Bidder Identification Number
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Application to Participate in Round 1 of the Auction of Residual Spectrum Licences
in the 2300 MHz and 3500 MHz Bands
(Please print or type all information below.)
Part 1. Applicant Details
1. Applicant’s Name_____________________________________________________________________________________________________
2. Address (Street, P.O. Box, etc.) _________________________________________________________________________________________
3. City/Town _______________________________________
4. Province/Territory _____________________________________
5. Postal Code _________________
6. Language Preference
“ English
7. Applicant Classification
“ Corporation “ Individual
“ Partnership
“ French
“ Joint Venture
8. Beneficial Ownership
Details of the beneficial ownership for every entity that owns more than 10% of the Applicant’s voting shares, non-voting shares, partnership
interests, or any other beneficial interests, as the case may be, must be submitted with this application.
Part 2. Auction Authorized Representative
The person listed below is nominated by the Applicant as its Auction Authorized Representative. Unless otherwise indicated by the Applicant, all
documentation pertaining to the current round of the Auction of Residual Spectrum Licences in the 2300 MHz and 3500 MHz Bands will be
forwarded to the Auction Authorized Representative.
9. Auction Authorized Representative
Name (First, Middle, Last)
Title
Telephone No.
(
E-mail Address
)
Fax No.
(
)
Mailing Address
Participating bidders are required to submit a financial deposit equal to the Reserve Price of the licence(s) on which they intend to bid. The financial
deposit is to be in the form of an Irrevocable Standby Letter of Credit and is subject to the terms and conditions contained in Attachment B. Enter the
sum of your required pre-auction financial deposit in Box C below.
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10. Box C - Financial Deposit
$
Important Note:
No interest will be paid by the Government of Canada on the pre-auction deposit.
Part 3. Consent and Authority
11. Licence Conditions
I certify that I have read and that I understand the licence conditions as set out in the Licensing Framework for the Auction of Residual Spectrum
Licences in the 2300 MHz and 3500 MHz Bands, published in May 2009.
12. Declaration - Disclosure of Affiliated and Associated Entities and Prohibition of Collusion
I certify that the Applicant has disclosed all Affiliated and Associated Entities as defined in Section 5.4 of the Licensing Framework for the Auction
of Residual Spectrum Licences in the 2300 MHz and 3500 MHz Bands in this application and that the Applicant:
(1) will ensure that only one Affiliated or Associated Entity bids on behalf of all of the Affiliated or Associated Entities; and
(2) will not enter into any further affiliations or associations until the deadline for final payment on winning bid for this round.
As per section 5.3 of the Licensing Framework for the Auction of Residual Spectrum Licences in the 2300 MHz and 3500 MHz Bands, I also certify
that the Applicant has not entered into and will not enter into any agreements or arrangements of any kind with any competitor regarding the amount
to be bid, bidding strategies or the particular licence(s) on which the Applicant or competitors will or will not bid. For the purposes of this
certification, the word competitor means any entity, other than the Applicant or its Affiliated and/or Associated Entities, who could potentially be a
bidder in this round of the auction based on its qualifications, abilities or experience.
I understand that if this certification is found not to be true and complete in every respect, then:
(1) the Applicant will be disqualified from bidding or continuing to bid;
(2) the Applicant’s provisionally winning bids will be deemed to have been forfeited, and the appropriate penalties will apply; and
(3) any licence that may already have been issued to the Applicant as a result of this auction process may be revoked.
For additional information, please refer to Section 5.4 of the Licensing Framework for the Auction of Residual Spectrum Licences in the 2300 MHz
and 3500 MHz Bands, published in May 2009.
13. Eligibility Requirements
I certify that I have read and that I understand the contents of the Canadian carrier eligibility criteria as set out in section 10 of the
Radiocommunication Regulations and I comply, or will comply, with the Canadian carrier ownership and control requirements, as applicable.
I certify that I have read and that I understand the contents of the eligibility requirements for radiocommunication users and radiocommunication
service providers as set out in section 9(1) of the Radiocommunication Regulations and I comply, or will comply, with the requirements, as
applicable.
14. Release of Information
I consent to the publication by Industry Canada of all the information contained in this application and attachments, except for the Deed of
Acknowledgement (Attachment A), and the Irrevocable Standby Letter of Credit.
