 2004............................... 0.7548 0.7744 0.7685 0.7711
December 31, 2003.............................. 0.7713 0.7647 0.7588 0.7620
November 30, 2003.............................. 0.7698 0.7644 0.7593 0.7620
October 31, 2003............................... 0.7584 0.7581 0.7530 0.7560
September 30, 2003............................. 0.7408 0.7356 0.7303 0.7337
August 31, 2003................................ 0.7143 0.7228 0.7093 0.7220
</Table>
- ---------------
(1) The average of the exchange rates on the last day of each month during the
applicable period.
(2) The average of the exchange rates for all days during the applicable month.
CANADA HAS NO SYSTEM OF EXCHANGE CONTROLS. THERE ARE NO CANADIAN
RESTRICTIONS ON THE REPATRIATION OF CAPITAL OR EARNINGS OF A CANADIAN COMPANY TO
NON-RESIDENT INVESTORS. THERE ARE NO LAWS OF CANADA OR EXCHANGE RESTRICTIONS
AFFECTING THE REMITTANCE OF DIVIDENDS, INTEREST, ROYALTIES OR SIMILAR PAYMENTS
TO NON-RESIDENT HOLDERS OF OUR SECURITIES.
In this prospectus, "Cdn$" or "$" means Canadian dollars, and "US$" means
U.S. dollars.
On February 24, 2004, the Bank of Canada noon rate for Canadian dollars
was US$ 0.7530 per Cdn$1.00.
24
LEGAL MATTERS
Certain legal matters will be passed upon for us by Kaye Scholer LLP, New
York, New York (concerning matters of U.S. law), Osler, Hoskin & Harcourt LLP,
Toronto, Ontario (concerning matters of the laws of the Province of Ontario and
the federal laws of Canada applicable therein), Russell McVeagh, New Zealand
(concerning matters of New Zealand law), Fasken Martineau DuMoulin LLP,
Montreal, Quebec, Canada (concerning matters of the laws of the Province of
Quebec and the federal laws of Canada applicable therein), Pitblado, Winnipeg,
Manitoba, Canada (concerning matters of the laws of the Province of Manitoba and
the federal laws of Canada applicable therein), Nauta Dutilh, Rotterdam, The
Netherlands (concerning matters of the laws of The Netherlands), Torys LLP,
Toronto, Ontario, Canada (concerning matters of the laws of the Province of
Ontario and the laws of Canada applicable therein) and Chancery Chambers,
Bridgetown, Barbados (concerning matters of Barbados law). Partners of Kaye
Scholer LLP, Osler, Hoskin & Harcourt LLP, Russell McVeagh, Fasken Martineau
DuMoulin LLP, Pitblado, Nauta Dutilh, Torys LLP and Chancery Chambers own less
than 1% of the outstanding subordinate voting shares and non-voting shares of
CanWest.
INDEPENDENT ACCOUNTANTS
Our audited consolidated financial statements as of August 31, 2003 and
2001 and for each of the three years in the period ended August 31, 2003 which
are incorporated herein by reference have been audited by PricewaterhouseCoopers
LLP, independent accountants, Winnipeg, Canada, as stated in their report
incorporated herein by reference.
We have also incorporated herein by reference the audited consolidated
financial statements of the Ten Group Pty Limited as of August 31, 2003 and 2002
and for the each of the three years in the period ended August 31, 2003, which
have been audited by PricewaterhouseCoopers, independent accountants, Sydney,
Australia, as stated in their report incorporated herein by reference.
With respect to our unaudited financial information for the three month
period ended November 30, 2003 incorporated by reference in this prospectus,
PricewaterhouseCoopers LLP reported that they have applied limited procedures in
accordance with Canadian professional standards for a review of such
information. However, their separate reports dated January 21, 2004 appearing in
our Report of Foreign Private Issuer on Form 6-K submitted on February 13, 2004
are not incorporated by reference into this document as their report was
prepared for purposes other than this registration statement as noted in their
report. Further, their report states that they did not audit and they do not
express an opinion on that unaudited financial information. Accordingly, the
degree of reliance on their report on such information should be restricted in
light of the limited nature of the review procedures applied.
PricewaterhouseCoopers LLP is not subject to the liability provisions of Section
11 of the Securities Act of 1933 for their report on the unaudited financial
information because that report is not a "report" or a "part" of the
registration statement prepared or certified by PricewaterhouseCoopers LLP
within the meaning of Sections 7 and 11 of the Act.
25
WHERE YOU CAN FIND MORE INFORMATION
We have filed a registration statement on Form F-3 with the SEC with
respect to the notes offered under this prospectus. This prospectus, which
constitutes a part of the registration statement, does not contain all of the
information in the registration statement or the exhibits and schedules that are
part of the registration statement. For further information regarding us and the
notes being offered, you should review the registration statement and the
exhibits filed as a part of the registration statement. The exhibits to the
registration statement should be referenced for the complete contents of those
contracts and documents. The registration statement, including the exhibits, and
the annual and current reports and other information we file with the SEC, may
be inspected without charge at the public reference facilities maintained by the
SEC in Room 1024, 450 Fifth Street, N.W. Washington, D.C. 20549. Copies of all
or any part of the registration statement may be obtained from this office after
payment of fees prescribed by the SEC. Please call the SEC at 1-800-SEC-0330 for
further information on the public reference rooms. The registration statement is
also available to you on the SEC's website at www.sec.gov.
We are a foreign private issuer as defined in Rule 405 of the Securities
Act. As a foreign private issuer, we are exempt from the rules and regulations
under the Securities Exchange Act of 1934, as amended, prescribing certain
disclosure and procedural requirements for proxy solicitations and, with respect
to the purchases and sales of our securities, our officers, directors and
principal shareholders are exempt from the reporting and "short swing" profit
recovery provisions contained in Section 16 of the Exchange Act and the rules
and regulations thereunder. We have agreed to furnish to holders of notes upon
request the information required to be delivered pursuant to Rule 144A(d)(4)
under the Securities Act. We have also agreed that, for so long as any notes
remain outstanding, if (1) CanWest is required to file periodic reports with the
SEC under the Exchange Act and is in compliance with such requirements and (2)
we are required to make publicly available periodic reports at least quarterly
and annually under applicable Canadian law and we file such reports on the
SEDAR(R) system or any successor system, then we will furnish to the holders of
notes within the time periods specified in the applicable rules and regulations,
all such periodic reports so required to be made publicly available. If either
we or CanWest do not file the above noted periodic reports, we will furnish to
the holders of notes within the time periods specified in the SEC's rules and
regulations all quarterly and annual financial information that would be
required to be contained in a filing with the SEC on Forms 20-F, 40-F and 6-K,
if we were required to file such forms, and we will file a copy of all such
information and reports with the SEC for public availability within the time
periods specified in the SEC's rules and regulations (unless the SEC will not
accept such a filing that does not contain all the information required by the
SEC's rules and regulations) and make such information available to prospective
investors upon request. All of the reports required as described in this
paragraph will include a "Management's Discussion and Analysis of Financial
Condition and Results of Operations" and, with respect to the annual information
only, a report
26
on the annual financial statements by our chartered accountants. CanWest's
Exchange Act file number is 1-14148. Our Exchange Act file number is 333-13878.
INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE
We are incorporating by reference into this prospectus certain information
that we file with the SEC, which means that we are disclosing to you important
information about us and our financial condition not contained in this
prospectus by referring you to those documents that are considered part of this
prospectus. This prospectus incorporates by reference the documents set forth
below that we have previously filed with the SEC:
- Our Annual Report on Form 20-F for the fiscal year ended August 31,
2003, filed on February 26, 2004; and
- Our Report of Foreign Private Issuer on Form 6-K submitted
February 13, 2004.
All subsequent filings that we make on Form 20-F filed prior to the
termination of this offering, shall be deemed to be incorporated by reference
into this prospectus. In addition, we may incorporate any documents we
subsequently file on Form 6-K by identifying in such forms that they are being
incorporated by reference herein. Our file number for documents filed under the
Exchange Act is 333-13878. We will provide, without charge, to any person who
receives a copy of this prospectus, upon such recipient's written or oral
request, a copy of any document this prospectus incorporates by reference,
other than exhibits to such incorporated documents, unless such exhibits are
specifically incorporated by reference in such incorporated documents. Requests
should be directed to:
CanWest Media Inc.
31st Floor, TD Centre
201 Portage Avenue
Winnipeg, Manitoba, Canada R3B 3L7
(204) 956-2025
Attention: Leonard J. Asper
Any statement contained in this prospectus or in a document incorporated
by reference into this prospectus shall be deemed to be modified or superseded
to the extent that such statement is made in any subsequently filed document.
Any such statement so modified or superseded shall not be deemed, except as so
modified or superseded, to constitute a part of this prospectus.
27
EXHIBIT A
DESCRIPTION OF THE NOTES
This prospectus is related to the offer and resale of up to US$41.9 million
principal amount of 10 5/8% series A senior subordinated notes due 2011 from
time to time by the selling securityholder. On May 17, 2001, we issued $60.7
million of our Canadian dollar denominated 10 5/8% senior subordinated notes due
2011 to the selling securityholder. On June 5, 2003, the selling securityholder
converted $56.1 million of these notes into US$41.9 million of U.S. dollar
denominated notes, which are being offered under this prospectus. The notes
offered hereby are substantially identical to our existing senior subordinated
notes.
The following is a description of our existing senior subordinated notes
and the notes, and references to the "notes" set forth below refer to the notes
and our existing senior subordinated notes (including the remaining Cdn$4.6
million 10 5/8% series A senior subordinated notes due 2011 which have not, as
of the date hereof, been converted into U.S. dollar denominated notes).
The notes were issued under an indenture, dated as of May 17, 2001, by and
among the Guarantors, The Bank of New York, as trustee, and us, a copy of which
is incorporated by reference as an exhibit to the registration statement of
which this prospectus forms a part. The terms of the notes include those stated
in the indenture and those made part of the indenture by reference to the Trust
Indenture Act of 1939, as amended, as in effect on the date of the indenture. We
have received an order exempting us from the provisions of the Canada Business
Corporations Act, or the CBCA, including those provisions governing trust
indentures. The following is a summary of the material terms and provisions of
the notes. This summary does not purport to be a complete description of the
notes and is subject to the detailed provisions of, and qualified in its
entirety by reference to, the notes and the indenture (including the definitions
contained therein). Because this is a summary, we urge you to read the indenture
and the relevant portions of the Trust Indenture Act because they, and not this
description, define your rights as holders of the notes. Definitions relating to
certain capitalized terms are set forth under "-- Certain Definitions."
Capitalized terms that are used but not otherwise defined herein have the
meanings ascribed to them in the indenture and such definitions are incorporated
herein by reference. In this description, the words "we," "our" and "us" refer
only to CanWest Media Inc., a corporation formed under the federal laws of
Canada, and not any of our Subsidiaries.
BRIEF DESCRIPTION OF THE NOTES AND THE GUARANTEES
The Notes
The notes:
- - are our general unsecured obligations;
- - are subordinated in right of payment to all of our existing and future Senior
Indebtedness;
- - are senior in right of payment to any of our future subordinated
Indebtedness; and
- - are unconditionally Guaranteed by the Guarantors.
The Guarantees
Substantially all of our present and future Restricted Subsidiaries have jointly
and severally Guaranteed the notes.
The Guarantees of the notes:
- - are general unsecured obligations of each Guarantor;
- - are subordinated in right of payment to all existing and future Senior
Indebtedness of each Guarantor; and
- - are senior in right of payment to any future subordinated Indebtedness of
each Guarantor.
On November 30, 2003, we and the Guarantors had total Senior Indebtedness
of approximately $2,414.5 million. As indicated above and as discussed in
detail below under "-- Subordination," payments on the notes and under the
Guarantees will be subordinated to the payment of Senior Indebtedness. The
indenture permits us and the Guarantors to incur additional Senior
Indebtedness.
As of the date of the indenture, not all of our Subsidiaries were
"Restricted Subsidiaries." In addition, under the circumstances described below
in the definition of "Unrestricted Subsidiary," we are permitted to designate
certain of our Subsidiaries, including Restricted Subsidiaries, as "Unrestricted
Subsidiaries." Unrestricted Subsidiaries are not subject to many of the
restrictive covenants in the indenture. Unrestricted Subsidiaries do not
Guarantee the notes. In the event of a bankruptcy, liquidation or reorganization
of any of these non-Guarantor Subsidiaries, these non-Guarantor Subsidiaries
will pay the holders of their debt and their trade creditors before they will be
able to distribute any of their remaining assets to us. The Guarantors generated
96% of our consolidated revenue in the year ended August 31, 2003 and held 99%
of our consolidated assets on August 31, 2003. See note 21 to our annual
consolidated financial statements for more detail about the division of our
consolidated revenue and assets between the Guarantors and the non-Guarantor
Subsidiaries.
28
PRINCIPAL, MATURITY AND INTEREST
The notes are limited in aggregate principal amount to US$725.0 million, of
which US$425.0 million in aggregate principal amount of notes were issued on May
17, 2001. Additional notes in an aggregate principal amount of up to US$300.0
million may be issued from time to time up to and including May 14, 2006,
subject to the limitations set forth below under "-- Material Covenants --
Limitation on Additional Indebtedness." In addition and without regard to the
foregoing limitations, we issued $60.7 million of Canadian dollar denominated
notes, and the U.S. dollar denominated notes issuable in exchange therefor have
been and maybe issued under the same indenture as the notes.
The notes will mature on May 15, 2011. The notes will bear interest at a
rate of 10 5/8% per annum from the Issue Date until maturity. Interest is
payable semi-annually in arrears on each May 15 and November 15, commencing
November 15, 2001, to holders of record of the notes at the close of business on
the immediately preceding May 1 and November 1, respectively.
OPTIONAL REDEMPTION
The notes are redeemable at our option, in whole at any time or in part
from time to time, on or after May 15, 2006 at the following redemption prices
(expressed as percentages of the principal amount thereof), together, in each
case, with accrued and unpaid interest, if any, to the redemption date, if
redeemed during the twelve-month period beginning on of each year listed below:
<Table>
<Caption>
YEAR PERCENTAGE
- ---- ----------
2006.................................................... 105.313%
2007.................................................... 103.542%
2008.................................................... 101.771%
2009 and thereafter..................................... 100.000%
</Table>
Notwithstanding the foregoing, we may redeem in the aggregate up to 35% of
the original principal amount of the notes at any time and from time to time
prior to May 15, 2004 at a redemption price equal to 110.625% of the aggregate
principal amount so redeemed, plus accrued and unpaid interest, if any, to the
redemption date, out of the net cash proceeds of one or more Equity Offerings;
provided that at least 65% of the principal amount of the notes originally
issued shall remain outstanding immediately after the occurrence of any such
redemption and that any such redemption occurs within 90 days following the
closing of any such Equity Offering.
In the event of a redemption of fewer than all of the notes, the trustee
shall select the notes to be redeemed in compliance with the requirements of the
principal national securities exchange, if any, on which such notes are listed
or, if such notes are not then listed on a national securities exchange, on a
pro rata basis, by lot or in such other manner as the trustee shall deem fair
and equitable. The notes will be redeemable in whole or in part upon not less
than 30 nor more than 60 days' prior written notice, mailed by first class mail
to a holder's last address as it shall appear on the register maintained by the
registrar of the notes. On and after any redemption date, interest will cease to
accrue on the notes or portions thereof called for redemption as long as
sufficient funds to effect such redemption are deposited by us or on our behalf
with the paying agent.
SUBORDINATION
The indebtedness represented by the notes is, to the extent and in the
manner provided in the indenture, subordinated in right of payment to the prior
payment in full of all of our Senior Indebtedness. The holders of our Senior
Indebtedness will be entitled to receive payment in full of all amounts due on
or in respect of all of our Senior Indebtedness before the holders of notes are
entitled to receive or retain any payment of any kind on the notes (other than a
payment in the form of Permitted Junior Securities or from the trust described
under the subheading "-- Defeasance and Covenant Defeasance") in the event of
any distribution to our creditors in any:
(1) bankruptcy, reorganization, insolvency, receivership or similar
proceeding relating to us or to our assets;
(2) liquidation or dissolution or other winding-up of us;
(3) assignment for the benefit of our creditors; or
(4) marshalling of our assets or liabilities.
29
We also may not make any payment in respect of the notes (other than a
payment in the form of Permitted Junior Securities or from the trust described
under the subheading "-- Defeasance and Covenant Defeasance") if:
(1) a Payment Default on Designated Senior Indebtedness occurs and is
continuing and the trustee receives a written notice of such Payment
Default from the holder or the representative of the holders of such
Designated Senior Indebtedness; or
(2) any Non-Payment Default occurs and is continuing on Designated Senior
Indebtedness and the trustee receives a written notice of such
Non-Payment Default (a "Payment Blockage Notice") from the holder or the
representative of the holders of such Designated Senior Indebtedness.
Payments on the notes must be resumed:
(1) in the case of a Payment Default, upon the date on which such Payment
Default is cured, waived in writing or otherwise ceases to exist; and
(2) in case of a Non-Payment Default, on the earlier of the date on which
such Non-Payment Default is cured, waived in writing or otherwise ceases
to exist and 179 days after the date on which the applicable Payment
Blockage Notice is received, unless the maturity of any Designated
Senior Indebtedness has been accelerated.
No new Payment Blockage Notice may be delivered unless and until:
(1) 360 days have elapsed since the effectiveness of the immediately
preceding Payment Blockage Notice; and
(2) all scheduled payments of principal, premium and interest on the
notes that have come due have been paid in full in cash.
No Non-Payment Default that existed or was continuing on the date of
delivery of any Payment Blockage Notice to the trustee may be, or be made, the
basis for a subsequent Payment Blockage Notice unless such default has been
waived for a period of not less than 90 days.
When the payment blockages described above are no longer in effect, we must
resume making any and all required payments on the notes, including any missed
payments. If we fail to make any payment on the notes when due or within any
applicable grace period, whether or not on account of the payment blockage
provisions, such failure would constitute an Event of Default under the
indenture and would enable the holders of notes to accelerate the maturity
thereof. For additional information, see "-- Events of Default."
Each Guarantee will, to the extent set forth in the indenture, be
subordinated in right of payment to the prior payment of all Senior Indebtedness
of the respective Guarantor and will be subject to the rights of holders of
Designated Senior Indebtedness of such Guarantor to initiate payment blockage
periods, upon terms substantially similar to the subordination provisions of the
notes described above.
A holder of notes by its acceptance of such notes agrees to be bound by
such provisions and authorizes and expressly directs the trustee, on its behalf,
to take such action as may be necessary or appropriate to effectuate the
subordination provided for in the indenture and appoints the trustee its
attorney-in-fact for such purpose.
As a result of the subordination provisions described above, in the event
of a bankruptcy, reorganization, insolvency, receivership or similar proceeding
relating to us or our assets, liquidation, distribution or other winding up of
us, assignment for the benefit of our creditors or marshalling of our assets,
holders of notes may recover less ratably than our creditors who are holders of
Senior Indebtedness. For additional information, see "Risk Factors."
ADDITIONAL AMOUNTS
All payments made by us under or with respect to the notes or any Guarantor
with respect to its Guarantee will be made free and clear of and without
withholding or deduction for or on account of any present or future Taxes,
unless we or such Guarantor is required to withhold or deduct Taxes by law or by
the interpretation or administration thereof. If we or any Guarantor is required
to withhold or deduct any amount for or on account of Taxes from any payment
made under or with respect to the notes, we or such Guarantor will pay such
additional amounts ("Additional Amounts") as may be necessary so that the net
amount received by each holder of notes (including Additional Amounts) after
such withholding or deduction (including any deduction or withholding in respect
of Additional Amounts) will not be less than the amount the holder of notes
would have received if such
30
Taxes had not been withheld or deducted; provided that no Additional Amounts
will be payable with respect to a payment made to a holder of notes (to the
extent any of the following exceptions apply, an "Excluded Holder") (i) with
which we or such Guarantor does not deal at arm's length (within the meaning of
the Income Tax Act (Canada)) at the time of making such payment, (ii) which is
subject to the Taxes at issue by reason of its being connected with Canada or
any province or territory thereof otherwise than by the mere acquisition,
holding or disposition of the notes or the receipt of payments thereunder or, in
the case of Taxes imposed by a Taxing Authority outside of Canada, a holder that
is subject to the jurisdiction of such Taxing Authority other than by reason of
its mere acquisition, holding or disposition of the notes or the receipt of
payments thereunder, (iii) which presents any note for payment of principal more
than 60 days after the later of (x) the date on which payment first became due
and (y) if the full amount payable has not been received by the trustee on or
prior to such due date, the date on which, the full amount payable having been
so received, notice to that effect shall have been given to the holders of notes
by the trustee, except to the extent that such holder of notes would have been
entitled to such Additional Amounts on presenting such note for payment on the
last day of the applicable 60-day period, (iv) which failed to duly and timely
comply with a timely request of us to provide information, documents or other
evidence concerning such holder's nationality, residence, entitlement to treaty
benefits, identity or connection with Canada or any political subdivision or
authority thereof, if and to the extent that due and timely compliance with such
request would have reduced or eliminated any Taxes as to which Additional
Amounts would have otherwise been payable to such holder of notes but for this
clause (iv), (v) on account of any estate, inheritance, gift, sales, transfer or
other similar Tax, (vi) which is a fiduciary, a partnership or not the
beneficial owner of any payment on a note, if and to the extent that any
beneficiary or settlor of such fiduciary, any partner in such partnership or the
beneficial owner of such payment (as the case may be) would not have been
entitled to receive Additional Amounts with respect to such payment if such
beneficiary, settlor, partner or beneficial owner had been the holder of such
note or (vii) any combination of the foregoing numbered clauses of this proviso.
We and the Guarantors will also (i) make such withholding or deduction and (ii)
remit the full amount deducted or withheld to the relevant authority in
accordance with applicable law. We and the Guarantors will furnish to the
trustee, or cause to be furnished to the trustee, within 30 days after the date
of the payment of any Taxes due pursuant to applicable law, certified copies of
tax receipts evidencing such payment by us or any such Guarantor in such form as
is provided in the normal course by the taxing authority imposing such Taxes and
as is reasonably available to us or any such Guarantor, as the case may be. The
trustee shall make such evidence available upon the written request of any
holder of notes that are outstanding on the date of any such withholding or
deduction.
We and the Guarantors will indemnify and hold harmless each holder of notes
(other than an Excluded Holder) and, upon written request of any holder of notes
(other than an Excluded Holder), reimburse such holder for the amount of (i) any
such Taxes so levied or imposed and paid by such holder as a result of payments
made under or with respect to the notes held by such holder (including payments
under this clause (i)); and (ii) any Taxes so levied or imposed with respect to
any reimbursement under the foregoing clause (i), so that the net amount
received by such holder after such reimbursement will not be less than the net
amount such holder would have received if Taxes on such reimbursement had not
been imposed.
At least 30 days prior to each date on which any payment under or with
respect to the notes is due and payable, if we or any Guarantor will be
obligated to pay Additional Amounts with respect to such payment, we or such
Guarantor will deliver to the trustee an officers' certificate stating the fact
that such Additional Amounts will be payable and specifying the amounts so
payable and will set forth such other information necessary to enable the
trustee to pay such Additional Amounts to holders of notes on the payment date.
Whenever in the indenture or in this "Description of the Notes" there is
mentioned, in any context, principal, premium, if any, interest or any other
amount payable under or with respect to any note, such mention shall be deemed
to include the payment of Additional Amounts to the extent that, in such
context, Additional Amounts are, were or would be payable in respect thereof.
For a discussion of [the exemption from] Canadian withholding taxes
applicable to payments under or with respect to the notes, see "Tax Consequences
- -- Canadian Income Tax Considerations.'' In the event that we or any Guarantor
is or would become obligated to pay, on the next date on which any amount would
be payable under or with respect to the notes, Additional Amounts as a result of
certain changes affecting Canadian withholding tax laws, we may redeem all, but
not less than all, of the notes at 100% of the principal amount thereof, plus
accrued and unpaid interest thereon, to the redemption date.
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TAX REDEMPTION
The notes will be redeemable, in whole but not in part, at our option, upon
not less than 30 nor more than 60 days' prior written notice mailed by first
class mail to each holder of notes at its address appearing on the register
maintained by the registrar of the notes, at 100% of the principal amount
thereof, plus accrued and unpaid interest thereon, if any, to the redemption
date, if we or any Guarantor is or would become obligated to pay, on the next
date on which any amount would be payable with respect to the notes as the case
may be, any Additional Amounts pursuant to the provisions set forth above in "--
Additional Amounts" as a result of a change in, or amendment to, the laws (or
any regulation or rulings promulgated thereunder) of any Taxing Authority, or
any change in, or amendment to, any administrative or other official position
regarding the application or interpretation of such laws, regulations or rulings
(including, without limitation, a ruling by a court of competent jurisdiction),
which change or amendment is announced on or after the Issue Date; provided that
we or such Guarantor determines, in our business judgment, that the obligation
to pay such Additional Amounts cannot be avoided by the use of reasonable
measures available to us or such Guarantor (not including substitution of the
obligor under the notes). No such notice of redemption may be given later than
180 days after we first become liable to pay any Additional Amounts as a result
of such change or amendment.
MATERIAL COVENANTS
Set forth below are the material covenants which are contained in the
indenture. During any period of time that (i) the ratings assigned to the notes
by both of the Rating Agencies are Investment Grade Ratings and (ii) no Default
has occurred and is continuing under the indenture, we and our Restricted
Subsidiaries will not be subject to the provisions of the indenture described
below under "-- Limitation on Additional Indebtedness," "-- Limitation on
Restricted Payments," "-- Limitation on Transactions with Affiliates," "--
Limitation on Certain Asset Sales," "-- Limitation on Disqualified Capital Stock
of Restricted Subsidiaries," "-- Limitation on Capital Stock of Restricted
Subsidiaries," "-- Limitation on Sale and Lease-Back Transactions" and clause
(3) of "-- Merger, Consolidation and Sale of Assets" (collectively, the
"Suspended Covenants"). In the event that we and our Restricted Subsidiaries are
not subject to the Suspended Covenants with respect to the notes for any period
of time as a result of the preceding sentence and, subsequently, one or both
Rating Agencies withdraw their ratings or downgrade the ratings assigned to such
notes below the required Investment Grade Ratings, then we and each of our
Restricted Subsidiaries (except to the extent that any such Restricted
Subsidiary is not subject to such covenant pursuant to the terms thereof) will
thereafter again be subject to the Suspended Covenants for the benefit of such
notes and compliance with the Suspended Covenants with respect to Restricted
Payments made after the time of such withdrawal or downgrade will be calculated
in accordance with the terms of the covenant described below under "--
Limitation on Restricted Payments" as if such covenant had been in effect during
the entire period of time from the date of the indenture.
LIMITATION ON ADDITIONAL INDEBTEDNESS
We will not, and will not permit any of our Restricted Subsidiaries to,
directly or indirectly, incur (as defined) any Indebtedness (including Acquired
Indebtedness); provided that, if no default or Event of Default shall have
occurred and be continuing at the time or as a consequence of the incurrence of
such Indebtedness, we or any of our Restricted Subsidiaries may incur
Indebtedness (including Acquired Indebtedness) if after giving effect to the
incurrence of such Indebtedness and the receipt and application of the proceeds
thereof, our Consolidated Leverage Ratio is less than 6.25 to 1; provided,
further, that in no event shall the aggregate principal amount of all
Indebtedness of our Restricted Subsidiaries that are not also Guarantors
incurred in reliance on this paragraph, when taken together (without
duplication) with the aggregate principal amount of all Permitted Indebtedness
of our Restricted Subsidiaries that are not also Guarantors, at any one time
outstanding exceed $50.0 million.
Notwithstanding the foregoing, we and our Restricted Subsidiaries may incur
Permitted Indebtedness; provided that such Person will not incur any Permitted
Indebtedness that ranks junior in right of payment to the notes that has a
maturity or mandatory sinking fund payment prior to the maturity of the notes;
provided, further, that in no event shall the aggregate principal amount of all
Permitted Indebtedness of our Restricted Subsidiaries that are not also
Guarantors, when taken together (without duplication) with the aggregate
principal amount of all Indebtedness of our Restricted Subsidiaries that are not
also Guarantors incurred in reliance on the immediately preceding paragraph, at
any one time outstanding exceed $50.0 million.
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Notwithstanding any other provision of this "-- Limitation on Additional
Indebtedness" covenant, the accrual of interest, accretion of accreted value of
discount Indebtedness and payments of interest in the form of additional
subordinated Indebtedness will not be deemed to be an incurrence of Indebtedness
for purposes of this covenant, and the maximum amount of Indebtedness that we or
a Restricted Subsidiary may incur pursuant to this "-- Limitation on Additional
Indebtedness" covenant shall not be deemed to be exceeded solely as a result of
fluctuations in the exchange rates of currencies.
For purposes of determining compliance with this covenant, in the event
that an item of Indebtedness meets the criteria of more than one of the
categories of Permitted Indebtedness or is entitled to be incurred pursuant to
the first paragraph of this covenant, we shall, in our sole discretion at the
time such Indebtedness is incurred, classify, and may from time to time
reclassify, such Indebtedness (or part thereof) in any manner that complies with
this covenant and such Indebtedness (or part thereof) shall be treated as having
been incurred pursuant to only one of such clauses or pursuant to the first
paragraph hereof, and such Indebtedness may be divided and classified in more
than one of such classifications.
LIMITATION ON OTHER SENIOR SUBORDINATED INDEBTEDNESS
We will not, and will not permit any Guarantor to, directly or indirectly,
incur, contingently or otherwise, any Indebtedness (other than the notes and the
Guarantees, as the case may be) that is both
(1) subordinate in right of payment to any of our Senior Indebtedness or
such Guarantor, as the case may be; and
(2) senior in right of payment to the notes or the Guarantee of such
Guarantor, as the case may be.
For purposes of this covenant, Indebtedness is deemed to be senior in right
of payment to the notes or a Guarantee, as the case may be, if it is not
explicitly subordinated in right of payment to any of our Senior Indebtedness or
the Senior Indebtedness of such Guarantor, as the case may be, at least to the
same extent as the notes and the Guarantee of such Guarantor, as the case may
be, are subordinated to such Senior Indebtedness.
LIMITATION ON RESTRICTED PAYMENTS
We will not, and will not permit any of our Restricted Subsidiaries to,
directly or indirectly, make any Restricted Payment, unless:
(a) no default or Event of Default shall have occurred and be continuing
at the time of or immediately after giving effect to such Restricted
Payment;
(b) immediately after giving pro forma effect to such Restricted Payment,
we could incur $1.00 of additional Indebtedness (other than Permitted
Indebtedness) under "-- Limitation on Additional Indebtedness"; and
(c) immediately after giving effect to such Restricted Payment, the
aggregate of all Restricted Payments declared or made after the Issue
Date does not exceed the sum of (1) 100% of our Cumulative EBITDA
minus 1.4 times our Cumulative Consolidated Interest Expense; plus
(2) 100% of the aggregate Net Proceeds received by us from the issue
or sale after the Issue Date of Capital Stock (other than
Disqualified Capital Stock or Capital Stock of us issued to any of
our Subsidiaries) of us or any Indebtedness or other securities of us
convertible into or exercisable or exchangeable for Capital Stock
(other than Disqualified Capital Stock) of us which have been so
converted, exercised or exchanged, as the case may be; plus (3)
without duplication of any amounts included in clause (c)(2) above,
100% of the aggregate Net Proceeds received by us from any equity
contribution from a holder of our Capital Stock, excluding, in the
case of clauses (c)(2) and (3), any Net Proceeds from an Equity
Offering to the extent used to redeem the notes; plus (4) in the case
of the disposition or repayment of any Investment constituting a
Restricted Payment made after the Issue Date, an amount (to the
extent not included in the computation of Consolidated Net Income)
equal to the lesser of: (x) the return of capital with respect to
such Investment and (y) the amount of such Investment which was
treated as a Restricted Payment, in either case, less the cost of the
disposition of such Investment; plus (5) so long as the Designation
Amount thereof was treated as a Restricted Payment made after the
Issue Date, with respect to any Unrestricted Subsidiary that has been
redesignated as a Restricted Subsidiary after the Issue Date in
accordance with the provisions of the indenture, our proportionate
interest in an amount equal to the
33
excess of (x) the total assets of such Subsidiary, valued on an
aggregate basis at fair market value, over (y) the total liabilities of
such Subsidiary, determined in accordance with GAAP (and provided that
such amount shall not in any case exceed the Designation Amount with
respect to such Restricted Subsidiary upon its Designation). For
purposes of determining under this clause (c) the amount expended for
Restricted Payments, cash distributed shall be valued at the face amount
thereof and property other than cash shall be valued at its fair market
value.
