Securities Law & Instruments

Headnote

Prompt Offering Qualification System - Waiver granted pursuant to section 4.5 ofNational Policy Statement No. 47 to enable issuer to issue subscription receipts thatentitle the holder of the subscription receipts to securities of a POP-eligible issuer,subject to certain conditions.

Statutes Cited

Securities Act, R.S.O. 1990, c. S.5, as am.

Rules Cited

In the Matter of the Prompt Offering Qualification System (1997), 20 OSCB 1217.

Policies Cited

National Policy Statement No. 47 - Prompt Offering Qualification System, s. 4.5.


IN THE MATTER OF THE SECURITIES ACT
R.SO. 1990, CHAPTER S.5, AS AMENDED (the "Act")

AND

IN THE MATTER OF
NATIONAL POLICY STATEMENT NO. 47

AND

IN THE MATTER OF
CW SHAREHOLDINGS INC.

WAIVER
(Section 4.5 of NP 47)


UPON the application of CW Shareholdings Inc. (the "Applicant") to the Director(the "Director") of the Ontario Securities Commission (the "Commission") pursuant tosection 4.5 of National Policy Statement No. 47 ("NP 47") for a waiver from the eligibilityrequirements of NP 47 to permit the Applicant to be eligible to participate in the promptoffering qualification system (the "POP System") pursuant to NP 47;

AND UPON considering the application and the recommendation of the staff of theCommission;

AND UPON the Applicant have represented to the Director as follows:

1. The Applicant is a corporation incorporated under the laws of Canada and is not areporting issuer or equivalent in any of the provinces of territories of Canada. TheApplicant is a wholly-owned subsidiary of CanWest Global CommunicationsCorporation.

2. In connection with the division of assets of WIC Western InternationalCommunications Ltd. ("WIC"): (i) certain assets of WIC will be transferred by WICto Shaw Communications Inc. ("Shaw") in return for consideration that may includeClass B participating, non-voting shares of Shaw (the "Shaw Class B Shares"); and(ii) the Applicant, as successor to WIC, will hold any such Shaw Class B Shares(collectively, the "Proposed Transactions").

3. In order to enable the Applicant to monetize any Shaw Class B Shares that itreceives from WIC, the Applicant proposes to issue subscription receipts (the"Subscription Receipts") to the public pursuant to a short form prospectus preparedin accordance with NP 47 (the "Prospectus") before completion of the ProposedTransactions.

4. The proceeds received from the issuance of Subscription Receipts will be held inescrow by an unrelated third party (the "Escrow Agent") pending the closing of theProposed Transactions (the "Closing Date");

5. Holders of Subscription Receipts (the "Subscription Receipts Purchasers") willautomatically receive from the Escrow Agent Shaw Class B Shares or, if theProposed Transactions do not close by a predetermined date (the "TerminationDate"), an amount from escrow equal to the purchase price of the SubscriptionReceipts plus any interest earned on the amount deposited in escrow. Thedecision to purchase Subscription Receipts represents a decision to invest in ShawClass B Shares.

6. The Shaw Class B Shares will have been issued to WIC pursuant to the registrationand prospectus exemptions available in connection with trades in a security of anissuer's own issue as consideration for a portion of the assets of another company.Therefore, unless the Prospectus qualifies the Shaw Class B Shares, SubscriptionReceipts Purchasers will, on the Closing Date, acquire Shaw Class B Shares thatare subject to a hold period. As a result, the Prospectus will also qualify the ShawClass B Shares to be received by the Subscription Receipts Purchasers uponclosing of the Proposed Transactions.

7. As a result of the foregoing, although the Applicant will technically be the issuer ofthe Subscription Receipts, the Applicant will, practically and economically speaking,be a "Selling Security Holder" (as defined in NP 47) of the Shaw Class B Shares.

8. Shaw is eligible to issue securities pursuant to the POP System and the Prospectuswill contain the required issuer disclosure relating to Shaw and the Shaw Class BShares consistent with the fact that Shaw is the issuer of the Shaw Class B Sharesbeing qualified under the Prospectus.

AND UPON the Director being satisfied that to do so would be appropriate incircumstances and would not be prejudicial to the public interest;

THEREFORE, pursuant to section 4.5 of NP 47, the Director hereby waives theeligibility requirements of NP 47 in respect of the issuance of the Subscription Receiptsby the Applicant, provided that:

(i) The Applicant will apply to cease to be a reporting issuer under applicablesecurities legislation as soon as possible after the earlier of the Closing Date or theTermination Date; and

(ii) For the period in time during which the Applicant will be a reporting issuer underapplicable securities legislation, the Applicant will not, other than in connection withthe issuance of the Subscription Receipts and any listing of the SubscriptionReceipts for trading on The Toronto Stock Exchange (or such other stock exchangeas Shaw and the Applicant may determine appropriate), offer any securities to thepublic or take advantage of any opportunities that would be available to it as aresult of the Applicant being a reporting issuer.

March 23rd, 2000.

"Iva Vranic"