15. Signature
I certify that I am the Auction Authorized Representative of the above-named Applicant, that I have read the Licensing Framework for the Auction of
Residual Spectrum Licences in the 2300 MHz and 3500 MHz Bands, published in May 2009, and the Policy and Licensing Procedures for the
Auction of Spectrum Licences in the 2300 MHz and 3500 MHz Bands, published July 9, 2004, in full and understand the policies, rules and
definitions specified in these documents, and that the foregoing certifications and all matters and things stated in this application, including its
attachments, are true and correct.
SIGNED this ________________ day of ____________________________, 2009.
______________________________________________________________
Signature of Applicant or Individual Authorized to Sign for the Applicant
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Bidder Identification Number
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Attachment A - Deed of Acknowledgement
From: _______________________________________________________
Name of Applicant (“Applicant”)
To: Her Majesty the Queen in Right of Canada
In consideration of the Minister of Industry (“Minister”) holding a spectrum auction in accordance with the
Licensing Framework for the Auction of Residual Spectrum Licences in the 2300 MHz and 3500 MHz Bands,
published in May 2009, the Minister’s approval of the Applicant’s participation in this auction, and other good
and valid considerations, the receipt and sufficiency of which are hereby acknowledged by the Applicant and the
Minister, the Applicant covenants and agrees:
1. to accept and to be bound by all of the terms and conditions of the spectrum auction as set out in
Canada Gazette Notice DGRB-007-09 and the Licensing Framework for the Auction of Residual Spectrum
Licences in the 2300 MHz and 3500 MHz Bands; and
2. to pay any debt or obligation to Her Majesty the Queen in Right of Canada which the Applicant may incur as
a result of the Applicant’s participation in the spectrum auction, and without limiting the generality of the
foregoing, to honour all of the Applicant’s bids and all amounts owing in relation to withdrawal and forfeiture
penalties.
This Deed of Acknowledgment shall become effective on the date that the Minister issues the Qualified Bidder
Certificate to the Applicant.
I certify that I am the Auction Authorized Representative of the above-named Applicant.
Name:
___________________________________________________
(Please print)
Position: __________________________________________________
(Please print)
____________________________________________
Signature
Corporate Seal [if available]
Dated on the ________ day of_______, 2009 at the ______________ of________________________
(city, town)
in the Province/Territory of__________________________________
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Attachment B - Elements of the Irrevocable Standby Letter of Credit
The Irrevocable Standby Letter of Credit, and/or any amendments thereto, shall:
(1) be issued by a financial institution (“Issuer”) which is a member of the Canadian Payments
Association;
(2) be issued in the name of the Applicant for the current round of the Auction of Residual Spectrum
Licences in the 2300 MHz and 3500 MHz Bands;
(3) provide for a face amount in accordance with the deposit amount required in the rules and policies
laid out in Canada Gazette Notice DGRB-007-09, Licensing Framework for the Auction of Residual
Spectrum Licences in the 2300 MHz and 3500 MHz Bands;
(4) provide for sight payment to the Receiver General for Canada (“Beneficiary”) against presentation
of a written demand for payment, signed by the Assistant Deputy Minister, Spectrum, Information
Technologies and Telecommunications, Industry Canada, or the Director General,
Radiocommunications and Broadcasting Regulatory Branch, Industry Canada, certifying that the
Applicant:
(a) owes monies as a result of being the highest bidder on a licence or licences upon cessation of
bidding; or
(b) owes penalties upon cessation of bidding; or
(c) owes monies as a result of being the highest bidder on a licence or licences and owes penalties
upon cessation of bidding;
(5) provide that the Issuer shall honour the Beneficiary’s demand for payment on sight without inquiring
whether the Beneficiary has a right or agreement as between itself and the Applicant to such
payment without recognizing any claim of the Applicant;
(6) provide that multiple written demands for payment may be presented subject to the sum of those
demands not exceeding the face amount of the Letter of Credit;
(7) provide that the Letter of Credit shall expire at close of banking business on (INSERT THE DATE
WHICH CORRESPONDS TO 30 DAYS AFTER FINAL PAYMENT DUE) if not drawn upon
on or before that date; and
(8) provide that it is subject to the International Chamber of Commerce (ICC) Uniform Customs and
Practice for Documentary Credits, 2007 Revision, Publication No. 600.
