Shaw Files Cross-Border Shelf Prospectus and Closes Offering

Shaw Communications Inc. filed a final short-form shelf prospectus dated November 23, 2001 in Canada and concurrently filed a registration statement in the U.S. pursuant to the multi-jurisdictional disclosure system with respect to up to $800 million of debt and equity securities.

On December 4, 2001, Shaw closed an offering of US$300 million principal amount of 7.2 per cent senior notes due December 15, 2001. The senior notes were offered through an underwriting syndicate with Merrill Lynch & Co. as lead manager. The senior notes were offered for sale only in the U.S. through a prospectus supplement under Shaw’s shelf facility. The net proceeds of the offering were intended primarily for the repayment of bank debt and for general corporate purposes.

Shaw was led in-house by Margot Micallef, Q.C., senior vice-president, law, and general counsel; David Taniguchi, legal counsel, corporate and securities; and Susan Crippin, director, transactions and due diligence; and was assisted by David Spencer, William Jenkins, Tom Pepevnak and Craig Story of Fraser Milner Casgrain LLP in Calgary, and Steven Miller, Bryan Biesterfeld and Debra Geiger of Sherman & Howard LLC in Denver, Colorado.

Pat Finnerty, Ross Bentley and Kristie Smith of Blake, Cassels & Graydon LLP, and Michael Smith and Jonathan James of Skadden, Arps, Slate, Meagher & Flom LLP in Toronto represented the underwriting syndicate.