EXHIBIT 1
CANWEST GLOBAL COMMUNICATIONS CORP.
ANNUAL INFORMATION FORM
NOVEMBER 24, 2004
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ANNUAL INFORMATION FORM
CANWEST GLOBAL COMMUNICATIONS CORP.
TABLE OF CONTENTS
CORPORATE STRUCTURE........................................................ 3
NAME, ADDRESS AND INCORPORATION................................... 3
INTERCORPORATE RELATIONSHIPS...................................... 4
GENERAL DEVELOPMENT OF THE BUSINESS........................................ 5
HISTORICAL DEVELOPMENT............................................ 5
RECENT DEVELOPMENTS............................................... 5
DESCRIPTION OF THE BUSINESS................................................ 7
OUR BUSINESS...................................................... 7
RISK FACTORS...................................................... 26
DIVIDEND POLICY............................................................ 36
CAPITAL STRUCTURE.......................................................... 36
MARKET FOR SECURITIES...................................................... 39
DIRECTORS AND OFFICERS..................................................... 42
LEGAL PROCEEDINGS.......................................................... 43
INTEREST OF MANAGEMENT AND OTHERS IN MATERIAL TRANSACTIONS................. 44
TRANSFER AGENT AND REGISTRARS.............................................. 44
ADDITIONAL INFORMATION..................................................... 44
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CORPORATE STRUCTURE
CanWest Global Communications Corp. is an international media company with
interests in broadcast television, newspapers, radio, specialty, cable channels,
outdoor advertising and online operations in Canada, Australia, New Zealand and
the Republic of Ireland.
The Company was originally incorporated as Keigwin Investments Limited under the
laws of the Province of Ontario on June 14, 1979. The Company's name was changed
to CanWest Communications Enterprises, Inc. by articles of amendment dated April
16, 1985 and continued under the laws of the Province of Manitoba by articles of
continuance dated May 27, 1986. By articles of amendment dated September 19,
1990, the Company's name was changed to CanWest Global Communications Corp. and
by articles of continuance dated July 25, 1991 the Company was continued under
the laws of Canada (the Canada Business Corporations Act). Our registered office
and corporate head office is located at CanWest Global Place, 31st Floor, 201
Portage Avenue, Winnipeg, Manitoba, Canada R3B 3L7.
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[FLOW CHART]
(1) We own a 14.5% voting interest, which, together with our ownership of
subordinated and convertible debentures, represents a 56.6% economic interest.
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GENERAL DEVELOPMENT OF THE BUSINESS
HISTORICAL BACKGROUND
We are an international media company with interests in broadcast television,
newspapers, radio, specialty cable channels, outdoor advertising and online
operations in Canada, Australia, New Zealand, and the Republic of Ireland. In
fiscal 2000, we significantly expanded our media operations in Canada with the
acquisition of nine television stations of WIC Western International
Communications Inc. and the purchase of all of the major Canadian and Internet
assets of Hollinger Inc., including the metropolitan daily newspapers in nearly
every large city in Canada and a 50% interest in the National Post. In September
2001, we agreed to purchase the remaining 50% of the National Post.
In the period subsequent to these acquisitions we have worked to integrate our
Canadian media operations, reduce operating costs and improve profitability. We
have also completed the sale of a number of non-strategic assets in the ongoing
drive to reduce corporate debt. As outlined below, proceeds in excess of $1.146
billion have been raised from the sale and refinancing of non-core assets and
used to reduce bank debt.
RECENT DEVELOPMENTS
In October 2004, we launched an exchange offer to exchange a new series of 8%
Senior Subordinated notes due 2012 for the outstanding 12 1/8% Senior notes due
2010 issued by the Hollinger Participation Trust. In the exchange offer, the
holders of the trust notes were offered US$1,240 principal amount of new notes
in exchange for each US$1,000 of trust notes. In addition, we launched a
concurrent offer of notes, proceeds of which were used to retire the 12 1/8%
junior subordinated notes held by Hollinger, which had not been participated to
the Hollinger Participation Trust. The effect of these transactions was to
replace the Company's existing $903.6 million of 12 1/8% junior subordinated
notes with $908.1 million (US$760.1 million) of new 8% senior subordinated
notes. These transactions were completed on November 18, 2004. Also on November
18, 2004, 3815668 Canada Inc., a wholly-owned subsidiary of CanWest and the
issuer of the above-mentioned notes, amalgamated with CanWest Media Inc., which
is also a wholly-owned subsidiary of CanWest.
In October 2004, we announced a realignment of our operations under the CanWest
MediaWorks corporate brand. CanWest MediaWorks encompasses all of our Canadian
business units including newspapers, television and radio operations and
web-based interactive operations. CanWest MediaWorks International includes
CanWest's investments in Network TEN in Australia, CanWest MediaWorks (NZ) and
TV3 in Ireland. On the same date, we announced a series of senior executive
appointments:
- Richard C. Camilleri, formerly Chief Operating Officer (Operations),
has been appointed President, CanWest MediaWorks.
- Thomas C. Strike, formerly Chief Operating Officer (Corporate), has
been named President, CanWest MediaWorks International.
- Kathleen A. Dore has been appointed to the position of President,
Television and Radio, CanWest MediaWorks.
- Michael Williams has been appointed to the position of President,
Publications, CanWest MediaWorks.
- Joseph T. Mangione has been appointed to the position of President,
Sales and Marketing, CanWest MediaWorks.
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In July 2004, through a series of transactions, we transferred our net assets in
our New Zealand media operations to CanWest MediaWorks (NZ) Limited for 70% of
the ordinary shares of CanWest MediaWorks (NZ) Limited and repayment of
inter-company debt. Concurrent with the transfer of the net assets, CanWest
MediaWorks (NZ) Limited completed a Initial Public Offering for 30% of its
ordinary shares for NZ$100 million, net of costs of NZ$4 million (net proceeds
of $83.3 million). In addition, CanWest MediaWorks (NZ) Limited issued a term
bank loan of NZ$200 million.
In June 2004, we sold our interest in UTV for proceeds of $144 million, which
were used to reduce corporate debt.
In 2004, we committed to sell Fireworks Entertainment, our international film
and television production and distribution business. Efforts to sell this
operation are ongoing.
In July 2003, we sold our holdings of more than 2 million shares of SBS
Broadcasting S.A. Proceeds of $44 million from this sale were used to reduce
corporate debt.
In May 2003 our wholly owned subsidiary, Global Communications Ltd. was awarded
a radio broadcast licence by the Canadian Radio-television and
Telecommunications Commission (CRTC) for an FM station in the Kitchener-Waterloo
region of Ontario. This radio licence was the second awarded to CanWest in
Canada. The new station, The Beat, launched early 2004 and joins Cool FM in
Winnipeg, which successfully launched in February 2003.
In February 2003 we completed the sale of certain community newspapers and
related assets in Southern Ontario to Osprey Media Group Inc. for cash proceeds
of $194 million, which were used to reduce corporate debt.
In December 2002, we redeemed all of our outstanding Series 2 Preference Shares
for cash consideration of $57.7 million. The Series 2 Preference Shares were
issued in May 2001 on the amalgamation of certain subsidiaries of CanWest.
In August 2002, we sold certain community newspapers and related assets in
Atlantic Canada and Saskatchewan to G.T.C. Transcontinental Group Ltd. for
aggregate cash consideration of $257 million, which was used to reduce corporate
debt.
In March 2002, we completed the purchase of the 50% of the National Post we did
not already own for nominal consideration in the form of cash and agreements and
undertakings.
In October 2001, we sold our interest in television station CKVU (Vancouver) for
cash proceeds of $133 million. In September 2001, we sold our 70% interest in
television station CFCF (Montreal) for cash proceeds of $87 million. In August
2001, the Company sold its 50% interest in the ROBTv specialty cable channel for
cash proceeds of $30 million. Proceeds from these transactions were used to
reduce corporate debt.
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DESCRIPTION OF THE BUSINESS
OUR BUSINESS
OVERVIEW
We are a public company whose shares are listed on the Toronto Stock Exchange
and The New York Stock Exchange.
We are an international media company with interests in broadcast television,
newspapers, radio, specialty cable channels, outdoor advertising and online
operations in Canada, Australia, New Zealand, and the Republic of Ireland.
In Canada, we are a major multi-platform media company, with television,
publishing, radio and internet operations that serve common geographic areas,
providing our viewers, readers and advertisers with extensive local, regional
and national coverage. We own and operate one of the most profitable and the
highest rated groups of television stations in Canada, including the Global
Television Network, which covers approximately 97% of Canada's English-language
market. We are also the largest publisher of daily newspapers in Canada with
average daily paid circulation of 1.4 million copies, representing 35% of
Canada's average daily English-language newspaper sales. In addition, we own an
extensive collection of internet websites providing content of local, regional
and national interest.
We believe the combination of our media assets in Canada provides us with a
number of competitive advantages, including the ability to:
- provide advertisers with multi-platform media advertising solutions
designed to reach a mass audience or to target specific demographic
or special-interest groups;
- leverage the news and information production resources of our
broadcasting, publishing and internet operations to provide our
audiences with superior depth and scope in local, regional and
national coverage; and
- cross-promote our brands, programs and other content across our
various media platforms.
We also own significant interests in media properties in other English-language
markets. In Australia, we own a 56.6% economic interest in Network TEN, one of
three privately-owned national television networks. In New Zealand, we own a 70%
interest in CanWest MediaWorks (NZ), which operates two national television
networks, 3 and C4, and a leading group of radio stations, RadioWorks. Our other
investments include a 45% interest in the only privately-owned television
network in the Republic of Ireland, TV3.
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For the year ended August 31, 2004, we generated revenue of $2,113 million,
compared to $2,100 million in the prior year, on a proforma basis(1).
REVENUE
OPERATING SEGMENTS FOR THE YEAR ENDED AUGUST 31
--------------------------------------------
2004 2003 2003
PROFORMA(1)
$ 000 $ 000 $ 000
TELEVISION
Canada 690,302 730,407 730,407
Australia - Network TEN 409,204 336,362 336,362
New Zealand 108,236 95,055 95,055
Ireland 34,152 32,490 32,490
------------ ------------ ------------
1,241,894 1,194,314 1,194,314
Radio - New Zealand 86,717 73,400 73,400
Publishing and Online - Canada 1,193,627 1,208,180 1,168,224
Outdoor - Australia 43,742 36,656 36,656
------------ ------------ ------------
Total operating segments(2) 2,565,980 2,512,550 2,472,594
Elimination of equity accounted affiliates(3) (452,946) (373,018) (373,018)
------------ ------------ ------------
Total Consolidated 2,113,034 2,139,532 2,099,576
============ ============ ============
(1) Proforma results exclude the results of community newspapers sold February
14, 2003.
(2) Segmented results include the Company's 56.6% economic interest in Network
TEN.
(3) Elimination of proportionate interest in Australia's Network TEN and
Outdoor, which are equity accounted in the consolidated financial
statements.
BUSINESS STRATEGY
In the consolidating and converging media landscape, our objective is to
increase our revenue and operating income before amortization by leveraging our
media platforms and acquiring, developing and controlling content. To achieve
this objective, we intend to:
- Offer comprehensive advertising solutions. Our broad range of media
platforms allows us to deliver multi-platform solutions to our
advertising clients. We are able to sell flexible packages of
advertising across various media in local, regional and national
markets. Our Canadian television, publishing and internet platforms
provide advertisers with an effective means to reach a mass market
or to target specific demographic and special interest groups. In
New Zealand, our combination of a national television network and
urban and rural radio networks allows us to design advertising
solutions tailored to our clients' needs.
- Leverage content. By creating our own news and sports content and
purchasing or commissioning entertainment content from our
affiliates and others, we are able to supply our own platforms and
syndicate our content to non-competing media outlets, reducing our
effective costs. The combination of our television, publishing and
internet platforms makes us a leading owner and provider of content
in Canada. Our news and information organization provides extensive
resources to develop content for delivery across our multiple
distribution platforms and enables us to provide complete and
in-depth coverage of local, regional and national news and
information to our audiences.