The provisions of this covenant shall not prohibit:
(1) the payment of any distribution within 60 days after the date of
declaration thereof, if at such date of declaration such payment would
comply with the provisions of the indenture;
(2) the repurchase, redemption or other acquisition or retirement of any
shares of our Capital Stock or Indebtedness subordinated to the notes by
conversion into, or by or in exchange for, shares of our Capital Stock
(other than Disqualified Capital Stock), or out of the Net Proceeds of
the substantially concurrent sale (other than to one of our
Subsidiaries) of other shares of our Capital Stock (other than
Disqualified Capital Stock); provided, however, that any such Net
Proceeds or the value of any Capital Stock issued in exchange for such
shares or Indebtedness is excluded from clause (c)(2) of the preceding
paragraph (and was not included therein at any time);
(3) the repurchase, redemption, repayment, retirement, defeasance or
other acquisition for value of our Indebtedness subordinated to the
notes in exchange for, by conversion into, or out of the Net Proceeds of
a substantially concurrent sale or incurrence of, our Indebtedness
(other than any Indebtedness owed to a Subsidiary) that is Refinancing
Indebtedness;
(4) the retirement of any shares of our Disqualified Capital Stock by
conversion into, or by exchange for, shares of our Disqualified Capital
Stock, or out of the Net Proceeds of the substantially concurrent sale
(other than to one of our Subsidiaries) of other shares of our
Disqualified Capital Stock; provided, however, that any such Net
Proceeds or the value of any Capital Stock issued in exchange for such
shares is excluded from clause (c)(2) of the preceding paragraph (and
was not included therein at any time);
(5) so long as no default or Event of Default shall have occurred and be
continuing, at the time of or immediately after giving effect to such
payment, the repurchase, redemption, repayment, retirement, defeasance
or other acquisition for value by us or any of our Restricted
Subsidiaries of, or loans, advances, dividends or distributions to
Holding Company Notes Issuer or CanWest to the extent necessary to
enable Holding Company Notes Issuer or CanWest, as the case may be, to
repurchase, redeem, repay, retire, defease or otherwise acquire, shares
of Capital Stock (other than Disqualified Capital Stock) or options on
such shares held by officers, directors or employees or former officers,
directors or employees (or their estates or beneficiaries under their
estates) of CanWest, us or our Restricted Subsidiaries upon the death,
disability, retirement or termination of employment of such current or
former officers, directors or employees pursuant to the terms of an
employee benefit plan or any other agreement pursuant to which such
shares of Capital Stock or options were issued; provided that the
aggregate cash consideration paid or distributions or payments made
pursuant to this clause (5) shall not exceed $2.0 million in any fiscal
year (excluding for purposes of calculating such amount during any
fiscal year an amount equal to the aggregate amount of repaid loans by
us or our Restricted Subsidiaries incurred by directors, officers or
employees to finance the purchase of Capital Stock (other than
Disqualified Capital Stock));
(6) the payment of an annual fee of up to $6.0 million pursuant to the
Management Services Agreement with the Ravelston Corporation Limited as
in effect on the Issue Date and the reimbursement of reasonable expenses
pursuant thereto;
(7) distributions to Holding Company Notes Issuer solely for the purpose
of enabling Holding Company Notes Issuer to pay its reasonable operating
and administrative expenses (including professional fees and expenses)
and franchise taxes, the amount of which distributions in any fiscal
year will not exceed $500,000;
(8) distributions to CanWest, 3815668 Canada Inc. or to former holders of
shares of CBL, other than CanWest or its Affiliates, solely for the
purpose of redeeming securities of CanWest issued in exchange
34
therefor from such former holders in an aggregate amount not to exceed
the amount of proceeds to us from the sale of television station CKVU;
and
(9) other Restricted Payments in an amount not to exceed $50.0 million in
the aggregate;
provided that in any calculation of the aggregate amount of Restricted Payments
made subsequent to the Issue Date for purposes of clause (c) of the immediately
preceding paragraph, amounts expended pursuant to clauses (1) and (2) shall be
included in such calculation.
LIMITATION ON LIENS
We will not, and will not permit any of our Restricted Subsidiaries to,
create, incur or otherwise cause or suffer to exist or become effective any
Liens of any kind (other than Permitted Liens) upon any of our Property or any
Property of our Restricted Subsidiaries or any shares of Capital Stock or
Indebtedness of any Restricted Subsidiary which owns Property, now owned or
hereafter acquired, without making, or causing the Restricted Subsidiary to
make, effective provision for securing the notes or, with respect to Liens on
any Guarantor's Property, the Guarantee of such Guarantor; and
(1) if such Lien (other than a Permitted Lien) secures Indebtedness which
is subordinate in right of payment to the notes or the Guarantee of such
Guarantor, as the case may be, any such Lien will be subordinate to the
Lien granted to holders of notes or the Guarantee of such Guarantor, as
the case may be, to the same extent as such Indebtedness is subordinate
in right of payment to the notes or the Guarantee of such Guarantor, as
the case may be; and
(2) in all other cases, the notes or the Guarantee of such Guarantor, as
the case may be, is equally and ratably secured.
LIMITATION ON TRANSACTIONS WITH AFFILIATES
We will not, and will not permit any of our Restricted Subsidiaries to,
directly or indirectly, enter into, amend or suffer to exist any transaction or
series of related transactions (including, without limitation, the sale,
purchase, exchange or lease of assets, property or services) with any Affiliate
(each an "Affiliate Transaction") or extend, renew, waive or otherwise modify in
any material respect the terms of any Affiliate Transaction entered into prior
to or on the Issue Date, if the terms of such Affiliate Transaction after giving
effect to such extension, renewal, replacement, waiver or other modification,
taken as a whole, are more disadvantageous to the holders of notes in any
material respect than the original agreement as in effect on the Issue Date
unless (1) such Affiliate Transaction is between or among us, one or more of our
Wholly Owned Subsidiaries, and/or one or more of our Restricted Subsidiaries
that are also Guarantors; or (2) the terms of such Affiliate Transaction are
fair and reasonable to us or such Restricted Subsidiary, as the case may be, and
the terms of such Affiliate Transaction are at least as favorable as the terms
which could reasonably be expected to be obtained by us or such Restricted
Subsidiary, as the case may be, in a comparable transaction made on an
arm's-length basis between unaffiliated parties.
In any Affiliate Transaction (or any series of related Affiliate
Transactions which are similar or part of a common plan) involving an amount or
having a fair market value in excess of $10.0 million which is not permitted
under clause (1) above, we must obtain a resolution of the majority of the
disinterested members of our Board of Directors certifying that such Affiliate
Transaction complies with clause (2) above. In any Affiliate Transaction (or any
series of related Affiliate Transactions which are similar or part of a common
plan) involving an amount or having a fair market value in excess of $25.0
million which is not permitted under clause (1) above, we must obtain a
favorable written opinion as to the fairness, from a financial point of view, of
such transaction or transactions, as the case may be, from an Independent
Financial Advisor.
The foregoing provisions shall not apply to:
(1) any Restricted Payment that is not prohibited by the provisions
described under "-- Limitation on Restricted Payments";
(2) any transaction pursuant to an agreement, arrangement or
understanding existing on the Issue Date and described elsewhere in this
prospectus;
(3) reasonable fees and compensation paid to, and any indemnity provided
to or on behalf of, any of our officers, directors or employees or any
officers, directors or employees of any of our Affiliates or of
35
such officers, directors or employees as determined in good faith by our
Board of Directors or senior management thereof;
(4) any transaction between us or any of our Restricted Subsidiaries and
their Affiliates involving ordinary course investment banking,
commercial banking or related activities;
(5) any transaction with any Affiliate solely in its capacity as a holder
of Indebtedness or Capital Stock of us or any of our Subsidiaries
where such Affiliate is treated no more favorably than holders of
such Indebtedness or such Capital Stock generally;
(6) transactions between or among us or any Restricted Subsidiary, on the
one hand, and any other Person controlled by (as such term is defined
in the definition of "Affiliate") us, on the other hand, so long as
(a) at least 25% of the voting securities of such other Person are
beneficially owned by Persons other than us or any of our Affiliates,
(b) there exists no other substantial business relationship between
us and our Affiliates and the Persons who beneficially own at least
25% of the voting securities of such other Person referred to in
clause (a) above, other than the transactions in question, and no
such other business relationship is reasonably expected and (c) no
portion of the remaining interest in such other Person is owned by a
Person that controls (as such term is defined in the definition of
"Affiliate") us, or between or among such Subsidiaries or Persons;
and
(7) any transaction permitted by the provisions described under "--
Merger, Consolidation or Sale of Assets."
LIMITATION ON CREATION OF SUBSIDIARIES
We will not create or acquire, and will not permit any of our Restricted
Subsidiaries to create or acquire, any Subsidiary other than:
(1) a Restricted Subsidiary existing as of the Issue Date;
(2) a Restricted Subsidiary that is acquired or created after the Issue
Date; provided, however, that each such Restricted Subsidiary must
execute a Guarantee, reasonably satisfactory in form and substance to
the trustee (and with such documentation relating thereto as the
trustee may reasonably require, including, without limitation, a
supplement or amendment to the indenture and opinions of counsel as
to the enforceability of such Guarantee), pursuant to which such
Restricted Subsidiary will become a Guarantor, if and to the extent
required by the provisions described below under "-- Limitation of
Guarantees by Restricted Subsidiaries"; or
(3) an Unrestricted Subsidiary.
As of the Issue Date, except for CGS International Holdings (Luxembourg)
S.A. and 3520773 Canada Limited, we will have no Restricted Subsidiaries other
than the Guarantors. See "-- Brief Description of the Notes and the Guarantees."
LIMITATION ON CERTAIN ASSET SALES
We will not, and will not permit any of our Restricted Subsidiaries to,
consummate an Asset Sale unless:
(1) we or such Restricted Subsidiary, as the case may be, receives
consideration at the time of such sale or other disposition at least
equal to the fair market value of the assets sold or otherwise
disposed of;
(2) not less than 75% of the consideration received by us or such
Restricted Subsidiary, as the case may be, is in the form of cash or
Cash Equivalents except to the extent such Asset Sale constitutes a
Permitted Asset Swap; provided, however, that the amount of any (a)
Indebtedness of us or any Restricted Subsidiary that is actually
assumed by the transferee in such Asset Sale and from which we and
the Restricted Subsidiaries are fully released shall be deemed to be
cash for purposes of determining the percentage of cash consideration
received by us or the applicable Restricted Subsidiary and (b) notes
or other similar obligations received by us or a Restricted
Subsidiary from such transferee that are converted, sold or exchanged
within 60 days of the related Asset Sale by us or a Restricted
Subsidiary for cash shall be deemed to be cash, in an amount equal to
the net cash proceeds realized upon such conversion, sale or exchange
for purposes of determining the percentage of cash consideration
received by us or a Restricted Subsidiary; and
36
(3) the Asset Sale Proceeds received by us or such Restricted Subsidiary
are applied (a) to the extent we or such Restricted Subsidiary, as
the case may be, elects, or is required, to prepay, repay or purchase
indebtedness under any then existing Senior Indebtedness of us or any
such Restricted Subsidiary within 365 days following the receipt of
the Asset Sale Proceeds from any Asset Sale; provided that any such
repayment shall result in a permanent reduction of the commitments
thereunder in an amount equal to the principal amount so repaid; or
(b) to the extent of the balance of Asset Sale Proceeds after
application as described above, to the extent we elect, to an
investment in Property (including Capital Stock or other securities
purchased in connection with the acquisition of Capital Stock or
property of another Person) in compliance with "-- Limitation on
Conduct of Business;" provided that (i) such investment occurs or we
or any such Restricted Subsidiary enters into contractual commitments
to make such investment, subject only to customary conditions (other
than the obtaining of financing), within 365 days following receipt
of such Asset Sale Proceeds; and (ii) Asset Sale Proceeds so
contractually committed are so applied within 545 days following the
receipt of such Asset Sale Proceeds; and (c) if on such 365th day in
the case of clauses (3)(a) and (3)(b)(i) or on such 545th day in the
case of clause (3)(b)(ii) with respect to any Asset Sale, the
Available Asset Sale Proceeds exceed $25.0 million, we shall apply an
amount equal to the Available Asset Sale Proceeds to an offer, on a
pro rata basis according to principal amount, to repurchase the
notes, at a purchase price in cash equal to 100% of the principal
amount thereof plus accrued and unpaid interest thereon, if any, to
the purchase date (an "Excess Proceeds Offer"). Pending the final
application of any such Available Asset Sale Proceeds, we or any such
Restricted Subsidiary may temporarily reduce Indebtedness under a
revolving credit facility (including by way of cash collateralized
letters of credit), if any, or otherwise invest such Available Asset
Sale Proceeds in Cash Equivalents. If an Excess Proceeds Offer is not
fully subscribed, we may retain the portion of the Available Asset
Sale Proceeds not required to repurchase notes and use such portion
for general corporate purposes or otherwise, in our sole discretion,
and the amount of Available Asset Sale Proceeds shall be reset to
zero.
If we are required to make an Excess Proceeds Offer, we shall mail, within
30 days following the date specified in clause (3)(c) above, a notice to the
holders of notes stating, among other things (1) that the holders of notes have
the right to require us to apply the Available Asset Sale Proceeds to repurchase
such notes at a purchase price in cash equal to 100% of the principal amount
thereof plus accrued and unpaid interest thereon, if any, to the purchase date;
(2) the purchase date, which shall be no earlier than 30 days and not later than
45 days from the date such notice is mailed; (3) the instructions that each
holder of notes must follow in order to have such notes purchased; and (4) the
calculations used in determining the amount of the Available Asset Sale Proceeds
to be applied to the purchase of such notes.
In the event of the transfer of substantially all of the property and
assets of us and our Restricted Subsidiaries as an entirety to a Person in a
transaction permitted under "-- Merger, Consolidation or Sale of Assets," the
successor Person shall be deemed to have sold the properties and assets of us
and our Restricted Subsidiaries not so transferred for purposes of this
covenant, and shall comply with the provisions of this covenant with respect to
such deemed sale as if it were an Asset Sale.
For purposes of this covenant, proceeds which are deposited in escrow or
are placed in trust shall not be considered to have been received by us unless
and until such time as such proceeds are released to us from such escrow or
trust.
We will comply with the requirements of Rule 14e-1 under the Exchange Act
and other securities laws and regulations thereunder to the extent such laws and
regulations are applicable in connection with the repurchase of notes pursuant
to an Excess Proceeds Offer. To the extent that the provisions of any securities
laws or regulations conflict with the "Asset Sale" provisions of the indenture,
we will comply with the applicable securities laws and regulations and will not
be deemed to have breached our obligations under the "Asset Sale" provisions of
the indenture by virtue thereof.
LIMITATION ON DISQUALIFIED CAPITAL STOCK OF RESTRICTED SUBSIDIARIES
We will not permit any of our Restricted Subsidiaries to issue any
Disqualified Capital Stock (except Disqualified Capital Stock issued to us or a
Wholly Owned Subsidiary of us) or permit any Person (other than us or a Wholly
Owned Subsidiary of us) to hold any such Disqualified Capital Stock unless we or
such Restricted
37
Subsidiary would be entitled to incur or assume Indebtedness under "--
Limitation on Additional Indebtedness" (other than Permitted Indebtedness) in
the aggregate principal amount equal to the aggregate liquidation value of the
Disqualified Capital Stock to be issued.
LIMITATION ON CAPITAL STOCK OF RESTRICTED SUBSIDIARIES
We will not:
(1) sell, pledge, hypothecate or otherwise convey or dispose of any
Capital Stock of a Restricted Subsidiary of us (other than any such
transaction resulting in a Lien which constitutes a Permitted Lien);
or
(2) permit any Restricted Subsidiary to issue any Capital Stock, unless
after giving effect thereto our percentage interest (direct and
indirect) in the Capital Stock of such Restricted Subsidiary is at
least equal to our percentage interest prior thereto and such
issuance is otherwise permitted under the indenture.
The foregoing restrictions will not apply to an Asset Sale made in
compliance with "-- Limitation on Certain Asset Sales" above (provided that if
such Asset Sale is for less than all of the outstanding Capital Stock of any
Restricted Subsidiary held by us or any of our Restricted Subsidiaries, such
Asset Sale must also comply with "-- Limitation on Restricted Payments" above)
or the issuance of Disqualified Capital Stock in compliance with "-- Limitation
on Disqualified Capital Stock of Restricted Subsidiaries" above.
LIMITATION ON DIVIDEND AND OTHER PAYMENT RESTRICTIONS AFFECTING RESTRICTED
SUBSIDIARIES
We will not, and will not permit any of our Restricted Subsidiaries to,
directly or indirectly, create or otherwise cause or suffer to exist or become
effective any consensual encumbrance or restriction on the ability of any
Restricted Subsidiary to (a) pay dividends or make any other distributions to us
or any Restricted Subsidiary (1) on its Capital Stock, or (2) with respect to
any other interest or participation in, or measured by, its profits; (b) repay
any Indebtedness or any other obligation owed to us or any Restricted
Subsidiary; (c) make loans or advances or capital contributions to us or any of
our Restricted Subsidiaries; or (d) transfer any of its properties or assets to
us or any of our Restricted Subsidiaries, except in respect of any of (a)
through (d) above for such encumbrances or restrictions existing under or by
reason of (1) encumbrances or restrictions existing on the Issue Date to the
extent and in the manner such encumbrances and restrictions are in effect on the
Issue Date, (2) the indenture, the notes and the Guarantees, (3) applicable law
or any applicable rule, regulation or order, (4) any encumbrance or restriction
existing under the Credit Facility, (5) any instrument governing Acquired
Indebtedness, which encumbrance or restriction is not applicable to any Person,
or the properties or assets of any Person, other than the Person, or the
property or assets of the Person (including any Subsidiary of the Person), so
acquired, (6) customary non-assignment provisions in leases or other agreements
entered into in the ordinary course of business, (7) Refinancing Indebtedness;
provided that such restrictions are no more restrictive, taken as a whole, than
those contained in the agreements governing the Indebtedness being extended,
refinanced, renewed, replaced, defeased or refunded, (8) customary restrictions
in security agreements or mortgages securing Indebtedness of us or a Restricted
Subsidiary to the extent such restrictions restrict the transfer of the property
subject to such security agreements and mortgages, (9) in the case of clause (d)
only, any encumbrance or restriction pursuant to an agreement for Purchase Money
Indebtedness that is permitted to be outstanding under the covenant "--
Limitation on Additional Indebtedness," or (10) customary restrictions with
respect to a Restricted Subsidiary of us pursuant to an agreement that has been
entered into for the sale or disposition of all or substantially all of the
Capital Stock or assets of a Restricted Subsidiary of us.
LIMITATION ON CONDUCT OF BUSINESS
We will not, and will not permit our Restricted Subsidiaries to, engage in
any businesses which are not the same as or similar, related, complementary or
ancillary to the Communications Business.
LIMITATION ON SALE AND LEASE-BACK TRANSACTIONS
We will not, and will not permit any of our Restricted Subsidiaries to,
enter into any Sale and Lease-Back Transaction; provided that we or any
Restricted Subsidiary may enter into a Sale and Lease-Back Transaction if:
(1) we or such Restricted Subsidiary, as applicable, could have:
(a) incurred Indebtedness (other than Permitted Indebtedness) in an
amount equal to the Attributable Indebtedness relating to such
Sale and Lease-Back Transaction under "-- Limitation on Additional
Indebtedness" above; and
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(b) incurred a Lien to secure such Indebtedness pursuant to "--
Limitation on Liens" above;
(2) the gross cash proceeds of that Sale and Lease-Back Transaction are
at least equal to the fair market value of the property sold; and
(3) the transfer of assets in that Sale and Lease-Back Transaction is
permitted by, and we apply the proceeds of such transaction in
compliance with, "-- Limitation on Certain Asset Sales" above.
LIMITATION OF GUARANTEES BY RESTRICTED SUBSIDIARIES
Except in respect of guarantees in effect on the Issue Date and as
permitted by our Credit Facility, we will not permit any of our Restricted
Subsidiaries, directly or indirectly, by way of the pledge of any intercompany
note or otherwise, to assume, guarantee or in any other manner become liable
with respect to any of our Indebtedness, unless, in any such case:
(1) such Restricted Subsidiary executes and delivers a supplemental
indenture to the indenture, providing a Guarantee by such Restricted
Subsidiary; and
(2) (a) if any such assumption, guarantee or other liability of such
Restricted Subsidiary is provided in respect of Senior Indebtedness,
the guarantee or other instrument provided by such Restricted
Subsidiary in respect of such Senior Indebtedness may be superior to
such Guarantee of the notes pursuant to subordination provisions
which are no less favorable, taken as a whole, to the holders of the
notes than those contained in the indenture; and
(b) if any such assumption, guarantee or other liability of such
Restricted Subsidiary is provided in respect of Indebtedness that is
expressly subordinated to the notes, the guarantee or other instrument
provided by such Restricted Subsidiary in respect of such subordinated
Indebtedness shall be subordinated to the Guarantee substantially to the
same extent as such Indebtedness is subordinated to the notes.
Notwithstanding the foregoing, any such Guarantee by a Restricted
Subsidiary of the notes shall provide by its terms that it shall be
automatically and unconditionally released and discharged, without any further
action required on the part of the trustee or any holder of notes, upon:
(1) the unconditional release of such Restricted Subsidiary from its
liability in respect of the Indebtedness in connection with which
such Guarantee was executed and delivered pursuant to the preceding
paragraph; or
(2) any sale or other disposition (by merger or otherwise) to any Person
which is not a Restricted Subsidiary of a controlling interest in, or
all or substantially all of the assets of, such Restricted
Subsidiary; provided that
(a) such sale or disposition of such controlling interest or assets is
otherwise in compliance with the terms of the indenture, and
(b) such assumption, guarantee or other liability of such Restricted
Subsidiary has been released by the holders of the other
Indebtedness so guaranteed.
PAYMENTS FOR CONSENT
We will not, and will not permit any of our Subsidiaries to, directly or
indirectly, pay or cause to be paid any consideration, whether by way of
interest, fee or otherwise, to any holder of notes for or as an inducement to
any consent, waiver or amendment of any of the terms or provisions of the
indenture or the notes unless such consideration is offered to be paid or agreed
to be paid to all holders of notes which so consent, waive or agree to amend in
the time frame set forth in solicitation documents relating to such consent,
waiver or amendment.
CHANGE OF CONTROL OFFER
Upon the occurrence of a Change of Control, we shall be obligated to make
an offer to purchase (the "Change of Control Offer") each holder's outstanding
notes at a purchase price (the "Change of Control Purchase Price") equal to 101%
of the principal amount thereof plus accrued and unpaid interest thereon, if
any, to the Change of Control Payment Date in accordance with the procedures set
forth below.
Within 30 days of the occurrence of a Change of Control, we shall (1) cause
a notice of the Change of Control Offer to be sent at least once to the Dow
Jones News Service or similar business news services in the
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United States and (2) send by first-class mail, postage prepaid, to the trustee
and to each holder of notes, at the address appearing in the register maintained
by the registrar of the notes, a notice stating:
(a) that the Change of Control Offer is being made pursuant to this
covenant and that all notes tendered will be accepted for payment;
(b) the Change of Control Purchase Price and the purchase date (which
shall be a New York Business Day no earlier than 30 days nor later
than 60 days from the date such notice is mailed (the "Change of
Control Payment Date"));
(c) that any note (or portion thereof) not tendered will continue to
accrue interest;
(d) that, unless we default in the payment of the Change of Control
Purchase Price, any notes (or portion thereof) accepted for payment
pursuant to the Change of Control Offer shall cease to accrue
interest after the Change of Control Payment Date;
(e) that holders of notes accepting the offer to have their notes
purchased pursuant to a Change of Control Offer will be required to
surrender their notes to the paying agent at the address specified in
the notice prior to the close of business on the New York Business
Day preceding the Change of Control Payment Date;
(f) that holders of notes will be entitled to withdraw their acceptance
if the paying agent receives, not later than the close of business on
the third New York Business Day preceding the Change of Control
Payment Date, a telegram, telex, facsimile transmission or letter
setting forth the name of the holder of notes, the principal amount
of the notes delivered for purchase, and a statement that such holder
is withdrawing its election to have such notes purchased;
(g) that holders of notes whose notes are being purchased only in part
will be issued new notes equal in principal amount to the unpurchased
portion of the notes surrendered;
(h) any other procedures that a holder of notes must follow to accept a
Change of Control Offer or effect withdrawal of such acceptance; and
(i) the name and address of the paying agent.
On the Change of Control Payment Date, we shall, to the extent lawful, (1)
accept for payment notes or portions thereof properly tendered pursuant to the
Change of Control Offer, (2) deposit with the paying agent money sufficient to
pay the Change of Control Purchase Price of all notes or portions thereof so
tendered and (3) deliver or cause to be delivered to the trustee notes so
accepted together with an officers' certificate stating the aggregate principal
amount of notes or portions thereof being purchased by us. The paying agent
shall promptly mail to each holder of notes so accepted payment in an amount
equal to the Change of Control Purchase Price for such notes, and we shall
execute and issue, and the trustee shall promptly authenticate and mail to each
relevant holder, a new note equal in principal amount to any unpurchased portion
of the notes surrendered; provided that each such new note shall be issued in an
original principal amount in denominations of US$1,000 and multiples thereof.
Prior to complying with any of the procedures of this "Change of Control"
covenant, but in any event within 20 days following any Change of Control, we
shall:
(1) repay in full all obligations and terminate all commitments under or
in respect of all Senior Indebtedness the terms of which prohibit the
purchase by us of the notes upon a Change of Control in compliance
with the terms of this covenant or offer to repay in full all
obligations and terminate all commitments under or in respect of all
such Senior Indebtedness and repay the Senior Indebtedness owed to
each such lender who has accepted such offer; or
(2) obtain the requisite consents under all such Senior Indebtedness to
permit the repurchase of the notes as described above.
We must first comply with the covenant described in the preceding sentence
before we will be required to purchase notes in the event of a Change of
Control; provided that our failure to comply with the covenant described in the
preceding sentence will constitute an Event of Default described in clause (3)
under "-- Events of Default" below.
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The indenture further provides that (A) if we or any Restricted Subsidiary
has issued any outstanding (1) Indebtedness that is subordinated in right of
payment to the notes or senior in right of payment with respect to Indebtedness
of Restricted Subsidiaries (other than under the Credit Facility or any other
Senior Indebtedness) or (2) Preferred Stock, and we or such Restricted
Subsidiary is required to make a Change of Control Offer or to make a
distribution with respect to such Indebtedness or Preferred Stock in the event
of a Change of Control, we shall not consummate any such offer or distribution
with respect to such Indebtedness or Preferred Stock until such time as we shall
have paid the Change of Control Purchase Price in full to the holders of notes
that have accepted our Change of Control Offer and shall otherwise have
consummated the Change of Control Offer made to holders of notes and (B) we will
not issue Indebtedness (not including, for greater certainty, any Acquired
Indebtedness) that is subordinated in right of payment to the notes or Preferred
Stock with change of control provisions requiring the payment of such
Indebtedness or Preferred Stock prior to the payment of the notes in the event
of a Change of Control under the indenture.
We will not be required to make a Change of Control Offer if a third party
makes the Change of Control Offer in the manner, at the time and otherwise in
compliance with the requirements set forth in the indenture applicable to a
Change of Control Offer made by us and purchases all notes or portions thereof
validly tendered and not withdrawn under such Change of Control Offer.
The existence of the right of the holders of the notes to require, subject
to certain conditions, us to repurchase notes upon a Change of Control may deter
a third party from acquiring us in a transaction that constitutes a Change of
Control. Certain Indebtedness, and future Indebtedness, of us may contain
provisions which prohibit the purchase by us of any notes prior to their stated
maturity, require obligations thereunder to be repurchased upon a Change of
Control or limit or prohibit our ability to comply with our obligations under
the indenture in the event of a Change of Control. If a Change of Control were
to occur, we may not have sufficient available funds to make the Change of
Control Offer for all notes that might be delivered by holders of the notes
seeking to accept the Change of Control Offer. The failure of us to make or
consummate the Change of Control Offer or to pay the Change of Control Purchase
Price when due will give the trustee and the holders of the notes the rights
described under "-- Events of Default."
We will comply with the requirements of Rule 14e-1 under the Exchange Act
and any other securities laws and regulations thereunder to the extent such laws
and regulations are applicable in connection with the repurchase of notes
pursuant to a Change of Control Offer. To the extent that the provisions of any
securities laws or regulations conflict with the "Change of Control" provisions
of the indenture, we shall comply with the applicable securities laws and
regulations and shall not be deemed to have breached our obligations under the
"Change of Control" provisions of the indenture by virtue thereof.
MERGER, CONSOLIDATION OR SALE OF ASSETS
We will not and will not permit any of our Restricted Subsidiaries to (1)
consolidate with, amalgamate with, or merge with or into another Person (whether
or not we or such Restricted Subsidiary will be the continuing Person), or (2)
sell, assign, transfer, lease, convey or otherwise dispose of all or
substantially all of our assets (as an entirety or substantially as an entirety
in one transaction or a series of related transactions) to any Person unless:
(1) either we or such Restricted Subsidiary, as the case may be, is the
continuing Person, or the Person (if other than us or such Restricted
Subsidiary) formed by such consolidation or amalgamation or into
which we or such Restricted Subsidiary, as the case may be, is merged
or to which the assets of us or such Restricted Subsidiary, as the
case may be, are sold, assigned, transferred, leased, conveyed or
otherwise disposed of is a corporation organized and existing under
the laws of the United States or any State thereof or the District of
Columbia or the laws of Canada or any province or territory thereof
or, in the case of any Restricted Subsidiary, the governing
jurisdiction of such Restricted Subsidiary and expressly assumes, by
a supplemental indenture, executed and delivered to the trustee, in
form reasonably satisfactory to the trustee, all of the obligations
of us or such Restricted Subsidiary, as the case may be, under the
indenture, the notes and the Guarantees and the obligations
thereunder remain in full force and effect;
(2) immediately before and immediately after giving effect to such
transaction, no default or Event of Default will have occurred and be
continuing; and
41
(3) immediately after giving effect to such transaction on a pro forma
basis we or such Person will be able to incur at least $1.00 of
additional Indebtedness (other than Permitted Indebtedness) under "--
Material Covenants -- Limitation on Additional Indebtedness" above,
provided that a Person that is a Guarantor on the Issue Date may
merge into us or another Person that is a Guarantor on the Issue Date
without complying with this clause (3); and provided, further, that a
Person other than us may merge into another Person that is not us
without complying with this clause (3) if our Consolidated Leverage
Ratio immediately after giving effect to such transaction on a pro
forma basis will be lower than our Consolidated Leverage Ratio
immediately before giving effect to such transaction.
In connection with any consolidation, amalgamation, merger or transfer of
assets contemplated by this provision, we will deliver, or cause to be
delivered, to the trustee, in form and substance reasonably satisfactory to the
trustee, an officers' certificate and an opinion of counsel, each stating that
such consolidation, amalgamation, merger or transfer and the supplemental
indenture in respect thereto comply with this provision (but for the trustee
being reasonably satisfied with the documentation to be entered into or
delivered to the trustee, as the case may be, as stated above) and that all
conditions precedent herein provided for relating to such transaction or
transactions have been complied with.
For purposes of the foregoing, the transfer (by lease, assignment, sale or
otherwise, in a single transaction or series of transactions) of all or
substantially all of the properties or assets of one or more of our Restricted
Subsidiaries the Capital Stock of which constitutes all or substantially all of
our properties and assets, will be deemed to be the transfer of all or
substantially all of our properties and assets.
REPORTS TO HOLDERS OF NOTES
So long as any notes are outstanding, (a) we will furnish to the holders of
notes, within the time periods specified in the Commission's rules and
regulations but whether or not required by the Commission, all quarterly and
annual financial information that would be required to be contained in a filing
with the Commission on Forms 20-F, 40-F and 6-K, as applicable, if we were
required to file such Forms, or (b) so long as (i) CanWest is required to file
periodic reports with the Commission under the Exchange Act and is in compliance
with such requirements and (ii) we are required to make publicly available
periodic reports at least quarterly and annually under applicable Canadian law
and file such reports on the SEDAR(R) system or any successor system, then we
may, in lieu of our obligation under clause (a) above, furnish to the holders of
the notes, within the time periods specified in the applicable rules and
regulations, all such periodic reports so required to be made publicly
available, including in the case of either clause (a) or clause (b), a
"Management's Discussion and Analysis of Financial Condition and Results of
Operations" and, with respect to the annual information only, a report on the
annual financial statements by our chartered accountants; provided, that such
information may be prepared in accordance with GAAP so long as it is reconciled
to generally accepted accounting principles in the United States as permitted or
required by the Commission for foreign private issuers.
