Exhibit 3
[CANWEST GLOBAL LOGO]
NEWS RELEASE
FOR IMMEDIATE RELEASE
November 18, 2004
CANWEST COMPLETES EXCHANGE OFFER
FOR HOLLINGER PARTICIPATION TRUST NOTES
Hollinger PIK Notes effectively refinanced at 101
Winnipeg, Manitoba -- CanWest Media Inc. ("CanWest"), a wholly-owned subsidiary
of CanWest Global Communications Corp., today announced the successful
completion of its affiliate's previously announced exchange offer in respect of
12 1/8% Senior Notes due 2010 issued by the Hollinger Participation Trust. The
overall net effect of the transactions was to refinance 12 1/8% Fixed Rate
Subordinated Debentures due 2010 ("Old Notes"), which had an aggregate
outstanding principal amount together with accrued interest of C$903.6 million,
with C$908.1 million (US$761.1 million) of 8% Senior Subordinated Notes due 2012
("New Notes"). Effectively the Old Notes were replaced with New Notes at an
approximate 1% premium to the carrying value of the Old Notes.
Trust notes in the aggregate principal amount of US$509.1 million were acquired
in the exchange, representing substantially all of the outstanding trust notes.
An aggregate principal amount of US$631.1 million of New Notes were issued as
consideration to those tendering in the exchange offer. Additional New Notes in
the aggregate principal amount of US$130.0 million were issued in a concurrent
cash offer that closed simultaneously with the exchange offer at a price of 104%
of par value.
The New Notes were initially issued by CanWest's holding company parent, 3815668
Canada Inc. Immediately following the issuance, CanWest and 3815668 Canada Inc.
amalgamated to form a new company also named CanWest Media Inc. As a result, the
New Notes are now obligations of the amalgamated CanWest Media Inc., and rank
equally in right of payment with CanWest's existing and future senior
subordinated unsecured notes.
Following acquisition of the trust notes, the Hollinger Participation Trust was
wound up, resulting in the retirement of the Old Notes of 3815668 Canada Inc.
that had been held by the trust in an aggregate principal amount of C$785.2
million. The remaining outstanding Old Notes, in the aggregate principal amount
of C$86.7 million, were acquired from their holders for cash. All of the Old
Notes have now been retired. CanWest's affiliates made direct and indirect cash
payments of US$133.6 million in connection with the winding up of the trust and
the acquisition of the remaining Old Notes (funded by the concurrent cash offer
of New Notes).
"From a CanWest perspective, this was a very successful transaction," said John
Maguire CanWest's Chief Financial Officer. "CanWest was able to achieve an
attractive refinancing of its most expensive debt at an extremely modest net
overall premium," he added. CanWest has fixed the Canadian-dollar equivalent of
substantially all of the principal amount of the New Notes through hedging
arrangements.
Citigroup Global Markets Inc. was the dealer manager for the exchange offer and
the initial purchaser in the concurrent cash offer.
CanWest Global Communications Corp. (NYSE: CWG; TSX: CGS.SV and CGS.NV,
www.canwestglobal.com ) is an international media company, and also Canada's
largest media company. In addition to owning the Global Television Network,
CanWest is Canada's largest publisher of daily newspapers, and also owns,
operates and/or holds substantial interests in conventional television,
out-of-home advertising, specialty cable channels, Web sites and radio networks
in Canada, New Zealand, Australia and Ireland.
THIS NEWS RELEASE IS NOT AN OFFER FOR SALE OF THE SECURITIES DESCRIBED HEREIN IN
THE UNITED STATES OR IN ANY OTHER JURISDICTION WHERE SUCH OFFER IS PROHIBITED,
AND SUCH SECURITIES MAY NOT BE OFFERED OR SOLD IN THE UNITED STATES ABSENT
REGISTRATION OR AN EXEMPTION FROM REGISTRATION UNDER THE UNITED STATES
SECURITIES ACT OF 1933, AS AMENDED. CANWEST DOES NOT INTEND TO REGISTER ANY SUCH
SECURITIES IN THE UNITED STATES OR TO CONDUCT A PUBLIC OFFERING OF SUCH
SECURITIES IN ANY JURISDICTION.
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For further information:
Geoffrey Elliot or John Maguire
Vice President, Corporate Affairs Chief Financial Officer
Tel: (204) 956-2025 Tel: (204) 956-2025
Fax: (204) 947-9841 Fax: (204) 947-9841
gelliot@canwest.com jmaguire@canwest.com
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