- Cross-promote and co-brand our properties. The geographic overlap of
our television, publishing, radio and internet platforms enables us
to cross-promote our properties in order to grow audiences,
strengthen brand recognition and increase advertising revenue. For
example, in Canada we use our newspapers to promote our television
programs and websites. Our variety of platforms also enables us to
pursue co-branding and brand extension opportunities.
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- Achieve economies of scale. Through expansion of our operations
across multiple markets and media platforms, we have achieved
greater purchasing power, giving us a competitive advantage in
acquiring the rights to content. In addition, we can amortize the
cost of content across a larger number of viewers, readers and
listeners.
- Expand operations in English-language markets. We intend to develop
and acquire additional media assets in our existing markets and
expand into other English-language markets. While tastes and
preferences vary among each of the communities we serve, we are
often able to utilize programming and other content purchased,
developed or produced for one market in our other markets. In
Canada, we recently launched our first radio stations and have filed
applications for additional radio licenses.
- Improve efficiency and reduce operating costs. We expect to realize
cost savings through the integration of our publishing assets and
other acquired assets into our existing operations and through the
reduction of duplicative general and administrative expenses.
CANADIAN MEDIA OPERATIONS
CANADIAN TELEVISION INDUSTRY
Three English-language national broadcast networks operate in Canada: the Global
Television Network, the CTV television network and the Canadian Broadcasting
Corporation. The Global Television Network and CTV are both privately-owned,
commercial networks, while the CBC is government-owned and financed by a
combination of federal government grants and commercial revenue. Several
French-language networks and a number of independent stations also serve local
markets. In addition to Canadian stations, Canadian viewers generally have
access to U.S. stations, directly over the air, via cable or satellite.
Canada has a well-developed cable television market that provides viewers with a
wide range of viewing alternatives. Most Canadians have access to a number of
Canadian specialty channels as well as a number of American broadcast and cable
channels. In fall 2004, there were approximately 10.9 million households in
Canada with cable and/or satellite services.
A significant aspect of television broadcasting in Canada is simultaneous
program substitution, or simulcasting, a regulatory requirement under which
Canadian cable television systems with over 2,000 subscribers are required to
substitute the local Canadian signal, including the Canadian commercials, for
the broadcast of the identical program by a U.S. station when the two programs
are broadcast at the same time. As a result, the local Canadian broadcaster's
signal and advertisements appear on two or more cable channels simultaneously,
thereby increasing the size of the Canadian broadcaster's audience.
Direct-to-home satellite services also have program substitution obligations
under these regulations. Program substitution is primarily intended to
compensate Canadian broadcasters that have purchased exclusive local broadcast
rights for U.S. programs for the encroachment on their market by U.S.
broadcasters via cable and direct-to-home satellite services.
Television broadcasting in Canada is subject to cable priority carriage rules,
whereby cable systems with over 2,000 subscribers must carry the signals of
local broadcasters as part of their basic service. The guaranteed carriage
enjoyed by local television broadcasters under these rules is designed to ensure
that they reach cable households and enjoy advantageous channel placement.
Also important to television broadcasting operations is the specialty service
access rules, which require cable systems with more than 6,000 subscribers
operating in an English-language market to deliver each English-language analog
specialty and category 1 digital specialty service licensed for the area, other
than certain religious services, to the extent of available channels. Similarly,
direct-to-home satellite services must, by regulation, distribute all Canadian
specialty services, other than certain religious
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services. These rules help ensure wider carriage for Canadian specialty services
than might otherwise be secured through negotiation with the cable companies.
The CRTC has indicated that it intends to merge the licenses held by operators
of multiple cable systems into a maximum of three licenses per operator in a
given region. However, the CRTC has stated that rules related to the carriage of
programming services and program substitution must be maintained within this
regional licensing context.
In addition, Canadian broadcasters are required to show specified percentages of
programming of Canadian origin during a broadcast day and, specifically, during
the evening period.
The following table reflects the respective share of the English-language
audience held by the major Canadian networks and station groups in Spring 2004
as a percentage of both Canadian television and total television viewership:
SHARE OF SHARE OF
NETWORK OR STATION GROUP CANADIAN TELEVISION TOTAL TELEVISION
- --------------------------------- ------------------- ----------------
GLOBAL TELEVISION NETWORK AND OUR
"CH" STATIONS (1) 19.3% 13.2%
CTV 21.5 14.6
CBC 8.4 5.8
CHUM 8.0 5.5
Other Canadian broadcast stations 7.1 4.8
Pay and Specialty Canadian cable
channels 35.7 24.4
------------------- ----------------
Total English-language
broadcasting 100.0% 68.3%
=================== ================
- ---------------------------
Source: Bureau of Broadcast Measurement ("BBM") Spring 2004 Sweep, Monday to
Sunday, 6:00 a.m. to 2:00 a.m. adults ages 18 to 49.
(1) Includes our two CBC affiliated stations, but not our specialty cable
channels.
Television broadcasting in Canada is regulated by the CRTC. Canada maintains
significant restrictions on the foreign ownership of Canadian broadcast
television stations and specialty cable channels. For more information, see
"Regulation--Canadian Television."
OUR CANADIAN TELEVISION OPERATIONS
General
We are the one of the largest owners and operators of commercial broadcast
television stations in Canada, as measured by both revenue and operating income
before amortization. We own and operate 16 television stations licensed to
provide over the air television broadcasting services in eight provinces. Eleven
of our stations are licensed to provide over the air television broadcasting
services in eight provinces. Eleven of our stations comprise the Global
Television Network, which broadcasts to all major metropolitan areas in Canada,
including Toronto, Montreal, Vancouver, Ottawa, Calgary, Edmonton, Quebec and
Winnipeg and which covers an estimated 23.6 million people, or approximately 97%
of Canada's English-language market.
Three of our stations operate as independents under the "CH" brand with a
schedule that is distinct from our Global Television Network. Our "CH" brand
stations provide us with second stations covering several
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of the largest markets in Canada: Toronto/ Hamilton, Vancouver/ Victoria,
Ottawa/ Hull and Greater Montreal. The programming on our "CH" brand stations is
targeted at the adult audience ages 25 to 54, a more mature demographic group
than the 18 to 49 year old audience targeted by our Global Television Network.
Our CHCH station in Hamilton and our CHEK station in Victoria also offer a broad
range of local entertainment, news and information programming, while our
CH-Horizon (CJNT) station in Montreal also broadcasts multi-cultural
programming.
We also own two stations affiliated with the CBC, which were acquired as part of
the WIC transaction.
We also own Global Prime, a Canadian specialty channel
providing entertainment and information programming to the "baby boomer"
generation.
In November 2000, the CRTC awarded licenses to operate three new digital
Category 1 specialty channels and 27 new digital Category 2 specialty channels
to us and/or partnerships in which we have an interest. Cable and satellite
service operators that offer digital services are legally required to carry
Category 1 channels, and can carry Category 2 channels at their option. We
launched two Category 1 services, mentv (49% owned) and Mystery TV (50% owned)
and four Category 2 channels, Lonestar, DejaView, Fox Sports World Canada and
Xtreme Sports, in September 2001. In September 2003, we launched CoolTV, a
category 2 channel.
The following table sets forth the relative ranking and audience share of our
originating broadcast television stations in each of their respective
Demographic Market Areas or Extended Market Areas for Fall 2003/Spring 2004:
CALL STATIONS IN RANK IN AUDIENCE
SIGN DMA/EMA DMA/EMA (1) SHARE (1)
------- ----------- ----------- ---------
GLOBAL TELEVISION NETWORK:
Global Ontario CIII 13 2 11.4%
Global Quebec (2) CKMI 8 2 8.5
Global Vancouver CHAN 13 1 13.7
Global Calgary CICT 8 2 12.3
Global Edmonton CITV 8 2 12.3
Global Winnipeg CKND 8 2 12.3
Global Halifax CIHFNS 8 2 10.6
Global Saskatoon CFSK 7 2 11.0
Global Regina CFRE 7 2 10.9
Global Saint John CIHF-NB 8 2 8.8
Global Lethbridge (3)(4) CISA 8 2 14.6
CH TELEVISION SYSTEM:
Montreal, Quebec (2) CJNT 8 8 2.0
Hamilton, Ontario (5) CHCH 13 5 4.3
Victoria, British Columbia (6) CHEK 13 5 4.8
CBC AFFILIATES:
Okanagan-Kamloops, British Columbia CHBC 8 6 3.6
Red Deer, Alberta CKRD 8 4 3.6
- ---------------------------
(1) Monday to Sunday, Central Prime Time (8:00 p.m. to 11:00 p.m. in all
markets except Saskatchewan and Manitoba where, due to time zone
differences with U.S. border stations, Central Prime Time is 7:00 p.m. to
10:00 p.m.). For Toronto/Hamilton and Vancouver/Victoria, September 15,
2003 to December 21, 2003 and January 5, 2004 to May 30, 2004 BBM Meter
Research adults ages 18 to 49. All other markets: Fall 2003 and Spring
2004 average BBM Sweeps, adults ages 18 to 49.
(2) Based on English language stations only.
(3) BBM Area 8021 -- Lethbridge area.
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(4) CISA is a repeater of CICT Calgary.
(5) Rank and Share in the Toronto/Hamilton EMA.
(6) Rank and Share in Vancouver EMA.
Programming
Our Global Television Network targets adults ages 18 to 49, while our "CH" brand
stations target a more mature demographic, adults ages 25 to 54. The key
elements of our programming strategy are:
- purchasing exclusive Canadian broadcasting rights to entertainment
programs which appeal to our target audiences; and
- maximizing simulcasting opportunities.
We aggressively promote our television series and seek to develop viewer loyalty
by offering a consistent programming schedule. By purchasing exclusive Canadian
broadcasting rights to programming, we are able to control its distribution
throughout the country. We are also able to offset programming costs through
syndication to non-competing stations. We simulcast U.S.-originated programming
whenever possible in order to maximize our ratings and advertising revenue.
Substantially all of our acquired programming is purchased for national exposure
in Canada and the majority of the programming is produced within Canada and the
United States. In order to gain economies of scale, the programming is often
purchased for multiple levels, including telecast rights for our specialty and
digital television channels as well as our conventional television stations.
Many of our programming agreements are for multi-year program supply. Such
agreements are currently held with several major non-Canadian studios, including
Sony Pictures Television (Columbia), Fox, NBC-Universal, Paramount and CBS.
These agreements require suppliers to provide, and us to buy, pre-agreed amounts
of programming over one or more years. These agreements have provided price
stability for our program acquisitions and have enhanced our ability to retain
highly-rated U.S. network series programming and to acquire desirable new
programming while, at the same time, helping to soften the effect of the very
cyclical nature of most television programs.
Both our Global Television Network and our "CH" brand stations broadcast many of
the most popular programs in Canada. Among the many "hit" shows in our current
program schedules are a combination of recent entrants and established programs,
including Survivor, The Apprentice, Will and Grace, Everybody Loves Raymond, Las
Vegas, Without a Trace, Two and a Half Men, The Simpsons, NYPD Blue, Gilmore
Girls, That 70's Show, Malcolm in the Middle, Fear Factor and 24. Global
Television also broadcasts world class sporting events such as NFL football
(including the Super Bowl), Molson Indy, the Masters Golf Tournament and the
Wimbledon Tennis Finals. In 2002, Global Television introduced Global Showcase,
a series of Canadian documentaries from independent producers across all the
regions of Canada. Several of the programs have aired to strong national
acclaim, including Jenin: Massacring the Truth and Confrontation at Concordia.
Global Television's Wildcard (produced with Lifetime in the U.S.) continues to
be one of the highest-rated Canadian-produced series.
Since its launch in September 2001, Global National, Canada's only supper-hour
national newscast, has won several prestigious national awards including six
from the Radio-Television News Directors Association, four Leo awards for best
National newscast and best anchor as well as two Gemini nominations.
Strategically, Global National has enhanced the news "brand" and credibility of
many of Global television's local news and public affairs programs with
correspondents in Washington D.C., London, Tel Aviv and a large national bureau
in Ottawa. The combination of local and national news at the supper hour has led
to considerable expansion of news programming, especially in British Columbia,
Alberta and Ontario. Global British Columbia, for example, is now broadcasting
45 hours of local news programming per week and commands one of the largest
local English language news audiences in Canada.