For as long as we have designated any of our Subsidiaries as Unrestricted
Subsidiaries, then the quarterly and annual financial information required by
the preceding paragraph will include a reasonably detailed presentation, either
on the face of the financial statements or in the footnotes thereto, and in
Management's Discussion and Analysis of Financial Condition and Results of
Operations, of the financial condition and results of operations of us and our
Restricted Subsidiaries separate from the financial condition and results of
operations of our Unrestricted Subsidiaries.
In addition, in the event clause (a) of the second preceding paragraph
applies, whether or not required by the Commission, we will file a copy of all
of the information and reports referred to in the second preceding paragraph
with the Commission for public availability within the time periods specified in
the Commission's rules and regulations (unless the Commission will not accept
such a filing that does not contain all of the information required by the
Commission rules) and make such information available to prospective investors
upon request. We will also furnish to holders of notes and prospective investors
upon request the information required to be delivered pursuant to Rule
144A(d)(4) under the Securities Act.
GUARANTEES
The Guarantors have jointly and severally guaranteed the notes on a general
unsecured basis. All payments pursuant to the Guarantees by the Guarantors will
42
be subordinate in right of payment to the prior payment in full of all existing
and future Senior Indebtedness of each respective Guarantor, to the same extent
and in the same manner that all payments pursuant to the notes are subordinated
in right of payment to the prior payment in full of all of our Senior
Indebtedness.
The obligations of each Guarantor are limited to the maximum amount as
will, after giving effect to all other contingent and fixed liabilities of such
Guarantor (including, without limitation, any guarantees of Senior Indebtedness)
and after giving effect to any collections from or payments made by or on behalf
of any other Guarantor in respect of the obligations of such other Guarantor
under its Guarantee or pursuant to its contribution obligations under the
indenture, result in the obligations of such Guarantor under the Guarantee (i)
not constituting a fraudulent conveyance or fraudulent transfer, or (ii) not
being such that there would be reasonable grounds to believe such Guarantor
would not be able to meet the applicable financial tests, under applicable
federal, state, provincial or territorial law. Each Guarantor that makes a
payment or distribution under a Guarantee will be entitled to a contribution
from each other Guarantor in a pro rata amount based on the Adjusted Net Assets
of each Guarantor.
A Guarantor will be released from all of its obligations under its
Guarantee if:
(1) (a) all of its assets or Capital Stock is sold, in each case in a
transaction in compliance with "-- Material Covenants -- Limitation
on Certain Asset Sales" above, (b) the Guarantor merges with or into,
or consolidates with or amalgamates with, or transfers all or
substantially all of its assets to, another Person in compliance with
"-- Merger, Consolidation or Sale of Assets" above, or (c) such
Guarantor is designated an Unrestricted Subsidiary;
(2) such Guarantor has delivered to the trustee an officers' certificate
and an opinion of counsel, each stating that all conditions precedent
herein provided for relating to such transaction have been complied
with; and
(3) as of the date of such release any transaction to which such
Guarantor had been a party that would have constituted an Affiliate
Transaction, an Asset Sale or a Restricted Payment but for, or that
constituted a Permitted Investment in reliance on, such Guarantor's
status as a Guarantor could be consummated as an Affiliate
Transaction, Asset Sale, Restricted Payment or Permitted Investment,
as the case may be, in compliance with the applicable terms of the
indenture.
EVENTS OF DEFAULT
The following events are defined in the indenture as "Events of Default":
(1) default in payment of any principal of, or premium, if any, on the
notes whether at maturity, upon redemption, required repurchase or
otherwise (whether or not such payment is prohibited by the
subordination provisions of the indenture);
(2) default for 30 days in payment when due of any interest on the notes;
(3) default by us or any Restricted Subsidiary in the observance or
performance of any other covenant in the notes or the indenture for
30 days after written notice from the trustee as directed in writing
by the holders of not less than 25% in aggregate principal amount of
the notes then outstanding (except in the case of a default with
respect to "-- Change of Control" or "-- Merger, Consolidation or
Sale of Assets" which shall constitute an Event of Default with such
notice requirement but without such passage of time requirement);
(4) failure to pay when due principal, interest or premium in an
aggregate amount of $20.0 million or more with respect to any
Indebtedness of us or any of our Restricted Subsidiaries, or the
acceleration of any such Indebtedness aggregating $20.0 million or
more which default shall not be cured, waived or postponed pursuant
to an agreement with the holders of such Indebtedness within 60 days
after written notice as provided in the indenture, or such
acceleration shall not be rescinded or annulled within 30 days after
written notice as provided in the indenture (excluding from this
clause (4) for all purposes of the indenture any amounts due in
respect of, or any acceleration of, the limited recourse Indebtedness
of Global Communications Limited to Technical Data Holdings Ltd. in
an amount not to exceed $14.5 million;
43
(5) any final judgment or judgments which can no longer be appealed for
the payment of money in excess of $20.0 million, net of any amounts
covered by insurance, shall be rendered against us or any of our
Restricted Subsidiaries, and shall not be waived, satisfied or
discharged for any period of 60 consecutive days during which a stay
of enforcement shall not be in effect;
(6) certain events involving bankruptcy, insolvency or reorganization of
us or any of our Significant Subsidiaries; and
(7) any of the Guarantees ceases to be in full force and effect or any of
the Guarantees is declared to be null and void and unenforceable or any
of the Guarantees is found to be invalid or any of the Guarantors denies
its liability under its Guarantee (other than, in any such case, by
reason of release of a Guarantor in accordance with the terms of the
indenture).
The indenture provides that the trustee may withhold notice to the holders
of the notes of any default (except in payment of principal or premium, if any,
or interest on the notes) if the trustee considers it to be in the best interest
of the holders of the notes to do so.
The indenture provides that if an Event of Default (other than an Event of
Default resulting from certain events of bankruptcy, insolvency or
reorganization) shall have occurred and be continuing, then the trustee or the
holders as directed in writing by not less than 25% in aggregate principal
amount of the notes then outstanding may declare to be immediately due and
payable the entire principal amount of all the notes then outstanding plus
accrued interest to the date of acceleration and the same (1) shall become
immediately due and payable, or (2) if there are any amounts outstanding under
the Credit Facility, will become immediately due and payable upon the first to
occur of an acceleration under the Credit Facility or five business days after
receipt by us and the representative under the Credit Facility of a notice of
acceleration; provided, however, that after any such acceleration but before a
judgment or decree based upon such acceleration is obtained by the trustee, the
holders of a majority in aggregate principal amount of outstanding notes may,
under certain circumstances, rescind and annul such acceleration if (1) all
Events of Default, other than nonpayment of principal, premium, if any, or
interest that has become due solely because of the acceleration, have been cured
or waived as provided in the indenture, (2) to the extent the payment of such
interest is lawful, interest on overdue installments of interest and overdue
principal, which has become due otherwise than by reason of such declaration of
acceleration, has been paid, (3) if we have paid the trustee its compensation
due and payable and reimbursed the trustee for its expenses, disbursements and
advances incurred prior to the date of such rescission and annulment and (4) in
the event of the cure or waiver of an Event of Default of the type described in
clause (6) of the above Events of Default, the trustee shall have received an
officers' certificate and an opinion of counsel that such Event of Default has
been cured or waived. No such rescission shall affect any subsequent default or
impair any right consequent thereto. In case an Event of Default resulting from
certain events of bankruptcy, insolvency or reorganization shall occur, the
principal, premium, if any, and interest with respect to all of the notes shall
be due and payable immediately without any declaration or other act on the part
of the trustee or the holders of the notes.
The holders of a majority in principal amount of the notes then outstanding
shall have the right to waive any existing default or compliance with any
provision of the indenture or the notes except a continuing default or Event of
Default in the payment of interest on, or the principal of, the notes and to
direct the time, method and place of conducting any proceeding for any remedy
available to the trustee, subject to certain limitations provided for in the
indenture and under the Trust Indenture Act.
No holder of any note will have any right to institute any proceeding with
respect to the indenture or for any remedy thereunder, unless such holder shall
have previously given to the trustee written notice of a continuing Event of
Default and unless the holders of at least 25% in aggregate principal amount of
the outstanding notes shall have made written request and offered indemnity
reasonably satisfactory to the trustee to institute such proceeding as trustee,
and unless the trustee shall not have received from the holders of a majority in
aggregate principal amount of the outstanding notes a written direction
inconsistent with such request and shall have failed to institute such
proceeding within 60 days after receipt of such written notice. Notwithstanding
the foregoing, such limitations do not apply to a suit instituted on such note
on or after the due date expressed in such note.
DEFEASANCE AND COVENANT DEFEASANCE
The indenture provides that we may elect either (a) to defease and be
discharged from any and all of our obligations with respect to the notes (except
for the obligations to register the transfer or exchange of such notes,
44
to replace temporary or mutilated, destroyed, lost or stolen notes, to maintain
an office or agency in respect of the notes and to hold monies for payment in
trust) ("defeasance"), or (b) to be released from our obligations with respect
to the notes under certain covenants contained in the indenture ("covenant
defeasance") upon the deposit with the trustee (or other qualifying trustee), in
trust for such purpose, of money in U.S. dollars and/or non-callable U.S.
government obligations, which through the payment of principal and interest in
accordance with their terms will provide money, in an amount sufficient to pay
the principal of, premium, if any, and interest on the notes on the scheduled
due dates therefor or on a selected date of redemption in accordance with the
terms of the indenture. Such a trust may only be established if, among other
things,
(1) we have delivered to the trustee an opinion of counsel (as specified
in the indenture) (A) to the effect that neither the trust nor the
trustee will be required to register as an investment company under
the Investment Company Act of 1940, as amended, and (B) describing
either a private ruling concerning the notes or a published ruling of
the Internal Revenue Service, to the effect that holders of the notes
or persons in their positions will not recognize income, gain or loss
for federal income tax as a result of such deposit, defeasance and
discharge and will be subject to federal income tax on the same
amount and in the same manner and at the same times as would have
been the case if such deposit, defeasance and discharge had not
occurred;
(2) no default or Event of Default shall have occurred and be continuing
on the date of such deposit or insofar as Events of Default from
bankruptcy, insolvency or reorganization events are concerned, at any
time in the period ending on the 91st day after the date of deposit;
(3) such defeasance or covenant defeasance shall not result in a breach
or violation of, or constitute a default under, the indenture or any
other material agreement or instrument to which we or any of our
Subsidiaries is a party or by which we or any of our Subsidiaries is
bound;
(4) we shall have delivered to the trustee an officers' certificate
stating that the deposit was not made by us with the intent of
preferring the holders of the notes over any of our other creditors
or with the intent of defeating, hindering, delaying or defrauding
any of our other creditors or others;
(5) we shall have delivered to the trustee an officers' certificate and
an opinion of counsel, each stating that all conditions precedent
provided for or relating to the defeasance or the covenant defeasance
have been complied with;
(6) we shall have delivered to the trustee an opinion of counsel to the
effect after the 91st day following the deposit, the trust funds will
not be subject to the effect of any applicable bankruptcy,
insolvency, reorganization or similar laws affecting creditors'
rights generally; and
(7) certain other customary conditions precedent are satisfied.
Notwithstanding the foregoing, the opinion of counsel required by clause
(1) above with respect to a defeasance need not be delivered if all notes not
theretofore delivered to the trustee for cancellation (a) have become due and
payable, or (b) will become due and payable on the maturity date within one year
under arrangements satisfactory to the trustee for the giving of notice of
redemption by the trustee in our name and at our expense.
SATISFACTION AND DISCHARGE
The indenture will be discharged and will cease to be of further effect
(except as to surviving rights or registration of transfer or exchange of the
notes, as expressly provided for in the indenture) as to all outstanding notes
when:
(1) either:
(a) all the notes authenticated and delivered (except lost, stolen or
destroyed notes which have been replaced or paid and notes for
whose payment money has been deposited in trust or segregated and
held in trust by us and thereafter repaid to us or discharged from
such trust) have been delivered to the trustee for cancellation;
or
(b) all notes not delivered to the trustee for cancellation have
become due and payable and we have irrevocably deposited or caused
to be deposited with the trustee funds in an amount sufficient to
pay and discharge the entire Indebtedness on the notes not
delivered to the trustee for cancellation, for principal of,
premium, if any, and interest on the notes to the date of deposit
together with
45
irrevocable written instructions from us directing the trustee to
apply such funds to the payment thereof at maturity or redemption,
as the case may be;
(2) we have paid all other sums payable under the indenture by us; and
(3) we have delivered to the trustee an officers' certificate and an
opinion of counsel stating that all conditions precedent under the
indenture relating to the satisfaction and discharge of the indenture
have been complied with.
MODIFICATION OF INDENTURE
From time to time, we, the Guarantors and the trustee may, without the
consent of holders of the notes, amend or supplement the indenture for certain
specified purposes, including providing for uncertificated notes in addition to
certificated notes, and curing any ambiguity, defect or inconsistency, or making
any other change that does not, in the opinion of the trustee, materially and
adversely affect the rights of any holder. The indenture contains provisions
permitting us, the Guarantors and the trustee, with the written consent of
holders of at least a majority in principal amount of the outstanding notes, to
modify or supplement the indenture, except that no such modification shall,
without the written consent of each holder affected thereby,
(1) reduce the amount of notes whose holders must consent to an
amendment, supplement, or waiver to the indenture;
(2) reduce the rate of or change the time for payment of interest,
including defaulted interest, on any note;
(3) reduce the principal of or premium on or change the stated maturity
of any note or change the date on which any notes may be subject to
redemption or repurchase or reduce the redemption or repurchase price
therefor;
(4) make any note payable in money other than that stated in the note;
(5) waive a default on the payment of the principal of, interest on, or
redemption payment with respect to any note;
(6) make any change in any provisions of the indenture protecting the
right of each holder of notes to receive payment of the principal of
and interest on such note on or after the due date thereof or to
bring suit to enforce such payment, or permitting holders of a
majority in principal amount of notes to waive defaults or Events of
Default;
(7) modify or change any provision of the indenture or the related
definitions affecting the ranking of the notes or the Guarantees in a
manner which adversely affects the holders of notes; or
(8) release any Guarantor from any of its obligations under its Guarantee
or the indenture otherwise than in accordance with the terms of the
indenture.
COMPLIANCE CERTIFICATE
We will deliver to the trustee on or before 105 days after the end of our
fiscal year and on or before 60 days after the end of each the first, second and
third fiscal quarters in each year an officers' certificate stating whether or
not the signers know of any default or Event of Default that has occurred and is
continuing. If they know of any such default or Event of Default, the
certificate will describe the default or Event of Default, its status and the
intended method of cure, if any.
THE TRUSTEE
The trustee under the indenture is the registrar and paying agent with
regard to the notes. The indenture provides that, except during the continuance
of an Event of Default, the trustee will perform only such duties as are
specifically set forth in the indenture. During the existence of an Event of
Default, the trustee will exercise such rights and powers as are vested in it
under the indenture and use the same degree of care and skill in its exercise as
a prudent person would exercise under the circumstances in the conduct of such
person's own affairs.
TRANSFER AND EXCHANGE
Holders of the notes may transfer or exchange notes in accordance with the
indenture. No service charge may be made to the holder for any registration of
transfer or exchange. The registrar under the indenture may require a holder,
among other things, to furnish appropriate endorsements and transfer documents,
and to pay any taxes and fees required by law or permitted by the indenture. The
registrar is not required to transfer or exchange any note
46
selected for redemption and, further, is not required to transfer or exchange
any note for a period of 15 days before selection of the notes to be redeemed.
The registered holder of a note may be treated as the owner of it for all
purposes.
GOVERNING LAW
The indenture and the initial notes are, and the exchange notes will be,
governed by and construed in accordance with the internal laws of the State of
New York, without giving effect to the principles of conflicts of laws to the
extent the application of the laws of another jurisdiction would be required
thereby.
ENFORCEABILITY OF JUDGMENTS
We have been informed by our Canadian counsel, Osler, Hoskin & Harcourt
LLP, that the laws of the Province of Ontario and the federal laws of Canada
applicable therein permit an action to be brought in a court of competent
jurisdiction in the Province of Ontario (a "Canadian Court") on any final and
conclusive judgment in personam of any federal or state court located in the
Borough of Manhattan in The City of New York ("New York Court") that is not
impeachable as void or voidable under the internal laws of the State of New York
for a sum certain in respect of the enforcement of the indenture or the notes if
(i) the court rendering such judgment had jurisdiction over the judgment debtor,
as recognized by the Canadian Court (and submission by us in the indenture to
the non-exclusive jurisdiction of the New York Court will be sufficient for such
purpose), (ii) such judgment was not obtained by fraud or in a manner contrary
to natural justice and the enforcement thereof would not be inconsistent with
public policy, as that term is then applied by a Canadian Court, or contrary to
any order made by the Attorney General of Canada under the Foreign
Extraterritorial Measures Act (Canada), (iii) the enforcement of such judgment
does not constitute, directly or indirectly, the enforcement of foreign revenue,
expropriatory or penal laws and (iv) the action to enforce such judgment is
commenced within the applicable limitation period. We have been advised by
Osler, Hoskin & Harcourt LLP that it knows of no reason, based upon public
policy under the laws of the Province of Ontario and the federal laws of Canada
applicable therein, as that term is applied by a Canadian Court on the date
hereof, for avoiding recognition of a judgment of a New York Court to enforce
the indenture or the notes.
CONSENT TO JURISDICTION AND SERVICE
We and the Guarantors have appointed CanWest International Corp., a
Delaware corporation and an Unrestricted Subsidiary, as our respective agent for
service of process in any suit, action or proceeding with respect to the
indenture or the notes and for actions brought under U.S. federal or state
securities laws brought in any U.S. federal or state court located in the
Borough of Manhattan in the City of New York and have submitted to the
non-exclusive jurisdiction of such courts. CanWest International Corp.'s address
is c/o Corporation Service Company, 2711 Centerville Road, Suite 400,
Wilmington, Delaware 19808.
CERTAIN DEFINITIONS
Set forth below is a summary of certain of the defined terms used in the
indenture. Reference is made to the indenture for the full definition of all
such terms as well as any other capitalized terms used herein for which no
definition is provided.
"Acquired Indebtedness" of any Person means Indebtedness of any other
Person (including an Unrestricted Subsidiary) existing at the time and
continuing to exist immediately after the time such other Person becomes a
Restricted Subsidiary of such Person or is merged into or consolidated or
amalgamated with such Person or which is assumed in connection with the
acquisition of assets from such other Person and, in each case, not incurred by
such other Person in connection with, or in anticipation or contemplation of,
such other Person becoming a Restricted Subsidiary or such merger,
consolidation, amalgamation or acquisition.
"Adjusted Net Assets" of any Person at any date means the lesser of the
amount by which
(1) the fair value of the property of such Person exceeds the total
amount of liabilities, including, without limitation, contingent
liabilities (after giving effect to all other fixed and contingent
liabilities) of such Person, but excluding liabilities under the
Guarantee of such Person at such date; and
(2) the present fair salable value of the assets of such Person at such
date exceeds the amount that will be required to pay the probable
liability of such Person on its debts (after giving effect to all other
fixed
47
and contingent liabilities of such Person and after giving effect to any
collection from any other Person in respect of the obligations of such
Person under the Guarantee of such Person), excluding Indebtedness in
respect of the Guarantee of such Person, as they become absolute and
matured.
"Affiliate" means, with respect to any specific Person, any other Person
that directly or indirectly through one or more intermediaries controls, or is
controlled by, or is under common control with, such specified Person. For the
purposes of this definition, "control" (including, with correlative meanings,
the terms "controlling," "controlled by," and "under common control with"), as
used with respect to any Person, means the possession, directly or indirectly,
of the power to direct or cause the direction of the management or policies of
such Person, whether through the ownership of voting securities, by agreement or
otherwise; provided that, for purposes of the covenant described under "--
Material Covenants -- Limitation on Transactions with Affiliates" beneficial
ownership of at least 20% of the voting securities of a person, either directly
or indirectly, shall be deemed to be control.
"Asper Group" means (i) Israel Asper ("Asper"); (ii) his spouse; (iii) any
lineal descendant of Asper (treating for this purpose, for greater certainty,
any legally adopted descendant as a lineal descendant); (iv) the estate of any
person listed in clauses (i) to (iii); (v) any trust primarily for one or more
of the lineal descendants of Asper, spouses of such lineal descendants, Asper
himself or any spouse or former spouse of Asper; provided that one or more of
the persons listed in clauses (i) to (iii) retain dispositive control of such
trust; (vi) any and all corporations which are directly or indirectly controlled
by any one or more of the foregoing; and (vii) any charitable trust settled by
any one or more of the Persons listed in clause (i) to (iii) over which any such
Person or Persons retains dispositive control; provided, that, for the purposes
of this definition, (a) "control" of a corporation means the ownership of, or
control or direction over, voting interests with more than 50% of the total
voting power entitled (without regard to the occurrence of any contingency) to
vote in the election of the board of directors of such corporation and the votes
attached to such voting interests are sufficient, if exercised, to elect a
majority of the board of directors of such corporation, (b) "spouse" includes a
person's widow or widower, and (c) "dispositive control" of a charitable trust
means the control or direction over the payment or transfer of trust property to
beneficiaries.
"Asset Acquisition" means (1) an Investment by us or any Restricted
Subsidiary in any other Person pursuant to which such Person shall become a
Restricted Subsidiary or any Restricted Subsidiary, or shall be merged,
consolidated or amalgamated with or into us or any Restricted Subsidiary, or (2)
the acquisition by us or any Restricted Subsidiary of the assets of any Person
(other than a Restricted Subsidiary) which constitute all or substantially all
of the assets of such Person or comprise any division or line of business of
such Person or any other properties or assets of such Person other than in the
ordinary course of business.
"Asset Sale" means any direct or indirect sale, issuance, conveyance,
assignment, transfer, lease or other disposition, other than to us or any of our
Wholly Owned Subsidiaries or Restricted Subsidiaries that are also Guarantors,
in any single transaction or series of related transactions of (a) any Capital
Stock of or other equity interest in any Restricted Subsidiary, or (b) any
Property of us or of any Restricted Subsidiary; provided that an Asset Sale
shall not include (1) a transaction or series of related transactions for which
we and our Restricted Subsidiaries or any of them receive aggregate
consideration of less than $5.0 million, (2) the sale, lease, conveyance,
disposition or other transfer of all or substantially all of the assets of us or
any Restricted Subsidiary as permitted under "-- Merger, Consolidation or Sale
of Assets" or under "-- Material Covenants -- Limitation on Sales and Lease-Back
Transactions," (3) any disposition of any Cash Equivalents, (4) the sale or
other disposition of inventory in the ordinary course of business, (5) any sales
of property or equipment that has become worn out, obsolete or damaged or
otherwise unsuitable for use in connection with the business of us or any
Restricted Subsidiary, as the case may be, (6) the sale of television stations
CFCF and CKVU and related Property (provided that we or any Restricted
Subsidiary receives consideration in connection with such sale at least equal to
the fair market value of such Property), (7) any sale or discount of receivables
in the ordinary course of business on terms customary (when taken as a whole)
for transactions of such nature and (8) any transaction consummated in
compliance with the covenant described under "-- Material Covenants --
Limitation on Restricted Payments."
"Asset Sale Proceeds" means, with respect to any Asset Sale, (1) cash
received by us or any Restricted Subsidiary from such Asset Sale (including cash
received as consideration for the assumption of liabilities incurred in
connection with or in anticipation of such Asset Sale), after (a) provision for
all income or other taxes measured
48
by or resulting from such Asset Sale, (b) payment of all brokerage commissions,
underwriting and other fees (including legal and accounting fees) and expenses
related to such Asset Sale, (c) provision for minority interest holders in any
Restricted Subsidiary as a result of such Asset Sale, (d) repayment of any
Indebtedness that is required to be repaid, or any repayment of any Senior
Indebtedness that we or any Restricted Subsidiary elects to repay, in connection
with such Asset Sale and (e) deduction of appropriate amounts to be provided by
us or a Restricted Subsidiary as a reserve, in accordance with GAAP, against any
liabilities associated with the assets sold or disposed of in such Asset Sale
and retained by us or a Restricted Subsidiary after such Asset Sale, including,
without limitation, pension and other post-employment benefit liabilities and
liabilities related to environmental matters or against any indemnification
obligations associated with the assets sold or disposed of in such Asset Sale,
and (2) promissory notes and other noncash consideration received by us or any
Restricted Subsidiary from such Asset Sale or other disposition upon the
liquidation or conversion of such notes or noncash consideration into cash.
"Attributable Indebtedness" means, with respect to any Sale and Lease-Back
Transaction, as at the time of determination, the greater of (1) the fair value
of the property subject to such arrangement and (2) the present value of the
total obligations of the lessee for rental payments during the remaining term of
the lease included in such Sale and Lease-Back Transaction (including any period
for which such lease has been extended) or until such lease may be terminated by
the lessee without penalty (or if terminable with a penalty, the aforesaid
present value shall include the present value of such penalty). Such present
value shall be calculated using a discount rate equal to the rate of interest
implicit in such transaction, determined in accordance with GAAP.
"Available Asset Sale Proceeds" means, with respect to any Asset Sale, the
aggregate Asset Sale Proceeds from such Asset Sale that have not been applied in
accordance with clauses (3)(a) or (3)(b), and that have not yet been the basis
for an Excess Proceeds Offer in accordance with clause (3)(c), of the first
paragraph of "-- Material Covenants -- Limitation on Certain Asset Sales."
"Board of Directors" of any Person means the board of directors, managers,
management committee or other body governing the management and affairs of such
Person.
"CanWest" means CanWest Global Communications Corporation, a corporation
formed under the federal laws of Canada.
"Capital Stock" means, with respect to any Person, any and all shares,
interests, participations or other equivalents (however designated and whether
or not voting) of corporate stock, membership interests, partnership interests
or any other participation, right or other interest in the nature of an equity
interest in such Person including, without limitation, Common Stock and
Preferred Stock of such Person and, with respect to us, includes any and all
obligations under the CMI Notes Indenture, regardless of whether such
obligations are reflected as liabilities or equity on a balance sheet prepared
in accordance with GAAP, or any option, warrant or other security convertible
into any of the foregoing.
"Capitalized Lease Obligations" means with respect to any Person,
Indebtedness represented by obligations under a lease that is required to be
capitalized for financial reporting purposes in accordance with GAAP, and the
amount of such Indebtedness shall be the capitalized amount of such obligations
determined in accordance with GAAP.
"Cash Equivalents" means (1) marketable direct obligations issued by, or
unconditionally guaranteed by, the United States or Canadian Government or
issued by any agency or instrumentality thereof and backed by the full faith and
credit of the United States or Canada, in each case maturing within one year
from the date of acquisition thereof; (2) marketable direct obligations issued
by any state of the United States of America, the District of Columbia or any
province or territory of Canada or any political subdivision of any such state,
province or territory or any agency or instrumentality thereof maturing within
one year from the date of acquisition thereof and, at the time of acquisition,
having one of the two highest ratings obtainable from either S&P or Moody's
provided that, in the event that any such obligation is not rated by S&P or
Moody's, such obligation shall have the highest rating from Dominion Bond Rating
Service Limited; (3) commercial paper maturing no more than one year from the
date of creation thereof and, at the time of acquisition, having a rating of at
least A-1 from S&P or a rating of at least P-1 from Moody's or, with respect to
commercial paper in Canada, at least R-1 high by Dominion Bond Rating Service
Limited; (4) investments in time deposit accounts, term deposit accounts, money
market deposit accounts, certificates of deposit or bankers' acceptances
maturing within one year from the date of acquisition thereof issued by any bank
organized under the laws of the United States of America or any state thereof or
the District of
49
Columbia or Canada or any U.S. or Canadian branch of a foreign bank having at
the date of acquisition thereof combined capital and surplus of not less than
$500.0 million; (5) repurchase obligations with a term of not more than 30 days
for underlying securities of the types described in clause (1) above entered
into with any bank meeting the qualifications specified in clause (4) above; and
(6) investments in money market funds which invest substantially all their
assets in securities of the types described in any of clauses (1) through (5)
above.
"CBL" means CanWest Broadcasting Ltd., a corporation formed under the laws
of Manitoba which, on May 1, 2001, was amalgamated and continued as CBL
Broadcasting (2001) Ltd.
"Change of Control" means (i) CanWest ceases to own, directly or
indirectly, all of our outstanding voting securities; (ii) the Asper Group
ceases to beneficially own, directly or indirectly, at least 25% of the votes
attached to CanWest's securities entitled to vote for the election of the Board
of Directors of CanWest; (iii) any Person or related group of Persons for
purposes of Section 13(d) of the Exchange Act (other than the Asper Group or any
member thereof) shall at any time be, directly or indirectly, the beneficial
owner of a greater percentage of the votes attached to CanWest's securities
entitled to vote for the election of CanWest's Board of Directors than the votes
attached to CanWest's securities entitled to vote for the election of the Board
of Directors beneficially owned, directly or indirectly, by the Asper Group;
(iv) any sale, lease, exchange or other transfer (in one transaction or a series
of related transactions) of all or substantially all of CanWest's or our
property and assets; (v) CanWest's or our shareholders approve any plan or
proposal for the liquidation or dissolution of CanWest or us, as the case may
be; (vi) any person shall cause, as a result of any proxy solicitation made
otherwise than by or on behalf of management, Continuing Directors to cease to
be a majority of the Board of Directors of CanWest (where "Continuing Directors"
are (x) members of the original Board of Directors or (y) members appointed or
whose nomination is approved by a majority of the Continuing Directors or
nominated at a time that the Continuing Directors form a majority of the Board
of Directors) or (vii) any other event constituting a Change of Control under
the Credit Facility (unless effectively waived by the lenders thereunder).
"CMI Notes Indenture" means the trust indenture providing for the issuance
of our floating rate junior subordinated debentures due November 15, 2020.
"Commission" means the United States Securities and Exchange Commission.
"Common Stock" of any Person means all Capital Stock of such Person that is
generally entitled to (1) vote in the election of directors of such Person or
(2) if such Person is not a corporation, vote or otherwise participate in the
selection of the governing body, partners, managers or others that will control
the management and policies of such Person.
"Communications Business" means the media and communications businesses and
activities related thereto, including television broadcasting and related
businesses (such as the sale of television advertising and programming and the
development, production and distribution of television and film programming),
radio broadcasting and related businesses (such as sale of radio advertising and
the production of radio programming), speciality or pay television, print media
and related businesses, cable television, electronic media, print media, data,
voice and video transmission, advertising, billboards and transmission tower
rental and sales and real property rental and sales (to the extent that such
rental and sales arise from lease or sale of properties used by a Person in
connection with any of the foregoing media and communications businesses) and
lending of money by us to any Restricted Subsidiary or by CanWest Finance Inc.
to us or other Restricted Subsidiaries and including the holding of ownership
interests in persons engaged in the foregoing.
"Consolidated Interest Expense" means, with respect to any Person, for any
period, the aggregate amount of interest which, in conformity with GAAP, would
be set forth opposite the caption "interest expense" or any like caption on an
income statement for such Person and its Restricted Subsidiaries on a
consolidated basis (including, but not limited to, without duplication, (1)
imputed interest included in Capitalized Lease Obligations; (2) all commissions,
discounts and other fees and charges owed with respect to letters of credit and
bankers' acceptance financing; (3) the net costs associated with Hedging
Obligations; (4) amortization of other financing fees and expenses; (5) the
interest portion of any deferred payment obligation; (6) amortization of
discount or premium, if any; and (7) all other non-cash interest expense (other
than interest paid in Capital Stock (other than Disqualified Capital Stock) of
such Person and other than interest allocated to cost of sales)) plus, without
duplication, all net capitalized interest (other than interest capitalized in
connection with the purchase of that certain Property acquired on November 16,
2000, and reflected as an adjustment to the purchase price thereof, in an amount
not to exceed
50
$75.0 million) for such period and all interest incurred or paid under any
guarantee of Indebtedness (including a guarantee of principal, interest or any
combination thereof) of any Person, plus the amount of all dividends or
distributions paid on Disqualified Capital Stock (other than dividends paid or
payable in shares of Capital Stock (other than Disqualified Capital Stock) of
such Person).
