[CANWEST GLOBAL COMMUNICATIONS CORP. LOGO]
/NOT FOR DISSEMINATION IN THE UNITED STATES OR
OVER UNITED STATES WIRE SERVICES/
NEWS RELEASE
For Immediate Release
October 14, 2005
CANWEST MEDIAWORKS INC. FILES OF ACQUISITION REPORT
WINNIPEG - CanWest MediaWorks Inc., a wholly-owned subsidiary of CanWest Global
Communications Corp., issues this news release as required under National
Instrument 62-103 - "The Early Warning System and Related Take-Over Bid and
Insider Reporting Issues and other applicable Canadian securities laws." The
news release consists of an Acquisition Report with respect to CanWest
MediaWorks Inc.'s acquisition of securities exchangeable into units of CanWest
MediaWorks Income Fund.
1. NAME AND ADDRESS OF THE OFFEROR
CanWest MediaWorks Inc. ("CanWest")
3100 CanWest Global Place
201 Portage Avenue
Winnipeg, MB R3B 3L7
2. THE DESIGNATION AND NUMBER OR PRINCIPAL AMOUNT OF SECURITIES AND THE
OFFEROR'S SECURITY HOLDING PERCENTAGE IN THE CLASS OF SECURITIES OF
WHICH THE OFFEROR ACQUIRED OWNERSHIP OR CONTROL IN THE TRANSACTION OR
OCCURRENCE GIVING RISE TO THE OBLIGATION TO FILE THE NEWS RELEASE, AND
WHETHER IT WAS OWNERSHIP OR CONTROL THAT WAS ACQUIRED IN THOSE
CIRCUMSTANCES.
In connection with the initial public offering (the "Offering") of
CanWest MediaWorks Income Fund (the "Fund") completed on October 13,
2005, CanWest acquired ownership of 154,137,703 Class B units ("LP
Units") of CanWest MediaWorks Limited Partnership (the "Partnership")
and 154,137,703 common shares ("GP Shares") of the general partner (the
"General Partner") of the Partnership. Under the terms of a liquidity &
exchange agreement among the Fund, CWMW Trust, the Partnership, the
General Partner and CanWest, CanWest is entitled to exchange its
holdings of LP Units and GP Shares on the basis of one unit ("Fund
Unit") of the Fund for each pair of one GP Share and one LP Unit
exchanged, subject to adjustment. On completion of the Offering,
CanWest also acquired ownership of a note ("LP Note") convertible into
an additional 4,125,000 LP Units.
As a result of CanWest's acquisition of the 154,137,703 LP Units and GP
Shares and the LP Note, CanWest owns securities exchangeable or
ultimately exchangeable into a total of 158,262,703 Fund Units. If all
of such LP Units and GP Shares were exchanged, and the LP Note were
converted into LP Units and such LP Units were then exchanged,
213,262,703 Fund Units would be issued and outstanding on the date
hereof. 158,262,703 Fund Units would represent 74.2% of the 213,262,703
issued and outstanding Fund Units.
3. THE DESIGNATION AND NUMBER OR PRINCIPAL AMOUNT OF SECURITIES AND THE
OFFEROR'S SECURITY HOLDING PERCENTAGE IN THE CLASS OF SECURITIES
IMMEDIATELY AFTER THE TRANSACTION OR OCCURRENCE GIVING RISE TO THE
OBLIGATION TO FILE A NEWS RELEASE.
See paragraph 2 above.
4. THE DESIGNATION AND NUMBER OR PRINCIPAL AMOUNT OF SECURITIES AND THE
PERCENTAGE OF OUTSTANDING SECURITIES OF THE CLASS OF SECURITIES
REFERRED TO IN PARAGRAPH 3 OVER WHICH:
(i) THE OFFEROR, EITHER ALONE OR TOGETHER WITH JOINT ACTORS, HAS
OWNERSHIP AND CONTROL,
See paragraph 2 above.
(ii) THE OFFEROR, EITHER ALONE OR TOGETHER WITH JOINT ACTORS, HAS
OWNERSHIP BUT CONTROL IS HELD BY OTHER PERSONS OR COMPANIES
OTHER THAN THE OFFEROR OR ANY JOINT ACTOR.
Not applicable.
