Rogers 2006 Annual Report Download - page 110

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106 RO G ERS CO MMU NICAT ION S IN C . 20 0 6 ANN UA L RE POR T
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(C ) SUPPLEMENTAL DISCLOSURE OF NON- CASH TRANSACTIONS:
2006 2005
Options to acquire Class B Non-Voting shares issued in exchange for Call-Net options (note 4(b)) $ – $ 8
Class B Non-Voting shares issued in consideration for acquisition of shares of Call-Net (note 4(b)) – 316
Class B Non-Voting shares issued in consideration upon the conversion of convertible debt (note 15(d)) – 271
Class B Non-Voting shares issued in consideration upon the conversion of Preferred Securities (note 15(d)) – 697
22 REL ATED PARTY TRAN SACTIONS
The Company entered into the following related party transactions:
(A) The Company has entered into certain transactions in the
normal course of business with certain broadcasters in which the
Company has an equity interest. The amounts paid to these broad-
casters are as follows:
2006 2005
Access fees paid to broadcasters accounted for by the equity method $ 19 $ 18
(B) The Company has entered into certain transactions with compa-
nies, the partners or senior officers of which are or were directors of
the Company. Total amounts paid by the Company to these related
parties are as follows:
2006 2005
Legal services and commissions paid on premiums for insurance coverage $ 2 $ 5
Telecommunication and programming services – 2
Interest charges and other financing fees – 22
$ 2 $ 29
(C ) The Company made payments to companies controlled by the
controlling shareholder of the Company as follows:
2006 2005
Charges to the Company for business use of aircraft and other administrative services $ 1 $ 1
In 2005, with the approval of a Special Committee of the Board of
Directors, the Company entered into an arrangement to sell to the
controlling shareholder of the Company, for $13 million in cash, the
shares in two wholly owned subsidiaries whose only asset consists
of tax losses aggregating approximately $100 million. The Special
Committee was advised by independent counsel and engaged an
accounting firm as part of their review to ensure that the sale price
was within a range that would be fair from a financial point of view.
Further to this arrangement, on April 7, 2006, a company controlled
by the controlling shareholder of the Company purchased the shares
in one of these wholly owned subsidiaries for cash of $7 million. On
July 24, 2006, the shares of the second wholly owned subsidiary were
purchased by a company controlled by the controlling shareholder
for cash of $6 million.
These transactions are recorded at the exchange amount, being the
amount agreed to by the related parties.