"Consolidated Leverage Ratio" means, with respect to any Person, the ratio
of (1) the sum, without duplication, of the aggregate outstanding amount of
Indebtedness of such Person and its Restricted Subsidiaries as of the date of
calculation (the "Transaction Date") on a consolidated basis determined in
accordance with GAAP (after giving effect on a pro forma basis to the incurrence
or repayment of any Indebtedness of such Person or any of its Restricted
Subsidiaries giving rise to the need to make such calculation) to (2) such
Person's EBITDA for the four full fiscal quarters (the "Four Quarter Period")
ending on or prior to the Transaction Date for which financial statements are
available. For purposes of this definition, clause (2) above will be calculated
after giving effect on a pro forma basis to any Asset Sales or Asset
Acquisitions (including, without limitation, any Asset Acquisition giving rise
to the need to make such calculation as a result of such Person or one of its
Restricted Subsidiaries (including any Person who becomes a Restricted
Subsidiary as a result of the Asset Acquisition) incurring, assuming or
otherwise being liable for Acquired Indebtedness and also including any EBITDA
(provided that such EBITDA will be included only to the extent that Consolidated
Income would be includable pursuant to the definition of "Consolidated Net
Income") (including any pro forma expense and cost reductions calculated on a
basis consistent with Regulation S-X of the Exchange Act) attributable to the
assets which are the subject of the Asset Acquisition or Asset Sale during the
Four Quarter Period) occurring during the Four Quarter Period or at any time
subsequent to the last day of the Four Quarter Period and on or prior to the
Transaction Date, as if such Asset Sale or Asset Acquisition (including the
incurrence, assumption or liability for any such Acquired Indebtedness) occurred
on the first day of the Four Quarter Period. If such Person or any of its
Restricted Subsidiaries directly or indirectly guarantees Indebtedness of a
third Person, the preceding sentence will give effect to the incurrence of such
guaranteed Indebtedness as if such Person or any Restricted Subsidiary or such
Person had directly incurred or otherwise assumed such guaranteed Indebtedness.
"Consolidated Net Income" means, with respect to any Person, for any
period, the aggregate of the Net Income of such Person and its Restricted
Subsidiaries for such period, on a consolidated basis, determined in accordance
with GAAP; provided, however, that (a) (1) the equity of such Person in the Net
Income of any other Person (the "other Person") in which such Person or any of
its Restricted Subsidiaries has less than a 100% interest (which interest does
not cause the Net Income of such other Person to be consolidated into the Net
Income of such Person in accordance with GAAP) for such period shall be included
in such Person's Consolidated Net Income only to the extent of the amount of
dividends or distributions actually paid to such Person or such Restricted
Subsidiary during such period (subject, in the case of a dividend or
distribution to a Restricted Subsidiary, to the limitations contained in clause
(b) of this definition of "Consolidated Net Income"), and (2) such Person's
equity in a net loss of any such other Person (other than an Unrestricted
Subsidiary) for such period shall be included in determining such Person's
Consolidated Net Income; (b) the Net Income of any Restricted Subsidiary of such
Person that is subject to any restriction or limitation on the payment of
dividends or the making of other distributions shall be excluded to the extent
of such restriction or limitation, except that (1) subject to the limitations
contained in subclause (b)(2) of this definition of "Consolidated Net Income,"
the equity of such Person in the Net Income of any such Restricted Subsidiary
for such period shall be included in such Person's Consolidated Net Income to
the extent of dividends or distributions that could have been paid by such
Restricted Subsidiary during such period to such Person or another Restricted
Subsidiary (subject, in the case of a dividend or distribution to another
Restricted Subsidiary, to the limitations contained in this clause), and (2)
such Person's equity in a net loss of any such Restricted Subsidiary for such
period shall be included in determining such Consolidated Net Income; (c)(1) the
Net Income of any Person acquired in a pooling of interests transaction for any
period prior to the date of such acquisition, and (2) any net gain or loss
during such period resulting from an Asset Sale by such Person or any of its
Restricted Subsidiaries other than in the ordinary course of business shall be
excluded; (d) extraordinary gains and losses during such period shall be
excluded; (e) income or loss attributable to discontinued operations (including,
without limitation, operations disposed of during such period whether or not
such operations were classified as discontinued) shall be excluded; and (f) in
the case of a successor to such Person by consolidation, amalgamation or merger
or as a transferee of such Person's assets, any earnings of the successor entity
prior to such consolidation, amalgamation, merger or transfer of assets shall be
excluded.
51
"Credit Facility" means the senior secured credit facilities effective as
of November 15, 2000 by and among us, as borrower, CanWest, as guarantor,
Canadian Imperial Bank of Commerce, as co-lead arranger, joint book runner and
syndication agent, The Bank of Nova Scotia, as co-lead arranger, joint book
runner and administrative agent, Bank of America, N.A., as arranger and
documentation agent, and the other lenders party thereto, together with the
related documents thereto (including, without limitation, any guarantee
agreements and security documents), in each case as such agreements or documents
may be amended (including any amendment and restatement thereof), supplemented
or otherwise modified from time to time, including any agreement extending the
maturity of, refinancing, replacing or otherwise restructuring (including
increasing the amount of available borrowings thereunder or adding Restricted
Subsidiaries as additional borrowers or guarantors thereunder) all or any
portion of the Indebtedness under such agreement and related documents or any
successor or replacement agreement or document and whether by the same or any
other agent, lender or group of lenders.
"Cumulative Consolidated Interest Expense" means, with respect to any
Person, as of any date of determination, Consolidated Interest Expense from
February 28, 2001 to the end of such Person's most recently ended full fiscal
quarter prior to such date, taken as a single accounting period.
"Cumulative EBITDA" means, with respect to any Person, as of any date of
determination, the EBITDA of such Person and its Restricted Subsidiaries from
February 28, 2001 to the end of such Person's most recently ended full fiscal
quarter prior to such date, taken as a single accounting period.
"Designated Senior Indebtedness" means, as to us or any Guarantor, as the
case may be,
(1) any Senior Indebtedness under the Credit Facility; and
(2) any other Senior Indebtedness which at the time of determination
exceeds $100.0 million in aggregate principal amount (or accreted
value in the case of Indebtedness issued at a discount) outstanding
or available under a committed facility, which is specifically
designated in the instrument evidencing such Senior Indebtedness as
"Designated Senior Indebtedness" by such Person and as to which the
trustee under the indenture has been given written notice of such
designation.
"Designation Amount" means, in respect of any Restricted Subsidiary, an
amount equal to the fair market value of our aggregate Investment in such
Restricted Subsidiary.
"Disqualified Capital Stock" of any Person means any Capital Stock of such
Person or a Restricted Subsidiary thereof which, by its terms (or by the terms
of any security into which it is convertible or for which it is exchangeable at
the option of the holder), or upon the happening of any event, matures or is
mandatorily redeemable, pursuant to a sinking fund obligation or otherwise, or
is redeemable at the option of the holder thereof, in whole or in part, on or
prior to the maturity date of the notes, for cash or securities constituting
Indebtedness. Without limitation of the foregoing, Disqualified Capital Stock
shall be deemed to include any Preferred Stock of a Person or a Restricted
Subsidiary of such Person, with respect to either of which, under the terms of
such Preferred Stock, by agreement or otherwise, such Person or Restricted
Subsidiary is obligated to pay current dividends or distributions in cash during
the period prior to the maturity date of the notes; provided, however, that
Preferred Stock of a Person or any Restricted Subsidiary thereof that is issued
with the benefit of provisions requiring a change of control offer to be made
for such Preferred Stock in the event of a change of control of such Person or
Restricted Subsidiary which provisions have substantially the same effect as the
provisions of the indenture described under "Change of Control," shall not be
deemed to be Disqualified Capital Stock solely by virtue of such provisions.
"DTC" means The Depository Trust Company, a New York corporation.
"EBITDA" means, with respect to any Person and its Restricted Subsidiaries,
for any period, an amount equal to (a) the sum of (1) the Consolidated Net
Income of such Person for such period; plus (2) the provision for taxes for such
period based on income or profits to the extent such income or profits were
included in computing such Consolidated Net Income and any provision for taxes
utilized in computing net loss under clause (1) hereof; plus (3) the
Consolidated Interest Expense of such Person; provided, however, for purposes of
this definition only, that dividends or distributions paid on Disqualified
Capital Stock shall not be included in the definition of such Consolidated
Interest Expense to the extent such dividends or distributions have not been
included in the computation of such Consolidated Net Income for such period;
plus (4) depreciation for such period on a consolidated basis for such Person
and its Restricted Subsidiaries; plus (5) amortization of intangibles for such
period on a consolidated basis for such Person and its Restricted Subsidiaries;
plus (6) any other non-cash items
52
reducing such Consolidated Net Income for such period (other than any non-cash
items that represent accruals of, or reserves for, cash disbursements to be made
in any future accounting period); minus (b) all non-cash items increasing such
Consolidated Net Income (other than any non-cash items that were accrued in the
ordinary course of business) for such period; and provided, however, that, for
purposes of calculating EBITDA during any fiscal quarter, income from a
particular Investment of such Person or its Restricted Subsidiaries shall be
included only (x) if cash income has been received by such Person or its
Restricted Subsidiaries with respect to such Investment during the previous four
fiscal quarters and only to the extent such cash income was received by such
Person or its Restricted Subsidiary within 90 days of first receipt of such cash
distribution in respect of such Investment by an Affiliate of such Person, or
(y) if the cash income derived from such Investment is attributable to Cash
Equivalents.
"Equity Offering" means an offering by CanWest or us of shares of its or
our Capital Stock (however designated and whether voting or non-voting) and any
and all rights, warrants or options to acquire such Capital Stock; provided,
however, that in the case of an Equity Offering by CanWest, the portion of the
Net Proceeds necessary to redeem the notes shall be reflected as equity on a
balance sheet prepared in accordance with GAAP.
"Exchange Act" means the U.S. Securities Exchange Act of 1934, as amended
and the rules and regulations of the Commission promulgated thereunder.
"fair market value" means, with respect to any asset or property, the price
which could be negotiated in an arm's-length, free market transaction, for cash,
between a willing seller and a willing and able buyer, neither of whom is under
undue pressure or compulsion to complete the transaction. Fair market value
shall be determined by our Board of Directors acting reasonably and in good
faith, whose determination shall be conclusive and shall be evidenced by a
resolution of our Board of Directors delivered to the trustee.
"Foreign Restricted Subsidiary" means a Restricted Subsidiary that is
organized and existing under the laws of a jurisdiction other than Canada, any
province or territory thereof, the United States, any state thereof or the
District of Columbia and with respect to which more than 80% of any of its
sales, earnings or assets (determined on a consolidated basis in accordance with
GAAP) are located in or generated or derived from operations located in
jurisdictions outside Canada and the United States.
"GAAP" means generally accepted accounting principles consistently applied
as in effect in Canada on the Issue Date.
"Guarantee" means the guarantee by each Guarantor of our obligations with
respect to the notes.
"Guarantor" means the issuer at any time of a Guarantee (so long as such
Guarantee remains outstanding).
"Hedging Obligations" means, with respect to any Person, the net payment
obligations of such Person outstanding under (a) interest rate or currency swap
agreements, interest rate or currency cap agreements and interest rate or
currency collar agreements and (b) any other agreements or arrangements entered
into in order to protect such Person against fluctuations in commodity prices,
interest rates or currency exchange rates.
"Holding Company Notes" means the subordinated notes of Holding Company
Notes Issuer."
"Holding Company Notes Issuer" means 3815668 Canada Inc., a corporation
formed under the federal laws of Canada, all of the outstanding voting
securities of which are owned, directly or indirectly, by CanWest.
"incur" means, with respect to any Indebtedness or other obligation of any
Person, to create, issue, incur (by conversion, exchange or otherwise), assume,
guarantee or otherwise become liable in respect of such Indebtedness or other
obligation or the recording, as required pursuant to GAAP or otherwise, of any
such Indebtedness or other obligation as a liability on the balance sheet of
such Person (and "incurrence," "incurred," "incurrable" and "incurring" shall
have meanings correlative to the foregoing); provided that a change in GAAP that
results in an obligation of such Person that exists at such time becoming
Indebtedness shall not be deemed an incurrence of such Indebtedness; and
provided, further, that Indebtedness otherwise incurred by a Person before it
becomes a Restricted Subsidiary shall be deemed to have been incurred by such
Person at the time such Person becomes such a Restricted Subsidiary.
"Indebtedness" means (without duplication), with respect to any Person, any
indebtedness at any time outstanding, secured or unsecured, contingent or
otherwise, which is for borrowed money (whether or not the
53
recourse of the lender is to the whole of the assets of such Person or only to a
portion thereof), or evidenced by bonds, notes, debentures or similar
instruments or representing the balance deferred and unpaid of the purchase
price of any property (excluding, without limitation, any balances that
constitute subscriber advance payments and deposits, accounts payable or trade
payables, and other accrued liabilities arising in the ordinary course of
business) if and to the extent any of the foregoing indebtedness would appear as
a liability on a balance sheet of such Person prepared in accordance with GAAP,
and shall also include, to the extent not otherwise included (1) any Capitalized
Lease Obligations of such Person; (2) obligations secured by a Lien to which any
Property owned or held by such Person is subject, whether or not the obligation
or obligations secured thereby shall have been assumed; provided that, for the
purposes of determining the amount of Indebtedness described in this clause, if
recourse with respect to such Indebtedness is limited to such Property, the
amount of such Indebtedness shall be limited to the fair market value for such
Property; (3) guarantees of Indebtedness of other Persons which would be
included within this definition for such other Persons (whether or not such
items would appear on the balance sheet of the guarantor); (4) all obligations
for the reimbursement of any obligor on any letter of credit, banker's
acceptance or similar credit transaction; (5) Disqualified Capital Stock of such
Person or any Restricted Subsidiary thereof; (6) obligations of any such Person
under any Hedging Obligations applicable to any of the foregoing (if and to the
extent such Hedging Obligations would appear as a liability on a balance sheet
of such Person prepared in accordance with GAAP) and (7) obligations under the
CMI Notes Indenture, regardless of whether such obligations are reflected as
liabilities or equity on a balance sheet prepared in accordance with GAAP;
provided that if such obligations are reflected as equity on a balance sheet in
accordance with GAAP, then such obligations shall be deemed Indebtedness only
for purposes of the "Limitation on Additional Indebtedness" covenant but not for
purposes of the definition of Consolidated Leverage Ratio. The amount of
Indebtedness of any Person at any date shall be the outstanding balance at such
date of all unconditional obligations as described above and, with respect to
contingent obligations, the maximum liability upon the occurrence of the
contingency giving rise to the obligation; provided that (1) the amount
outstanding at any time of any Indebtedness issued with original issue discount
is the principal amount of such Indebtedness less the remaining unamortized
portion of the original issue discount of such Indebtedness at such time as
determined in conformity with GAAP, (2) Indebtedness shall not include any
liability for federal, state, provincial, territorial, regional, municipal,
local or other taxes and (3) the amount of any Indebtedness secured by a Lien
under the terms of which the recourse of the Person to which such Indebtedness
is owed is limited to the Property secured by such Lien shall be the lesser of
(a) the amount of such Indebtedness otherwise determined in accordance with the
foregoing and (b) the fair market value, at the time of determination, of the
Property subject to such Lien. For the avoidance of doubt, guarantees of (or
obligations with respect to letters of credit supporting) Indebtedness otherwise
included in the determination of such amount shall not also be included.
"Independent Financial Advisor" means an investment banking firm of
national reputation in the United States or Canada which, in the judgment of the
majority of the disinterested members of our Board of Directors, is independent
and qualified to perform the task for which it is to be engaged.
"Investment Grade Rating" means a rating equal to or higher than Baa3 (or
the equivalent) and BBB- (or the equivalent) by Moody's and S&P, respectively.
"Investments" means, with respect to any Person, directly or indirectly,
any advance, account receivable (other than an account receivable arising in the
ordinary course of business of such Person), loan or capital contribution to (by
means of transfers of Property to others, payments for Property or services for
the account or use of others or otherwise), the purchase of any Capital Stock,
bonds, notes, debentures, partnership or joint venture interests or other
securities (other than the purchase of the notes pursuant to "Limitation on
Certain Asset Sales" or "Change of Control Offer") of, the acquisition, by
purchase or otherwise, of all or substantially all of the business or assets or
stock or other evidence of beneficial ownership of, any Person or the making of
any investment in any Person. Investments shall exclude (a) extensions of trade
credit on commercially reasonable terms in accordance with normal trade
practices of such Person and (b) the repurchase of securities of any Person by
such Person. For the purposes of the "Limitation on Restricted Payments"
covenant, (1) Investments shall include and be valued at the fair market value
of the net assets of any Restricted Subsidiary at the time that such Restricted
Subsidiary is designated an Unrestricted Subsidiary and shall exclude the fair
market value of the net assets of any Unrestricted Subsidiary at the time that
such Unrestricted Subsidiary is designated a Restricted Subsidiary and (2) the
amount of any Investment shall be the original cost of such Investment plus the
cost of all additional Investments by us or any of our Restricted Subsidiaries,
without any adjustments for increases or
54
decreases in value, or write-ups, write-downs or write-offs with respect to such
Investment, reduced by the payment of distributions in cash or Cash Equivalents
which constitute a return of capital in connection with such Investment;
provided that the aggregate of all such reductions shall not exceed the amount
of such initial Investment plus the cost of all additional Investments;
provided, further, that no such payment of distributions or receipt of any such
other amounts shall reduce the amount of any Investment if such payment of
distributions or receipt of any such amounts would be included in Consolidated
Net Income. If we or any Restricted Subsidiary sells or otherwise disposes of
any Common Stock of any direct or indirect Restricted Subsidiary such that,
after giving effect to any such sale or disposition, such Restricted Subsidiary
shall have ceased to be a Subsidiary of us, we shall be deemed to have made an
Investment on the date of any such sale or disposition equal to the fair market
value of the Common Stock of such Restricted Subsidiary not sold or disposed of.
"Issue Date" means the date the initial notes were first issued by us and
authenticated by the trustee under the indenture.
"Lien" means, with respect to any property or assets of any Person, any
mortgage or deed of trust, pledge, hypothecation, assignment, deposit
arrangement, security interest, lien, charge, easement, encumbrance, preference,
priority, or other security agreement or preferential arrangement of any kind or
nature whatsoever on or with respect to such property or assets (including,
without limitation, any Capitalized Lease Obligation, conditional sale or other
title retention agreement having substantially the same economic effect as any
of the foregoing); provided that in no event shall an operating lease that is
not a Capitalized Lease Obligation or Sale and Lease-Back Transaction be deemed
to constitute a Lien.
"Moody's" means Moody's Investors Service, Inc. or any successor to the
rating agency business thereof.
"Net Income" means, with respect to any Person, for any period, the net
income (loss) of such Person for such period determined in accordance with GAAP.
"Net Proceeds" means (a) in the case of any sale of Capital Stock by or
equity contribution to any Person, the aggregate net proceeds received by such
Person, after payment of all expenses (including, without limitation, finders'
fees, brokers' fees, attorneys' fees, accountants' fees and consultants' fees),
commissions and the like incurred in connection therewith and net of all taxes
paid or payable or as a result thereof, whether such proceeds are in cash or in
property (valued at the fair market value thereof at the time of receipt) and
(b) in the case of any exchange, exercise, conversion or surrender of
outstanding securities of any kind for or into shares of our Capital Stock which
is not Disqualified Capital Stock, the net book value of such outstanding
securities on the date of such exchange, exercise, conversion or surrender (plus
any additional amount required to be paid by the holder to such Person upon such
exchange, exercise, conversion or surrender, less any and all payments made to
such holders in connection therewith on account of fractional shares or
otherwise and less all expenses incurred by such Person in connection
therewith).
"Non-Payment Default" means any event (other than a Payment Default) the
occurrence of which entitles one or more Persons to accelerate the maturity of
any Designated Senior Indebtedness.
"Payment Default" means any default, whether or not any requirement for the
giving of notice, the lapse of time or both, or any other condition to such
default becoming an event of default has occurred, in the payment of principal
of or premium, if any, or interest on or any other amount payable in connection
with Designated Senior Indebtedness.
"Permitted Asset Swap" means, with respect to any Person, a substantially
concurrent exchange of assets of such Person for assets of another Person which
are useful to the business of the aforementioned Person.
"Permitted Indebtedness" means
(a) Indebtedness of us or any of our Restricted Subsidiaries arising
under or in connection with the Credit Facility in an aggregate
principal amount outstanding at any time (without duplication) not to
exceed $3.10 billion, less any mandatory prepayment actually made
thereunder (to the extent, in the case of payments of revolving credit
borrowings, that the corresponding commitments have been permanently
reduced) or scheduled payments actually made thereunder;
(b) Indebtedness under the notes, the indenture (including the Canadian
dollar denominated notes that we concurrently offered to an
Affiliate and any U.S. dollar denominated notes issued in exchange
therefor) and the Guarantees;
55
(c) Indebtedness of us to Holding Company Notes Issuer (1) issued and
outstanding on the Issue Date; and (2) incurred after the Issue Date;
provided, that (x) the aggregate principal amount of all Indebtedness
incurred after the Issue Date in reliance on this subclause (2) shall
not exceed the lesser of (i) the aggregate principal amount of all
additional Holding Company Notes, if any, issued after the Issue Date as
a purchase price adjustment in accordance with the transaction agreement
governing the Acquisition as in effect on the Issue Date and (ii) $200.0
million; and (y) any such Indebtedness shall be so incurred on the same
terms (other than date of issuance) as the Indebtedness incurred in
reliance on subclause (1) above; and, provided, further, that in no
event shall the aggregate principal amount of all Indebtedness incurred
in reliance on this clause (c) that is outstanding at any one time
exceed the aggregate principal amount of Holding Company Notes
outstanding at such time;
(d) Indebtedness not covered by any other clause of this definition which
is outstanding on the Issue Date reduced by the amount of any mandatory
prepayments (to the extent, in the case of payments of revolving credit
borrowings, that the corresponding commitments have been permanently
reduced), permanent reductions or scheduled payments actually made
thereunder;
(e) Indebtedness of us to any Wholly Owned Subsidiary or a Restricted
Subsidiary that is also a Guarantor and Indebtedness of any Wholly Owned
Subsidiary or a Restricted Subsidiary that is also a Guarantor to us or
another Wholly Owned Subsidiary or a Restricted Subsidiary that is also
a Guarantor, in each case subject to no Lien held by a Person other than
us or a Wholly Owned Subsidiary or a Restricted Subsidiary that is also
a Guarantor; provided, however, that:
(i) (1) if we are the obligor on such Indebtedness or (2) any
Guarantor is the obligor on such Indebtedness, other than if the
Indebtedness is owed to us or another Guarantor, then, in each case,
such Indebtedness must be expressly subordinate in right of payment
to the prior payment in full in cash of all obligations with respect
to the notes, in the case of us, or the Guarantee of such Guarantor,
in the case of a Guarantor; and
(ii) if as of any date any Person other than us or a Wholly Owned
Subsidiary or a Restricted Subsidiary that is also a Guarantor is
owed any such Indebtedness or if as of any date any Person other
than us or a Wholly Owned Subsidiary or a Restricted Subsidiary that
is also a Guarantor holds a Lien on any Property of us or a Wholly
Owned Subsidiary or a Restricted Subsidiary that is also a Guarantor
in respect of such Indebtedness, such date will be deemed to be the
incurrence of Indebtedness not constituting Permitted Indebtedness
by the issuer of such Indebtedness;
(f) Purchase Money Indebtedness and Capitalized Lease Obligations which
Purchase Money Indebtedness and Capitalized Lease Obligations do not in
the aggregate exceed 5% of consolidated tangible assets of us and our
Restricted Subsidiaries as of the end of the most recent fiscal quarter
for which consolidated financial statements are available ending on or
prior to the date of determination;
(g) Indebtedness under any letter of credit, banker's acceptance or
similar credit transaction in an amount not to exceed $10.0 million at
any one time outstanding incurred in the ordinary course of business;
(h) the incurrence by us or any Restricted Subsidiary of Hedging
Obligations that are incurred in the ordinary course of business of us
or such Restricted Subsidiary and not for speculative purposes; provided
that, in the case of any Hedging Obligation that relates to
(i) interest rate risk, the notional principal amount of such Hedging
Obligation does not exceed the principal amount of the Indebtedness
to which such Hedging Obligation relates and
(ii) currency risk, such Hedging Obligation does not increase the
Indebtedness of us and our Restricted Subsidiaries outstanding other
than as a result of fluctuations in foreign currency exchange rates
or by reason of fees, indemnities and compensation payable
thereunder;
(i) Indebtedness of Foreign Restricted Subsidiaries in an aggregate
principal amount which, together with all other Indebtedness of such
Foreign Restricted Subsidiaries outstanding on the date of such
incurrence does not exceed $25.0 million (or the foreign currency
denominated equivalent thereof);
(j) Indebtedness of us or any of our Restricted Subsidiaries represented
by surety or performance bonds or similar obligations provided by us or
any such Restricted Subsidiary in the ordinary course of business;
56
(k) Indebtedness of us or any Restricted Subsidiary arising from
agreements providing for indemnification, adjustment of purchase price
or similar obligations, in each case, incurred or assumed in connection
with the disposition of any business, assets or Restricted Subsidiary,
other than guarantees of Indebtedness incurred by any Person acquiring
all or any portion of such business, assets or Restricted Subsidiary for
the purpose of financing such acquisition; provided that the maximum
assumable liability in respect of all such Indebtedness shall at no time
exceed the gross proceeds actually received by us and our Restricted
Subsidiaries in connection with such disposition;
(l) Refinancing Indebtedness; and
(m) additional Indebtedness of us or any of our Restricted Subsidiaries
not to exceed $50.0 million in aggregate principal amount at any one
time outstanding.
"Permitted Investments" means Investments made on or after the Issue Date
consisting of:
(a) Investments by us, or by a Restricted Subsidiary, in us, a Wholly
Owned Subsidiary or a Restricted Subsidiary that is also a Guarantor;
(b) Investments by us, or by a Restricted Subsidiary, in a Person, if as
a result of such Investment (1) such Person becomes a Wholly Owned
Subsidiary or a Restricted Subsidiary that is also a Guarantor or (2)
such Person is merged, consolidated or amalgamated with or into, or
transfers or conveys substantially all of its assets to, or is
liquidated or wound up into, us, a Wholly Owned Subsidiary or a
Restricted Subsidiary that is also a Guarantor;
(c) Investments in cash and Cash Equivalents;
(d) an Investment that is made by us or a Restricted Subsidiary in the
form of any Capital Stock, bonds, notes, debentures, partnership or
joint venture interests or other securities that are issued by a third
party to us or such Restricted Subsidiary solely as partial
consideration for the consummation of an Asset Sale that is otherwise
permitted under "-- Material Covenants -- Limitation on Certain Asset
Sales";
(e) Capital Stock, obligations, securities or other Property received in
settlement of debts created in the ordinary course of business and
owing to us or any Restricted Subsidiary or in satisfaction of
judgments;
(f) payroll, travel and similar advances made in the ordinary course of
business for a bona fide business purpose by us or any Restricted
Subsidiaries to employees of us or any such Restricted Subsidiary, as
the case may be; provided that such advances are for items expected
at the time of such advances to be treated as expenses for accounting
purposes;
(g) loans or advances made in the ordinary course of business by us or
any of our Restricted Subsidiaries to employees of us or any such
Restricted Subsidiary in an amount not to exceed $10.0 million in the
aggregate at any one time outstanding;
(h) securities or other property received from another Person by us or
any of our Restricted Subsidiaries in connection with any bankruptcy
proceeding or by reason of a composition or readjustment of any debt
or a reorganization of such Person or as a result of a foreclosure,
perfection or enforcement of any Lien in exchange for evidences of
Indebtedness, securities or other Property of such Person held by us
or any Restricted Subsidiaries, or for other liabilities or
obligations of such other Person to us or any of our Restricted
Subsidiaries that were created in accordance with the terms of the
indenture;
(i) lease, utility and other similar deposits made in the ordinary course
of business;
(j) any Investment existing on the Issue Date;
(k) Hedging Obligations entered into in the ordinary course of our or any
Restricted Subsidiary's business and not for speculative purposes;
(l) any acquisition (including by way of merger, consolidation or
amalgamation) of assets or equity interests in exchange solely for
Capital Stock (other than Disqualified Capital Stock) of us that
otherwise complies with the terms of the indenture; and
(m) additional Investments not to exceed $25.0 million at any one time
outstanding.
"Permitted Junior Securities" means equity securities or subordinated debt
securities of us as reorganized or readjusted or securities of us or any other
company, trust, corporation or partnership provided for by a plan of
57
reorganization or readjustment, that, in the case of any such subordinated
securities are junior or the payment of which is otherwise subordinate, at least
to the extent provided in the indenture with respect to the notes, to the
payment and satisfaction in full in cash of all of our Senior Indebtedness at
the time outstanding, and to the payment of all securities issued in exchange
therefor, to the holders of the Senior Indebtedness at the time outstanding.
"Permitted Liens" means:
(a) Liens on Property of, or any shares of Capital Stock of, or otherwise
in respect of Acquired Indebtedness of, any Person existing at the
time such Person becomes a Restricted Subsidiary of us or at the time
such Person is merged into or amalgamated with us or any of our
Restricted Subsidiaries; provided that such Liens (1) are not
incurred in connection with, or in contemplation of, such Person
becoming a Restricted Subsidiary of us or merging into or
amalgamating with us or any of our Restricted Subsidiaries and (2) do
not extend to or cover any Property or Capital Stock other than those
of such Person at the time such Person becomes a Restricted
Subsidiary or is merged into or amalgamated with us or any of our
Restricted Subsidiaries;
(b) Liens securing Senior Indebtedness under the Credit Facility which
Indebtedness is incurred pursuant to clause (a) of the definition of
Permitted Indebtedness;
(c) Liens securing Refinancing Indebtedness; provided that any such Lien
does not extend to or cover any Property, Capital Stock or
Indebtedness other than the Property, shares or debt securing the
Indebtedness so repurchased, redeemed, repaid, retired, defeased or
otherwise acquired for value;
(d) Liens in favor of us or any of our Restricted Subsidiaries;
(e) Liens to secure Purchase Money Indebtedness that is otherwise
permitted under the indenture, provided that (1) any such Lien is
created solely for the purpose of securing Indebtedness representing,
or incurred to finance, refinance or refund, the cost (including
sales and excise taxes, installation and delivery charges and other
direct costs of, and other direct expenses paid or charged in
connection with the purchase or construction) of such Property, (2)
the principal amount of the indebtedness secured by such Lien does
not exceed 100% of such costs, and (3) such Lien does not extend to
or cover any Property other than such item of Property and any
improvements on such item;
(f) statutory liens or landlords', carriers', warehousemen's, mechanics',
suppliers', materialmen's, repairmen's or other like Liens including,
without limitation, those Liens resulting from the deposit of cash or
securities in connection with contracts, tenders or expropriation
proceedings, or to secure workers' compensation, unemployment
insurance, surety or appeal bonds, costs of litigation when required
by law, liens and claims incidental and public statutory obligations
arising in the ordinary course of business, in each case, which do
not secure any Indebtedness and with respect to amounts that are not
delinquent for more than 60 days or being contested diligently and in
good faith by appropriate proceedings, if a reserve or other
appropriate provision, if any, as shall be required in conformity
with GAAP shall have been made therefor;
(g) Liens for taxes, rates, assessments or governmental charges or levies
that are not delinquent for more than 60 days or are being contested
diligently and in good faith by appropriate proceedings if adequate
reserves or other appropriate provision, if any, as shall be required
in conformity with GAAP shall have been made therefor;
(h) Liens securing Capitalized Lease Obligations permitted to be incurred
under clause (f) of the definition of Permitted Indebtedness;
provided that such Lien does not extend to any Property other than
that subject to the applicable underlying lease;
(i) licenses, permits, reservations, covenants, servitudes, easements,
rights-of-way and rights in the nature of easements (including,
without limiting the generality of the foregoing, licenses,
easements, rights-of-way and rights in the nature of easements for
railways, sidewalks, public ways, sewers, drains, gas or oil
pipelines, steam, gas and water mains or electric light and power, or
telephone and telegraph or cable television conduits, poles, wires
and cables, reservations, limitations, provisos and conditions
expressed in any original grant from the Crown or other grant of real
or immovable property, or any interest therein) and zoning land use
and building restrictions, by-laws, regulations and ordinances of
federal,
58
provincial, regional, state, municipal and other governmental
authorities in respect of real property not interfering, individually or
in the aggregate, in any material respect with the use of the affected
real property for the ordinary conduct of the business of us or any of
our Restricted Subsidiaries at such real property;
(j) undetermined or inchoate encumbrances, rights of distress and charges
incidental to current operations which have not at such time been
filed or exercised, which relate to obligations not yet delinquent or
if delinquent, the validity of which are being contested diligently
and in good faith by appropriate proceedings if adequate reserves or
other appropriate provision, if any, as shall be required in
conformity with GAAP shall have been made therefor;
(k) title defects, encroachments or irregularities in title incurred in
the ordinary course of business which are of a minor nature and which
individually or in the aggregate do not interfere in any material
respect with the use of the affected real property for the ordinary
conduct of the business of us or any of our Restricted Subsidiaries
at such real property;
(l) the right reserved to or vested in any governmental entity by the
terms of any lease, license, franchise, grant or permit acquired by
that person or by any statutory provision to terminate any such
lease, license, franchise, grant or permit, or to require annual or
other payments (provided, that such payments are not yet delinquent)
as a condition to the continuance thereof so long as same do not
individually or in the aggregate interfere in any material respect
with the use of the affected real property for the ordinary conduct
of the business of us or any of our Restricted Subsidiaries at such
real property;
(m) subdivision agreements, site plan control agreements, development
agreements, facilities sharing agreements, cost sharing agreements and
other similar agreements which do not, individually or in the
aggregate, interfere in any material respect with the use of the
affected real property for the ordinary conduct of the business of us
or any of our Restricted Subsidiaries at such real property;
(n) the rights of any co-owner, tenant, occupant or licensee under any
lease, occupancy agreement or license which do not, individually or
in the aggregate, interfere in any material respect with the use of
the affected real property for the ordinary conduct of the business
of us or any of our Restricted Subsidiaries at such real property;
(o) security given to a public utility or any governmental entity when
required by such utility or governmental entity in connection with the
operations of that Person in the ordinary course of its business and any
inchoate Lien for public utility charges not due as at the Issue Date;
(p) Liens created by a judgment of a court of competent jurisdiction not
resulting in a Default, as long as the judgment is being contested
diligently and in good faith by appropriate proceedings by that Person
and in connection with such proceeding there has been secured a
subsisting stay of execution pending such proceeding; provided, that the
aggregate amount of all such judgments (and any cash and the fair market
value of any Property subject to such Liens) does not exceed $20.0
million at any time outstanding;
(q) any interest or title of a lessor, sublessor, licensee or licensor
under any lease or license agreement entered into in the ordinary course
of business and permitted under the indenture;
(r) hypothecs reserved to landlords in relation to immovable property to
the extent only of rental obligations owing under the lease agreement
relating to any such immovable property and any unregistered Lien in
favor of any lessor licensor or permitter for rent to become due for
other obligations or acts required under any lease permitted under the
indenture;
(s) Liens and rights of setoff, combination of accounts and recoupments
in favor of a bank imposed by law and incurred in the ordinary course of
business on deposit accounts maintained with such bank and Cash
Equivalents in such account;
(t) Liens securing Hedging Obligations permitted to be incurred under
clause (h) of the definition of Permitted Indebtedness;
(u) any unregistered leases to which (i) subsection 70(2) of the Registry
Act, R.S.O. 1990 applies (where there is actual possession under a lease
which has a term not exceeding seven years and (ii) paragraph 4 of
subsection 44(1) of the Land Titles Act R.S.O. 1999 applies (where there
is actual possession under a
59
lease which has a term yet to run of three years or less) or similar
statutory provisions of any legal registry statute of any other relevant
jurisdiction which, in each case, do not individually or in the
aggregate, interfere in any material respect with the use of the
property subject thereto for the conduct of the business of us or any of
our Restricted Subsidiaries at such real property;
(v) Liens existing on the Issue Date disclosed in this prospectus;
(w) Liens in favor of the trustee for its benefit and the benefit of the
holders of the notes;
(x) Liens securing Indebtedness of Foreign Restricted Subsidiaries
incurred in reliance on clause (i) of the definition of Permitted
Indebtedness;
(y) other Liens securing obligations incurred in the ordinary course of
business which obligations do not exceed $5.0 million in the aggregate
at any one time outstanding; and
(z) any extensions, substitutions, replacements or renewals of the
foregoing; provided, that the Liens permitted by this clause (z) shall
not cover any additional Indebtedness or Property (other than like
Property substituted for Property covered by such Lien).
