Shaw Communication Completes $300M Rate Reset Prefered Share Offering

On May 31, 2011, Shaw Communications Inc. closed its offering of 12,000,000 Cumulative Redeemable Rate Reset Class 2 Preferred Shares, Series A for gross proceeds of $300 million. Holders of the Series A Shares are entitled to receive a cumulative quarterly fixed dividend yielding 4.50 per cent annually for the initial period ending June 30, 2016. Thereafter, the dividend rate will be reset every five years at a rate equal to the then current 5-year Government of Canada bond yield plus 2.00 per cent. Holders of Series A Shares have the right, at their option, to convert their Series A Shares into Cumulative Redeemable Floating Rate Class 2 Preferred Shares, Series B, subject to certain conditions, on June 30, 2016, and on June 30 every five years thereafter.

Holders of the Series B Shares will be entitled to receive cumulative quarterly dividends at a rate set quarterly equal to the then current three-month Government of Canada Treasury Bill yield plus 2.00 per cent. Holders of Series B Shares have the right, at their option, to convert their Series B Shares into Series A Shares, subject to certain conditions, on June 30, 2021, and on June 30 every five years thereafter.

The net proceeds of this offering will be used for working capital and general corporate purposes. The Series A Shares are listed on the TSX under the ticker symbol SJR.PR.A.

The Series A Shares were made available in Canada under Shaw's previously filed shelf prospectus pursuant to an underwriting agreement with TD Securities Inc. and CIBC World Markets acting as co-lead underwriters with a syndicate that included RBC Capital Markets, Scotia Capital Inc., National Bank Financial Inc. and BMO Capital Markets.

Shaw Communications Inc. was represented by Paul Bachand, Assistant Corporate Secretary and Senior Counsel. Fraser Milner Casgrain LLP was legal counsel to Shaw with a team consisting of William Jenkins and John Reynolds (corporate and securities); and Derek Kurrant and Sebastian Elawny (tax). Stikeman Elliott LLP served as special regulatory counsel to Shaw in this transaction with a team consisting of Gregory Kane, QC, and David Elder.

The underwriters were represented by McCarthy Tétrault LLP with a team that included David Woollcombe, Orysia Semotiuk and Aida Shahbazi (corporate and securities); James Morand (tax) and Grant Buchanan and Bram Abramson (regulatory).