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Ratings
The following table sets forth Global Television's audience shares and that of
its primary competitors in each of the Toronto/Hamilton and Vancouver/Victoria
markets for the 2003 and 2004 broadcast years:
AUDIENCE SHARE IN SELECTED MAJOR MARKETS (1)
PRIMETIME 7PM -11PM (2) RANK (3) 6AM - MIDNIGHT (2) RANK (3)
------------------------- --------- ------------------------- ---------
2003/2004 2002/2003 2003/2004 2003/2004 2002/2003 2003/2004
--------- --------- --------- --------- --------- ---------
TORONTO/HAMILTON (4):
CTV-CFTO 11.0% 11.9% 1 9.2% 9.9% 1
GLOBAL ONTARIO - CIII 10.6 11.0 2 8.7 8.9 2
CHUM - CITY 6.6 8.7 3 6.6 7.9 3
CBC - CBLT 6.4 5.3 4 4.8 4.0 4
"CH" BRAND - CHCH 4.3 5.2 5 3.7 4.3 5
CHUM - CKVR 2.4 2.8 6 2.0 2.3 7
Fox - WUTV 2.2 2.7 7 2.7 3.2 6
Rogers - CFMT 1.5 1.7 8 1.7 2.3 8
VANCOUVER/VICTORIA (5):
GLOBAL VANCOUVER - CHAN 12.6 11.8 1 13.0 12.0 1
CTV - CIVT 9.6 10.0 2 6.8 6.7 2
CBC - CBUT 7.5 8.0 3 6.2 6.6 3
"CH" BRAND - CHEK 5.0 5.7 4 4.2 4.3 4
CHUM-CKVU 4.8 5.5 5 3.7 4.1 5
CHUM - CIVI 3.5 3.4 6 2.5 2.5 6
Independent - KVOS 2.2 1.6 7 2.0 2.0 7
- ---------------------------
(1) Audience share among adults 18 to 49.
(2) September 15, 2003 to May 30, 2004 and September 16, 2002 to May 25, 2003.
(3) Based upon figures reported in this table.
(4) BBM Toronto Meter Data, September 15, 2003 to December 21, 2003 and
January 5, 2004 to May 30, 2004.
(5) BBM Vancouver Meter Data, September 15, 2003 to December 21, 2003 and
January 5, 2004 to May 30, 2004.
Advertising Sales and Revenue
Our Canadian television operations derive their revenue primarily from the sale
of broadcast air time to national, regional and local advertisers. For fiscal
2004, we derived over 85% of the advertising revenue relating to our Canadian
broadcasting operations from sales to national advertisers and the balance from
sales to regional and local advertisers. Under the terms of our broadcasting
licenses, our Global Ontario and Global Quebec stations may sell broadcast air
time only to national advertisers.
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Intangible Assets
Within our Canadian television operations, we have identified broadcast licences
in the amount of $494.9 million. These assets have indefinite lives.
CANADIAN PUBLISHING INDUSTRY
The Canadian newspaper industry is comprised of over 100 daily paid circulation
newspapers and numerous non-daily paid and free-distribution publications. The
industry is mature and is dominated by a small number of major publishers. We
are the largest newspaper publisher in Canada, with 29% of average weekly
circulation in 2003, ahead of Quebecor Inc. (22%), Torstar Corporation (14%),
Power Corporation (9%), Bell Globemedia (6%), Osprey Media (6%) and others
(14%).
Total Canadian daily newspaper industry revenue was $3.2 billion in 2003, with
79% derived from advertising and the balance of 21% coming from circulation.
Advertising revenue and, to a lesser extent, circulation revenue are cyclical
and dependent upon general economic conditions. Historically, increases in
advertising revenue have corresponded with periods of economic growth, while
decreases have corresponded with general economic downturns and regional and
local recessions. Daily newspaper advertising revenue increased by 0.8%, or
$18.8 million in 2003 following a decrease of 0.3%, or $8.5 million in 2002.
Declines in 2001 and 2002 followed six successive years of growth from the $1.8
billion posted in 1994.
Daily newspaper circulation revenue decreased slightly from $692.7 million in
1995 to $682.6 million in 2003 as price increases partially offset receding
demand. The median single copy price for a weekday edition of a Canadian daily
newspaper increased from $0.65 in 1995 to $0.80 in 2003, partly in an attempt by
newspaper publishers to offset the impact of significant increases in newsprint
prices during earlier periods. Average daily newspaper circulation declined 1.5%
in 2003 to 4.9 million copies from 5.0 million copies in 2002.
OUR PUBLISHING OPERATIONS
General
We are the largest publisher of daily newspapers in Canada, as measured by
circulation, revenue and operating income before amortization. Our publications
include 10 daily metropolitan newspapers, all of which serve markets also
reached by our broadcast television signals. In addition, we own and operate
several other newspapers, shopping guides and newspaper-related publications. We
also own the National Post, one of Canada's two national daily newspapers.
Our newspapers have an average daily paid circulation of 1.4 million copies,
representing 34.9% of Canada's daily average English-language newspaper
circulation, and an estimated average daily readership of 2.9 million people in
2003. Most of our newspapers have the highest circulation among publications in
their markets. The high cost associated with starting a major daily newspaper
operation constitutes a barrier to entry to potential new competitors to larger
daily newspapers. While internet advertising may become more competitive in the
future, it has not yet had a significant impact on revenue or operating income
before amortization of our publishing assets.
Circulation
The following table provides circulation statistics for the six months ended
September 30, 2004 for the major newspapers (excluding the National Post):
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2004 2003
AVERAGE AVERAGE
DAILY MARKET DAILY MARKET
NEWSPAPER CMA CIRCULATION POSITION CIRCULATION POSITION
- ------------------- --------------------------- ----------- -------- ----------- --------
The Vancouver Vancouver, British 187,693 1 197,047 1
Sun Columbia
The Province Vancouver, British Columbia 159,746 2 166,894 2
The Gazette Montreal, Quebec 138,151 1(1) 142,885 1(1)
Ottawa Citizen Ottawa, Ontario 133,745 1 135,000 1
The Edmonton Journal Edmonton, Alberta 128,083 1 130,238 1
Calgary Herald Calgary, Alberta 118,474 1 116,106 1
The Windsor Star Windsor, Ontario 74,051 1 74,764 1
The Times Colonist Victoria, British Columbia 72,148 1 70,465 1
The Star Phoenix Saskatoon, Saskatchewan 54,582 1 55,459 1
The Leader Post Regina, Saskatchewan 50,392 1 50,558 1
- ---------------------------
(1) Number one English-language newspaper; number three overall.
Source: September 30, 2004 ABC FAS-FAX, released November 1, 2004.
The National Post had average daily circulation of approximately 247,784 for the
six months ended September 30, 2004 (2003 - 251,517). The National Post was
developed from The Financial Post, a daily business newspaper based in Toronto.
Since its launch on October 27, 1998, the National Post has established a large
national readership with attractive demographics. The National Post's sole
competitor as a national newspaper is The Globe and Mail. In Toronto, the
National Post competes with the Toronto Star, The Toronto Sun and The Globe and
Mail.
The National Post is printed at our facilities in Calgary, Regina, Montreal and
Ottawa, and by third-party printing contractors in Vancouver, Winnipeg, Toronto,
Borden, and St. John's.
Raw Material
Newsprint comprised approximately $136 million, or 15% of the total costs of our
publishing operations for the year ended August 31, 2004 and approximately $134
million or 16% of the total costs of our publishing operations for the year
ended August 31, 2003. Newsprint is a commodity that can be subject to
considerable price volatility, however, pricing has been relatively stable over
the past two years. In fiscal 2004 our cost of newsprint increased by 2% over
the prior year. Our publishing operations use approximately 184,000 metric tons
of newsprint per year.
Advertising Sales and Revenue
Our Canadian Publishing Operations derive revenue primarily from the sale of
advertising to national, regional and local advertisers and from subscription
revenue. For the year ended August 31, 2004, we derived approximately 77% of our
total revenues from advertising and approximately 21% from subscriptions.
Intangible Assets
Within our publishing operations, we have identified finite life intangible
assets consisting primarily of circulation lists in the amount of $75.7 million,
net of accumulated amortization. The circulation lists have an expected
remaining useful life of 36 years. In addition, we have identified newspaper
mastheads in the amount of $338.9 million. These assets have indefinite lives.
ONLINE OPERATIONS
Our internet and new media strategy is to create a strong internet presence to
leverage our content across multiple platforms, provide integrated solutions to
our advertisers and to cross-promote our publishing, broadcasting and internet
operations. We intend to capitalize on the promotional capabilities
15
of our publishing and broadcasting assets to create Canada's leading network of
local content websites. The internet is complementary to our existing businesses
and a significant potential source of revenue.
Our internet operations include the following:
- canada.com
canada.com is one of Canada's leading online news and information
destinations, averaging approximately 92 million page views and three
million unique users per month. canada.com features content from
newspapers, television, city sites, classifieds, radio and channels of
specialty content. canada.com provides many online services including
email, newsletters, headlines, weather, search functions, maps, television
listings and a business center.
- FP DataGroup
The Financial Post DataGroup is a source for corporate and financial
information on publicly traded Canadian companies and mutual funds. FP
DataGroup offers a wide range of financial information products both
online and in print. Money managers, investment professionals, individual
investors and information professionals use FP DataGroup products to make
investment decisions and perform in-depth research on companies and
industries.
- Infomart
Infomart is an aggregator of same day and archival Canadian news, business
information and corporate data, providing clients with access to more than
250 full-text news and business sources -- from major Canadian dailies and
newswires to regional community papers, TV and radio transcripts,
corporate databases, specialty trade journals and magazines. Infomart.ca
provides a range of work modules that support desktop and
cross-organizational research, media-monitoring and distribution of
results.
AUSTRALIAN OPERATIONS
INDUSTRY OVERVIEW
Australia has five national broadcast networks and several unaffiliated regional
commercial operations. Two of the national broadcast networks, the Australian
Broadcasting Corporation and the Special Broadcasting System, are
government-owned and largely commercial-free.
Three national networks, Seven, Nine and Network TEN, are privately-owned and
broadcast commercial television to substantially all of the Australian
population, including the major metropolitan areas of Sydney, Melbourne,
Brisbane, Adelaide and Perth. Unaffiliated broadcasters serve rural areas and
broadcast programs purchased from some or all of these three networks.
Australia also has two metropolitan pay television operators and one regional
pay television operator, which broadcast primarily via cable and direct to home
satellite delivery technologies. In 2004, there were approximately 700,000 cable
subscribers, located primarily in metropolitan markets, and 750,000 satellite
subscribers, located primarily in rural areas. While pay television operators
have been permitted to broadcast paid advertising since July 1997, federal
legislation requires that subscription fees remain the predominant source of
revenue for pay television operators.
NETWORK TEN
We have a 56.6% economic interest in Network TEN. Through its wholly-owned and
affiliated stations, Network TEN covers 19 million people, or approximately 90%
of Australia's total population. In 1992, we organized a consortium which
acquired Network TEN for total consideration of A$236.0 million.
16
Since then, Network TEN has increased earnings by targeting selected demographic
groups, expanding signal coverage and controlling operating costs.
Network TEN owns and operates television stations in the five major capital
cities of Australia, Sydney, Melbourne, Brisbane, Adelaide and Perth, and has
affiliate arrangements with regional broadcasters serving regional markets.
Programming
Network TEN sources programming material from international and Australian
sources. Both prime-time and off peak schedules include a mix of local and
international content. While Network TEN's programming appeals predominantly to
the 16 to 39 demographic, it is also increasingly popular with the broader 25 to
54 demographic. Local content regulations also place certain minimum
requirements on drama, documentary and children's programming as well as an
overall domestic quota. Although Australian programming is generally more
expensive to acquire than foreign programming, it generally attracts more
viewers. As a result, Network TEN schedules a mix of Australian and foreign
shows to maximize ratings while controlling costs.