"Person" means any individual, corporation, partnership, limited liability
company, joint venture, association, joint-stock company, trust, unincorporated
organization or government (including any agency or political subdivision
thereof).
"Preferred Stock" means any Capital Stock of a Person, however designated,
which entitles the holder thereof to a preference with respect to dividends,
distributions or liquidation proceeds of such Person over the holders of other
Capital Stock issued by such Person.
"Property" of any Person means all types of real, personal, moveable,
immoveable, tangible, intangible or mixed property or other asset owned by such
Person whether or not included in the most recent consolidated balance sheet of
such Person and its Subsidiaries under GAAP.
"Purchase Money Indebtedness" means any Indebtedness incurred in the
ordinary course of business by a Person to finance all or any part of the cost
(including the cost of construction, engineering, acquisition, installation,
development or improvement) of any Property, the principal amount of which
Indebtedness does not exceed the sum of (1) 100% of such cost and (2) reasonable
fees and expenses of such Person incurred in connection therewith.
"Rating Agencies" means S&P and Moody's, or any successors to the
respective rating agency business thereof.
"Refinancing Indebtedness" means Indebtedness that renews, replaces,
defeases, refunds, refinances or extends any Indebtedness permitted to be
incurred by us and the Restricted Subsidiaries or any of them pursuant to the
terms of the indenture, but only to the extent that (1) if the Indebtedness
being refunded, refinanced, renewed, replaced, defeased or extended is
subordinated in right of payment to the notes, the Refinancing Indebtedness is
subordinated to the notes to at least the same extent as the Indebtedness being
renewed, replaced, defeased, refunded, refinanced or extended, (2) the
Refinancing Indebtedness is scheduled to mature either (a) no earlier than the
Indebtedness being renewed, replaced, defeased, refunded, refinanced or extended
or (b) after the maturity date of the notes, (3) the portion, if any, of the
Refinancing Indebtedness that is scheduled to mature on or prior to the maturity
date of the notes has a Weighted Average Life to Maturity at the time such
Refinancing Indebtedness is incurred that is equal to or greater than the
Weighted Average Life to Maturity of the portion of the Indebtedness being
renewed, replaced, defeased, refunded, refinanced or extended that is scheduled
to mature on or prior to the maturity date of the notes, (4) such Refinancing
Indebtedness is in an aggregate principal amount (or, if issued with original
issue discount, an aggregate issue price) that is equal to or less than the sum
of (a) the aggregate principal amount (or, if issued with original issue
discount, the aggregate accreted value) of the Indebtedness being renewed,
replaced, defeased, refunded, refinanced or extended and the amount of any
premium reasonably necessary to accomplish such refinancing, (b) the amount of
accrued and unpaid interest, if any, and premiums owed, if any, not in excess of
pre-existing prepayment provisions on such Indebtedness being renewed, replaced,
defeased, refunded, refinanced or extended and (c) the amount of reasonable
fees, expenses and costs related to the incurrence of such Refinancing
Indebtedness, and (5) such Refinancing Indebtedness is incurred by the same
Person that initially incurred the Indebtedness being renewed, replaced,
defeased, refunded, refinanced or extended.
"Reported Period" means with respect to any Person the most recently ended
full fiscal quarter.
60
"Restricted Payment" means any of the following:
(a) the declaration or payment of any dividend or any other distribution
or payment on Capital Stock of us or any Restricted Subsidiary or any
payment made to the direct or indirect holders (in their capacities as
such) of Capital Stock of us or any Restricted Subsidiary (other than
(x) dividends or distributions payable solely in Capital Stock (other
than Disqualified Capital Stock) of us or any Restricted Subsidiaries or
in options, warrants or other rights to purchase such Capital Stock
(other than Disqualified Capital Stock), and (y) in the case of
Restricted Subsidiaries, dividends or distributions payable to us, a
Wholly Owned Subsidiary or a Restricted Subsidiary that is also a
Guarantor and pro rata dividends or distributions payable to the other
holders of Common Stock of such Restricted Subsidiary);
(b) the purchase, redemption or other acquisition or retirement for value
of any Capital Stock of us or any of our Restricted Subsidiaries (other
than Capital Stock owned by us or a Restricted Subsidiary, excluding
Disqualified Capital Stock) or any option, warrants or other rights to
purchase such Capital Stock;
(c) the making of any principal payment on, or the purchase, defeasance,
repurchase, redemption or other acquisition or retirement for value,
prior to any scheduled maturity, scheduled repayment or scheduled
sinking fund payment, of any Indebtedness which is subordinated in right
of payment to the notes (other than subordinated Indebtedness acquired
in anticipation of satisfying a scheduled sinking fund obligation,
principal installment or final maturity, in each case due within one
year of the date of acquisition);
(d) the making of any Investment or guarantee of any Investment in any
Person other than a Permitted Investment;
(e) any designation of a Restricted Subsidiary as an Unrestricted
Subsidiary on the basis of the Investment by us therein; and
(f) forgiveness of any Indebtedness of an Affiliate of us to us or a
Restricted Subsidiary.
For purposes of determining the amount of any such Restricted Payment, cash
distributed or invested shall be valued at the face amount thereof and property
other than cash shall be valued at its fair market value.
"Restricted Subsidiary" means a Subsidiary of us other than an Unrestricted
Subsidiary. Our Board of Directors may designate any Unrestricted Subsidiary or
any Person that is to become a Subsidiary as a Restricted Subsidiary if
immediately after giving effect to such action (and treating any Acquired
Indebtedness as having been incurred at the time of such action), (1) we could
have incurred at least $1.00 of additional Indebtedness (other than Permitted
Indebtedness) pursuant to "-- Material Covenants -- Limitation on Additional
Indebtedness" and (2) no default or Event of Default shall have occurred and be
continuing.
"S&P" means Standard & Poor's Ratings Service, a division of McGraw-Hill
Companies, Inc., or any successor to the rating agency business thereof.
"Sale and Lease-Back Transaction" means any arrangement with any Person
providing for the leasing by us or any Restricted Subsidiary of any real or
tangible personal property, which property has been or is to be sold or
transferred by us or such Restricted Subsidiary to such Person in contemplation
of such leasing.
"Securities Act" means the U.S. Securities Act of 1933, as amended and the
rules and regulations of the Commission promulgated thereunder.
"Senior Indebtedness" means the principal of and premium, if any, and
interest on, and any and all other fees, expense reimbursement obligations and
other amounts due pursuant to the terms of all agreements, documents and
instruments providing for, creating, securing or evidencing or otherwise entered
into in connection with
(1) all Indebtedness of us or any Guarantor owed to lenders under the
Credit Facility;
(2) all obligations of us or any Guarantor with respect to Hedging
Obligations;
(3) all obligations of us or any Guarantor to reimburse any bank or other
person in respect of amounts paid under letters of credit, bankers
acceptances or other similar instruments;
(4) all other Indebtedness of us or any Guarantor which does not provide
that it is to rank pari passu with or subordinate to the notes or the
Guarantee of such Guarantor, as the case may be; and
61
(5) all deferrals, renewals, extensions and refundings of, and
amendments, modifications and supplements to and restatements of, any of
the Senior Indebtedness described above.
Notwithstanding anything to the contrary in the foregoing, Senior
Indebtedness will not include
(1) Indebtedness of us or any Guarantor to any of their respective
Subsidiaries, or to any Affiliate of us or such Guarantor or any of such
Affiliate's Subsidiaries (for greater certainty, other than the
guarantees of Indebtedness under the Credit Facility);
(2) Indebtedness represented by the notes and the Guarantees;
(3) any Indebtedness which by the express terms of the agreement or
instrument creating, evidencing or governing the same is junior or
subordinate in right of payment to any item of Senior Indebtedness;
(4) any trade payable arising from the purchase of goods or materials or
for services obtained in the ordinary course of business;
(5) Indebtedness incurred in violation of the indenture, provided that as
to any such Indebtedness no such violation shall be deemed to exist for
purposes of this clause (5) if the holder(s) of such Indebtedness or
its/their representative and the trustee have received an Officer's
Certificate from us to the effect that the incurrence of such
Indebtedness does not (or, in the case of revolving Indebtedness, that
the incurrence of the entire committed amount thereof on the date on
which the initial borrowing is made would not) violate the indenture;
(6) Indebtedness represented by Disqualified Capital Stock; and
(7) any Indebtedness to or guaranteed on behalf of any member of the
Asper Group, any director, officer or employee of us or any Guarantor or
any Subsidiary of us or such Guarantor.
"Significant Subsidiary" means any Restricted Subsidiary which is a
"significant subsidiary" as defined in Rule 1-02(w) of Regulation S-X under the
Securities Act.
"Subsidiary" of any specified Person means any corporation, limited
liability company, partnership, joint venture, association or other business
entity, whether now existing or hereafter organized or acquired, (1) in the case
of a corporation, of which more than 50% of the total voting power of the
Capital Stock entitled (without regard to the occurrence of any contingency) to
vote in the election of directors, officers or trustees thereof is held by such
first-named Person or any of its Subsidiaries; or (2) in the case of a limited
liability company, partnership, joint venture, association or other business
entity, with respect to which such first-named Person or any of its Subsidiaries
has the power to direct or cause the direction of the management and policies of
such entity by contract or otherwise or if in accordance with GAAP such entity
is consolidated with the first-named Person for financial statement purposes.
"Taxes" means any present or future tax, duty, levy, impost, assessment or
other government charge (including penalties, interest and any other liabilities
related thereto) imposed or levied by or on behalf of a Taxing Authority.
"Taxing Authority" means any government or any political subdivision or
territory or possession of any government or any authority or agency therein or
thereof having power to tax.
"Unrestricted Subsidiary" means (1) any Subsidiary of an Unrestricted
Subsidiary and (2) any of our Subsidiaries which is designated (a "Designation")
as of or after the Issue Date as an Unrestricted Subsidiary by a resolution
adopted by our Board of Directors; provided that a Subsidiary may be so
designated as an Unrestricted Subsidiary after the Issue Date only if (a) such
Designation is in compliance with the "Limitation on Restricted Payments"
covenant; (b) no Default or Event of Default has occurred and is continuing or
results therefrom; and (c) neither we nor any Restricted Subsidiary will at any
time
(i) provide a guarantee of, or similar credit support to, any
Indebtedness of such Subsidiary (including any undertaking, agreement or
instrument evidencing such Indebtedness),
(ii) be directly or indirectly liable for any Indebtedness of such
Subsidiary, or
(iii) be directly or indirectly liable for any other Indebtedness which
provides that the holder thereof may (upon notice, lapse of time or
both) declare a default thereon (or cause the payment thereof to be
accelerated or payable prior to its final scheduled maturity) upon the
occurrence of a default with respect
62
to any other Indebtedness that is Indebtedness of such Subsidiary
(including any corresponding right to take enforcement action against
such Subsidiary),
except (A) in the case of clause (i) or (ii) to the extent
(x) that we or such Restricted Subsidiary could otherwise provide such a
guarantee or incur such Indebtedness (other than as Permitted
Indebtedness) pursuant to "-- Material Covenants -- Limitation on
Additional Indebtedness" above; and
(y) the provision of such guarantee and the incurrence of such
Indebtedness otherwise would be permitted under "-- Material Covenants
-- Limitation on Restricted Payments" above; and
(B) in the case of clause (i) or (ii) in respect of guarantees and letters of
credit existing on the Issue Date extended to Unrestricted Subsidiaries or other
third parties.
The trustee shall be given prompt written notice by us of each resolution
adopted by our Board of Directors under this provision, together with a copy of
each such resolution adopted.
"Weighted Average Life to Maturity" means, when applied to any Indebtedness
at any date, the number of years obtained by dividing (a) the then outstanding
aggregate principal amount of such Indebtedness into (b) the sum of the total of
the products obtained by multiplying (i) the amount of each then remaining
installment, sinking fund, serial maturity or other required payment of
principal, including payment at final maturity, in respect thereof, by (ii) the
number of years (calculated to the nearest one-twelfth) which will elapse
between such date and the making of such payment.
"Wholly Owned Subsidiary" means any Restricted Subsidiary, all of the
outstanding voting securities (other than directors' qualifying shares) of which
are owned, directly or indirectly, by us.
63
================================================================================
CANWEST MEDIA INC.
10 5/8% SENIOR SUBORDINATED NOTES DUE 2011
PROSPECTUS
================================================================================
PART II
INFORMATION NOT REQUIRED IN PROSPECTUS
ITEM 8. INDEMNIFICATION OF DIRECTORS AND OFFICERS.
Under the Canada Business Corporations Act, or the CBCA, a corporation may
indemnify a present or former director or officer of such corporation or a
person who acts or acted at the corporation's request as a director or officer
of another corporation of which the corporation is or was a shareholder or
creditor, and his heirs and legal representatives, against all costs, charges
and expenses, including an amount paid to settle an action or satisfy a
judgment, reasonably incurred by him in respect of any civil, criminal or
administrative action or proceeding to which he is made a party by reason of his
being or having been a director or officer of such corporation and provided that
the director or officer acted honestly and in good faith with a view to the best
interests of the corporation, and, in the case of a criminal or administrative
action or proceeding that is enforced by a monetary penalty, had reasonable
grounds for believing that his conduct was lawful. Such indemnification may be
made in connection with a derivative action only with court approval. A director
or officer is entitled to indemnification from the corporation as a matter of
right in respect of all costs, charges and expenses reasonably incurred by him
in connection with the defense of a civil, criminal or administrative action or
proceeding to which he is made a party by reason of being or having been a
director or officer of the corporation if he was substantially successful on the
merits in his defense of the action or proceeding and fulfilled the conditions
set forth above.
In accordance with the CBCA, our by-laws provide that we must indemnify a
director or officer of ours, a former director or officer of ours or any person
who acts or acted at our request as a director or officer of a body corporate of
which we are or were a shareholder or creditor (or a person who undertakes or
has undertaken any liability on behalf of us or at our request on behalf of any
such body corporate),and such director or officer's heirs and legal
representatives, against all costs, charges and expenses, including an amount
paid to settle an action or satisfy a judgment reasonably incurred by such
director or officer in respect of any civil, criminal or administrative action
or proceeding to which such director or officer has been made a party by reason
of being or having been a director or officer of us or such body corporate (or
by reason of having undertaken such liability); and that we must with the
approval of a court indemnify a person in respect of a derivative action to
which such person is made a party by reason of being or having been a director
or officer of ours or such body corporate against all costs, charges and
expenses reasonably incurred by such director or officer in connection with such
action if (1) such director or officer acted honestly and in good faith with a
view to our best interests, and (2) in the case of a criminal or administrative
action or proceeding that is enforced by a monetary penalty, such director or
officer had reasonable grounds for believing that his or her conduct was lawful.
Our by-laws also provide that we must, without requiring the approval of a
court, indemnify any such director or officer in respect of a derivative action
who has been substantially successful on the merits in the defense of any civil,
criminal or administrative action or proceeding to which such person is made a
party by reason of being or having been a director or officer of ours or a body
corporate of which we are or were a shareholder or creditor, against all costs,
charges and expenses reasonably incurred by such person in respect of such
action or proceeding, provided that such person has fulfilled the conditions set
forth above.
Our policy of directors' and officers' liability insurance which insures
directors and officers for losses as a result of claims based upon any error,
misstatement, misleading statement, act, omission, neglect or breach of duty
committed, attempted or allegedly committed or attempted as directors and
officers of us, including liabilities arising under the Securities Act, and also
reimburses us for payments made pursuant to the indemnity provisions under the
Securities Act.
Insofar as indemnification for liabilities arising under the Securities Act
may be permitted to directors, officers or persons controlling us pursuant to
the foregoing provisions, we have been informed that in the opinion of the SEC,
such indemnification is against public policy as expressed in the Securities Act
and is therefore unenforceable.
ITEM 9. EXHIBITS.
<Table>
<Caption>
EXHIBIT NO. EXHIBIT
- ----------- -------
1.1 Purchase Agreement, dated as of March 31, 2003, among
CanWest Media Inc., the Guarantors identified therein,
Salomon Smith Barney Inc., CIBC World Markets Corp., Scotia
Capital (USA) Inc., BMO Nesbitt Burns Corp., RBC Dominion
Securities Corporation, Banc of America Securities LLC and
TD Securities (USA) Inc.(4)
1.2 Purchase Agreement, dated May 10, 2001, among CanWest Media
Inc., the Guarantors identified therein, CIBC World Markets
Corp., Salomon Smith Barney Inc., Banc of America Securities
LLC, Scotia Capital (USA) Inc., BMO Nesbitt Burns Corp., RBC
Dominion Securities Corp. and TD Securities (USA) Inc.(2)
4.1 Articles of Incorporation of CanWest Media Inc., as
amended(2)
4.2 By-laws of CanWest Media Inc.(2)
4.3 Articles of Incorporation of 2846551 Canada Inc., as
amended(2)
4.4 By-laws of 2846551 Canada Inc.(2)
4.5 Articles of Incorporation of 3919056 Canada Ltd.(4)
4.6 By-laws of 3919056 Canada Ltd.(4)
4.7 Articles of Incorporation of Apple Box Productions Sub Inc.,
as amended(2)
4.8 By-laws of Apple Box Productions Sub Inc.(2)
4.9 Articles of Incorporation of BCTV Holdings Inc., as
amended(2)
4.10 By-laws of BCTV Holdings Inc.(2)
4.11 Articles of Continuance of Calgary Herald Group Inc.(2)
4.12 By-laws of Calgary Herald Group Inc.(2)
4.13 Articles of Continuance of CanWest -- Montreal R.P. Holdings
Inc.(2)
4.14 By-laws of CanWest -- Montreal R.P. Holdings Inc.(2)
4.15 Articles of Continuance of CanWest -- Windsor R.P. Holdings
Inc.(2)
4.16 By-laws of CanWest -- Windsor R.P. Holdings Inc.(2)
4.17 Articles of Incorporation of CanWest Finance Inc./Financiere
CanWest Inc., as amended(2)
4.18 By-laws of CanWest Finance Inc./Financiere CanWest Inc.(2)
4.19 Statuts De Constitution of CanWest Global Broadcasting
Inc./Radiodiffusion CanWest Global Inc., as amended(2)
4.20 Code of General By-laws of CanWest Global Broadcasting
Inc./Radiodiffusion CanWest Global Inc., as amended(2)
4.21 Articles of Amalgamation of CanWest Interactive Inc.(4)
4.22 By-Laws of CanWest Interactive Inc.(4)
4.23 Articles of Incorporation of CanWest International
Communications Inc., as amended(2)
4.24 By-laws of CanWest International Communications Inc.(2)
4.25 Articles of Incorporation of CanWest International
Management Inc., as amended(2)
4.26 By-laws of CanWest International Management Inc.(2)
4.27 Articles of Incorporation of CanWest Irish Holdings
(Barbados) Inc., as amended(2)
4.28 By-laws of CanWest Irish Holdings (Barbados) Inc.(2)
4.29 Articles of Incorporation of CanWest Media Sales Limited, as
amended(2)
4.30 By-laws of CanWest Media Sales Limited(2)
4.31 Notice of Adoption, Alteration, or Revocation of
Constitution and Constitution of CanWest NZ Radio Holdings
Limited, as amended(2)
</Table>
II-1
<Table>
<Caption>
EXHIBIT NO. EXHIBIT
- ----------- -------
4.32 Articles of Continuance and Articles of Amendment of CanWest
Publications Inc.(4)
4.33 By-Laws of CanWest Publications Inc.(4)
4.34 Articles of Association of CGS Debenture Holding
(Netherlands) B.V.(2)
4.35 Articles of Association of CGS International Holdings
(Netherlands) B.V.(2)
4.36 Articles of Association of CGS NZ Radio Shareholding
(Netherlands) B.V.(2)
4.37 Articles of Association of CGS NZ TV Shareholding
(Netherlands) B.V.(2)
4.38 Articles of Association of CGS Shareholding (Netherlands)
B.V.(2)
4.39 Articles of Incorporation of CHBC Holdings Inc., as
amended(2)
4.40 By-laws of CHBC Holdings Inc.(2)
4.41 Articles of Incorporation of CHEK Holdings Inc., as
amended(2)
4.42 By-laws of CHEK Holdings Inc.(2)
4.43 Articles of Amalgamation of Clarinet Music Inc.(2)
4.44 By-laws of Clarinet Music Inc.(2)
4.45 Articles of Continuance of Edmonton Journal Group Inc.(2)
4.46 By-laws of Edmonton Journal Group Inc.(2)
4.47 Articles of Incorporation and Articles of Amendment of Fox
Sports World Canada Holdco Inc.(4)
4.48 By-Laws of Fox Sports World Canada Holdco Inc.(4)
4.49 Articles of Incorporation of Global Centre Inc., as
amended(2)
4.50 By-laws of Global Centre Inc., as amended(2)
4.51 Articles of Amalgamation of Global Communications Limited(2)
4.52 By-laws of Global Communications Limited(2)
4.53 Articles of Amalgamation of Global Television Centre Ltd.(2)
4.54 By-laws of Global Television Centre Ltd.(2)
4.55 Articles of Continuance of Global Television Network Inc.,
as amended(2)
4.56 By-laws of Global Television Network Inc.(2)
4.57 Amended and Restated Limited Partnership Agreement of Global
Television Network Quebec, Limited Partnership/Reseau de
Television Global Quebec, Societe en Commandite(4)
4.58 Articles of Incorporation and Articles of Amendment of
Global Television Specialty Networks Inc.(4)
4.59 By-Laws of Global Television Specialty Networks Inc.(4)
4.60 Articles of Incorporation and Articles of Amendment of
Lonestar Holdco Inc.(4)
4.61 By-Laws of Lonestar Holdco Inc.(4)
4.62 Articles of Continuance of Lower Mainland Publishing Group
Inc.(2)
4.63 By-laws of Lower Mainland Publishing Group Inc.(2)
4.64 Articles of Continuance of Montreal Gazette Group Inc.(2)
4.65 By-laws of Montreal Gazette Group Inc.(2)
4.66 Articles of Continuance of Multisound Publishers Ltd., as
amended(2)
4.67 By-laws of Multisound Publishers Ltd., as amended(2)
4.68 Articles of Continuance of Nanaimo Daily News Group Inc.(2)
4.69 By-laws of Nanaimo Daily News Group Inc.(2)
4.70 Articles of Incorporation of ONtv Holdings Inc., as
amended(2)
4.71 By-laws of ONtv Holdings Inc.(2)
4.72 Articles of Continuance of Ottawa Citizen Group Inc.(2)
4.73 By-laws of Ottawa Citizen Group Inc.(2)
</Table>
II-2
<Table>
<Caption>
EXHIBIT NO. EXHIBIT
- ----------- -------
4.74 Articles of Continuance of Pacific Newspaper Group Inc.(2)
4.75 By-laws of Pacific Newspaper Group Inc.(2)
4.76 Articles of Continuance of Port Alberni Times Group Inc.(2)
4.77 By-laws of Port Alberni Times Group Inc.(2)
4.78 Articles of Incorporation and Articles of Amendment of
ReachCanada Contact Centre Limited(4)
4.79 By-Laws of ReachCanada Contact Centre Limited(4)
4.80 Articles of Continuance of Regina Leader Post Group Inc.(2)
4.81 By-laws of Regina Leader Post Group Inc.(2)
4.82 Articles of Incorporation and Articles of Amendment of
RetroVista Holdco Inc.(4)
4.83 By-Law No. 1 of RetroVista Holdco Inc.(4)
4.84 Articles of Continuance of Saskatoon StarPhoenix Group
Inc.(2)
4.85 By-laws of Saskatoon StarPhoenix Group Inc.(2)
4.86 Articles of Continuance of Southam Digital Inc.(2)
4.87 By-laws of Southam Digital Inc.(2)
4.88 Articles of Incorporation of Studio Post & Transfer Sub
Inc., as amended (2)
4.89 By-laws of Studio Post & Transfer Sub Inc.(2)
4.90 Notice of Adoption, Alteration, or Revocation of
Constitution and Constitution of TV3 Network Services
Limited (2)
4.91 Notice of Adoption, Alteration, or Revocation of
Constitution and Constitution of TV4 Network Limited, as
amended (2)
4.92 Articles of Continuance of Vancouver Island Newspaper Group
Inc., as amended(2)
4.93 By-laws of Vancouver Island Newspaper Group Inc.(2)
4.94 Articles of Continuance of Victoria Times Colonist Group
Inc.(2)
4.95 By-laws of Victoria Times Colonist Group Inc.(2)
4.96 Articles of Continuance and By-laws of Western
Communications Inc.(2)
4.97 Articles of Incorporation of WIC Mobile TV Inc., as
amended(2)
4.98 By-laws of WIC Mobile TV Inc.(2)
4.99 Articles of Incorporation of WIC Television Production Sub
Inc., as amended(2)
4.100 By-laws of WIC Television Production Sub Inc.(2)
4.101 Articles of Continuance of Windsor Star Group Inc.(2)
4.102 By-laws of Windsor Star Group Inc.(2)
4.103 Articles of Incorporation and Articles of Amendment of
Xtreme Sports Holdco Inc.(4)
4.104 By-Laws of Xtreme Sports Holdco Inc.(4)
4.105 Indenture, dated as of April 3, 2003, among CanWest Media
Inc., the Guarantors named therein and The Bank of New York,
as Trustee(4)
4.106 Indenture, dated as of May 17, 2001, among CanWest Media
Inc., the Guarantors named therein and The Bank of New York,
as Trustee(2)
4.107 Registration Rights Agreement, dated as of April 3, 2003,
among CanWest Media Inc., the Guarantors named therein,
Salomon Smith Barney Inc., CIBC World Markets Corp., Scotia
Capital (USA) Inc., BMO Nesbitt Burns Corp., RBC Dominion
Securities Corporation, Banc of America Securities LLC and
TD Securities (USA) Inc.(4)
4.108 Registration Rights Agreement, dated as of May 17, 2001,
among CanWest Media Inc., the Guarantors named therein, CIBC
World Markets Corp., Salomon Smith Barney Inc., Banc of
America Securities LLC, Scotia Capital (USA) Inc., BMO
Nesbitt Burns Corp., RBC Dominion Securities Corp. and TD
Securities (USA) Inc.(2)
4.109 Guarantee, dated as of April 3, 2003, executed by the
Guarantors identified therein(4)
</Table>
II-3
<Table>
<Caption>
EXHIBIT NO. EXHIBIT
- ----------- -------
4.110 Guarantee, dated as of May 17, 2001, executed by the
Guarantors identified therein(2)
4.111 7 5/8% Senior Note due 2013, in the original principal
amount of US$470,000, executed by CanWest Media Inc. in
favor of Cede & Co.(4)
4.112 7 5/8% Senior Note due 2013, in the original principal
amount of US$199,530,000, executed by CanWest Media Inc. in
favor of Cede & Co.(4)
4.113 Form of 7 5/8% Series B Senior Note due 2013 of CanWest
Media Inc.(4)
4.114 10 5/8% Series B Senior Subordinate Note due 2011, in the
original principal amount of US$195,000, executed by CanWest
Media Inc. in favor of Cede & Co.(4)
4.115 10 5/8% Series B Senior Subordinate Note due 2011, in the
original principal amount of US$424,805,000, executed by
CanWest Media Inc. in favor of Cede & Co.(4)
4.116 10 5/8% Senior Subordinated Note due 2011, in the original
principal amount of Cdn$60,724,000, executed by CanWest
Media Inc. in favor of CanWest Communications
Corporation.(2)
4.117 Letter of Representations, dated as of April 3, 2003, among
CanWest Media Inc., The Bank of New York, as agent, and The
Depository Trust Company(4)
4.118 Letter of Representations, dated as of May 17, 2001, among
CanWest Media Inc., The Bank of New York, as agent, and The
Depository Trust Company(2)
4.119 Letter dated April 3, 2003, from The Bank of New York, as
trustee under the Indenture, dated as of May 17, 2001, among
CanWest Media Inc., the Guarantors named therein and The
Bank of New York, as Trustee, to Salomon Smith Barney Inc.,
CIBC World Markets Corp., Scotia Capital (USA) Inc., BMO
Nesbitt Burns Corp., RBC Dominion Securities Corp., Banc of
America Securities LLC and TD Securities (USA) Inc.(4)
4.120 Demand Registration Rights Agreement, dated as of May 17,
2001, among CanWest Media Inc., CanWest Communications
Corporation and the Guarantors named therein(2)
4.121 Trust Indenture, dated as of November 15, 2000, between
CanWest Media Inc. and CanWest Global Communications
Corporation(2)
4.122 Supplemental Indenture, dated as of August 6, 2002, between
CanWest Media Inc. and The Bank of New York(1)
4.123 Second Supplemental Indenture, dated as of February 27,
2003, among CanWest Media Inc., each of the guarantors
identified therein and The Bank of New York.(4)
4.124 Third Supplemental Indenture, dated as of April 23, 2003,
among CanWest Media Inc., each of the guarantors identified
therein and The Bank of New York.(4)
4.125 First Supplemental Indenture, dated as of September 22, 2003,
among CanWest Media Inc., each of the New Guarantors and The Bank
of New York.*
4.126 Fourth Supplemental Indenture, dated as of September 22, 2003,
among CanWest Media Inc., each of the New Guarantors and The Bank
of New York.*
4.127 Second Supplemental Indenture dated as of February 25, 2004, among
CanWest Media Inc., each of the New Guarantors and The Bank of New
York.(5)
4.128 Fifth Supplemental Indenture, dated as of February 25, 2004, among
CanWest Media Inc., each of the New Guarantors and The Bank of New
York. (5)
5.1 Opinion of Osler, Hoskin & Harcourt LLP
5.2 Opinion of Kaye Scholer LLP
5.3 Opinion of Russell McVeagh
5.4 Opinion of Nauta Dutilh
5.5 Opinion of Chancery Chambers
5.6 Opinion of Fasken Martineau Dumoulin LLP
5.7 Opinion of Tory's
5.8 Opinion of Pitblado
</Table>
II-4
<Table>
<Caption>
EXHIBIT NO. EXHIBIT
- ----------- -------
8.1 Opinion of Kaye Scholer LLP as to certain tax matters
12.1 Computation of Ratio of Earnings to Fixed Charges
23.1 Consent of PricewaterhouseCoopers LLP, Winnepeg, Manitoba,
Canada
23.2 Consent of PricewaterhouseCoopers, Sydney, Australia
23.3 Consent of Osler, Hoskin & Harcourt LLP (included in Exhibit
5.1)
23.4 Consent of Kaye Scholer LLP (included in Exhibit 5.2)
23.5 Consent of Russell McVeagh (included in Exhibit 5.3)
23.6 Consent of Nauta Dutilh (included in Exhibit 5.4)
23.7 Consent of Chancery Chambers (included in Exhibit 5.5)
23.8 Consent of Fasken Martineau Dumoulin LLP (included in
Exhibit 5.6)
23.9 Consent of Tory's (included in Exhibit 5.7)
23.10 Consent of Pitblado (included in Exhibit 5.8)
23.11 Consent of Kaye Scholer LLP (included in Exhibit 8.1)
24.1 Power of Attorney for CanWest Media Inc.*
24.2 Power of Attorney for 2846551 Canada Inc.*
24.3 Power of Attorney for 3919056 Canada Ltd.*
24.4 Power of Attorney for Apple Box Productions Sub Inc.*
24.5 Power of Attorney for BCTV Holdings Inc.*
24.6 Power of Attorney for Calgary Herald Group Inc.*
24.7 Power of Attorney for CanWest -- Montreal R.P. Holdings
Inc.*
24.8 Power of Attorney for CanWest -- Windsor R.P. Holdings Inc.*
24.9 Power of Attorney for CanWest Finance Inc./Financiere
CanWest Inc.*
24.10 Power of Attorney for CanWest Global Broadcasting
Inc./Radiodiffusion CanWest Global Inc.*
24.11 Power of Attorney for CanWest Interactive Inc.*
24.12 Power of Attorney for CanWest International Communications
Inc.*
24.13 Power of Attorney for CanWest International Management Inc.*
24.14 Power of Attorney for CanWest Irish Holdings (Barbados)
Inc.*
24.15 Power of Attorney for CanWest Media Sales Limited*
24.16 Power of Attorney for CanWest NZ Radio Holdings Limited*
</Table>
II-5
<Table>
<Caption>
EXHIBIT NO. EXHIBIT
- ----------- -------
24.17 Power of Attorney for CanWest Publications Inc.*
24.18 Power of Attorney for CGS Debenture Holding (Netherlands)
B.V.*
24.19 Power of Attorney for CGS International Holdings
(Netherlands) B.V.*
24.20 Power of Attorney for CGS NZ Radio Shareholding
(Netherlands) B.V.*
24.21 Power of Attorney for CGS NZ TV Shareholding (Netherlands)
B.V.*
24.22 Power of Attorney for CGS Shareholding (Netherlands) B.V.*
24.23 Power of Attorney for CHBC Holdings Inc.*
24.24 Power of Attorney for CHEK Holdings Inc.*
24.25 Power of Attorney for Clarinet Music Inc.*
24.26 Power of Attorney for Edmonton Journal Group Inc.*
24.27 Power of Attorney for Fox Sports World Canada Holdco Inc.*
24.28 Power of Attorney for Global Centre Inc.*
24.29 Power of Attorney for Global Communications Limited*
24.30 Power of Attorney for Global Television Centre Ltd.*
24.31 Power of Attorney for Global Television Network Inc.*
24.32 Power of Attorney for Global Television Network Quebec,
Limited Partnership/Reseau de
Television Global Quebec, Societe en Commandite*
24.33 Power of Attorney for Global Television Specialty Networks
Inc.*
24.34 Power of Attorney for Lonestar Holdco Inc.*
24.35 Power of Attorney for Lower Mainland Publishing Group Inc.*
24.36 Power of Attorney for Montreal Gazette Group Inc.*
24.37 Power of Attorney for Multisound Publishers Ltd.*
24.38 Power of Attorney for Nanaimo Daily News Group Inc.*
24.39 Power of Attorney for ONtv Holdings Inc.*
24.40 Power of Attorney for Ottawa Citizen Group Inc.*
24.41 Power of Attorney for Pacific Newspaper Group Inc.*
24.42 Power of Attorney for Port Alberni Times Group Inc.*
24.43 Power of Attorney for ReachCanada Contact Centre Limited*
24.44 Power of Attorney for Regina Leader Post Group Inc.*
24.45 Power of Attorney for RetroVista Holdco Inc.*
24.46 Power of Attorney for Saskatoon StarPhoenix Group Inc.*
24.47 Power of Attorney for Southam Digital Inc.*
24.48 Power of Attorney for Studio Post & Transfer Sub Inc.*
24.49 Power of Attorney for TV3 Network Services Limited*
</Table>
II-6
<Table>
<Caption>
EXHIBIT NO. EXHIBIT
- ----------- -------
24.50 Power of Attorney for TV4 Network Limited*
24.51 Power of Attorney for Vancouver Island Newspaper Group Inc.*
24.52 Power of Attorney for Victoria Times Colonist Group Inc.*
24.53 Power of Attorney for Western Communications Inc.*
24.54 Power of Attorney for Mobile Video Production Inc. (f/k/a WIC
Mobile TV Inc.)*
24.55 Power of Attorney for WIC Television Production Sub Inc.*
24.56 Power of Attorney for Windsor Star Group Inc.*
24.57 Power of Attorney for Xtreme Sports Holdco Inc.*
24.58 Power of Attorney for Cool Records Inc.*
25.1 Statement of Eligibility on Form T-1 of Trustee under the
Indenture, dated as of April 3, 2003, among CanWest Media
Inc., the Guarantors named therein and The Bank of New York,
as Trustee(4)
99.1 Appointment of Agent for Service of Process(2)
</Table>
- ---------------
* Previously filed.