(iii) THE OFFEROR, EITHER ALONE OR TOGETHER WITH JOINT ACTORS, HAS
EXCLUSIVE OR SHARED CONTROL BUT DOES NOT HAVE OWNERSHIP.
Not applicable.
5. THE NAME OF THE MARKET IN WHICH THE TRANSACTION OR OCCURRENCE THAT GAVE
RISE TO THE NEWS RELEASE TOOK PLACE.
Not applicable. However, the Fund Units are listed on the Toronto Stock
Exchange.
6. THE PURPOSE OF THE OFFEROR AND ANY JOINT ACTORS IN EFFECTING THE
TRANSACTION OR OCCURRENCE THAT GAVE RISE TO THE NEWS RELEASE, INCLUDING
ANY FUTURE INTENTION TO ACQUIRE OWNERSHIP OF, OR CONTROL OVER,
ADDITIONAL SECURITIES OF THE REPORTING ISSUER.
CanWest acquired ownership of the LP Units, GP Shares and LP Note in
connection with transactions related to the Offering that resulted in
the transfer of CanWest's Canadian newspaper and online media
businesses, with the exception of the National Post (the "Publications
Business"), to the Partnership. CanWest holds such securities for
investment purposes, and has not considered its future intentions with
respect to such securities.
7. THE GENERAL NATURE AND THE MATERIAL TERMS OF ANY AGREEMENT, OTHER THAN
LENDING ARRANGEMENTS, WITH RESPECT TO SECURITIES OF THE REPORTING
ISSUER, ENTERED INTO BY THE OFFEROR, OR ANY JOINT ACTOR, AND THE ISSUER
OF THE SECURITIES OR ANY OTHER ENTITY IN
CONNECTION WITH THE TRANSACTION OR OCCURRENCE GIVING RISE TO THE NEWS
RELEASE, INCLUDING AGREEMENTS WITH RESPECT TO THE ACQUISITION, HOLDING,
DISPOSITION OR VOTING OF ANY SECURITIES.
Not applicable. However, CanWest has entered into a number of material
agreements in connection with the Offering which are described in a
prospectus of the Fund dated October 7, 2005 (the "Prospectus").
8. THE NAMES OF ANY JOINT ACTORS IN CONNECTION WITH THE DISCLOSURE
REQUIRED BY THIS FORM.
Not applicable. However, CanWest is a wholly-owned subsidiary of
CanWest Global Communications Corp. ("CanWest Global"). Information
regarding the ownership and control of CanWest Global is set out in the
Prospectus under "Principal Unitholder".
9. IN THE CASE OF A TRANSACTION OR OCCURRENCE THAT DID NOT TAKE PLACE ON A
STOCK EXCHANGE OR OTHER MARKET THAT REPRESENTS A PUBLISHED MARKET FOR
THE SECURITIES, INCLUDING AN ISSUANCE FROM TREASURY, THE NATURE AND
VALUE OF THE CONSIDERATION PAID BY THE OFFEROR.
The securities acquired by CanWest were issued as part of the
consideration for the transfer by CanWest of the Publications Business
to the Partnership, as described in the Prospectus.
10. IF APPLICABLE, A DESCRIPTION OF ANY CHANGE IN ANY MATERIAL FACT SET OUT
IN A PREVIOUS REPORT BY THE ENTITY UNDER THE EARLY WARNING REQUIREMENTS
OR PART 4 IN RESPECT OF THE REPORTING ISSUER'S SECURITIES..
Not applicable.
CanWest MediaWorks Inc. is a wholly-owned subsidiary of CanWest Global
Communications Corp. (NYSE: CWG; TSX: CGS.SV and CGS.NV www.canwestglobal.com),
an international media company. CanWest is Canada's largest media company. In
addition to owning the Global Television Network, CanWest is Canada's largest
publisher of daily newspapers, and also owns, operates and/or holds substantial
interests in conventional television, out-of-home advertising, specialty cable
channels, Web sites and radio networks in, New Zealand, Australia and Ireland.
For additional information concerning CanWest, please contact:
Geoffrey Elliot John Maguire
Vice President, Corporate Affairs Chief Financial Officer
Tel: (204) 956-2025 Tel: (204) 956-2025
Fax: (204) 947-9841 Fax: (204) 947-9841
gelliot@canwest.com jmaguire@canwest.com