Network TEN purchases most of its non-Australian programming from major U.S.
studios. It has acquired Australian rights to shows that are popular with its
target audience, such as Charmed, Everybody Loves Raymond, Queer Eye for the
Straight Guy, The Simpsons, and the Law & Order franchise. By obtaining "run of
series" commitments, Network TEN ensures these series remain with the network
for as long as they are produced. In addition, Network TEN enters into
multi-year supply agreements with U.S. and other non-Australian production
companies in order to acquire Australian rights to desirable programming at
fixed prices.
Network TEN produces news, local sports and a limited number of other programs
in-house, while entertainment programs are acquired from independent Australian
producers. In-house productions include the sports programs Sports Tonight and
RPM, the news program Meet the Press, the afternoon children's programs Totally
Wild and Cheez TV and the breakfast program Good Morning Australia.
Entertainment programs commissioned from Australian production companies include
Australian Idol, Big Brother, Neighbours, The Panel and Rove Live. For
commissioned programs, Network TEN typically maintains an active role in the
creative process. Network TEN seeks sponsorship of certain of its programs by
advertisers and employs on-air promotion as well as radio and print advertising
to market both the network and its programming.
Domestic production is a combination of news, sport, drama, light entertainment
and children's programming. News and some sports are produced internally, but
most entertainment programming is acquired from independent producers. Australia
has a large and efficient independent production sector that supplies
programming to all commercial and government broadcasters.
Network TEN is the major broadcaster of Australia's top football code, the AFL.
Network TEN hosts exclusive coverage of the finals series, including the Grand
Final. Motorsports have surged in popularity through Network TEN's coverage of
Formula One, the Indy Cars, the World Motorcycle Championships, the World and
Australian Rally Championships and the V8 Supercar Championships.
Market Share and Ratings
Television advertising expenditures in Australia were approximately A$3.3
billion in 2004, representing approximately 35% of total major media advertising
expenditures of approximately A$9.3 billion. Sydney, Melbourne, Brisbane,
Adelaide and Perth, all of which are reached by Network TEN's owned and operated
stations, account for approximately 78% of all television advertising
expenditures in Australia. The following table sets forth advertising market
shares of Australia's three commercial networks:
17
TELEVISION ADVERTISING MARKET SHARES
TWELVE MONTHS ENDED JUNE 30,
-------------------------------------------
NETWORK 2000 2001(1) 2002 2003 2004
- ------- ---- ------- ---- ---- ----
NETWORK TEN 24% 23% 27% 29% 30%
Nine 41 38 39 39 39
Seven 35 39 34 32 31
- ---------------------------
(1) Includes the Sydney 2000 Olympics, aired by Seven.
Source: Free TV Australia.
Network TEN differentiates itself from other broadcasters by focusing primarily
on the young adult demographic. The table below sets forth commercial network
audience shares for calendar years: 16 to 39 year olds (Sunday-Saturday 6:00
p.m. to 10:30 p.m.) for each of the three national commercial networks:
AUDIENCE SHARE
TWELVE MONTHS ENDED DECEMBER 31,
-------------------------------------------
NETWORK 1999 2000(1) 2001 2002 2003
- ------- ---- ------- ---- ---- ----
NETWORK TEN 30% 31% 34% 37% 37%
Nine 37 36 33 34 35
Seven 33 33 33 29 28
- ---------------------------
(1) Excluding the impact of the Sydney 2000 Olympics.
Source: 2001-2003 OzTam television ratings; 1999-2000 AC Nielsen television
ratings data.
Intangible Assets
Within our Australian television operations, we have identified broadcast
licences in the amount of $228.4 million. These assets have indefinite lives.
EYE CORP.
Eye Corp. is one of Australia's premier out-of-home advertising companies. In
December 2000, Network TEN acquired a 60% interest in Eye Corp. and then in
August 2002 acquired the remaining 40% interest.
Eye Corp., which was created from the consolidation of several smaller players,
has become the second largest out-of-home advertising company in the
marketplace, following APN News and Media Limited, which we estimate controls
60% of the domestic market.
Eye Corp.'s operations are comprised of five divisions:
- Eye Drive, which has Australia's second largest stable of large
format outdoor signage, and includes inventory of nearly 350 sites;
- Eye Fly, which has approximately 1,000 strategically located signs
within all of Australia's domestic and international air terminals,
giving Eye Fly 100% of the Australian airport market;
18
- Eye Shop, which controls more than three thousand "eyelites" through
more than 95 leading shopping centers across Australia and New
Zealand;
- Adval, which is a visual merchandising and point-of-sale supplier to
leading retailers; and
- the overseas division, which has made substantial inroads into
southeast Asian markets, including Indonesia and Malaysia and
encompasses large format outdoor advertising and internal airport
signage.
Intangible Assets
Within our Australian outdoor advertising operations, we have identified
intangible assets in the amount of $25.0 million. These assets have an expected
remaining useful life of 38 years.
OUR ECONOMIC INTEREST IN NETWORK TEN
Network TEN is owned and operated by The TEN Group Pty Limited ("TEN Group"), an
Australian private company. Approximately 84.3% of the ordinary shares of TEN
Group are held by Ten Network Holdings Limited, a public company listed on the
Australian Stock Exchange. We own approximately 14.5% of the ordinary shares of
TEN Group, representing a 14.5% voting interest (the maximum voting interest
that any one foreign person may own in an Australian television broadcaster
under present Australian law is 15%). We also own all of the subordinated
debentures and convertible debentures of TEN Group. The subordinated debentures
have an aggregate principal amount of A$45.5 million and pay interest at a rate
determined with reference to dividends to holders of ordinary shares. The
convertible debentures have an aggregate principal amount of A$45,500 and pay
interest at a market rate. The combination of our ordinary shares and
subordinated debentures yield payments equivalent to approximately 56.6% of all
payments made to TEN Group security holders.
The convertible debentures are convertible upon payment of an aggregate of
A$45.5 million into a number of ordinary shares, which would represent
approximately 49.2% of the issued and outstanding ordinary shares of TEN Group
at the time of conversion. Under current regulations with respect to foreign
ownership in Australia, we cannot exercise the conversion privilege.
Under TEN Group's corporate constitution, we are entitled to nominate three of
TEN Group's 13 directors. Other specified shareholders have the right to
nominate two directors, the shareholders of Ten Network Holdings Limited have
the right to nominate seven directors and the remaining director is nominated by
the board and serves as chair. The corporate constitution also provides for
pre-emptive rights, which allow us to purchase new securities issued by TEN
Group to maintain our economic interest, subject to foreign ownership
restrictions under Australian law.
The corporate constitution of TEN Group requires the distribution of annual
dividends to the maximum amount permitted by law, subject to first making
provisions for working capital, capital expenditures and corporate development
activities, as well as compliance with the terms of any financing facilities
that may be in place from time to time.
NEW ZEALAND OPERATIONS
In New Zealand, we own a 70% interest in CanWest MediaWorks (NZ), a company
listed on the New Zealand Stock Exchange. CanWest MediaWorks (NZ) was formed in
2004 and in July 2004 it acquired our New Zealand radio and television
operations, Radio Works and TVWorks. TVWorks operates the leading privately
owned free-to-air television group in New Zealand and RadioWorks operates one of
the leading radio businesses in New Zealand.
19
TELEVISION INDUSTRY OVERVIEW
The New Zealand television industry includes two major free-to-air network
operators, a pay television provider and several smaller UHF operators. Through
its two free-to-air channels, TV One and TV2, the Government owned TVNZ has a
58% viewer share. Effective in July 2002, a new charter which imposes
significant social obligations on TVNZ came into effect. Previously, TVNZ was
more purely focused on commercial operations. TVWorks operates two national
free-to-air television networks, 3 and C4. TVWorks has an aggregate viewer share
of approximately 25%. 3 and C4 are transmitted through VHF frequencies reaching
98% and 75% of the population of New Zealand respectively, and are available on
the SKY TV digital satellite platform. SKY TV operates direct-to-home
subscription networks, and has a current market penetration of approximately 38%
of homes in New Zealand. Prime TV operates a free-to-air UHF television service
which covers 95% of New Zealand's population. Prime TV is limited due to the low
number of homes which are equipped with UHF receivers. Its audience share is
approximately 4%. In addition, there are a number of small local UHF operators.
TVWORKS
TVWorks owns and operates the 3 and C4 television networks. In October 2003, TV4
was relaunched as C4, a free-to-air music and youth programming television
network. While 3 targets adults ages 18 to 49, C4 caters to a younger
demographic of adults ages 15 to 39. 3 and C4's signals reach approximately 98%
and 75% of the New Zealand population, respectively.
Market Share and Ratings
Television advertising expenditures in New Zealand were approximately NZ$592
million for the twelve months ended December 31, 2003, representing
approximately 34% of total advertising expenditures of NZ$1.758 billion.
Television advertising expenditures increased by 15% for calendar 2003 compared
to the prior year. In the five year period to December 31, 2003 total
advertising expenditures increased by an average of 5% per year.
The New Zealand television industry generates its revenue from the sale of
advertising time. The distribution between TVNZ and 3 and C4 of their combined
television market share (based on revenue) as estimated by us is set out below:
ADVERTISING MARKET SHARE
YEAR ENDED MARCH 31,
2000 2001 2002 2003 2004
---- ---- ---- ---- ----
3/C4 24.7% 24.8% 25.1% 27.3% 27.3%
TVNZ 75.3 75.2 74.9 72.7 72.7
The table below sets forth audience shares of New Zealand's commercial
television networks during prime-time viewing hours:
20
AUDIENCE SHARE (1)
YEAR ENDED MARCH 31,
2000 2001 2002 2003 2004
---- ---- ---- ---- ----
3 23% 22% 23% 25% 23%
C4 3 3 4 3 2
TV One 31 33 30 29 30
TV2 34 33 31 31 28
SKY/Other 8 9 12 12 17
- ---------------------------
(1) Among adults 18 to 49 (Sunday - Saturday 6:00 p.m. to 10:30 p.m.)
Source: AC Nielsen
Programming
3's long-term programming strategy is designed to improve the ratings
performance of both domestic productions and foreign series among its targeted
demographic audience.
3 operates a significant news and current affairs department, responsible for
over nine hours of peak programming and three and a half hours of off-peak
programming weekly. News and current affairs programming is in constant high
demand by advertisers and attracts premium rates. Sports play an integral role
in the 3 programming schedule. 3 has free-to-air rights for rugby and cricket,
New Zealand's two highest profile sports.
3's entertainment programming strategy has positioned it as a young adult
oriented network with a distinctive and fresh image. This has been achieved
principally by the acquisition and exhibition of entertainment programming
targeted at the 18 to 49 age demographic, the most attractive audience group to
New Zealand advertisers and their agencies. 3 reaches its chosen target audience
through a combination of New Zealand-produced programming, United States network
series and other international programming, primarily from Australia and the
United Kingdom.
3 dominates the crime drama genre with popular shows CSI: Crime Scene
Investigation, New Zealand's number one television drama series, CSI: Miami, Law
& Order: Special Victims Unit, Law and Order: Criminal Intent and 24. 3 has
recently secured the rights to broadcast the new CSI: New York commencing in its
2005 financial year. All three CSI franchises are now on "life-of-series"
agreements, ensuring continued access to these popular programs.
Reality hit shows like Survivor, as well as comedies such as The Simpsons, That
70's Show, Malcolm in the Middle and Sex and the City round out the network's
top-performing international programs. The majority of 3's international
programming is obtained from major United States studios such as FOX, Paramount,
Universal and CBS pursuant to multi-year program purchase agreements. These
agreements provide 3 with certainty of supply at agreed prices and enable the
network to provide popular movies like Bridget Jones' Diary, Moulin Rouge,
Shallow Hal, Spy Game, Behind Enemy Lines, American Pie 2 and The Others.
3's New Zealand-produced programming is acquired from a range of independent
production companies or produced in-house. 3 sources programming from
independent production companies by either commissioning the production of new
programs or purchasing the free-to-air rights of programming already produced.