(1) Previously filed as an Exhibit to the Annual Report on Form 20-F of
CanWest Media Inc. for the fiscal year ended August 31, 2002, filed on
February 28, 2003, SEC File Number 333-13878, and incorporated by
reference herein.
(2) Previously filed as an Exhibit to the Registration Statement Form F-4 of
CanWest Media Inc. filed on September 4, 2001, SEC File Number 333-00000,
and incorporated by reference herein.
(3) Previously filed as an Exhibit to the Annual Report on Form 20-F of
CanWest Media Inc. for the fiscal year ended August 31, 2001, filed on
February 28, 2002, SEC File Number 333-13878, and incorporated by
reference herein.
(4) Previously filed as an Exhibit to the Registration Statement on Form F-4
of CanWest Media Inc. filed on June 18, 2003, SEC File Number 333-106256,
and incorporated by reference herein.
(5) Previously filed as an Exhibit to the Annual Report on Form 20-F of
CanWest Media Inc. for the fiscal year ended August 31, 2003, filed on
February 26, 2004, SEC File Number 333-13878, and incorporated by
reference herein.
II-7
ITEM 10. UNDERTAKINGS.
(a) The undersigned registrants hereby undertake:
(1) To file, during any period in which offers or sales are being
made, a post-effective amendment to this registration statement:
(i) To include any prospectus required by Section 10(a)(3)
of the Securities Act of 1933;
(ii) To reflect in the prospectus any facts or events arising
after the effective date of the registration statement (or the most recent
post-effective amendment thereof) which, individually or in the aggregate,
represent a fundamental change in the information in the registration statement.
Notwithstanding the foregoing, any increase or decrease in volume of securities
offered (if the total dollar value of securities offered would not exceed that
which was registered) and any deviation from the low or high end of the
estimated maximum offering range may be reflected in the form of prospectus
filed with the Commission pursuant to Rule 424(b) of the Securities Act if, in
the aggregate, the changes in volume and price represent no more than a 20%
change in the maximum aggregate offering price set forth in the "Calculation of
Registration Fee" table in the effective registration statement;
(iii) To include any material information with respect to the
plan of distribution not previously disclosed in the registration statement or
any material change to such information in the registration statement;
provided, however, that paragraphs (a)(1)(i) and (a)(1)(ii) of this Section do
not apply if the information required to be included in a post-effective
amendment by those paragraphs is contained in periodic reports filed with or
furnished to the Commission by the registrant pursuant to Section 13 or Section
II-8
15(d) of the Securities Exchange Act of 1934 that are incorporated by reference
in the registration statement.
(2) That, for the purpose of determining any liability under the
Securities Act of 1933, each such post-effective amendment shall be deemed to be
a new registration statement relating to the securities offered therein, and the
offering of such securities at that time shall be deemed to be the initial bona
fide offering thereof.
(3) To remove from registration by means of a post-effective
amendment any of the securities being registered which remain unsold at the
termination of the offering.
(4) To file a post-effective amendment to the registration
statement to include any financial statements required by Item 8.A. of Form 20-F
at the start of any delayed offering or throughout a continuous offering.
(b) The undersigned registrants hereby undertake that, for purposes of
determining any liability under the Securities Act of 1933, each filing of the
registrants' annual reports pursuant to Section 13(a) or Section 15(d) of the
Securities Exchange Act of 1934 that is incorporated by reference in the
registration statement shall be deemed to be a new registration statement
relating to the securities offered therein, and the offering of such securities
at that time shall be deemed to be the initial bona fide offering thereof.
(c) Insofar as indemnification for liabilities arising under the
Securities Act of 1933 may be permitted to directors, officers and controlling
persons of the registrants pursuant to the foregoing provisions, or otherwise,
the registrants have been advised that in the opinion of the Securities and
Exchange Commission such indemnification is against public policy as expressed
in the Act and is, therefore, unenforceable. In the event that a claim for
indemnification against such liabilities (other than the payment by the
registrant of expenses incurred or paid by a director, officer or controlling
person of the registrant in the successful defense of any action, suit or
proceeding) is asserted by such director, officer or controlling person in
connection with the securities being registered, the registrant will, unless in
the opinion of its counsel the matter has been settled by controlling precedent,
submit to a court of appropriate jurisdiction the question whether such
indemnification by it is against public policy as expressed in the Act and will
be governed by the final adjudication of such issue.
II-9
SIGNATURES
Pursuant to the requirements of the Securities Act, the registrant
certifies that it has reasonable grounds to believe that it meets all of the
requirements for filing on Form F-3 and has duly caused this registration
statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in the City of Winnipeg, Manitoba, Canada, on February 26, 2004.
CANWEST MEDIA INC.
By: /s/ PAMELA A. HARROD
------------------------------------
Name: Pamela A. Harrod
Title: Assistant Secretary
Pursuant to the requirements of the Securities Act of 1933, this
registration statement has been signed by the following persons in the
capacities and on the dates indicated.
<Table>
<Caption>
SIGNATURE TITLE DATE
--------- ----- ----
* Director, President and Chief February 26, 2004
- -------------------------------------- Executive Officer (principal executive
Leonard Asper officer)
* Chief Financial Officer February 26, 2004
- --------------------------------------
John Maguire
* Director February 26, 2004
- --------------------------------------
Dr. Lloyd I. Barber
Director February 26, 2004
- --------------------------------------
Jalynn H. Bennett
* Director February 26, 2004
- --------------------------------------
The Hon. Frank J. McKenna
* Director February 26, 2004
- --------------------------------------
David J. Drybrough
</Table>
*By /s/ PAMELA A. HARROD
----------------------------------
Name: Pamela A. Harrod
Attorney-in-Fact
II-10
SIGNATURES
Pursuant to the requirements of the Securities Act, the registrant
certifies that it has reasonable grounds to believe that it meets all of the
requirements for filing on Form F-3 and has duly caused this registration
statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in the City of Winnipeg, Manitoba, Canada, on February 26, 2004.
2846551 CANADA INC.
By: *
------------------------------------
Name: Leonard J. Asper
Title: Director, Chairman of the
Board and President
Pursuant to the requirements of the Securities Act of 1933, this
registration statement has been signed by the following persons in the
capacities and on the dates indicated.
<Table>
<Caption>
SIGNATURE TITLE DATE
--------- ----- ----
* Director, Chairman of the Board and February 26, 2004
- -------------------------------------- President
Leonard Asper
* Director, Vice President February 26, 2004
- --------------------------------------
Thomas Strike
* Chief Financial Officer (principal February 26, 2004
- -------------------------------------- financial and accounting officer)
John Maguire
</Table>
* By /s/ PAMELA A. HARROD
-----------------------------
Name: Pamela A. Harrod
Attorney-in-fact
II-11
SIGNATURES
Pursuant to the requirements of the Securities Act, the registrant
certifies that it has reasonable grounds to believe that it meets all of the
requirements for filing on Form F-3 and has duly caused this registration
statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in the City of Winnipeg, Manitoba, Canada, on February 26, 2004.
3919056 CANADA LTD.
By: /s/ PAMELA A. HARROD
------------------------------------
Name: Pamela A. Harrod
Title: Secretary
Pursuant to the requirements of the Securities Act of 1933, this
registration statement has been signed by the following persons in the
capacities and on the dates indicated.
<Table>
<Caption>
SIGNATURE TITLE DATE
--------- ----- ----
* Director, President (principal February 26, 2004
- -------------------------------------- executive officer and principal
Richard M. Leipsic financial and accounting officer)
/s/ PAMELA A. HARROD Director, Secretary February 26, 2004
- --------------------------------------
Pamela A. Harrod
</Table>
* By /s/ PAMELA A. HARROD
-----------------------------
Name: Pamela A. Harrod
Attorney-in-fact
II-12
SIGNATURES
Pursuant to the requirements of the Securities Act, the registrant
certifies that it has reasonable grounds to believe that it meets all of the
requirements for filing on Form F-3 and has duly caused this registration
statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in the City of Winnipeg, Manitoba, Canada, on February 26, 2004.
APPLE BOX PRODUCTIONS SUB INC.
By: *
------------------------------------
Name: Richard Leipsic
Title: Director, Secretary
Pursuant to the requirements of the Securities Act of 1933, this
registration statement has been signed by the following persons in the
capacities and on the dates indicated.
<Table>
<Caption>
SIGNATURE TITLE DATE
--------- ----- ----
* Director, Secretary February 26, 2004
- --------------------------------------
Richard Leipsic
* Director, President February 26, 2004
- -------------------------------------- (principal executive officer)
Thomas Strike
* Vice President (principal financial February 26, 2004
- -------------------------------------- and accounting officer)
John Maguire
</Table>
*By /s/ PAMELA A. HARROD
----------------------------------
Name: Pamela A. Harrod
Attorney-in-Fact
II-13
SIGNATURES
Pursuant to the requirements of the Securities Act, the registrant
certifies that it has reasonable grounds to believe that it meets all of the
requirements for filing on Form F-3 and has duly caused this registration
statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in the City of Winnipeg, Manitoba, Canada, on February 26, 2004.
BCTV HOLDINGS INC.
By: *
------------------------------------
Name: Richard Leipsic
Title: Director, Secretary
Pursuant to the requirements of the Securities Act of 1933, this
registration statement has been signed by the following persons in the
capacities and on the dates indicated.
<Table>
<Caption>
SIGNATURE TITLE DATE
--------- ----- ----
* Director, Secretary February 26, 2004
- --------------------------------------
Richard Leipsic
* Director, President February 26, 2004
- -------------------------------------- (principal executive officer)
Thomas Strike
* Vice President (principal financial February 26, 2004
- -------------------------------------- and accounting officer)
John Maguire
</Table>
*By /s/ PAMELA A. HARROD
----------------------------------
Name: Pamela A. Harrod
Attorney-in-Fact
II-14
SIGNATURES
Pursuant to the requirements of the Securities Act, the registrant
certifies that it has reasonable grounds to believe that it meets all of the
requirements for filing on Form F-3 and has duly caused this registration
statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in the City of Winnipeg, Manitoba, Canada, on February 26, 2004.
CALGARY HERALD GROUP INC.
By: /s/ PAMELA A. HARROD
------------------------------------
Name: Pamela A. Harrod
Title: Assistant Secretary
Pursuant to the requirements of the Securities Act of 1933, this
registration statement has been signed by the following persons in the
capacities and on the dates indicated.
<Table>
<Caption>
SIGNATURE TITLE DATE
--------- ----- ----
* Director, Secretary February 26, 2004
- --------------------------------------
Richard Leipsic
* President (principal executive February 26, 2004
- -------------------------------------- officer)
Thomas Strike
/s/ PAMELA A. HARROD Director, Assistant Secretary February 26, 2004
- --------------------------------------
Pamela A. Harrod
* Vice President (principal financial February 26, 2004
- -------------------------------------- and accounting officer)
John Maguire
</Table>
*By /s/ PAMELA A. HARROD
----------------------------------
Name: Pamela A. Harrod
Attorney-in-Fact
II-15
SIGNATURES
Pursuant to the requirements of the Securities Act, the registrant
certifies that it has reasonable grounds to believe that it meets all of the
requirements for filing on Form F-3 and has duly caused this registration
statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in the City of Winnipeg, Manitoba, Canada, on February 26, 2004.
CANWEST - MONTREAL R.P. HOLDINGS INC.
By: /s/ PAMELA A. HARROD
------------------------------------
Name: Pamela A. Harrod
Title: Assistant Secretary
Pursuant to the requirements of the Securities Act of 1933, this
registration statement has been signed by the following persons in the
capacities and on the dates indicated.
<Table>
<Caption>
SIGNATURE TITLE DATE
--------- ----- ----
* Director, Secretary February 26, 2004
- --------------------------------------
Richard Leipsic
* President (principal executive February 26, 2004
- -------------------------------------- officer)
Thomas Strike
/s/ PAMELA A. HARROD Director, Assistant Secretary February 26, 2004
- --------------------------------------
Pamela A. Harrod
* Vice President (principal financial February 26, 2004
- -------------------------------------- and accounting officer)
John Maguire
</Table>
* By /s/ PAMELA A. HARROD
-----------------------------
Name: Pamela A. Harrod
Attorney-in-fact
II-16
SIGNATURES
Pursuant to the requirements of the Securities Act, the registrant
certifies that it has reasonable grounds to believe that it meets all of the
requirements for filing on Form F-3 and has duly caused this registration
statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in the City of Winnipeg, Manitoba, Canada, on February 26, 2004.
CANWEST - WINDSOR R.P. HOLDINGS INC.
By: /s/ PAMELA A. HARROD
------------------------------------
Name: Pamela A. Harrod
Title: Assistant Secretary
Pursuant to the requirements of the Securities Act of 1933, this
registration statement has been signed by the following persons in the
capacities and on the dates indicated.
<Table>
<Caption>
SIGNATURE TITLE DATE
--------- ----- ----
* Director, Secretary February 26, 2004
- --------------------------------------
Richard Leipsic
* President (principal executive February 26, 2004
- -------------------------------------- officer)
Thomas Strike
/s/ PAMELA A. HARROD Director, Assistant Secretary February 26, 2004
- --------------------------------------
Pamela A. Harrod
* Vice President (principal financial February 26, 2004
- -------------------------------------- and accounting officer)
John Maguire
</Table>
* By /s/ PAMELA A. HARROD
-----------------------------
Name: Pamela A. Harrod
Attorney-in-fact
II-17
SIGNATURES
Pursuant to the requirements of the Securities Act, the registrant
certifies that it has reasonable grounds to believe that it meets all of the
requirements for filing on Form F-3 and has duly caused this registration
statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in the City of Winnipeg, Manitoba, Canada, on February 26, 2004.
CANWEST FINANCE INC./
FINANCIERE CANWEST INC.
By: *
------------------------------------
Name: John Maguire
Title: Officer-at-Large (principal
financial and accounting
officer)
Pursuant to the requirements of the Securities Act of 1933, this
registration statement has been signed by the following persons in the
capacities and on the dates indicated.
<Table>
<Caption>
SIGNATURE TITLE DATE
--------- ----- ----
* Director, President and Secretary February 26, 2004
------------------------------------------------ (principal executive officer)
Thomas Strike
* Officer-at-Large (principal February 26, 2004
------------------------------------------------ financial and accounting officer)
John Maguire
</Table>
* By /s/ PAMELA A. HARROD
-----------------------------
Name: Pamela A. Harrod
Attorney-in-fact
II-18
SIGNATURES
Pursuant to the requirements of the Securities Act, the registrant
certifies that it has reasonable grounds to believe that it meets all of the
requirements for filing on Form F-3 and has duly caused this registration
statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in the City of Winnipeg, Manitoba, Canada, on February 26, 2004.
CANWEST GLOBAL BROADCASTING INC./
RADIODIFFUSION CANWEST GLOBAL INC.
By: /s/ RICHARD LEIPSIC
------------------------------------
Name: Richard Leipsic
Title: Director, Secretary
Pursuant to the requirements of the Securities Act of 1933, this
registration statement has been signed by the following persons in the
capacities and on the dates indicated.
<Table>
<Caption>
SIGNATURE TITLE DATE
--------- ----- ----
* President (principal executive February 26, 2004
------------------------------------------------ officer)
Leonard Asper
* Director, Vice President February 26, 2004
------------------------------------------------
Thomas Strike
* Vice President (principal financial February 26, 2004
------------------------------------------------ and accounting officer)
John Maguire
/s/ RICHARD LEIPSIC Director, Secretary February 26, 2004
------------------------------------------------
Richard Leipsic
</Table>
*By /s/ PAMELA A. HARROD
----------------------------------
Name: Pamela A. Harrod
Attorney-in-Fact
II-19
SIGNATURES
Pursuant to the requirements of the Securities Act, the registrant
certifies that it has reasonable grounds to believe that it meets all of the
requirements for filing on Form F-3 and has duly caused this registration
statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in the City of Winnipeg, Manitoba, Canada, on February 26, 2004.
CANWEST INTERACTIVE INC.
By: /s/ PAMELA A. HARROD
------------------------------------
Name: Pamela A. Harrod
Title: Secretary
Pursuant to the requirements of the Securities Act of 1933, this
registration statement has been signed by the following persons in the
capacities and on the dates indicated.
<Table>
<Caption>
SIGNATURE TITLE DATE
--------- ----- ----
* President (principal executive February 26, 2004
------------------------------------------------ officer)
Leonard Asper
* Director, Vice-President February 26, 2004
------------------------------------------------
Richard M. Leipsic
/s/ PAMELA A. HARROD Director, Secretary February 26, 2004
------------------------------------------------
Pamela A. Harrod
* Vice President (principal financial February 26, 2004
------------------------------------------------ and accounting officer)
John Maguire
</Table>
*By /s/ PAMELA A. HARROD
----------------------------------
Name: Pamela A. Harrod
Attorney-in-Fact
II-20
SIGNATURES
Pursuant to the requirements of the Securities Act, the registrant
certifies that it has reasonable grounds to believe that it meets all of the
requirements for filing on Form F-3 and has duly caused this registration
statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in the City of Winnipeg, Manitoba, Canada, on February 26, 2004.
CANWEST INTERNATIONAL COMMUNICATIONS
INC.
By: *
------------------------------------
Name: Yale H. Lerner
Title: Chief Executive Officer
Pursuant to the requirements of the Securities Act of 1933, this
registration statement has been signed by the following persons in the
capacities and on the dates indicated.
<Table>
<Caption>
SIGNATURE TITLE DATE
--------- ----- ----
* Director, Chief Executive Officer February 26, 2004
------------------------------------------------ (principal executive officer)
Yale H. Lerner
* President (principal financial and February 26, 2004
------------------------------------------------ accounting officer)
Barbara O'Gorman
* Director February 26, 2004
------------------------------------------------
Thomas Strike
* Director February 26, 2004
------------------------------------------------
Andrew C. Ferreira
* Director February 26, 2004
------------------------------------------------
Trevor A. Carmichael
</Table>
*By /s/ PAMELA A. HARROD
----------------------------------
Name: Pamela A. Harrod
Attorney-in-Fact
II-21
SIGNATURES
Pursuant to the requirements of the Securities Act, the registrant
certifies that it has reasonable grounds to believe that it meets all of the
requirements for filing on Form F-3 and has duly caused this registration
statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in the City of Winnipeg, Manitoba, Canada, on February 26, 2004.
CANWEST INTERNATIONAL MANAGEMENT INC.
By: *
------------------------------------
Name: Yale H. Lerner
Title: Chief Executive Officer
Pursuant to the requirements of the Securities Act of 1933, this
registration statement has been signed by the following persons in the
capacities and on the dates indicated.
<Table>
<Caption>
SIGNATURE TITLE DATE
--------- ----- ----
* Director, Chief Executive Officer February 26, 2004
- -------------------------------------- (principal executive officer)
Yale H. Lerner
* President (principal financial and February 26, 2004
- -------------------------------------- accounting officer)
Barbara O'Gorman
* Director February 26, 2004
- --------------------------------------
Thomas Strike
* Director February 26, 2004
- --------------------------------------
Andrew C. Ferreira
* Director February 26, 2004
- --------------------------------------
Trevor A. Carmichael
</Table>
*By /s/ PAMELA A. HARROD
----------------------------------
Name: Pamela A. Harrod
Attorney-in-Fact
II-22
SIGNATURES
Pursuant to the requirements of the Securities Act, the registrant
certifies that it has reasonable grounds to believe that it meets all of the
requirements for filing on Form F-3 and has duly caused this registration
statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in the City of Winnipeg, Manitoba, Canada, on February 26, 2004.
CANWEST IRISH HOLDINGS (BARBADOS) INC.
By: *
------------------------------------
Name: Yale H. Lerner
Title: Chief Executive Officer
Pursuant to the requirements of the Securities Act of 1933, this
registration statement has been signed by the following persons in the
capacities and on the dates indicated.
<Table>
<Caption>
SIGNATURE TITLE DATE
--------- ----- ----
* Director, Chief Executive Officer February 26, 2004
- -------------------------------------- (principal executive officer)
Yale H. Lerner
* President (principal financial and February 26, 2004
- -------------------------------------- accounting officer)
Barbara O'Gorman
* Director February 26, 2004
- --------------------------------------
Thomas Strike
* Director February 26, 2004
- --------------------------------------
Andrew C. Ferreira
* Director February 26, 2004
- --------------------------------------
Trevor A. Carmichael
</Table>
*By /s/ PAMELA A. HARROD
----------------------------------
Name: Pamela A. Harrod
Attorney-in-Fact
II-23
SIGNATURES
Pursuant to the requirements of the Securities Act, the registrant
certifies that it has reasonable grounds to believe that it meets all of the
requirements for filing on Form F-3 and has duly caused this registration
statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in the City of Winnipeg, Manitoba, Canada, on February 26, 2004.
CANWEST MEDIA SALES LIMITED
By: /s/ RICHARD LEIPSIC
------------------------------------
Name: Richard Leipsic
Title: Director, Vice President
Pursuant to the requirements of the Securities Act of 1933, this
registration statement has been signed by the following persons in the
capacities and on the dates indicated.
<Table>
<Caption>
SIGNATURE TITLE DATE
--------- ----- ----
* Director, President and Chairman of February 26, 2004
- -------------------------------------- the Board (principal executive
Leonard Asper officer)
* Director, Vice President February 26, 2004
- --------------------------------------
Thomas Strike
* Vice President (principal financial February 26, 2004
- -------------------------------------- and accounting officer)
John Maguire
/s/ RICHARD LEIPSIC Director, Secretary February 26, 2004
- --------------------------------------
Richard Leipsic
</Table>
*By /s/ PAMELA A. HARROD
----------------------------------
Name: Pamela A. Harrod
Attorney-in-Fact
II-24
SIGNATURES
Pursuant to the requirements of the Securities Act, the registrant
certifies that it has reasonable grounds to believe that it meets all of the
requirements for filing on Form F-3 and has duly caused this registration
statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in the City of Winnipeg, Manitoba, Canada, on February 26, 2004.
CANWEST NZ RADIO HOLDINGS LIMITED
By: /s/ RICHARD LEIPSIC
------------------------------------
Name: Richard Leipsic
Title: Director
Pursuant to the requirements of the Securities Act of 1933, this
registration statement has been signed by the following persons in the
capacities and on the dates indicated.
<Table>
<Caption>
SIGNATURE TITLE DATE
--------- ----- ----
* Director February 26, 2004
- --------------------------------------
Leonard Asper
* Director and Chief Financial Officer February 26, 2004
- -------------------------------------- (principal financial and accounting
Peter Crossan officer)
* Director and Chief Executive Officer February 26, 2004
- -------------------------------------- (principal executive officer)
Brent G. Impey
* Director February 26, 2004
- --------------------------------------
Richard Friesen
* Director February 26, 2004
- --------------------------------------
Thomas Strike
/s/ RICHARD LEIPSIC Director February 26, 2004
- --------------------------------------
Richard Leipsic
</Table>
*By /s/ PAMELA A. HARROD
----------------------------------
Name: Pamela A. Harrod
Attorney-in-Fact
II-25
SIGNATURES
Pursuant to the requirements of the Securities Act, the registrant
certifies that it has reasonable grounds to believe that it meets all of the
requirements for filing on Form F-3 and has duly caused this registration
statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in the City of Winnipeg, Manitoba, Canada, on February 26, 2004.
CANWEST PUBLICATIONS INC.
By: *
------------------------------------
Name: John Maguire
Title: Vice President (principal
financial and accounting
officer)
Pursuant to the requirements of the Securities Act of 1933, this
registration statement has been signed by the following persons in the
capacities and on the dates indicated.
<Table>
<Caption>
SIGNATURE TITLE DATE
--------- ----- ----
* Director February 26, 2004
------------------------------------------------
Richard M. Leipsic
/s/ PAMELA A. HARROD Director February 26, 2004
------------------------------------------------
Pamela A. Harrod
* President February 26, 2004
------------------------------------------------ (principal executive officer)
Thomas Strike
* Vice President February 26, 2004
------------------------------------------------ (principal financial and
John Maguire accounting officer)
</Table>
*By /s/ PAMELA A. HARROD
----------------------------------
Name: Pamela A. Harrod
Attorney-in-Fact
II-26
SIGNATURES
Pursuant to the requirements of the Securities Act, the registrant
certifies that it has reasonable grounds to believe that it meets all of the
requirements for filing on Form F-3 and has duly caused this registration
statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in the City of Winnipeg, Manitoba, Canada, on February 26, 2004.
CGS DEBENTURE HOLDING (NETHERLANDS)
B.V.
By: *
-----------------------------------
Name: Thomas Strike
Title: Managing Director A
Pursuant to the requirements of the Securities Act of 1933, this
registration statement has been signed by the following persons in the
capacities and on the dates indicated.
<Table>
<Caption>
SIGNATURE TITLE DATE
--------- ----- ----
* Managing Director A February 26, 2004
------------------------------------------------
Thomas Strike
* Managing Director A February 26, 2004
------------------------------------------------ (principal executive officer and
J. Bradley Unsworth principal financial and accounting
officer)
* Managing Director B February 26, 2004
------------------------------------------------
Joan N. Fogerty-Edwards
</Table>
*By /s/ PAMELA A. HARROD
----------------------------------
Name: Pamela A. Harrod
Attorney-in-Fact
II-27
SIGNATURES
Pursuant to the requirements of the Securities Act, the registrant
certifies that it has reasonable grounds to believe that it meets all of the
requirements for filing on Form F-3 and has duly caused this registration
statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in the City of Winnipeg, Manitoba, Canada, on February 26, 2004.
CGS INTERNATIONAL HOLDINGS
(NETHERLANDS) B.V.
By: *
------------------------------------
Name: Thomas Strike
Title: Managing Director A
Pursuant to the requirements of the Securities Act of 1933, this
registration statement has been signed by the following persons in the
capacities and on the dates indicated.
<Table>
<Caption>
SIGNATURE TITLE DATE
--------- ----- ----
* Managing Director A February 26, 2004
------------------------------------------------
Thomas Strike
* Managing Director A February 26, 2004
------------------------------------------------ (principal executive officer and
J. Bradley Unsworth principal financial and accounting
officer)
* Managing Director B February 26, 2004
------------------------------------------------
Joan N. Fogerty-Edwards
</Table>
*By /s/ PAMELA A. HARROD
----------------------------------
Name: Pamela A. Harrod
Attorney-in-Fact
II-28
SIGNATURES
Pursuant to the requirements of the Securities Act, the registrant
certifies that it has reasonable grounds to believe that it meets all of the
requirements for filing on Form F-3 and has duly caused this registration
statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in the City of Winnipeg, Manitoba, Canada, on February 26, 2004.
