0000950157-23-000349.txt : 20230405 0000950157-23-000349.hdr.sgml : 20230405 20230404184340 ACCESSION NUMBER: 0000950157-23-000349 CONFORMED SUBMISSION TYPE: 6-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20230404 FILED AS OF DATE: 20230405 DATE AS OF CHANGE: 20230404 FILER: COMPANY DATA: COMPANY CONFORMED NAME: SHAW COMMUNICATIONS INC CENTRAL INDEX KEY: 0000932872 STANDARD INDUSTRIAL CLASSIFICATION: CABLE & OTHER PAY TELEVISION SERVICES [4841] IRS NUMBER: 000000000 FISCAL YEAR END: 0831 FILING VALUES: FORM TYPE: 6-K SEC ACT: 1934 Act SEC FILE NUMBER: 001-14684 FILM NUMBER: 23800255 BUSINESS ADDRESS: STREET 1: STE 900 STREET 2: 630 3RD AVE SW CITY: CALGARY ALBERTA CANA STATE: A0 BUSINESS PHONE: 4037504500 6-K 1 form6-k.htm REPORT OF FOREIGN PRIVATE ISSUER

SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549


FORM 6-K


REPORT OF FOREIGN PRIVATE ISSUER
PURSUANT TO RULE 13a-16 OR 15d-16 UNDER
THE SECURITIES EXCHANGE ACT OF 1934

April 4, 2023

Commission File Number: 001-14684


Shaw Communications Inc.
(Translation of registrant’s name into English)


333 Bloor Street East
10th Floor
Toronto, Ontario M4W 1G9
Canada
(Address of principal executive offices)

Indicate by check mark whether the registrant files or will file annual reports under cover of Form 20-F or Form 40-F:

Form 20-F ☐   Form 40-F ☒

Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(1): ☐

Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(7): ☐



SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

  Shaw Communications Inc.  
       
Date: April 4, 2023
By:
/s/ Glenn Brandt  
    Name:  Glenn Brandt  
    Title:     Chief Financial Officer  
       

EXHIBIT INDEX

Exhibit No.
Description
   

EX-99.1 2 ex99-1.htm NOTICE OF CHANGE IN CORPORATE STRUCTURE
Exhibit 99.1



NOTICE OF CHANGE IN CORPORATE STRUCTURE

(Pursuant to Section 4.9 of National Instrument 51-102 Continuous Disclosure Obligations)

Item 1.
Names of the Parties to the Transaction

Shaw Communications Inc. (“Shaw”)
Rogers Communications Inc. (“Rogers”)

Item 2.
Description of the Transaction

On April 3, 2023, Rogers completed the acquisition of Shaw pursuant a statutory plan of arrangement under section 193 of the Business Corporations Act (Alberta) (the “Arrangement”) in accordance with the terms of an arrangement agreement entered into by the parties on March 13, 2021 (the “Arrangement Agreement”) and the plan of arrangement attached thereto (the “Plan”). Holders of Shaw’s issued and outstanding Class A Participating Shares (“Class A Shares”) and Class B Non-Voting Participating Shares (“Class B Shares” and together with the Class A Shares, the “Shaw Participating Shares”)  (other than shares held by the Shaw Family Living Trust, the controlling shareholder of Shaw, related persons thereof and certain members of the Shaw family (collectively, the “Shaw Family Shareholders”)), are entitled to receive $40.50 (the “Purchase Price”) in cash for each Shaw Participating Share held at the closing of the transaction. The Shaw Family Shareholders are entitled to receive approximately 60% of the Purchase Price for their Shaw Participating Shares in the form of Class B Non-Voting Shares in the capital of Rogers, with such exchange ratio calculated on the basis of the volume-weighted average trading price for such Rogers shares for the 10 trading days ending March 12, 2021, and the balance of the Purchase Price in cash.

Immediately prior to the completion of the Arrangement, Shaw and Shaw Telecom Inc. completed the sale of all of the outstanding shares of Freedom Mobile Inc. to Videotron Ltd.

Following the completion of the Arrangement, Rogers and Shaw, as Rogers’ then wholly-owned subsidiary, completed a vertical short form amalgamation pursuant to ss. 273, 275 and 277 of the Business Corporations Act (British Columbia) (the “Amalgamation”). The Shaw Participating Shares will be delisted from the Toronto Stock Exchange, the TSX Venture Exchange and the New York Stock Exchange, as applicable, by the close of business on April 4, 2023.

Additional information relating to the Arrangement is available in the management information circular of Shaw dated April 14, 2021, which is available on Shaw’s SEDAR profile at www.sedar.com.

Item 3.           Effective Date of the Transaction

April 3, 2023.


Item 4.
Names of Each Party that Ceased to be a Reporting Issuer after the Transaction and of Each Continuing Entity

Prior to the completion of the Amalgamation, Shaw was a reporting issuer in each of British Columbia, Alberta, Saskatchewan, Manitoba, Ontario, New Brunswick, Nova Scotia, Prince Edward Island, Newfoundland and Labrador, Quebec and Nunavut.

As a result of the Amalgamation, Shaw no longer exists as a distinct legal entity and will cease to make separate filings as a reporting issuer. The resulting amalgamated entity continued under the name “Rogers Communications Inc.” and remains listed on the Toronto Stock Exchange as TSX: RCI.A and RCI.B, and on the New York Stock Exchange as NYSE: RCI. The share terms of the resulting entity are the same as those of Rogers prior to the Amalgamation.

Item 5.
The Date of the Reporting Issuer’s First Financial Year-End After the Transaction, if Paragraph (a) or (b)(ii) of Section 4.9 of National Instrument 51-102 (the “Instrument”) Applies

Not applicable.

Item 6.
The Periods, Including the Comparative Periods, if any, of the First Interim and Annual Financial Statements Required to be Filed for the Reporting Issuer’s First Financial Year After the Transaction, if Paragraph (a) or (b)(ii) of Section 4.9 of the Instrument Applies

Not applicable.

Item 7.
Documents Filed under the Instrument that Describe the Transaction and Where those Documents can be Found in Electronic Format, if Paragraph (a) or (b)(ii) of Section 4.9 of the Instrument Applies

Not applicable.

Item 8.
Date of Report

April 4, 2023.