Programs recently commissioned by 3 include Target, Hot Property, Inside New
Zealand and Sticky TV.
In October 2003, TV4 was relaunched as C4, with a youth music format. The
channel runs themed or "destination" programming focused upon specific musical
genres, but is open to format changes based
21
upon viewer surveys. New Zealand music plays a key role on the channel. C4
screens TV4's popular cartoon comedy South Park, and has just completed an
agreement with MTV to bring the best of its youth programming to C4.
Intangible Assets
Within our New Zealand television operations, we have identified broadcast
licences in the amount of $4.4 million.
RADIO INDUSTRY OVERVIEW
There are effectively two major groupings of stations in New Zealand, which
account for 90% of radio revenues for the year ended December 31, 2003, as
follows:
APPROXIMATE
STATION GROUP REVENUE SHARE
- ----------------------- -------------
The Radio Network (TRN) 46%
RADIOWORKS 44
Others 10
-------------
100%
=============
Radio advertising revenue in New Zealand was approximately NZ$224 million for
the twelve months ended December 31, 2003, representing approximately 13% of
total advertising expenditures. This represents an increase of NZ$21 million or
10% over the previous year.
New Zealand deregulated its radio broadcasting industry in 1989. This
deregulation made it easier for new broadcasters to enter the industry, removed
foreign ownership restrictions, facilitated the use of new technologies and
separated the government's commercial and non-commercial radio interests. While
the government issues licenses and controls technical parameters, its policy is
for the radio industry to self-regulate the format, style and content of radio
broadcasts, provided that broadcasters meet standards for good taste and decency
and respect privacy laws. As a result of these changes, there has been a
significant increase in the number of commercial radio stations operating in New
Zealand, from 56 in 1989 to over 200 today. Current government policy is that
any further allocation of radio spectrum will be restricted for use by "not for
profit or community service groups." This policy effectively secures the market
for existing commercial radio operators.
RADIOWORKS
RadioWorks operates five national network stations and 27 local or regional
stations. The five national networks are Radio Pacific (AM) (a talkback format)
targeted at the older demographic; Solid Gold (FM) (a classic hits format also
targeted at the older demographic); The Rock (FM) (targeted to mainly males in
the 18 to 34 age group); The Edge (FM) (a contemporary station targeting a young
audience with current hits); and Channel Z (FM) (slightly alternative urban rock
also targeting the younger audience). In addition, five stations are operated
under the More FM brand targeting the 25 to 39 age group. The 22 local stations
cover various cities and towns across the country. They operate under specific
location brand names and are mainly adult contemporary in format, targeting a
"middle market" position. We estimate that our signal reaches 99% of the New
Zealand population. RadioWorks covers both urban and rural markets and virtually
the full range of formats.
Ratings
In the March 2004 surveys of New Zealand's largest five markets, we achieved the
following ranking position for audience share (music stations - all listeners
aged 10 plus); Auckland - fourth and fifth;
22
Christchurch - first, second, third and fourth; Wellington - first, third and
fifth; Waikato - second and third; Dunedin - first, second and third.
Intangible Assets
Within our New Zealand radio operations, we have identified broadcast licences
in the amount of $11.5 million.
REPUBLIC OF IRELAND OPERATIONS
We own 45% of TV3, the only privately-owned broadcast television network in the
Republic of Ireland.
INDUSTRY OVERVIEW
Prior to the launch of TV3 Ireland in September 1998, the Irish television
industry consisted of three national networks, RTE1, Net 2 and TG4, which are
all available free-to-air and through cable, satellite and MMDS. In addition to
commercial advertising revenue, these three networks are publicly funded and
operate under the auspices of RTE, the state-owned broadcast organization. TV3
Ireland is the first and only privately owned independent commercial television
channel in the Republic of Ireland. TV3 targets the 15 to 44 age group and is a
full service FTA television network offering a mix of domestic and foreign
general entertainment programming.
In addition to the four Irish channels, the major UK terrestrial channels, each
of which serves Northern Ireland, including BBC1, BBC2, ITV (Channel 3), Channel
4 and Channel 5, are available to some or all Republic of Ireland viewers
off-air, satellite to cable or MMDS. In addition, Sky One and other pay services
are available on cable, MMDS or satellite. In April 2002, the four Irish
terrestrial channels, including TV3, were made available on the "family package"
offered by Sky Digital Satellite in the Republic of Ireland. The addition of Sky
satellite distribution added to the 94% terrestrial coverage of TV3, making it
technically available to essentially every Republic of Ireland home.
TV3 reaches approximately 31% of Northern Irish homes off-air through
transmitters located in the northern part of the Irish Republic.
Overall, approximately 61% of the Irish television households are served by
cable, MMDS or satellite services, reaching up to 89% in the major urban
markets, including Dublin. Those homes served by retransmission systems or
capable of receiving terrestrial overspill of the major UK channels now account
for 78% of all homes nationally. In recent years, Sky Digital has grown its
subscribers to approximately 292,000 Irish homes, which consequently receive a
host of UK based services not available on the spectrum-limited cable services.
In 2003, television advertising expenditures in the Republic of Ireland were
expected to have generated approximately (euro)195 million, representing
approximately 17% of total advertising expenditures of (euro)1.16 billion. This
is supplemented by additional expenditures on advertising in the UK on services
which reach into the Republic of Ireland, which expenditures are targeted at
consumers in the Republic of Ireland. In calendar 2003, the television
advertising market decreased approximately 6%.
TV3
TV3 Ireland quickly demonstrated the need for a third mainstream station. It has
filled the gap between RTE1's older audience and Net 2's youthful franchise.
With the addition of TV3 Ireland, there has been repatriation of Irish audiences
and growth in the number of people viewing Irish channels each month.
After six years on-air, TV3 Ireland has again achieved year on year growth in
terms of market share, expanding on its position in the market, second only to
Irish state owned and funded RTE One. The first six months of calendar 2004 saw
TV3 increase its peak audience share by 12% over the same period in 2003.
23
PEAK AUDIENCE SHARE
JANUARY TO JUNE 2004
NETWORK
- -------
TV3 14%
RTE1 32
Net2 12
UTV 8
Source: AC Nielsen: All individuals in the Republic of Ireland.
TV3 Ireland offers a wide variety of programming, including news, factual,
comedy, drama, sports and local interest programming. The schedule is a mix of
domestic and foreign programming.
TV3 Ireland's programming is targeted to the 15 to 44 age group, audiences which
are in high demand by Irish advertisers and which TV3 Ireland has proved to have
been previously neglected in the Irish market. TV3 Ireland has quickly
established itself with the viewing audience through the introduction of
programs to the Irish market like Law and Order: Special Victims Unit, Will and
Grace, Malcolm in the Middle, and recently the most popular non-U.K. acquired
series Sex and the City. The tradition of U.S. movie premieres on a Sunday
evening has continued with such titles as Ocean's Eleven, Perfect Storm, Men in
Black and Swordfish.
In 2001, as part of the agreement by which Granada acquired an interest in TV3,
two new titles moved to TV3, Coronation Street and Emmerdale, which was new to
Irish broadcasting at 7:00 p.m. These programs have improved the audience share
for the 7:00 to 8:00 p.m. time-band and have greatly enhanced viewing of later
programs. Other Granada products, like Heartbeat, the Royal, and I'm a Celebrity
- - Get Me Out of Here, have further improved the channel. Support for TV3
Ireland's coverage of Europe's prime club soccer tournament, the UEFA Champions'
League has increased, with particularly good audiences for the season that began
in September 2001. During 2002, TV3 also completed a four-year agreement to
broadcast Ireland home international soccer matches on a taped live basis. The
agreement also provides TV3 access to broadcast a minimum of five important
senior domestic soccer matches each year. Coupled with the recent renewal of the
Champion Leagues' telecasts from 2003 to 2006, TV3 has a comprehensive line-up
of Irish and European professional soccer to offer viewers and advertisers. TV3
also retains certain exclusive territorial rights for Irish International Soccer
home matches in a multi-year agreement with the Irish Football Association.
TV3 Ireland recognizes the importance of relevant domestic programming and in
2003 invested over 50% more in domestic programming than it did in programming
acquired from outside the country. In September 2003 the channel was required by
its license to increase Irish produced programming to 25% of its output. TV3
exceeds this requirement. In addition to three daily news bulletins, TV3 Ireland
produces Sports Tonight, Week in Review, periodic news specials, and Ireland AM,
Ireland's first morning breakfast television service, which quickly established
itself as the number one breakfast choice in Ireland. Ireland AM is a live,
weekday magazine and lifestyle program. Building on its success, the program was
expanded to three hours daily, now 7:00 a.m. to 10:00 a.m. The program now has
viewing greater than the accumulated audiences of all its breakfast program
competitors available in the market. Fall 2004 will see the introduction of a
new political affairs program hosted by TV3's political correspondent. The
weekly program will air Sundays adjacent to TV3 news. TV3 recently concluded an
agreement with the UK's Channel 5 related to the production of a three-part
documentary series by an Irish independent and set in the British Isles.
As part of a strategy to build a strong inventory of Irish dramatic programs,
TV3 continues to actively invest in Irish theatrical productions. Since its
launch in 1998, TV3 has invested in a recreation of the events of "Bloody
Sunday," a pivotal event in modern Irish history, Map Maker, Watermelon, and
Halo
24
Effect, with total independent Irish film investment budgets of over (euro)8
million. In the past year TV3 has also invested in an Irish film, The Mighty
Celt, starring Gillian Anderson.
Intangible Assets
Within our Irish television operations, we have identified broadcast licences in
the amount of $2.4 million. These assets have indefinite lives.
SEASONALITY
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.
EMPLOYEES
As at August 31, 2004 our Canadian television operations employed approximately
2,100 people on a full-time equivalent basis. Approximately 50% of our Canadian
broadcasting employees are employed under a total of 15 collective agreements.
Three of these agreements are in negotiation or conciliation. In 2004, one
agreement will expire and in 2005 an additional three will expire. Thirteen of
our bargaining units are with the Communications, Energy and Paperworkers Union
of Canada. During 2001, this union applied to consolidate these 13 bargaining
units (representing approximately 950 employees) into a single bargaining unit.
The Canadian Labour Board has not yet released its decision with respect to that
application.
As at August 31, 2004 we had approximately 5,700 full-time and full-time
equivalent employees of our publishing and online assets. Approximately 60% of
these employees are employed under a total of 45 collective agreements. Two of
these collective agreements are in negotiation, an additional 12 will expire in
2004 and a further 10 will expire in 2005. In general, our collective agreements
cover operations at individual publications or business locations, rather than
multiple locations.
Canadian newspaper operations experienced one work stoppage in fiscal 2003.
Collective bargaining in Victoria at The Times Colonist commenced in April 2002
to renew agreements that expired December 31, 2001. Four unions representing 300
employees went on strike from September 2, 2002 until a new contract was agreed
upon on November 4, 2002. The term of the new collective agreement runs to
December 31, 2004.
In Australia, Network TEN and Eye Corp. employed approximately 1,200 full-time
employees at August 31, 2004. Approximately 30% are represented by labor unions.
In New Zealand, as at August 31, 2004 TVWorks had 315 employees, and RadioWorks
had approximately 600 employees. In the Republic of Ireland, TV3 had 178
employees. None of our employees in New Zealand or the Republic of Ireland are
represented by trade unions.
We employ approximately 53 people at our corporate and international offices.
Our Business Services Centre employs 167 people, and our customer contact center
employs 157 people.
Collective bargaining agreements to which we are subject vary as to the number
of employees covered and content. We believe we have satisfactory relationships
with unionized and non-unionized employees.
ENVIRONMENTAL PROTECTION
Substantially all of our operations are subject to laws and regulations
concerning, among other things, 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. We
believe all of
25
our operations, including our publishing operations, are in compliance with
applicable environmental protection laws and our own internal environmental
compliance standards in all material respects. Ensuring environmental compliance
has not given and is not expected to give rise, in the aggregate, to any
material adverse financial or operational effects upon our business.
Nevertheless, more stringent environmental laws as well as more vigorous
enforcement policies or discovery of previously unknown conditions requiring
remediation could result in additional costs that may have such effects.