CGS NZ RADIO SHAREHOLDING
(NETHERLANDS) B.V.
By: *
------------------------------------
Name: Thomas Strike
Title: Managing Director A
Pursuant to the requirements of the Securities Act of 1933, this
registration statement has been signed by the following persons in the
capacities and on the dates indicated.
<Table>
<Caption>
SIGNATURE TITLE DATE
--------- ----- ----
* Managing Director A February 26, 2004
------------------------------------------------
Thomas Strike
* Managing Director A February 26, 2004
------------------------------------------------ (principal executive officer and
J. Bradley Unsworth principal financial and accounting
officer)
* Managing Director B February 26, 2004
------------------------------------------------
Joan N. Fogerty-Edwards
</Table>
*By /s/ PAMELA A. HARROD
----------------------------------
Name: Pamela A. Harrod
Attorney-in-Fact
II-29
SIGNATURES
Pursuant to the requirements of the Securities Act, the registrant
certifies that it has reasonable grounds to believe that it meets all of the
requirements for filing on Form F-3 and has duly caused this registration
statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in the City of Winnipeg, Manitoba, Canada, on February 26, 2004.
CGS NZ TV SHAREHOLDING
(NETHERLANDS) B.V.
By: *
------------------------------------
Name: Thomas Strike
Title: Managing Director A
Pursuant to the requirements of the Securities Act of 1933, this
registration statement has been signed by the following persons in the
capacities and on the dates indicated.
<Table>
<Caption>
SIGNATURE TITLE DATE
--------- ----- ----
* Managing Director A February 26, 2004
------------------------------------------------
Thomas Strike
* Managing Director A February 26, 2004
------------------------------------------------ (principal executive officer and
J. Bradley Unsworth principal financial and accounting
officer)
* Managing Director B February 26, 2004
------------------------------------------------
Joan N. Fogerty-Edwards
</Table>
*By /s/ PAMELA A. HARROD
----------------------------------
Name: Pamela A. Harrod
Attorney-in-Fact
II-30
SIGNATURES
Pursuant to the requirements of the Securities Act, the registrant
certifies that it has reasonable grounds to believe that it meets all of the
requirements for filing on Form F-3 and has duly caused this registration
statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in the City of Winnipeg, Manitoba, Canada, on February 26, 2004.
CGS SHAREHOLDING (NETHERLANDS) B.V.
By: *
------------------------------------
Name: Thomas Strike
Title: Managing Director A
Pursuant to the requirements of the Securities Act of 1933, this
registration statement has been signed by the following persons in the
capacities and on the dates indicated.
<Table>
<Caption>
SIGNATURE TITLE DATE
--------- ----- ----
* Managing Director A February 26, 2004
------------------------------------------------
Thomas Strike
* Managing Director A February 26, 2004
------------------------------------------------ (principal executive officer and
J. Bradley Unsworth principal financial and accounting
officer)
* Managing Director B February 26, 2004
------------------------------------------------
Joan N. Fogerty-Edwards
</Table>
*By /s/ PAMELA A. HARROD
----------------------------------
Name: Pamela A. Harrod
Attorney-in-Fact
II-31
SIGNATURES
Pursuant to the requirements of the Securities Act, the registrant
certifies that it has reasonable grounds to believe that it meets all of the
requirements for filing on Form F-3 and has duly caused this registration
statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in the City of Winnipeg, Manitoba, Canada, on February 26, 2004.
CHBC HOLDINGS INC.
By: *
------------------------------------
Name: Richard Leipsic
Title: Director, Secretary
Pursuant to the requirements of the Securities Act of 1933, this
registration statement has been signed by the following persons in the
capacities and on the dates indicated.
<Table>
<Caption>
SIGNATURE TITLE DATE
--------- ----- ----
* Director, Secretary February 26, 2004
- ------------------------------------------
Richard Leipsic
* Director, President (principal executive February 26, 2004
- ------------------------------------------ officer)
Thomas Strike
* Vice President (principal financial and February 26, 2004
- ------------------------------------------ accounting officer)
John Maguire
</Table>
*By /s/ PAMELA A. HARROD
----------------------------------
Name: Pamela A. Harrod
Attorney-in-Fact
II-32
SIGNATURES
Pursuant to the requirements of the Securities Act, the registrant
certifies that it has reasonable grounds to believe that it meets all of the
requirements for filing on Form F-3 and has duly caused this registration
statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in the City of Winnipeg, Manitoba, Canada, on February 26, 2004.
CHEK HOLDINGS INC.
By: *
------------------------------------
Name: Richard Leipsic
Title: Director, Secretary
Pursuant to the requirements of the Securities Act of 1933, this
registration statement has been signed by the following persons in the
capacities and on the dates indicated.
<Table>
<Caption>
SIGNATURE TITLE DATE
--------- ----- ----
* Director, Secretary February 26, 2004
- ------------------------------------------
Richard Leipsic
* Director, President (principal executive February 26, 2004
- ------------------------------------------ officer)
Thomas Strike
* Vice President (principal financial and February 26, 2004
- ------------------------------------------ accounting officer)
John Maguire
</Table>
*By /s/ PAMELA A. HARROD
----------------------------------
Name: Pamela A. Harrod
Attorney-in-Fact
II-33
SIGNATURES
Pursuant to the requirements of the Securities Act, the registrant
certifies that it has reasonable grounds to believe that it meets all of the
requirements for filing on Form F-3 and has duly caused this registration
statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in the City of Winnipeg, Manitoba, Canada, on February 26, 2004.
CLARINET MUSIC INC.
By: *
----------------------------------
Name: Leonard Asper
Title: Director, Chairman of the
Board and President
Pursuant to the requirements of the Securities Act of 1933, this
registration statement has been signed by the following persons in the
capacities and on the dates indicated.
<Table>
<Caption>
SIGNATURE TITLE DATE
--------- ----- ----
* Director, Chairman of the Board and February 26, 2004
---------------------------------------------- President (principal executive
Leonard Asper officer)
* Director, Vice President February 26, 2004
----------------------------------------------
Thomas Strike
* Vice President (principal financial February 26, 2004
---------------------------------------------- and accounting officer)
John Maguire
</Table>
*By /s/ PAMELA A. HARROD
--------------------------------------------
Name: Pamela A. Harrod
Attorney-in-Fact
II-34
SIGNATURES
Pursuant to the requirements of the Securities Act, the registrant
certifies that it has reasonable grounds to believe that it meets all of the
requirements for filing on Form F-3 and has duly caused this registration
statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in the City of Winnipeg, Manitoba, Canada, on February 26, 2004.
EDMONTON JOURNAL GROUP INC.
By: /s/ PAMELA A. HARROD
------------------------------------
Name: Pamela A. Harrod
Title: Assistant Secretary
Pursuant to the requirements of the Securities Act of 1933, this
registration statement has been signed by the following persons in the
capacities and on the dates indicated.
<Table>
<Caption>
SIGNATURE TITLE DATE
--------- ----- ----
* President (principal executive February 26, 2004
---------------------------------------------- officer)
Thomas Strike
* Director, Secretary February 26, 2004
----------------------------------------------
Richard Leipsic
/s/ PAMELA HARROD Director, Assistant Secretary February 26, 2004
----------------------------------------------
Pamela Harrod
* Vice President (principal financial February 26, 2004
---------------------------------------------- and accounting officer)
John Maguire
</Table>
*By /s/ PAMELA A. HARROD
--------------------------------------------
Name: Pamela A. Harrod
Attorney-in-Fact
II-35
SIGNATURES
Pursuant to the requirements of the Securities Act, the registrant
certifies that it has reasonable grounds to believe that it meets all of the
requirements for filing on Form F-3 and has duly caused this registration
statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in the City of Winnipeg, Manitoba, Canada, on February 26, 2004.
FOX SPORTS WORLD CANADA HOLDCO INC.
By: /s/ PAMELA A. HARROD
------------------------------------
Name: Pamela A. Harrod
Title: Secretary
Pursuant to the requirements of the Securities Act of 1933, this
registration statement has been signed by the following persons in the
capacities and on the dates indicated.
<Table>
<Caption>
SIGNATURE TITLE DATE
--------- ----- ----
* Director, Senior Vice President February 26, 2004
---------------------------------------------- (principal executive officer and
Douglas A. Bonar principal financial and accounting
officer)
/s/ PAMELA HARROD Secretary February 26, 2004
----------------------------------------------
Pamela Harrod
</Table>
*By /s/ PAMELA A. HARROD
----------------------------------
Name: Pamela A. Harrod
Attorney-in-Fact
II-36
SIGNATURES
Pursuant to the requirements of the Securities Act, the registrant
certifies that it has reasonable grounds to believe that it meets all of the
requirements for filing on Form F-3 and has duly caused this registration
statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in the City of Winnipeg, Manitoba, Canada, on February 26, 2004.
GLOBAL CENTRE INC.
By: *
------------------------------------
Name: Leonard Asper
Title: Director, Chairman of the
Board and President
Pursuant to the requirements of the Securities Act of 1933, this
registration statement has been signed by the following persons in the
capacities and on the dates indicated.
<Table>
<Caption>
SIGNATURE TITLE DATE
--------- ----- ----
* Director, Chairman of the Board and February 26, 2004
---------------------------------------------- President (principal executive
Leonard Asper officer)
* Director, Vice President February 26, 2004
----------------------------------------------
Thomas Strike
* Vice President (principal financial February 26, 2004
---------------------------------------------- and accounting officer)
John Maguire
</Table>
*By /s/ PAMELA A. HARROD
----------------------------------
Name: Pamela A. Harrod
Attorney-in-Fact
II-37
SIGNATURES
Pursuant to the requirements of the Securities Act, the registrant
certifies that it has reasonable grounds to believe that it meets all of the
requirements for filing on Form F-3 and has duly caused this registration
statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in the City of Winnipeg, Manitoba, Canada, on February 26, 2004.
GLOBAL COMMUNICATIONS LIMITED
By: *
------------------------------------
Name: Leonard Asper
Title: Director, Chairman of the
Board and President
Pursuant to the requirements of the Securities Act of 1933, this
registration statement has been signed by the following persons in the
capacities and on the dates indicated.
<Table>
<Caption>
SIGNATURE TITLE DATE
--------- ----- ----
* Director, Chairman of the Board and February 26, 2004
---------------------------------------------- President (principal executive
Leonard Asper officer)
* Director, Vice President February 26, 2004
----------------------------------------------
Thomas Strike
* Vice President (principal financial February 26, 2004
---------------------------------------------- and accounting officer)
John Maguire
</Table>
*By /s/ PAMELA A. HARROD
----------------------------------
Name: Pamela A. Harrod
Attorney-in-Fact
II-38
SIGNATURES
Pursuant to the requirements of the Securities Act, the registrant
certifies that it has reasonable grounds to believe that it meets all of the
requirements for filing on Form F-3 and has duly caused this registration
statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in the City of Winnipeg, Manitoba, Canada, on February 26, 2004.
GLOBAL TELEVISION CENTRE LTD.
By: *
-----------------------------------
Name: Leonard Asper
Title: Director, Chairman of the
Board and President
Pursuant to the requirements of the Securities Act of 1933, this
registration statement has been signed by the following persons in the
capacities and on the dates indicated.
<Table>
<Caption>
SIGNATURE TITLE DATE
--------- ----- ----
* Director, Chairman of the Board and February 26, 2004
---------------------------------------------- President (principal executive
Leonard Asper officer)
* Director, Vice President February 26, 2004
----------------------------------------------
Thomas Strike
* Vice President (principal financial February 26, 2004
---------------------------------------------- and accounting officer)
John Maguire
</Table>
*By /s/ PAMELA A. HARROD
----------------------------------
Name: Pamela A. Harrod
Attorney-in-Fact
II-39
SIGNATURES
Pursuant to the requirements of the Securities Act, the registrant
certifies that it has reasonable grounds to believe that it meets all of the
requirements for filing on Form F-3 and has duly caused this registration
statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in the City of Winnipeg, Manitoba, Canada, on February 26, 2004.
GLOBAL TELEVISION NETWORK INC.
By: *
------------------------------------
Name: Leonard Asper
Title: Director, Chairman of the
Board and President
Pursuant to the requirements of the Securities Act of 1933, this
registration statement has been signed by the following persons in the
capacities and on the dates indicated.
<Table>
<Caption>
SIGNATURE TITLE DATE
--------- ----- ----
* Director, Chairman of the Board and February 26, 2004
----------------------------------------------- President (principal executive
Leonard Asper officer)
* Director, Vice President February 26, 2004
- ------------------------------------------------
Thomas Strike
* Vice President (principal financial February 26, 2004
- ------------------------------------------------ and accounting officer)
John Maguire
</Table>
*By /s/ PAMELA A. HARROD
----------------------------------
Name: Pamela A. Harrod
Attorney-in-Fact
II-40
SIGNATURES
Pursuant to the requirements of the Securities Act, the registrant
certifies that it has reasonable grounds to believe that it meets all of the
requirements for filing on Form F-3 and has duly caused this registration
statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in the City of Winnipeg, Manitoba, Canada, on February 26, 2004.
GLOBAL TELEVISION NETWORK QUEBEC,
LIMITED PARTNERSHIP/RESEAU DE
TELEVISION GLOBAL QUEBEC, SOCIETE EN
COMMANDITE
By: GLOBAL COMMUNICATIONS LIMITED,
its general partner
By: *
------------------------------------
Name: Leonard J. Asper
Title: Director, President
and Chairman of the Board
By: *
------------------------------------
Name: Thomas Strike
Title: Director and Vice President
Pursuant to the requirements of the Securities Act of 1933, this
registration statement has been signed by the following persons in the
capacities and on the dates indicated.
<Table>
<Caption>
SIGNATURE TITLE DATE
--------- ----- ----
* Director, President (principal February 26, 2004
- ------------------------------------------------ executive officer), Chairman of the
Leonard J. Asper Board
* Director, Vice President February 26, 2004
- ------------------------------------------------
Thomas Strike
* Vice President (principal financial February 26, 2004
- ------------------------------------------------ and accounting officer)
John Maguire
* Vice President February 26, 2004
- ------------------------------------------------
Richard Leipsic
</Table>
II-41
<Table>
<Caption>
SIGNATURE TITLE DATE
--------- ----- ----
/s/ PAMELA HARROD Assistant Secretary February 26, 2004
- ------------------------------------------------
Pamela Harrod
* Treasurer February 26, 2004
- ------------------------------------------------
K. Cameron Johnson
* General Manager February 26, 2004
- ------------------------------------------------
Maureen Rogers
</Table>
*By /s/ PAMELA A. HARROD
----------------------------------
Name: Pamela A. Harrod
Attorney-in-Fact
II-42
SIGNATURES
Pursuant to the requirements of the Securities Act, the registrant
certifies that it has reasonable grounds to believe that it meets all of the
requirements for filing on Form F-3 and has duly caused this registration
statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in the City of Winnipeg, Manitoba, Canada, on February 26, 2004.
GLOBAL TELEVISION SPECIALTY NETWORKS
INC.
By: *
------------------------------------
Name: Leonard Asper
Title: Director and President
Pursuant to the requirements of the Securities Act of 1933, this
registration statement has been signed by the following persons in the
capacities and on the dates indicated.
<Table>
<Caption>
SIGNATURE TITLE DATE
--------- ----- ----
* Director and President (principal February 26, 2004
------------------------------------------------ executive officer)
Leonard Asper
* Director and Vice President February 26, 2004
------------------------------------------------
Thomas Strike
* Vice President (principal financial February 26, 2004
------------------------------------------------ and accounting officer)
John Maguire
</Table>
*By /s/ PAMELA A. HARROD
----------------------------------
Name: Pamela A. Harrod
Attorney-in-Fact
II-43
SIGNATURES
Pursuant to the requirements of the Securities Act, the registrant
certifies that it has reasonable grounds to believe that it meets all of the
requirements for filing on Form F-3 and has duly caused this registration
statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in the City of Winnipeg, Manitoba, Canada, on February 26, 2004.
LONESTAR HOLDCO INC.
By: /s/ PAMELA A. HARROD
------------------------------------
Name: Pamela A. Harrod
Title: Secretary
Pursuant to the requirements of the Securities Act of 1933, this
registration statement has been signed by the following persons in the
capacities and on the dates indicated.
<Table>
<Caption>
SIGNATURE TITLE DATE
--------- ----- ----
* Director, Senior Vice President February 26, 2004
------------------------------------------------ (principal executive officer and
Douglas A. Bonar principal financial and accounting
officer)
/s/ PAMELA HARROD Secretary February 26, 2004
------------------------------------------------
Pamela Harrod
</Table>
*By /s/ PAMELA A. HARROD
----------------------------------
Name: Pamela A. Harrod
Attorney-in-Fact
II-44
SIGNATURES
Pursuant to the requirements of the Securities Act, the registrant
certifies that it has reasonable grounds to believe that it meets all of the
requirements for filing on Form F-3 and has duly caused this registration
statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in the City of Winnipeg, Manitoba, Canada, on February 26, 2004.
LOWER MAINLAND PUBLISHING GROUP INC.
By: /s/ PAMELA A. HARROD
------------------------------------
Name: Pamela A. Harrod
Title: Assistant Secretary
Pursuant to the requirements of the Securities Act of 1933, this
registration statement has been signed by the following persons in the
capacities and on the dates indicated.
<Table>
<Caption>
SIGNATURE TITLE DATE
--------- ----- ----
* President (principal executive February 26, 2004
------------------------------------------------ officer)
Thomas Strike
* Director, Secretary February 26, 2004
------------------------------------------------
Richard Leipsic
/s/ PAMELA HARROD Director, Assistant Secretary February 26, 2004
------------------------------------------------
Pamela Harrod
* Vice President (principal financial February 26, 2004
----------------------------------------- and accounting officer)
John Maguire
</Table>
*By /s/ PAMELA A. HARROD
----------------------------------
Name: Pamela A. Harrod
Attorney-in-Fact
II-45
SIGNATURES
Pursuant to the requirements of the Securities Act, the registrant
certifies that it has reasonable grounds to believe that it meets all of the
requirements for filing on Form F-3 and has duly caused this registration
statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in the City of Winnipeg, Manitoba, Canada, on February 26, 2004.
MONTREAL GAZETTE GROUP INC.
By: /s/ PAMELA A. HARROD
------------------------------------
Name: Pamela A. Harrod
Title: Assistant Secretary
Pursuant to the requirements of the Securities Act of 1933, this
registration statement has been signed by the following persons in the
capacities and on the dates indicated.
<Table>
<Caption>
SIGNATURE TITLE DATE
--------- ----- ----
* President (principal executive February 26, 2004
------------------------------------------------ officer)
Thomas Strike
* Director, Secretary February 26, 2004
------------------------------------------------
Richard Leipsic
/s/ PAMELA HARROD Director, Assistant Secretary February 26, 2004
------------------------------------------------
Pamela Harrod
* Vice President (principal financial February 26, 2004
----------------------------------------- and accounting officer)
John Maguire
</Table>
*By /s/ PAMELA A. HARROD
----------------------------------
Name: Pamela A. Harrod
Attorney-in-Fact
II-46
SIGNATURES
Pursuant to the requirements of the Securities Act, the registrant
certifies that it has reasonable grounds to believe that it meets all of the
requirements for filing on Form F-3 and has duly caused this registration
statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in the City of Winnipeg, Manitoba, Canada, on February 26, 2004.
MULTISOUND PUBLISHERS LTD.
By: *
------------------------------------
Name: Leonard Asper
Title: Director, Chairman of the
Board and President
Pursuant to the requirements of the Securities Act of 1933, this
registration statement has been signed by the following persons in the
capacities and on the dates indicated.
<Table>
<Caption>
SIGNATURE TITLE DATE
--------- ----- ----
* Director, Chairman of the Board and February 26, 2004
------------------------------------------------ President (principal executive
Leonard Asper officer)
* Director, Vice President February 26, 2004
------------------------------------------------
Thomas Strike
* Vice President (principal financial February 26, 2004
------------------------------------------------ and accounting officer)
John Maguire
</Table>
*By /s/ PAMELA A. HARROD
----------------------------------
Name: Pamela A. Harrod
Attorney-in-Fact
II-47
SIGNATURES
Pursuant to the requirements of the Securities Act, the registrant
certifies that it has reasonable grounds to believe that it meets all of the
requirements for filing on Form F-3 and has duly caused this registration
statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in the City of Winnipeg, Manitoba, Canada, on February 26, 2004.
NANAIMO DAILY NEWS GROUP INC.
By: /s/ PAMELA A. HARROD
------------------------------------
Name: Pamela A. Harrod
Title: Assistant Secretary
Pursuant to the requirements of the Securities Act of 1933, this
registration statement has been signed by the following persons in the
capacities and on the dates indicated.
<Table>
<Caption>
SIGNATURE TITLE DATE
--------- ----- ----
* President (principal executive February 26, 2004
------------------------------------------------ officer)
Thomas Strike
* Director, Secretary February 26, 2004
------------------------------------------------
Richard Leipsic
/s/ PAMELA HARROD Director, Assistant Secretary February 26, 2004
------------------------------------------------
Pamela Harrod
* Vice President (principal financial February 26, 2004
------------------------------------------------ and accounting officer)
John Maguire
</Table>
*By /s/ PAMELA A. HARROD
----------------------------------
Name: Pamela A. Harrod
Attorney-in-Fact
II-48
SIGNATURES
Pursuant to the requirements of the Securities Act, the registrant
certifies that it has reasonable grounds to believe that it meets all of the
requirements for filing on Form F-3 and has duly caused this registration
statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in the City of Winnipeg, Manitoba, Canada, on February 26, 2004.
ONTV HOLDINGS INC.
By: *
------------------------------------
NAME: Richard Leipsic
Title: Director, Secretary
Pursuant to the requirements of the Securities Act of 1933, this
registration statement has been signed by the following persons in the
capacities and on the dates indicated.
<Table>
<Caption>
SIGNATURE TITLE DATE
--------- ----- ----
* Director, Secretary February 26, 2004
------------------------------------------------
Richard Leipsic
* Director, President February 26, 2004
------------------------------------------------ (principal executive officer)
Thomas Strike
* Vice President (principal financial February 26, 2004
------------------------------------------------ and accounting officer)
John Maguire
</Table>
*By /s/ PAMELA A. HARROD
----------------------------------
Name: Pamela A. Harrod
Attorney-in-Fact
II-49
SIGNATURES
Pursuant to the requirements of the Securities Act, the registrant
certifies that it has reasonable grounds to believe that it meets all of the
requirements for filing on Form F-3 and has duly caused this registration
statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in the City of Winnipeg, Manitoba, Canada, on February 26, 2004.
OTTAWA CITIZEN GROUP INC.
By: /s/ PAMELA A. HARROD
------------------------------------
Name: Pamela A. Harrod
Title: Assistant Secretary
Pursuant to the requirements of the Securities Act of 1933, this
registration statement has been signed by the following persons in the
capacities and on the dates indicated.
<Table>
<Caption>
SIGNATURE TITLE DATE
--------- ----- ----
* President (principal executive February 26, 2004
------------------------------------------------ officer)
Thomas Strike
* Director, Secretary February 26, 2004
------------------------------------------------
Richard Leipsic
/s/ PAMELA A. HARROD Director, Assistant Secretary February 26, 2004
------------------------------------------------
Pamela Harrod
* Vice President (principal financial February 26, 2004
------------------------------------------------ and accounting officer)
John Maguire
</Table>
*By /s/ PAMELA A. HARROD
----------------------------------
Name: Pamela A. Harrod
Attorney-in-Fact
II-50
SIGNATURES
Pursuant to the requirements of the Securities Act, the registrant
certifies that it has reasonable grounds to believe that it meets all of the
requirements for filing on Form F-3 and has duly caused this registration
statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in the City of Winnipeg, Manitoba, Canada, on February 26, 2004.
PACIFIC NEWSPAPER GROUP INC.
By: /s/ PAMELA A. HARROD
------------------------------------
Name: Pamela A. Harrod
Title: Assistant Secretary
Pursuant to the requirements of the Securities Act of 1933, this
registration statement has been signed by the following persons in the
capacities and on the dates indicated.
<Table>
<Caption>
SIGNATURE TITLE DATE
--------- ----- ----
* President (principal executive February 26, 2004
------------------------------------------------ officer)
Thomas Strike
* Director, Secretary February 26, 2004
------------------------------------------------
Richard Leipsic
/s/ PAMELA A. HARROD Director, Assistant Secretary February 26, 2004
------------------------------------------------
Pamela Harrod
* Vice President (principal financial February 26, 2004
------------------------------------------------ and accounting officer)
John Maguire
</Table>
*By /s/ PAMELA A. HARROD
----------------------------------
Name: Pamela A. Harrod
Attorney-in-Fact
II-51
SIGNATURES
Pursuant to the requirements of the Securities Act, the registrant
certifies that it has reasonable grounds to believe that it meets all of the
requirements for filing on Form F-3 and has duly caused this registration
statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in the City of Winnipeg, Manitoba, Canada, on February 26, 2004.
PORT ALBERNI TIMES GROUP INC.
By: /s/ PAMELA A. HARROD
------------------------------------
Name: Pamela A. Harrod
Title: Assistant Secretary
Pursuant to the requirements of the Securities Act of 1933, this
registration statement has been signed by the following persons in the
capacities and on the dates indicated.
<Table>
<Caption>
SIGNATURE TITLE DATE
--------- ----- ----
* President (principal executive February 26, 2004
------------------------------------------------ officer)
Thomas Strike
* Director, Secretary February 26, 2004
------------------------------------------------
Richard Leipsic
/s/ PAMELA A. HARROD Director, Assistant Secretary February 26, 2004
------------------------------------------------
Pamela Harrod
* Vice President (principal financial February 26, 2004
------------------------------------------------ and accounting officer)
John Maguire
</Table>
*By /s/ PAMELA A. HARROD
----------------------------------
Name: Pamela A. Harrod
Attorney-in-Fact
II-52
SIGNATURES
Pursuant to the requirements of the Securities Act, the registrant
certifies that it has reasonable grounds to believe that it meets all of the
requirements for filing on Form F-3 and has duly caused this registration
statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in the City of Winnipeg, Manitoba, Canada, on February 26, 2004.
REACHCANADA CONTACT CENTRE LIMITED
By: /s/ PAMELA A. HARROD
------------------------------------
Name: Pamela A. Harrod
Title: Secretary
Pursuant to the requirements of the Securities Act of 1933, this
registration statement has been signed by the following persons in the
capacities and on the dates indicated.
<Table>
<Caption>
SIGNATURE TITLE DATE
--------- ----- ----
* President (principal executive February 26, 2004
------------------------------------------------ officer)
Leonard Asper
* Director, Vice-President February 26, 2004
------------------------------------------------
Richard M. Leipsic
/s/ PAMELA A. HARROD Director, Secretary February 26, 2004
- ----------------------------------------------
Pamela A. Harrod
* Vice President (principal financial February 26, 2004
------------------------------------------------ and accounting officer)
John Maguire
</Table>
*By /s/ PAMELA A. HARROD
----------------------------------
Name: Pamela A. Harrod
Attorney-in-Fact
II-53
SIGNATURES
Pursuant to the requirements of the Securities Act, the registrant
certifies that it has reasonable grounds to believe that it meets all of the
requirements for filing on Form F-3 and has duly caused this registration
statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in the City of Winnipeg, Manitoba, Canada, on February 26, 2004.
REGINA LEADER POST GROUP INC.
By: /s/ PAMELA A. HARROD
------------------------------------
Name: Pamela A. Harrod
Title: Assistant Secretary
Pursuant to the requirements of the Securities Act of 1933, this
registration statement has been signed by the following persons in the
capacities and on the dates indicated.
<Table>
<Caption>
SIGNATURE TITLE DATE
--------- ----- ----
* President (principal executive February 26, 2004
------------------------------------------------ officer)
Thomas Strike
* Director, Secretary February 26, 2004
------------------------------------------------
Richard Leipsic
/s/ PAMELA A. HARROD Director, Assistant Secretary February 26, 2004
------------------------------------------------
Pamela Harrod
* Vice President (principal financial February 26, 2004
------------------------------------------------ and accounting officer)
John Maguire
</Table>
*By /s/ PAMELA A. HARROD
----------------------------------
Name: Pamela A. Harrod
Attorney-in-Fact
II-54
SIGNATURES
Pursuant to the requirements of the Securities Act, the registrant
certifies that it has reasonable grounds to believe that it meets all of the
requirements for filing on Form F-3 and has duly caused this registration
statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in the City of Winnipeg, Manitoba, Canada, on February 26, 2004.
RETROVISTA HOLDCO INC.
By: /s/ PAMELA A. HARROD
------------------------------------
Name: Pamela A. Harrod
Title: Secretary
Pursuant to the requirements of the Securities Act of 1933, this
registration statement has been signed by the following persons in the
capacities and on the dates indicated.
<Table>
<Caption>
SIGNATURE TITLE DATE
--------- ----- ----
* Director, Senior Vice President February 26, 2004
------------------------------------------------ (principal executive officer and
Douglas A. Bonar principal financial and accounting
officer)
/s/ PAMELA A. HARROD Secretary February 26, 2004
------------------------------------------------
Pamela Harrod
</Table>
*By /s/ PAMELA A. HARROD
----------------------------------
Name: Pamela A. Harrod
Attorney-in-Fact
II-55
SIGNATURES
Pursuant to the requirements of the Securities Act, the registrant
certifies that it has reasonable grounds to believe that it meets all of the
requirements for filing on Form F-3 and has duly caused this registration
statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in the City of Winnipeg, Manitoba, Canada, on February 26, 2004.
SASKATOON STARPHOENIX GROUP INC.
By: /s/ PAMELA A. HARROD
------------------------------------
Name: Pamela A. Harrod
Title: Assistant Secretary
Pursuant to the requirements of the Securities Act of 1933, this
registration statement has been signed by the following persons in the
capacities and on the dates indicated.
<Table>
<Caption>
SIGNATURE TITLE DATE
--------- ----- ----
* President (principal executive February 26, 2004
------------------------------------------------ officer)
Thomas Strike
* Director, Secretary February 26, 2004
------------------------------------------------
Richard Leipsic
/s/ PAMELA A. HARROD Director, Assistant Secretary February 26, 2004
------------------------------------------------
Pamela Harrod
* Vice President (principal financial February 26, 2004
------------------------------------------------ and accounting officer)
John Maguire
</Table>
*By /s/ PAMELA A. HARROD
----------------------------------
Name: Pamela A. Harrod
Attorney-in-Fact
II-56
SIGNATURES
Pursuant to the requirements of the Securities Act, the registrant
certifies that it has reasonable grounds to believe that it meets all of the
requirements for filing on Form F-3 and has duly caused this registration
statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in the City of Winnipeg, Manitoba, Canada, on February 26, 2004.
SOUTHAM DIGITAL INC.
By: /s/ PAMELA A. HARROD
------------------------------------
Name: Pamela A. Harrod
Title: Assistant Secretary
Pursuant to the requirements of the Securities Act of 1933, this
registration statement has been signed by the following persons in the
capacities and on the dates indicated.
<Table>
<Caption>
SIGNATURE TITLE DATE
--------- ----- ----
* President (principal executive February 26, 2004
------------------------------------------------ officer)
Thomas Strike
* Director, Secretary February 26, 2004
------------------------------------------------
Richard Leipsic
/s/ PAMELA A. HARROD Director, Assistant Secretary February 26, 2004
------------------------------------------------
Pamela Harrod
* Vice President (principal financial February 26, 2004
------------------------------------------------ and accounting officer)
John Maguire
</Table>
*By /s/ PAMELA A. HARROD
----------------------------------
Name: Pamela A. Harrod
Attorney-in-Fact
II-57
SIGNATURES
Pursuant to the requirements of the Securities Act, the registrant
certifies that it has reasonable grounds to believe that it meets all of the
requirements for filing on Form F-3 and has duly caused this registration
statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in the City of Winnipeg, Manitoba, Canada, on February 26, 2004.
STUDIO POST & TRANSFER SUB INC.
By: *
------------------------------------
Name: Richard Leipsic
Title: Secretary
Pursuant to the requirements of the Securities Act of 1933, this
registration statement has been signed by the following persons in the
capacities and on the dates indicated.