RISKS RELATING TO OUR DEBT
OUR SUBSTANTIAL DEBT COULD ADVERSELY AFFECT OUR FINANCIAL CONDITION AND PREVENT
US FROM FULFILLING OUR OBLIGATIONS UNDER THE NEW NOTES.
We have a substantial amount of debt. As of August 31, 2004, we had $2,872
million in consolidated long-term debt (including the current portion) and
consolidated shareholder's equity of $1,182 million, resulting in a total debt
to capitalization ratio of 71%. Our existing consolidated debt includes
obligations under our senior notes, our senior subordinated notes, our junior
subordinated notes and our credit facility. As of August 31, 2004, the negative
covenants under our credit facility would have permitted additional borrowings
of $413 million.
In November 2004, we refinanced our $903 million junior subordinated notes
through the issuance of US$761 million of new senior subordinated notes.
Our substantial indebtedness could have important consequences. For
example, it could:
- require us to dedicate a substantial portion of our cash flow from
operations to payments on debt, which will reduce amounts available
for working capital, capital expenditures, marketing, product and
program development and other general corporate purposes;
- limit our flexibility in planning for, or reacting to, changes in
our business and the industries 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, including debt under our credit facility,
bears interest at variable rates. An increase in the interest rates on the debt
will reduce the funds available to repay the new notes and other debt and for
operations and future business opportunities and will intensify the consequences
of our leveraged capital structure.
The terms of our credit facility, the indentures governing our existing senior
notes and senior subordinated 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.
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 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.
26
Based on the amount of our current indebtedness we estimate annual cash needs of
approximately $232 million to pay cash interest expense. In addition, our
scheduled principal payments for fiscal 2005 will amount to $8 million assuming
we refinance $25 million in TV3 Ireland debt at its maturity in December 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 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 on or before maturity. We cannot assure you that we will be able to
refinance any of our debt on a timely basis or on satisfactory terms, if at all.
In addition, the terms of our existing debt and other future debt may limit our
ability to pursue any of these alternatives.
OUR OUTSTANDING INDEBTEDNESS IMPOSES OPERATIONAL AND FINANCIAL RESTRICTIONS ON
US. OUR CREDIT FACILITY AND THE INDENTURES THAT GOVERN OUR EXISTING SENIOR NOTES
AND SENIOR SUBORDINATED NOTES IMPOSE OPERATIONAL AND FINANCIAL RESTRICTIONS ON
US.
Our credit facility and the indentures that govern our existing senior notes and
senior subordinated 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;
- 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 terms of our indebtedness 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 August 31, 2004, the aggregate amount drawn
under our credit facility was $778 million and an additional $38 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.
27
RISKS RELATING TO OUR BUSINESS
MULTIPLE CLASS STOCK; CONTROL OF THE COMPANY BY HOLDER OF MULTIPLE VOTING SHARES
All of CanWest's multiple voting shares and 3,462,894 of its subordinate voting
shares are held by CanWest Communications Corporation, the shares of which are
indirectly owned and controlled by Mrs. Ruth M. Asper and trusts for the benefit
of members of the family of the late Israel Asper, including his three children,
David A. Asper, Gail S. Asper and Leonard J. Asper, who are senior officers and
directors of us. CanWest Communications Corporation, certain of its affiliates,
the trusts, Mrs. Ruth M. Asper and the three children (as voting trustees) have
entered into a voting agreement which requires the CanWest multiple voting
shares held by CanWest Communications Corporation to be voted as Mrs. Ruth M.
Asper and the three children determine.
The voting agreement also requires the multiple voting shares held by CanWest
Communications Corporation to be voted in favor of nominees to the CanWest Board
of Directors who are nominated by David Asper, Gail Asper and Leonard Asper, and
who together will be sufficient to constitute at least a majority of the board,
but as close to a simple majority as possible. For this purpose, each of David
Asper, Gail Asper and Leonard Asper are entitled to nominate an equal number of
the nominees making up that majority.
As a result, the voting trustees will likely have the ability to control all
matters submitted to our shareholders for approval, including the election and
removal of directors, amendments to our articles and by-laws and approval of any
business combination. This may delay or prevent an acquisition or cause our
share price to decline.
WE MAY NOT BE ABLE TO EFFECTIVELY MANAGE GROWTH.
We intend to continue to increase our business in Canada and in foreign markets,
to further expand the types of businesses in which we engage and to 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 and must 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 similar or competitive business strategies. 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.
28
OUR TELEVISION, NEWSPAPER AND OTHER CONTENT MAY FAIL TO ATTRACT LARGE AUDIENCES,
WHICH MAY LIMIT OUR ABILITY TO GENERATE ADVERTISING AND CIRCULATION REVENUE.
Our ability to attract advertisers and generate revenue and profits is dependent
in large part on our success in attracting viewers, listeners and readers
through the programming we broadcast and the newspapers we publish. Audience
acceptance is a function of the content offered and is influenced by factors
including the reviews of critics, promotions, the quality and acceptance of
other competing content in the marketplace during the same time slots, the
availability of alternative forms of entertainment, general economic conditions
and public tastes and perceptions generally, as well as other intangible
factors. Although we make significant investments in programming and in our
newspapers, we cannot assure you that our programming will maintain satisfactory
viewership levels, or that our newspapers will maintain satisfactory readership
levels, in the future. All of these factors could change rapidly and many are
beyond our control. Lack of audience acceptance of our programming and
newspapers could have a material adverse effect on our businesses, financial
condition or results of operations.
WE ARE LARGELY DEPENDENT ON PARTICULAR ADVERTISING CUSTOMER SEGMENTS, AND
VARIATIONS IN CUSTOMER DEMAND IN THESE SEGMENTS COULD ADVERSELY AFFECT OUR
ABILITY TO GENERATE REVENUE.
A large portion of our advertising revenue is derived from the automobile,
technology, retail, food and beverage, telecommunications, travel, packaged
goods and entertainment sectors. These sectors have historically been sensitive
to changes in economic conditions and economic cycles generally. Thus, a
downturn in these sectors could impact our ability to generate advertising
revenues and negatively affect our business, financial condition or results of
operations.
WE COMPETE WITH ALTERNATIVE TECHNOLOGIES AND MAY BE REQUIRED TO INVEST A
SIGNIFICANT AMOUNT OF CAPITAL TO ADDRESS CONTINUED TECHNOLOGICAL DEVELOPMENT.
The media industry is experiencing rapid and significant technological changes
that may result in alternative means of program and content transmission that
could have a material adverse effect on our business, financial condition or
results of operation. 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. The cost of the
acquisition, development or implementation of new technologies 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.
REVENUE IS SUBJECT TO CYCLICAL AND SEASONAL VARIATIONS AND IS GENERATED
PRIMARILY FROM ADVERTISERS.
Our business is cyclical in nature. Because our business depends upon the sale
of advertising for a substantial portion of 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, revenue may decrease while
some 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 operation 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
29
and listening habits. Typically, 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 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 in early 2003. 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. The newspapers in Vancouver, The Vancouver
Sun and The Province; The Times Columnist (Victoria) and the Calgary Herald 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 50% of our Canadian broadcasting employees are employed under a
total of 15 collective agreements. One agreement will expire in 2004 and three
agreements will expire in 2005. Approximately 60% of our Canadian publishing and
online employees are employed under 45 collective agreements. Two of these
agreements are in negotiation; an additional 12 will expire in 2004; and 10 will
expire in 2005. There can be no assurance that any of these collective
agreements will be renewed on satisfactory terms or at all, or that we will not
experience strikes or other forms of labor protest. During 2001, one of our
broadcast unions applied to consolidate 13 of our bargaining units (representing
approximately 950 employees) into a single bargaining unit. The Canadian Labour
Board has not released its decision with respect to that application. 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 expenses 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. There can be no assurance 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.
30
A SIGNIFICANT PORTION OF OUR CASH FLOW FROM OPERATIONS HAS HISTORICALLY BEEN
ATTRIBUTABLE TO DISTRIBUTIONS FROM AUSTRALIA'S NETWORK TEN; THERE CAN BE NO
ASSURANCE THAT SUCH DISTRIBUTIONS WILL CONTINUE AT THE SAME LEVEL OR AT ALL.
Distributions from The Ten Group Pty. Limited, referred to herein as TEN Group,
in the form of dividends and interest payments have historically represented a
significant portion of our cash flow from operating activities. Distributions
from Network TEN amounted to $33.4 million in the year ended August 31, 2003 and
$104.9 in the year ended August 31, 2004. In June 2004, Network TEN declared
distributions to us in respect of the six-month period ended June 30, 2004 of
$43 million, of which $6 million was received in July 2004, with the balance to
be received in December 2004. Network TEN maintains an A$700 million credit
facility and, as of August 31, 2004, A$175 million was outstanding under this
facility. Additional loans under Network TEN's credit facility would increase
Network TEN's interest expense and could reduce the amount of cash available for
distribution by Network TEN. 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. There can be no assurance 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.
WE MAY BE ADVERSELY AFFECTED BY FOREIGN EXCHANGE FLUCTUATIONS.
Fluctuations in the values of the currencies of Australia, New Zealand and
Ireland 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 fiscal 2002. Had the
average exchange rate remained constant over the two years, our interest in the
earnings of Network TEN in fiscal 2003 would have been $7.1 million lower. The
average rate of exchange increased 8% during the year ended August 31, 2004
compared to the comparable period in the prior year. Additionally, as of August
31, 2004, since our initial acquisition of Network TEN in 1992, we have realized
a total of $4.4 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
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. We have entered into cross currency interest rate swaps,
which convert the U.S. dollar principal and interest payable under the senior
credit facility and the senior and senior subordinated notes into Canadian
dollar obligations, to hedge foreign exchange rate risk and cash flow risk, with
the exception of US$41.9 million in senior subordinated notes which are not
hedged. In the year ended August 31, 2004 we have been required to make payments
of a net amount of $28 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. Subsequent to year end, we were
required to make additional swap recouponing payments of $137 million. There can
be no assurance that exchange rate fluctuations in the future will not have a
material adverse effect on our ability to make payments in respect of the new
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 or
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.
31
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
and Canada, 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 also 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 or the introduction of new regulations, policies or terms of license or
changes to the treatment of tax deductibility of advertising expenditures could
have a material adverse effect on our business, financial condition or results
of operations.
In June 2003, a House of Commons committee, the Standing Committee on Canadian
Heritage, released the findings of a study of the current state and future
direction of Canada's broadcasting system and the efficacy of the Broadcasting
Act (Canada) in meeting policy objectives. Included among the broad ranging
issues considered by the Committee were cross-media ownership, foreign
ownership, license fees, program funding, community, local and regional
broadcasting, the effectiveness of the CRTC, digital transmission, performance
measurement and Canadian content and cultural diversity. In November 2003 the
government responded to the report, but did not deal substantively with any of
the issues identified in the report. The government did indicate that it would
give further consideration to the issues involved in cross media ownership and
conduct an analysis of foreign ownership restrictions, particularly concerning
telecommunications companies. However, since that response there has been a
federal general election, a change in the leadership in the responsible
ministries and a series of events that have resulted in a great deal of public
scrutiny of the CRTC and its decision making and regulatory processes. The
introduction of new laws, regulations or policies with respect to these matters
may be forthcoming, and could have a material adverse effect on the 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. There can be no assurance 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
32
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 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 the recent license renewals, the
CRTC directed us to abide by its proposed code of conduct respecting the
maintenance of separate management over the television and print news
operations. There can be no assurance 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 Canadian publishing assets with
our broadcasting assets and our ability to continue to realize certain of the
anticipated benefits of acquiring our Canadian publishing operations.
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
was renewed in 2004 and will be subject to renewal in 2009. 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 CANADIAN PUBLISHING
OPERATIONS AT ANY TIME UP TO THREE YEARS AFTER THE CLOSING OF THE TRANSACTION.
Under the Competition Act (Canada), 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 the
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" 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 the publishing operations and the remaining 50% interest in
the National Post were subject to pre-merger notifications under the Competition
Act (Canada). The Commissioner issued a "no-action" letter prior to the closing
of the acquisition of the publishing assets and issued an ARC prior to the
33
acquisition of the remaining 50% interest in the National Post. Certain
conditions, which were formalized in the form of written undertakings from us to
the Commissioner, have been satisfied. The three-year period for the
Commissioner to challenge the acquisition of our Canadian publishing operations
has now expired. 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.
WE MAY NOT BE SUCCESSFUL IN DEFENDING A LAWSUIT WHICH HAS BEEN COMMENCED AGAINST
US AND CERTAIN OF OUR SUBSIDIARIES.
On March 5, 2001, certain plaintiffs who owned a 29.3% interest in CanWest
Broadcasting Ltd., or CBL, filed a statement of claim with the Ontario Superior
Court of Justice against us, certain of our subsidiaries and Israel Asper (the
"Ontario Action"). The plaintiffs claimed, among other things, that the
defendants:
- acted in a manner that is oppressive and unfairly prejudicial to the
plaintiffs;
- 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
- wrongly terminated certain contracts with the plaintiffs and
replaced them with non-arm's length contracts.
At the time of the commencement of the action, we owned 70.67% of CBL and the
plaintiffs owned the minority interest. CBL owned the 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.
By way of an application initiated by the defendants, the Ontario Superior Court
in November, 2001 stayed the Ontario Action on the basis that the Ontario courts
have no jurisdiction to try the claim and alternatively, that Manitoba was the
convenient forum for trial of the action. The Ontario Court of Appeal
subsequently upheld the Ontario decision by a decision issued in February 2003.
In January 2004, the Supreme Court of Canada refused the plaintiffs leave to
appeal the Ontario Court of Appeal's decision. By a statement of claim dated
April 5, 2004, issued in the Manitoba Court of Queen's Bench, the plaintiffs
commenced a suit against the defendants noted above as well as Leonard Asper,
claiming in substance the same matters as in the Ontario Action and as well that
the amalgamation was oppressive to the interests of the plaintiff. The
plaintiffs are seeking, among other things, damages of $405 million (including
aggravated and punitive damages). While the defendants intend to do so, they
have yet to file a statement of defense. There can be no assurances 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. There can be no assurance
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 of operations.
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 TV3 in Ireland. There can be no assurance that Network
TEN and/or TV3 will not take any actions that could have a material adverse
effect on our economic or ownership interest in such entities.
34
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 assurance 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 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. 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. There can be no
assurance that all environmental liabilities have been identified, that any
prior owner of the 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.
35
DIVIDEND POLICY
We do not currently pay dividends. Any future determination to pay dividends
will be at the discretion of our Board of Directors from time to time having
regard to the Company's capital requirements.
CAPITAL STRUCTURE
Our authorized capital consists of an unlimited number of preference shares
issuable in series, multiple voting shares, subordinate voting shares and
non-voting shares.
The multiple voting shares, the subordinate voting shares and the non-voting
shares rank equally on a per share basis in respect of dividends and
distributions of capital, and are subordinate to the preference shares.
Subordinate voting shares carry one vote per share, and multiple voting shares
carry ten votes per share. Non-voting shares do not vote, except at meetings
where the holders of such shares would be entitled, by law, to vote separately
as a class.
Multiple voting shares are convertible into subordinate voting shares and
non-voting shares on a one-for-one basis at any time at the option of the
holder. Subordinate voting shares are convertible into non-voting shares on a
one-for-one basis at any time at the option of the holder. Non-voting shares are
convertible into subordinate voting shares on a one-for-one basis provided the
holder is Canadian.
Series 1 preference shares carry 19 votes per share, and carry preferential
votes pertaining to the election of up to two directors of the Company. Each
series 1 preference shares is convertible, at the option of the holder, into
0.15 subordinate voting or non-voting shares.
Series 2 preference shares are not eligible to vote. Series 2 preference shares
are, at the option of the Company, redeemable for cash, or convertible to
subordinate voting or non-voting shares based on the market value of the
subordinate voting or non-voting shares at the date of conversion.
The series 1 and 2 preference shares are not entitled to dividends and
distributions in the normal course or in respect of a liquidation or wind-up and
have no right to vote separately as a class.
We are a constrained-share company, of which at least 66.7% of the voting shares
must be beneficially owned by persons who are Canadian citizens or corporations
controlled in Canada. There is no limit on the number of non-voting shares that
a non-Canadian can hold.
Any Canadian citizen purchasing non-voting shares can present them for
registration as either subordinate voting shares or non-voting shares.
Non-voting shares can be purchased by anyone, Canadian or otherwise. Subordinate
voting shares purchased by a non-Canadian will, upon registration of transfer,
be converted into non-voting shares by the company's registrar, Computershare
Trust Company of Canada.
36
RATINGS
We, and our wholly owned subsidiary CanWest Media Inc., have received the
following credit ratings from each of Dominion Bond Rating Service Limited
("DBRS"), Standard & Poors Rating Services ("S&P") and Moody's Investors Service
(Moody's") (each a "Rating Agency"):
DBRS S & P Moody's
--------------- ---------- -----------
Corporate rating BB Stable B + Stable Ba3 Stable
Senior secured notes Not rated B + Ba2 Stable
Senior unsecured notes BB(low) Stable B - Ba3 Stable
Senior subordinated notes B (high) Stable B - B2 Stable
Dominion Bond Rating Service
DBRS' credit ratings are on a long-term rating scale that ranges from AAA to D,
which represents the range from highest to lowest quality of such securities
rated. According to DBRS, a rating of BB by DBRS is in the middle of three
subcategories within the fifth highest of ten major categories and a rating of B
is in the sixth highest of ten major categories. The assignment of a "(high)" or
"(low)" modifier within each rating category indicates relative standing within
such category. The "(high)" and "(low)" grades are not used for the AAA
category.
In October 2004, DBRS confirmed the ratings of CanWest Media Inc. following the
announcement of the Company to offer new subordinated notes in exchange for all
of the Hollinger Participation Trust Notes. DBRS' confirmations were based on
the fact that while CanWest Media's subordinated debt level would increase,
total debt for the CanWest group would remain near current levels. DBRS noted
the improvement in the overall financial strength of the Company since the
ratings were first assigned in 2000. Debt levels have fallen from the peak of
$3.9 billion in 2001 to a current level below $3 billion through application of
positive free cash flow and the sale of non-core assets. While the exchange
offer will increase cash interest expense, the transaction will lower interest
expense over the longer term. DBRS expects that CanWest Media will remain within
all of its debt covenants.
Standard & Poor's Ratings Services
S&P's credit ratings are on a long term debt rating scale that ranges from AAA
to D, which represents the range from the highest to lowest quality of such
securities rated. According to S&P, the B rating is the sixth highest of ten
major rating categories. The ratings from AA to CCC may be modified by the
addition of a plus (+) or minus (-) sign to show relative standing within the
major rating categories.
In November 2004, S & P assigned its B- subordinated rating to the new
subordinated notes to be issued in connection with the Company's exchange offer
for the Hollinger Participation Trust Notes. This rating is two notches below
the long term corporate credit rating, reflecting its junior position in the
Company's capital structure. At the same time S & P affirmed its B+ long term
corporate credit rating. The stable outlook reflects S & P's expectations that
the Company will maintain its solid business profile, particularly its broadcast
television audience, newspaper readership and circulation market shares.
Credit protection measures are expected to improve as television advertising
strengthens and the Company uses free cash flow and non-core asset sales to
reduce debt. S & P noted that liquidity should continue to be adequate for the
ratings given the positive free cash flow, cash balances and availability under
the revolving credit facility.
The B+ bank loan rating is the same as the long term corporate credit rating.
S & P has also assigned a 2 recovery rating indicating expectations for a
substantial recovery of principal (80% - 100%) in a default scenario.
37
Moody's Investors Service
Moody's credit ratings are on a long term debt rating scale that ranges from Aaa
to C, which represents the range from highest to lowest quality of such
securities rated. According to Moody's, a rating of Ba is the fifth highest of
nine major categories and a rating of B is in the sixth highest of the nine
major categories. Moody's applies numerical modifiers 1,2 and 3 in each generic
rating classification from Aa to Caa in its corporate bond rating system. The
modifier 1 indicates that the issue ranks in the higher end of its generic
rating category, the modifier 2 indicates a mid-range ranking and the modifier 3
indicates that the issue ranks in the lower end of its generic rating category.
In November 2004, Moody's Investors Service ("Moody's") confirmed the Ba3 senior
implied rating of CanWest Media, raised CanWest's senior secured rating to Ba2
from Ba3, raised CanWest's senior unsecured and issuer ratings to Ba3 from B1,
confirmed CanWest's B2 senior subordinated rating, and assigned a B2 senior
subordinate rating to the senior subordinated notes to be issued as part of the
exchange offering for Hollinger Participation Trust Notes. The outlook for all
ratings is stable.
This action concluded the ratings review initiated with the announcement of the
exchange offer. The senior implied rating continues to be supported by 1) strong
market position in both Canadian TV and Canadian newspapers; 2) financial
flexibility provided by still significant non-core assets; 3) diversity of cash
flows; and 4) continuing debt reduction efforts. The senior implied rating is
constrained by 1) a high debt level coupled with minimal free cash flow; 2)
significant exposure to advertising volatility; and 3) reduced profitability
from Canadian TV broadcasting due to increased competition from both
conventional and specialty TV.
The stable rating reflects Moody's expectation that CanWest will continue to
operate its two main Canadian businesses relatively efficiently while
recognizing the cyclical nature of year-to-year-results, while debt will
continue to be reduced from a combination of free cash flow aided by a
significant reduction in interest expense and management's ongoing commitment to
reduce leverage.
The senior secured debt has been notched one level up from the senior implied
due to the low ratio of senior secured debt to EBITDA. The senior unsecured debt
has been rated at the same level as the senior implied rating reflecting the low
level of leverage and the unsecured nature of the debt instrument. The senior
subordinated rating is notched two levels below the senior implied rating due to
its subordinated position in the debt structure.
Moody's also assigned a speculative grade liquidity rating of SGL-2 to CanWest
Media. The SGL-2 rating reflects Moody's view that CanWest possesses a good
liquidity position, characterized by positive free cash flow and unused
committed bank availability, both of which are more than sufficient to fund very
modest debt maturities over the next twelve months.
We understand that the ratings are based on, among other things, information
furnished to the Ratings Agencies by us and information obtained by the Ratings
Agencies from publicly available sources. The credit ratings given by the
Ratings Agencies are not recommendations to buy, hold or sell any of the
securities of the Company since such ratings do not comment as to market price
or suitability for a particular investor. There is no assurance that any rating
will remain in effect for any given period of time or that any rating will not
be revised or withdrawn entirely by a rating agency in the future.
38
MARKET FOR SECURITIES
SUBORDINATE AND NON VOTING SHARES
The Subordinate Voting Shares are listed for trading on The Toronto Stock
Exchange under the symbol CGS.SV. The Non-Voting Shares are listed for trading
on the Toronto Stock Exchange under the symbol CGS.NV and on The New York Stock
Exchange under the symbol CWG.