<Table>
<Caption>
SIGNATURE TITLE DATE
--------- ----- ----
* Director, Secretary February 26, 2004
------------------------------------------------
Richard Leipsic
* Director, President February 26, 2004
------------------------------------------------ (principal executive officer)
Thomas Strike
* Vice President (principal financial February 26, 2004
------------------------------------------------ and accounting officer)
John Maguire
</Table>
*By /s/ PAMELA A. HARROD
----------------------------------
Name: Pamela A. Harrod
Attorney-in-Fact
II-58
SIGNATURES
Pursuant to the requirements of the Securities Act, the registrant
certifies that it has reasonable grounds to believe that it meets all of the
requirements for filing on Form F-3 and has duly caused this registration
statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in the City of Winnipeg, Manitoba, Canada, on February 26, 2004.
TV3 NETWORK SERVICES LIMITED
By: *
------------------------------------
Name: Leonard Asper
Title: Director
Pursuant to the requirements of the Securities Act of 1933, this
registration statement has been signed by the following persons in the
capacities and on the dates indicated.
<Table>
<Caption>
SIGNATURE TITLE DATE
--------- ----- ----
* Director February 26, 2004
------------------------------------------------
Leonard Asper
* Director and Chief Financial Officer February 26, 2004
------------------------------------------------ (principal financial and accounting
Peter Crossan officer)
* Director and Chief Executive Officer February 26, 2004
------------------------------------------------ (principal executive officer)
Brent G. Impey
* Director and Managing Director February 26, 2004
------------------------------------------------
Richard Friesen
* Director February 26, 2004
------------------------------------------------
Thomas Strike
</Table>
*By /s/ PAMELA A. HARROD
----------------------------------
Name: Pamela A. Harrod
Attorney-in-Fact
II-59
SIGNATURES
Pursuant to the requirements of the Securities Act, the registrant
certifies that it has reasonable grounds to believe that it meets all of the
requirements for filing on Form F-3 and has duly caused this registration
statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in the City of Winnipeg, Manitoba, Canada, on February 26, 2004.
TV4 NETWORK LIMITED
By: *
------------------------------------
Name: Leonard Asper
Title: Director
Pursuant to the requirements of the Securities Act of 1933, this
registration statement has been signed by the following persons in the
capacities and on the dates indicated.
<Table>
<Caption>
SIGNATURE TITLE DATE
--------- ----- ----
* Director February 26, 2004
------------------------------------------------
Leonard Asper
* Director and Chief Financial Officer February 26, 2004
------------------------------------------------ (principal financial and accounting
Peter Crossan officer)
* Director and Chief Executive Officer February 26, 2004
------------------------------------------------ (principal executive officer)
Brent G. Impey
* Director and Managing Director February 26, 2004
------------------------------------------------
Richard Friesen
* Director February 26, 2004
------------------------------------------------
Thomas Strike
</Table>
*By /s/ PAMELA A. HARROD
----------------------------------
Name: Pamela A. Harrod
Attorney-in-Fact
II-60
SIGNATURES
Pursuant to the requirements of the Securities Act, the registrant
certifies that it has reasonable grounds to believe that it meets all of the
requirements for filing on Form F-3 and has duly caused this registration
statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in the City of Winnipeg, Manitoba, Canada, on February 26, 2004.
VANCOUVER ISLAND NEWSPAPER GROUP INC.
By: /s/ PAMELA A. HARROD
------------------------------------
Name: Pamela A. Harrod
Title: Assistant Secretary
Pursuant to the requirements of the Securities Act of 1933, this
registration statement has been signed by the following persons in the
capacities and on the dates indicated.
<Table>
<Caption>
SIGNATURE TITLE DATE
--------- ----- ----
* President (principal executive February 26, 2004
------------------------------------------------ officer)
Thomas Strike
* Director, Secretary February 26, 2004
------------------------------------------------
Richard Leipsic
/s/ PAMELA A. HARROD Director, Assistant Secretary February 26, 2004
------------------------------------------------
Pamela Harrod
* Vice President (principal financial February 26, 2004
------------------------------------------------ and accounting officer)
John Maguire
</Table>
*By /s/ PAMELA A. HARROD
----------------------------------
Name: Pamela A. Harrod
Attorney-in-Fact
II-61
SIGNATURES
Pursuant to the requirements of the Securities Act, the registrant
certifies that it has reasonable grounds to believe that it meets all of the
requirements for filing on Form F-3 and has duly caused this registration
statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in the City of Winnipeg, Manitoba, Canada, on February 26, 2004.
VICTORIA TIMES COLONIST GROUP INC.
By: /s/ PAMELA A. HARROD
------------------------------------
Name: Pamela A. Harrod
Title: Assistant Secretary
Pursuant to the requirements of the Securities Act of 1933, this
registration statement has been signed by the following persons in the
capacities and on the dates indicated.
<Table>
<Caption>
SIGNATURE TITLE DATE
--------- ----- ----
* President (principal executive February 26, 2004
------------------------------------------------ officer)
Thomas Strike
* Director, Secretary February 26, 2004
------------------------------------------------
Richard Leipsic
/s/ PAMELA A. HARROD Director, Assistant Secretary February 26, 2004
------------------------------------------------
Pamela Harrod
* Vice President (principal financial February 26, 2004
------------------------------------------------ and accounting officer)
John Maguire
</Table>
*By /s/ PAMELA A. HARROD
----------------------------------
Name: Pamela A. Harrod
Attorney-in-Fact
II-62
SIGNATURES
Pursuant to the requirements of the Securities Act, the registrant
certifies that it has reasonable grounds to believe that it meets all of the
requirements for filing on Form F-3 and has duly caused this registration
statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in the City of Winnipeg, Manitoba, Canada, on February 26, 2004.
WESTERN COMMUNICATIONS INC.
By: *
------------------------------------
Name: Richard Leipsic
Title: Director, Secretary
Pursuant to the requirements of the Securities Act of 1933, this
registration statement has been signed by the following persons in the
capacities and on the dates indicated.
<Table>
<Caption>
SIGNATURE TITLE DATE
--------- ----- ----
* Director, Secretary February 26, 2004
- ---------------------------------------------------
Richard Leipsic
* Director, President February 26, 2004
- --------------------------------------------------- (principal executive officer)
Thomas Strike
* Vice President (principal February 26, 2004
- --------------------------------------------------- financial and accounting officer)
John Maguire
</Table>
*By /s/ PAMELA A. HARROD
----------------------------------
Name: Pamela A. Harrod
Attorney-in-Fact
II-63
SIGNATURES
Pursuant to the requirements of the Securities Act, the registrant
certifies that it has reasonable grounds to believe that it meets all of the
requirements for filing on Form F-3 and has duly caused this registration
statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in the City of Winnipeg, Manitoba, Canada, on February 26, 2004.
MOBILE VIDEO PRODUCTION INC. (f/k/a
WIC MOBILE TV INC.)
By: *
------------------------------------
Name: Richard Leipsic
Title: Director, Secretary
Pursuant to the requirements of the Securities Act of 1933, this
registration statement has been signed by the following persons in the
capacities and on the dates indicated.
<Table>
<Caption>
SIGNATURE TITLE DATE
--------- ----- ----
* Director, Secretary February 26, 2004
- ---------------------------------------------------
Richard Leipsic
* Director, President February 26, 2004
- --------------------------------------------------- (principal executive officer)
Thomas Strike
* Vice President (principal financial February 26, 2004
- --------------------------------------------------- and accounting officer)
John Maguire
</Table>
*By /s/ PAMELA A. HARROD
----------------------------------
Name: Pamela A. Harrod
Attorney-in-Fact
II-64
SIGNATURES
Pursuant to the requirements of the Securities Act, the registrant
certifies that it has reasonable grounds to believe that it meets all of the
requirements for filing on Form F-3 and has duly caused this registration
statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in the City of Winnipeg, Manitoba, Canada, on February 26, 2004.
WIC TELEVISION PRODUCTION SUB INC.
By: *
------------------------------------
Name: Richard Leipsic
Title: Director, Secretary
Pursuant to the requirements of the Securities Act of 1933, this
registration statement has been signed by the following persons in the
capacities and on the dates indicated.
<Table>
<Caption>
SIGNATURE TITLE DATE
--------- ----- ----
* Director, Secretary February 26, 2004
- ---------------------------------------------------
Richard Leipsic
* Director, President February 26, 2004
- --------------------------------------------------- (principal executive officer)
Thomas Strike
* Vice President (principal financial February 26, 2004
- --------------------------------------------------- and accounting officer)
John Maguire
</Table>
*By /s/ PAMELA A. HARROD
----------------------------------
Name: Pamela A. Harrod
Attorney-in-Fact
II-65
SIGNATURES
Pursuant to the requirements of the Securities Act, the registrant
certifies that it has reasonable grounds to believe that it meets all of the
requirements for filing on Form F-3 and has duly caused this registration
statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in the City of Winnipeg, Manitoba, Canada, on February 26, 2004.
WINDSOR STAR GROUP INC.
By: /s/ PAMELA A. HARROD
------------------------------------
Name: Pamela A. Harrod
Title: Assistant Secretary
Pursuant to the requirements of the Securities Act of 1933, this
registration statement has been signed by the following persons in the
capacities and on the dates indicated.
<Table>
<Caption>
SIGNATURE TITLE DATE
--------- ----- ----
* President (principal February 26, 2004
- --------------------------------------------------- executive officer)
Thomas Strike
* Director, Secretary February 26, 2004
- ---------------------------------------------------
Richard Leipsic
/s/ PAMELA A. HARROD Director, Assistant February 26, 2004
- --------------------------------------------------- Secretary
Pamela Harrod
* Vice President (principal financial February 26, 2004
- --------------------------------------------------- and accounting officer)
John Maguire
</Table>
*By /s/ PAMELA A. HARROD
----------------------------------
Name: Pamela A. Harrod
Attorney-in-Fact
II-66
SIGNATURES
Pursuant to the requirements of the Securities Act, the registrant
certifies that it has reasonable grounds to believe that it meets all of the
requirements for filing on Form F-3 and has duly caused this registration
statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in the City of Winnipeg, Manitoba, Canada, on February 26, 2004.
XTREME SPORTS HOLDCO INC.
By: /s/ PAMELA A. HARROD
------------------------------------
Name: Pamela A. Harrod
Title: Secretary
Pursuant to the requirements of the Securities Act of 1933, this
registration statement has been signed by the following persons in the
capacities and on the dates indicated.
<Table>
<Caption>
SIGNATURE TITLE DATE
--------- ----- ----
* Director, Senior Vice President February 26, 2004
- --------------------------------------------------- (principal executive officer and
Douglas A. Bonar principal financial and accounting
officer)
/s/ PAMELA A. HARROD Secretary February 26, 2004
- ---------------------------------------------------
Pamela Harrod
</Table>
*By /s/ PAMELA A. HARROD
----------------------------------
Name: Pamela A. Harrod
Attorney-in-Fact
II-67
SIGNATURES
Pursuant to the requirements of the Securities Act, the registrant
certifies that it has reasonable grounds to believe that it meets all of the
requirements for filing on Form F-3 and has duly caused this registration
statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in the City of Winnipeg, Manitoba, Canada, on February 26, 2004.
COOL RECORDS INC.
By: *
------------------------------------
Name: David Asper
Title: Director, President
Pursuant to the requirements of the Securities Act of 1933, this
registration statement has been signed by the following persons in the
capacities and on the dates indicated.
<Table>
<Caption>
SIGNATURE TITLE DATE
--------- ----- ----
* Director, President February 26, 2004
- ---------------------------------------------------
David Asper
* Vice President February 26, 2004
- --------------------------------------------------- (principal executive officer and
Ross Porter principal financial and accounting
officer)
</Table>
*By /s/ PAMELA A. HARROD
------------------------------------
Name: Pamela A. Harrod
Attorney-in-Fact
II-68
<Table>
<Caption>
EXHIBIT NO. EXHIBIT INDEX
- ----------- -------------
1.1 Purchase Agreement, dated as of March 31, 2003, among
CanWest Media Inc., the Guarantors identified therein,
Salomon Smith Barney Inc., CIBC World Markets Corp., Scotia
Capital (USA) Inc., BMO Nesbitt Burns Corp., RBC Dominion
Securities Corporation, Banc of America Securities LLC and
TD Securities (USA) Inc.(4)
1.2 Purchase Agreement, dated May 10, 2001, among CanWest Media
Inc., the Guarantors identified therein, CIBC World Markets
Corp., Salomon Smith Barney Inc., Banc of America Securities
LLC, Scotia Capital (USA) Inc., BMO Nesbitt Burns Corp., RBC
Dominion Securities Corp. and TD Securities (USA) Inc.(2)
4.1 Articles of Incorporation of CanWest Media Inc., as
amended(2)
4.2 By-laws of CanWest Media Inc.(2)
4.3 Articles of Incorporation of 2846551 Canada Inc., as
amended(2)
4.4 By-laws of 2846551 Canada Inc.(2)
4.5 Articles of Incorporation of 3919056 Canada Ltd.(4)
4.6 By-laws of 3919056 Canada Ltd.(4)
4.7 Articles of Incorporation of Apple Box Productions Sub Inc.,
as amended(2)
4.8 By-laws of Apple Box Productions Sub Inc.(2)
4.9 Articles of Incorporation of BCTV Holdings Inc., as
amended(2)
4.10 By-laws of BCTV Holdings Inc.(2)
4.11 Articles of Continuance of Calgary Herald Group Inc.(2)
4.12 By-laws of Calgary Herald Group Inc.(2)
4.13 Articles of Continuance of CanWest -- Montreal R.P. Holdings
Inc.(2)
4.14 By-laws of CanWest -- Montreal R.P. Holdings Inc.(2)
4.15 Articles of Continuance of CanWest -- Windsor R.P. Holdings
Inc.(2)
4.16 By-laws of CanWest -- Windsor R.P. Holdings Inc.(2)
4.17 Articles of Incorporation of CanWest Finance Inc./Financiere
CanWest Inc., as amended(2)
4.18 By-laws of CanWest Finance Inc./Financiere CanWest Inc.(2)
4.19 Statuts De Constitution of CanWest Global Broadcasting
Inc./Radiodiffusion CanWest Global Inc., as amended(2)
4.20 Code of General By-laws of CanWest Global Broadcasting
Inc./Radiodiffusion CanWest Global Inc., as amended(2)
4.21 Articles of Amalgamation of CanWest Interactive Inc.(4)
4.22 By-Laws of CanWest Interactive Inc.(4)
4.23 Articles of Incorporation of CanWest International
Communications Inc., as amended(2)
4.24 By-laws of CanWest International Communications Inc.(2)
4.25 Articles of Incorporation of CanWest International
Management Inc., as amended(2)
4.26 By-laws of CanWest International Management Inc.(2)
4.27 Articles of Incorporation of CanWest Irish Holdings
(Barbados) Inc., as amended(2)
4.28 By-laws of CanWest Irish Holdings (Barbados) Inc.(2)
4.29 Articles of Incorporation of CanWest Media Sales Limited, as
amended(2)
4.30 By-laws of CanWest Media Sales Limited(2)
4.31 Notice of Adoption, Alteration, or Revocation of
Constitution and Constitution of CanWest NZ Radio Holdings
Limited, as amended(2)
</Table>
<Table>
<Caption>
EXHIBIT NO. EXHIBIT INDEX
- ----------- -------------
4.32 Articles of Continuance and Articles of Amendment of CanWest
Publications Inc.(4)
4.33 By-Laws of CanWest Publications Inc.(4)
4.34 Articles of Association of CGS Debenture Holding
(Netherlands) B.V.(2)
4.35 Articles of Association of CGS International Holdings
(Netherlands) B.V.(2)
4.36 Articles of Association of CGS NZ Radio Shareholding
(Netherlands) B.V.(2)
4.37 Articles of Association of CGS NZ TV Shareholding
(Netherlands) B.V.(2)
4.38 Articles of Association of CGS Shareholding (Netherlands)
B.V.(2)
4.39 Articles of Incorporation of CHBC Holdings Inc., as
amended(2)
4.40 By-laws of CHBC Holdings Inc.(2)
4.41 Articles of Incorporation of CHEK Holdings Inc., as
amended(2)
4.42 By-laws of CHEK Holdings Inc.(2)
4.43 Articles of Amalgamation of Clarinet Music Inc.(2)
4.44 By-laws of Clarinet Music Inc.(2)
4.45 Articles of Continuance of Edmonton Journal Group Inc.(2)
4.46 By-laws of Edmonton Journal Group Inc.(2)
4.47 Articles of Incorporation and Articles of Amendment of Fox
Sports World Canada Holdco Inc.(4)
4.48 By-Laws of Fox Sports World Canada Holdco Inc.(4)
4.49 Articles of Incorporation of Global Centre Inc., as
amended(2)
4.50 By-laws of Global Centre Inc., as amended(2)
4.51 Articles of Amalgamation of Global Communications Limited(2)
4.52 By-laws of Global Communications Limited(2)
4.53 Articles of Amalgamation of Global Television Centre Ltd.(2)
4.54 By-laws of Global Television Centre Ltd.(2)
4.55 Articles of Continuance of Global Television Network Inc.,
as amended(2)
4.56 By-laws of Global Television Network Inc.(2)
4.57 Amended and Restated Limited Partnership Agreement of Global
Television Network Quebec, Limited Partnership/Reseau de
Television Global Quebec, Societe en Commandite(4)
4.58 Articles of Incorporation and Articles of Amendment of
Global Television Specialty Networks Inc.(4)
4.59 By-Laws of Global Television Specialty Networks Inc.(4)
4.60 Articles of Incorporation and Articles of Amendment of
Lonestar Holdco Inc.(4)
4.61 By-Laws of Lonestar Holdco Inc.(4)
4.62 Articles of Continuance of Lower Mainland Publishing Group
Inc.(2)
4.63 By-laws of Lower Mainland Publishing Group Inc.(2)
4.64 Articles of Continuance of Montreal Gazette Group Inc.(2)
4.65 By-laws of Montreal Gazette Group Inc.(2)
4.66 Articles of Continuance of Multisound Publishers Ltd., as
amended(2)
4.67 By-laws of Multisound Publishers Ltd., as amended(2)
4.68 Articles of Continuance of Nanaimo Daily News Group Inc.(2)
4.69 By-laws of Nanaimo Daily News Group Inc.(2)
4.70 Articles of Incorporation of ONtv Holdings Inc., as
amended(2)
4.71 By-laws of ONtv Holdings Inc.(2)
4.72 Articles of Continuance of Ottawa Citizen Group Inc.(2)
4.73 By-laws of Ottawa Citizen Group Inc.(2)
</Table>
<Table>
<Caption>
EXHIBIT NO. EXHIBIT INDEX
- ----------- -------------
4.74 Articles of Continuance of Pacific Newspaper Group Inc.(2)
4.75 By-laws of Pacific Newspaper Group Inc.(2)
4.76 Articles of Continuance of Port Alberni Times Group Inc.(2)
4.77 By-laws of Port Alberni Times Group Inc.(2)
4.78 Articles of Incorporation and Articles of Amendment of
ReachCanada Contact Centre Limited(4)
4.79 By-Laws of ReachCanada Contact Centre Limited(4)
4.80 Articles of Continuance of Regina Leader Post Group Inc.(2)
4.81 By-laws of Regina Leader Post Group Inc.(2)
4.82 Articles of Incorporation and Articles of Amendment of
RetroVista Holdco Inc.(4)
4.83 By-Law No. 1 of RetroVista Holdco Inc.(4)
4.84 Articles of Continuance of Saskatoon StarPhoenix Group
Inc.(2)
4.85 By-laws of Saskatoon StarPhoenix Group Inc.(2)
4.86 Articles of Continuance of Southam Digital Inc.(2)
4.87 By-laws of Southam Digital Inc.(2)
4.88 Articles of Incorporation of Studio Post & Transfer Sub
Inc., as amended (2)
4.89 By-laws of Studio Post & Transfer Sub Inc.(2)
4.90 Notice of Adoption, Alteration, or Revocation of
Constitution and Constitution of TV3 Network Services
Limited (2)
4.91 Notice of Adoption, Alteration, or Revocation of
Constitution and Constitution of TV4 Network Limited, as
amended (2)
4.92 Articles of Continuance of Vancouver Island Newspaper Group
Inc., as amended(2)
4.93 By-laws of Vancouver Island Newspaper Group Inc.(2)
4.94 Articles of Continuance of Victoria Times Colonist Group
Inc.(2)
4.95 By-laws of Victoria Times Colonist Group Inc.(2)
4.96 Articles of Continuance and By-laws of Western
Communications Inc.(2)
4.97 Articles of Incorporation of WIC Mobile TV Inc., as
amended(2)
4.98 By-laws of WIC Mobile TV Inc.(2)
4.99 Articles of Incorporation of WIC Television Production Sub
Inc., as amended(2)
4.100 By-laws of WIC Television Production Sub Inc.(2)
4.101 Articles of Continuance of Windsor Star Group Inc.(2)
4.102 By-laws of Windsor Star Group Inc.(2)
4.103 Articles of Incorporation and Articles of Amendment of
Xtreme Sports Holdco Inc.(4)
4.104 By-Laws of Xtreme Sports Holdco Inc.(4)
4.105 Indenture, dated as of April 3, 2003, among CanWest Media
Inc., the Guarantors named therein and The Bank of New York,
as Trustee(4)
4.106 Indenture, dated as of May 17, 2001, among CanWest Media
Inc., the Guarantors named therein and The Bank of New York,
as Trustee(2)
4.107 Registration Rights Agreement, dated as of April 3, 2003,
among CanWest Media Inc., the Guarantors named therein,
Salomon Smith Barney Inc., CIBC World Markets Corp., Scotia
Capital (USA) Inc., BMO Nesbitt Burns Corp., RBC Dominion
Securities Corporation, Banc of America Securities LLC and
TD Securities (USA) Inc.(4)
4.108 Registration Rights Agreement, dated as of May 17, 2001,
among CanWest Media Inc., the Guarantors named therein, CIBC
World Markets Corp., Salomon Smith Barney Inc., Banc of
America Securities LLC, Scotia Capital (USA) Inc., BMO
Nesbitt Burns Corp., RBC Dominion Securities Corp. and TD
Securities (USA) Inc.(2)
4.109 Guarantee, dated as of April 3, 2003, executed by the
Guarantors identified therein(4)
</Table>
<Table>
<Caption>
EXHIBIT NO. EXHIBIT INDEX
- ----------- -------------
4.110 Guarantee, dated as of May 17, 2001, executed by the
Guarantors identified therein(2)
4.111 7 5/8% Senior Note due 2013, in the original principal
amount of US$470,000, executed by CanWest Media Inc. in
favor of Cede & Co.(4)
4.112 7 5/8% Senior Note due 2013, in the original principal
amount of US$199,530,000, executed by CanWest Media Inc. in
favor of Cede & Co.(4)
4.113 Form of 7 5/8% Series B Senior Note due 2013 of CanWest
Media Inc.(4)
4.114 10 5/8% Series B Senior Subordinate Note due 2011, in the
original principal amount of US$195,000, executed by CanWest
Media Inc. in favor of Cede & Co.(4)
4.115 10 5/8% Series B Senior Subordinate Note due 2011, in the
original principal amount of US$424,805,000, executed by
CanWest Media Inc. in favor of Cede & Co.(4)
4.116 10 5/8% Senior Subordinated Note due 2011, in the original
principal amount of Cdn$60,724,000, executed by CanWest
Media Inc. in favor of CanWest Communications
Corporation.(2)
4.117 Letter of Representations, dated as of April 3, 2003, among
CanWest Media Inc., The Bank of New York, as agent, and The
Depository Trust Company(4)
4.118 Letter of Representations, dated as of May 17, 2001, among
CanWest Media Inc., The Bank of New York, as agent, and The
Depository Trust Company(2)
4.119 Letter dated April 3, 2003, from The Bank of New York, as
trustee under the Indenture, dated as of May 17, 2001, among
CanWest Media Inc., the Guarantors named therein and The
Bank of New York, as Trustee, to Salomon Smith Barney Inc.,
CIBC World Markets Corp., Scotia Capital (USA) Inc., BMO
Nesbitt Burns Corp., RBC Dominion Securities Corp., Banc of
America Securities LLC and TD Securities (USA) Inc.(4)
4.120 Demand Registration Rights Agreement, dated as of May 17,
2001, among CanWest Media Inc., CanWest Communications
Corporation and the Guarantors named therein(2)
4.121 Trust Indenture, dated as of November 15, 2000, between
CanWest Media Inc. and CanWest Global Communications
Corporation(2)
4.122 Supplemental Indenture, dated as of August 6, 2002, between
CanWest Media Inc. and The Bank of New York(1)
4.123 Second Supplemental Indenture, dated as of February 27,
2003, among CanWest Media Inc., each of the guarantors
identified therein and The Bank of New York.(4)
4.124 Third Supplemental Indenture, dated as of April 23, 2003,
among CanWest Media Inc., each of the guarantors identified
therein and The Bank of New York.(4)
4.125 First Supplemental Indenture, dated as of September 22, 2003,
among CanWest Media Inc., each of the New Guarantors and The Bank
of New York.*
4.126 Fourth Supplemental Indenture, dated as of September 22, 2003,
among CanWest Media Inc., each of the New Guarantors and The Bank
of New York.*
4.127 Second Supplemental Indenture dated as of February 25, 2004, among
CanWest Media Inc., each of the New Guarantors and The Bank of New
York.(5)
4.128 Fifth Supplemental Indenture, dated as of February 25, 2004, among
CanWest Media Inc., each of the New Guarantors and The Bank of New
York. (5)
5.1 Opinion of Osler, Hoskin & Harcourt LLP
5.2 Opinion of Kaye Scholer LLP
5.3 Opinion of Russell McVeagh
5.4 Opinion of Nauta Dutilh
5.5 Opinion of Chancery Chambers
5.6 Opinion of Fasken Martineau Dumoulin LLP
5.7 Opinion of Tory's
5.8 Opinion of Pitblado
</Table>
<Table>
<Caption>
EXHIBIT NO. EXHIBIT INDEX
- ----------- -------------
8.1 Opinion of Kaye Scholer LLP as to certain tax matters
12.1 Computation of Ratio of Earnings to Fixed Charges
23.1 Consent of PricewaterhouseCoopers LLP, Winnepeg, Manitoba,
Canada
23.2 Consent of PricewaterhouseCoopers, Sydney, Australia
23.3 Consent of Osler, Hoskin & Harcourt LLP (included in Exhibit
5.1)
23.4 Consent of Kaye Scholer LLP (included in Exhibit 5.2)
23.5 Consent of Russell McVeagh (included in Exhibit 5.3)
23.6 Consent of Nauta Dutilh (included in Exhibit 5.4)
23.7 Consent of Chancery Chambers (included in Exhibit 5.5)
23.8 Consent of Fasken Martineau Dumoulin LLP (included in
Exhibit 5.6)
23.9 Consent of Tory's (included in Exhibit 5.7)
23.10 Consent of Pitblado (included in Exhibit 5.8)
23.11 Consent of Kaye Scholer LLP (included in Exhibit 8.1)
24.1 Power of Attorney for CanWest Media Inc.*
24.2 Power of Attorney for 2846551 Canada Inc.*
24.3 Power of Attorney for 3919056 Canada Ltd.*
24.4 Power of Attorney for Apple Box Productions Sub Inc.*
24.5 Power of Attorney for BCTV Holdings Inc.*
24.6 Power of Attorney for Calgary Herald Group Inc.*
24.7 Power of Attorney for CanWest -- Montreal R.P. Holdings
Inc.*
24.8 Power of Attorney for CanWest -- Windsor R.P. Holdings Inc.*
24.9 Power of Attorney for CanWest Finance Inc./Financiere
CanWest Inc.*
24.10 Power of Attorney for CanWest Global Broadcasting
Inc./Radiodiffusion CanWest Global Inc.*
24.11 Power of Attorney for CanWest Interactive Inc.*
24.12 Power of Attorney for CanWest International Communications
Inc.*
24.13 Power of Attorney for CanWest International Management Inc.*
24.14 Power of Attorney for CanWest Irish Holdings (Barbados)
Inc.*
24.15 Power of Attorney for CanWest Media Sales Limited*
24.16 Power of Attorney for CanWest NZ Radio Holdings Limited*
</Table>
<Table>
<Caption>
EXHIBIT NO. EXHIBIT INDEX
- ----------- -------------
24.17 Power of Attorney for CanWest Publications Inc.*
24.18 Power of Attorney for CGS Debenture Holding
(Netherlands) B.V.*
24.19 Power of Attorney for CGS International Holdings
(Netherlands) B.V.*
24.20 Power of Attorney for CGS NZ Radio Shareholding
(Netherlands) B.V.*
24.21 Power of Attorney for CGS NZ TV Shareholding
(Netherlands) B.V.*
24.22 Power of Attorney for CGS Shareholding (Netherlands) B.V.*
24.23 Power of Attorney for CHBC Holdings Inc.*
24.24 Power of Attorney for CHEK Holdings Inc.*
24.25 Power of Attorney for Clarinet Music Inc.*
24.26 Power of Attorney for Edmonton Journal Group Inc.*
24.27 Power of Attorney for Fox Sports World Canada Holdco Inc.*
24.28 Power of Attorney for Global Centre Inc.*
24.29 Power of Attorney for Global Communications Limited*
24.30 Power of Attorney for Global Television Centre Ltd.*
24.31 Power of Attorney for Global Television Network Inc.*
24.32 Power of Attorney for Global Television Network Quebec,
Limited Partnership/Reseau de Television Global Quebec,
Societe en Commandite*
24.33 Power of Attorney for Global Television Specialty
Networks Inc.*
24.34 Power of Attorney for Lonestar Holdco Inc.*
24.35 Power of Attorney for Lower Mainland Publishing Group Inc.*
24.36 Power of Attorney for Montreal Gazette Group Inc.*
24.37 Power of Attorney for Multisound Publishers Ltd.*
24.38 Power of Attorney for Nanaimo Daily News Group Inc.*
24.39 Power of Attorney for ONtv Holdings Inc.*
24.40 Power of Attorney for Ottawa Citizen Group Inc.*
24.41 Power of Attorney for Pacific Newspaper Group Inc.*
24.42 Power of Attorney for Port Alberni Times Group Inc.*
24.43 Power of Attorney for ReachCanada Contact Centre Limited*
24.44 Power of Attorney for Regina Leader Post Group Inc.*
24.45 Power of Attorney for RetroVista Holdco Inc.*
24.46 Power of Attorney for Saskatoon StarPhoenix Group Inc.*
24.47 Power of Attorney for Southam Digital Inc.*
24.48 Power of Attorney for Studio Post & Transfer Sub Inc.*
24.49 Power of Attorney for TV3 Network Services Limited*
</Table>
<Table>
<Caption>
EXHIBIT NO. EXHIBIT INDEX
- ----------- -------------
24.50 Power of Attorney for TV4 Network Limited*
24.51 Power of Attorney for Vancouver Island Newspaper Group Inc.*
24.52 Power of Attorney for Victoria Times Colonist Group Inc.*
24.53 Power of Attorney for Western Communications Inc.*
24.54 Power of Attorney for Mobile Video Production Inc. (f/k/a WIC
Mobile TV Inc.)*
24.55 Power of Attorney for WIC Television Production Sub Inc.*
24.56 Power of Attorney for Windsor Star Group Inc.*
24.57 Power of Attorney for Xtreme Sports Holdco Inc.*
24.58 Power of Attorney for Cool Records Inc.*
25.1 Statement of Eligibility on Form T-1 of Trustee under the
Indenture, dated as of April 3, 2003, among CanWest Media
Inc., the Guarantors named therein and The Bank of New York,
as Trustee(4)
99.1 Appointment of Agent for Service of Process(2)
</Table>
- ---------------
* Previously filed.
(1) Previously filed as an Exhibit to the Annual Report on Form 20-F of
CanWest Media Inc. for the fiscal year ended August 31, 2002, filed on
February 28, 2003, SEC File Number 333-13878, and incorporated by
reference herein.
(2) Previously filed as an Exhibit to the Registration Statement Form F-4 of
CanWest Media Inc. filed on September 4, 2001, SEC File Number 333-00000,
and incorporated by reference herein.
(3) Previously filed as an Exhibit to the Annual Report on Form 20-F of
CanWest Media Inc. for the fiscal year ended August 31, 2001, filed on
February 28, 2002, SEC File Number 333-13878, and incorporated by
reference herein.
(4) Previously filed as an Exhibit to the Registration Statement on Form F-4
of CanWest Media Inc. filed on June 18, 2003, SEC File Number 333-106256,
and incorporated by reference herein.
(5) Previously filed as an Exhibit to the Annual Report on Form 20-F of
CanWest Media Inc. for the fiscal year ended August 31, 2003, filed on
February 26, 2004, SEC File Number 333-13878, and incorporated by
reference herein.