The price range and volume of trading of our subordinate voting stock (CGS.SV)
on the TSX for the period from September 2003 to August 2004 are as follows:
DATE HIGH LOW CLOSE VOLUME
Aug-04 10.52 9.50 9.76 139,576
Jul-04 11.00 10.11 10.50 284,358
Jun-04 10.87 9.82 10.48 410,503
May-04 11.68 10.61 10.90 360,753
Apr-04 12.10 10.50 11.94 510,505
Mar-04 13.18 11.53 11.66 411,255
Feb-04 13.12 11.35 12.78 412,604
Jan-04 14.40 11.06 11.75 812,061
Dec-03 14.08 12.28 13.85 150,084
Nov-03 14.00 11.75 12.50 391,855
Oct-03 12.70 11.00 12.50 393,139
Sep-03 12.49 10.26 11.15 313,431
The price range and volume of trading of our non-voting stock (CGS.NV) on the
TSX for the period from September 2003 to August 2004 are as follows:
DATE HIGH LOW CLOSE VOLUME
Aug-04 10.95 9.52 9.66 1,338
Jul-04 11.00 10.05 10.63 6,706
Jun-04 10.85 10.10 10.25 3,914
May-04 12.00 10.60 10.60 1,437
Apr-04 12.00 10.40 11.31 4,453
Mar-04 13.55 11.60 11.68 2,928
Feb-04 13.00 11.20 12.20 5,559
Jan-04 14.27 11.30 11.68 6,940
Dec-03 14.00 11.80 13.81 3,255
Nov-03 14.02 12.00 12.24 4,522
Oct-03 12.68 11.15 12.40 5,670
Sep-03 12.43 10.02 11.19 7,128
39
The price range and volume of trading of our non-voting stock (CWG) on the NYSE
for the period from September 2003 to August 2004 are as follows:
DATE HIGH LOW CLOSE VOLUME
Aug-04 7.93 7.25 7.42 722
Jul-04 8.27 7.55 7.93 5,500
Jun-04 7.96 7.50 7.70 890
May-04 8.47 7.85 7.95 615
Apr-04 8.93 7.82 8.17 1,757
Mar-04 9.88 8.77 9.00 1,491
Feb-04 9.80 8.47 9.49 2,921
Jan-04 11.13 8.64 8.76 2,485
Dec-03 10.82 9.50 10.69 1,845
Nov-03 10.70 9.10 9.46 2,557
Oct-03 9.55 8.30 9.39 1,900
Sep-03 9.05 7.50 8.26 1,942
40
DEBT SECURITIES
The 7 5/8% Senior Unsecured Notes due April, 2013 and the 10 5/8% Senior
Subordinated Notes due May, 2011 of CanWest Media are registered with the
Securities Exchange Commission, unlisted, and eligible for trading in The Portal
Market(TM), an electronic screen based system which permits the trading of
eligible privately placed securities by certain qualified institutional
investors.
The trading levels for these debt securities for the 2004 fiscal year are as
follows:
CANWEST MEDIA 10.625% DUE 5/15/2011 CANWEST MEDIA 7.625% DUE 4/15/2013
----------------------------------- ----------------------------------
HIGH LOW MONTH-END HIGH LOW MONTH-END
----------------------------------- ----------------------------------
Sep-03 113.500 111.750 113.500 Sep-03 107.000 103.500 107.000
Oct-03 114.500 113.500 114.500 Oct-03 109.250 107.000 109.250
Nov-03 114.500 113.500 113.500 Nov-03 109.250 108.500 108.750
Dec-03 114.250 113.000 114.250 Dec-03 109.500 108.750 109.500
Jan-04 115.750 114.250 115.000 Jan-04 110.750 109.500 109.500
Feb-04 115.000 113.250 113.750 Feb-04 109.500 108.000 109.000
Mar-04 114.250 113.250 113.500 Mar-04 109.250 108.250 109.000
Apr-04 114.500 113.000 113.250 Apr-04 109.000 106.250 106.500
May-04 113.250 110.000 111.750 May-04 106.000 101.000 103.250
Jun-04 112.250 111.500 112.125 Jun-04 103.250 102.000 102.750
Jul-04 114.000 112.000 113.250 Jul-04 104.750 103.000 104.250
Aug-04 113.875 112.250 113.875 Aug-04 106.500 103.750 106.500
Source: FT Interactive, via Advantage Data.
Note: Prices are expressed as a percentage of par.
On November 18, 2004 we issued 8% Senior Subordinated Notes due September 2012.
These notes have not been registered under the Securities Act of 1933, as
amended, or any state securities laws and were issued only to "qualified
institutional buyers" in accordance with Rule 144A under the Securities Act and
outside the United States in accordance with Regulation S under the Securities
Act. We have entered into a registration rights agreement pursuant to which we
have agreed to file a registration statement and under certain circumstances a
shelf registration statement, with respect to these notes.
41
DIRECTORS AND OFFICERS
The following table sets out certain information with respect to the directors
and executive officers of CanWest Global Communications Corp. as of the date
hereof.
NAME AND MUNICIPALITY OFFICE OR POSITION
OF RESIDENCE WITH COMPANY PRINCIPAL OCCUPATION DIRECTOR SINCE
- ------------------------------------ ------------------------ ----------------------------- --------------
David A. Asper(1)(2) Director Executive Vice President of January 1997
Winnipeg, Manitoba the Company
Chairman of the National Post
Gail S. Asper(1) Secretary and Director Secretary of the Company February 1992
Winnipeg, Manitoba
Leonard J. Asper(1) President and Chief President and Chief Executive January 1997
Winnipeg, Manitoba Executive Officer and Officer of the Company
Director
Dr. Lloyd I. Barber, C.C., S.O.M., Director President Emeritus, February 1992
LL.D.(1)(2)(3)(4) University of Regina
Regina Beach, Saskatchewan
Jalynn H. Bennett, C.M. (1)(2)(3)(4) Director President, Jalynn H. Bennett January 1998
Toronto, Ontario and Associates Ltd.
Richard C. Camilleri President, CanWest President, CanWest
Toronto, Ontario MediaWorks MediaWorks
Ronald J. Daniels(1)(3) Director Dean of the Faculty of Law January 2004
Toronto, Ontario University of Toronto
David J. Drybrough(1)(4) Director Business Consultant March 2003
East St. Paul, Manitoba
Paul V. Godfrey, C.M. (1)(2) Director President and Chief January 2004
Toronto, Ontario Executive
Officer, Toronto Blue Jays
Baseball Club
Frank W. King, O.C., P.Eng(1)(3) Director President, Metropolitan November 2004
Calgary, Alberta Investment Corp.
Richard M. Leipsic Vice President and Vice President and General
Winnipeg, Manitoba General Counsel of the Counsel of the Company
Company
John E. Maguire Chief Financial Officer Chief Financial Officer of
Winnipeg, Manitoba the Company
The Hon. Frank J. McKenna, P.C., Chairman of the Board Counsel, McInnes Cooper July 1999
Q.C.(1)(3)(4) and Director
St. John, New Brunswick
Thomas C. Strike President, CanWest President, CanWest
Winnipeg, Manitoba MediaWorks International MediaWorks International
(1) Member of the Governance and Nominating Committee.
(2) Member of the Pensions Committee.
(3) Member of the Compensation Committee.
(4) Member of the Audit Committee.
As at November 24, 2004, all of the Multiple Voting Shares and 3,462,874 of the
Subordinate Voting Shares were owned by CanWest Communications Corporation, a
company indirectly owned and controlled by trusts for the benefit of members of
the family of the late I.H. Asper, including David A. Asper, Gail S. Asper and
Leonard J. Asper, who are senior officers and directors of the Company and Mrs.
Ruth M. Asper.
All of the our directors serve one-year terms and are elected at the Company's
annual meeting of shareholders. The term of office of each of the current
directors will expire at the annual meeting of shareholders of the Company to be
held on January 27, 2005.
42
Each of the Company directors and officers of the Company has been engaged for
more than five years in his or her present principal occupation or in other
capacities with the Company or organization (or predecessor thereof) in which he
or she currently holds his or her principal occupation except: Richard Camilleri
who, prior to October 2004 was Chief Operating Officer (Operations) of the
Company and prior to July 2002 was Chairman, President and CEO of Arius3D Inc.
and prior to 2001, was President, Sony Music Entertainment; and David A. Asper
who, prior to January 2003 was President, Daremax Enterprises Inc., and prior to
January 1999, was Vice President, Programming of the Company; and Paul V.
Godfrey, who, prior to September 2000 was President and Chief Executive Officer,
Sun Media Corporation. On November 24, 2004, the Board set at nine, the number
of directors to be elected at the annual meeting of shareholders.
Certain of the directors and executive officers hold voting securities in the
Company as described under the section entitled "Election of Directors" in the
Management Information Circular dated November 24, 2004 and such information is
incorporated by reference herein.
As of November 24, 2004, the directors and executive officers of the Company as
a group beneficially owned, directly or indirectly, or exercised control or
direction over 76,785,976 Multiple Voting Shares, 369,658 Subordinate Voting
Shares and 29,442 Non-Voting Shares.
LEGAL PROCEEDINGS
CBL Litigation
On March 5, 2001, certain plaintiffs who owned a 29.3% interest in CBL filed a
statement of claim against us, certain 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-arm's length contracts.
At the time of the commencement of the action, we owned 70.67% of CBL and the
plaintiffs owned the minority interest. CBL owned the 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.
By way of an application initiated by the defendants, the Ontario Superior Court
in November, 2001 stayed the Ontario Action on the basis that the Ontario courts
have no jurisdiction to try the claim and alternatively, that Manitoba was the
convenient forum for trial of the action. The Ontario Court of Appeal
subsequently upheld the Ontario decision by a decision issued in February 2003.
In January 2004, The Supreme Court of Canada refused the plaintiffs leave to
appeal the Ontario Court of Appeal's decision. By a statement of claim dated
April 5, 2004, issued in the Manitoba Court of Queen's Bench, the plaintiffs
commenced a suit against the defendants noted above as well as Leonard Asper,
claiming in substance the same matters as in the Ontario Action and as well that
the amalgamation was oppressive to the interests of the plaintiff. They are
seeking, among other things, damages of $405 million (including aggravated and
punitive damages). While the defendants intend to do so, they have yet to file a
statement of defense.
Hollinger Litigation
On December 17, 2003, we and The National Post Company filed a statement of
claim in the Ontario Superior Court of Justice against Hollinger International
Inc., Hollinger Inc. and certain related parties claiming the amount of $25.7
million plus interest for amounts owed to The National Post Company
43
related to our acquisition of 50% of The National Post Company in March 2002. In
August 2004, we and The National Post Company obtained partial summary judgment
in respect of the claim against Hollinger International Inc. for $22.5 million,
plus interest. Hollinger International Inc. has appealed the granting of the
summary judgment to the Ontario Court of Appeal. We have also referred to
arbitration disputes related to a further approximately $76.8 million we claim
to be owed by Hollinger International Inc. and certain of its affiliates related
to certain unresolved matters arising from our November 15, 2000 acquisition of
certain newspaper assets from Hollinger International Inc. and certain of its
affiliates. In the arbitration, Hollinger International claims that it and
certain of its affiliates are owed approximately $45 million by CanWest under
the relevant agreement.
INTEREST OF MANAGEMENT AND OTHERS IN MATERIAL TRANSACTIONS
Senior subordinated notes held by CanWest Communications Corporation, totaled
$55.0 million (US$41.9 million) at August 31, 2004 (2003 - $58.1 million). The
shares of CanWest Communications Corporation are indirectly owned and controlled
by Mrs. Ruth M. Asper and trusts for the benefit of members of the family of the
late Israel Asper, including his three children, David A. Asper, Gail S. Asper
and Leonard J. Asper, who are senior officers and directors of us. This debt
matures on May 15, 2011 and bears interest at 10.625%. During 2004, interest
expense related to this debt totaled $6.3 million (2003 - $6.4 million). In
2003, CanWest Communications Corporation exchanged these Canadian dollar
denominated notes for United States dollar denominated notes. The exchange was
completed pursuant to the provisions of the original note indenture.
In June 2003, a company in which an affiliate of CanWest Communications
Corporation holds a 50% interest, acquired the TD Centre in Winnipeg, Manitoba,
a building in which the Company is a tenant. During 2004, rent paid to this
company amounted to $1.1 million (2003 - $0.2 million).
TRANSFER AGENTS AND REGISTRARS
Computershare Trust Company of Canada
Calgary, Canada
Bank of Nova Scotia Trust Company of New York
New York City, U.S.A.
ADDITIONAL INFORMATION
Additional information relating to our Company may be found on SEDAR at
www.sedar.com.
Additional information, including directors' and officers' remuneration and
indebtedness, principal holders of our securities and securities authorized for
issuance under equity compensation plans, is contained in our Company's
management information circular dated November 24, 2004 for the annual meeting
of shareholders to be held on January 27, 2005.
Additional financial information is provided in our financial statements and
management discussion and analysis for the year ended August 31, 2004.
44