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Where an Applicant is submitting a Letter of Credit (LOC) that has been issued to an Associated or
Affiliated Entity in support of its application, the Applicant shall refer to the following alternate
wording for the sample Letter of Credit in Attachment C:
At the request of our customer, (INSERT NAME OF ENTITY THAT WAS ISSUED AN
LOC), we, (INSERT FINANCIAL INSTITUTION’S NAME AND FULL MAILING
ADDRESS HERE), hereby issue in your favour our Irrevocable Standby Letter of Credit in
the aggregate amount of (ENTER DOLLAR AMOUNT HERE). This Letter of Credit will
be used to support the application of (INSERT NAME OF APPLICANT ACTING ON
BEHALF OF ASSOCIATED OR AFFILIATED ENTITY) as an Applicant in the current
round of the Auction of Residual Spectrum Licences in the 2300 MHz and 3500 MHz Bands.
The Letter of Credit is one of the vital documents that should be carefully addressed and may require
your financial institution to deviate from its standard form of Letter of Credit. To assist applicants in the
current round of the Auction of Residual Spectrum Licences in the 2300 MHz and 3500 MHz Bands, a
sample Letter of Credit that would be acceptable to the Department is presented in Attachment C.
If you require additional information, please contact:
Mylène Germain
Acting Manager, Spectrum Auctions
Radiocommunications and Broadcasting Regulatory Branch
Industry Canada
300 Slater Street, 15th floor
Ottawa, Ontario K1A 0C8
Telephone: 613-998-9707
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Attachment C - Sample Letter of Credit
BENEFICIARY:
Receiver General for Canada
c/o Industry Canada
300 Slater Street, 15th Floor
Ottawa, Ontario K1A 0C8
DATE:
_________________
AMOUNT:
_________________
At the request of our customer, (INSERT APPLICANT’S NAME), we, (INSERT FINANCIAL
INSTITUTION’S NAME AND FULL MAILING ADDRESS), hereby issue in your favour our Irrevocable
Standby Letter of Credit in the aggregate amount of (INSERT DOLLAR VALUE).
We authorize you to draw on this branch under this Letter of Credit in the form of a written demand for payment,
which demand we shall honour on sight without inquiring whether you have a right as between you and the
Applicant to make such demand and without acknowledging any claim of the Applicant. Multiple written
demands may be presented subject to the sum of those demands not exceeding (INSERT DOLLAR VALUE).
The request to draw upon this Letter of Credit will be honoured provided, however, that you are to deliver to us at
the above address a written demand for payment to the Receiver General for Canada signed by the Assistant
Deputy Minister, Spectrum, Information Technologies and Telecommunications, Industry Canada, or the Director
General, Radiocommunications and Broadcasting Regulatory Branch, Industry Canada, certifying that the
Applicant:
(i)
owes monies as a result of being the highest bidder on a licence or licences upon cessation of bidding;
OR
(ii)
owes penalties upon cessation of bidding; OR
(iii) owes monies as a result of being the highest bidder on a licence or licences and owes penalties upon
cessation of bidding.
THIS LETTER OF CREDIT IS ISSUED SUBJECT TO INTERNATIONAL CHAMBER OF COMMERCE
(ICC) UNIFORM CUSTOMS AND PRACTICE FOR DOCUMENTARY CREDITS, 2007 REVISION,
PUBLICATION NO. 600.
The above documentation must be presented at this branch on or before the end of banking business on (INSERT
THE DATE WHICH CORRESPONDS TO 30 DAYS AFTER FINAL PAYMENT DUE) at which time this
Letter of Credit will expire.
______________________________
Authorized Signature
______________________________
Authorized Signature
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Bidder Identification Number
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Attachment D
Declaration of Ownership and Control by Provisional Winners of Residual Spectrum
Licences in the 2300 MHz and 3500 MHz Bands Who Intend to Operate as
Radiocommunication Carriers
Note: If the provisional licence winner is not a corporation, then documents dealing with the same subject matters must be
submitted.
I, the undersigned, do hereby make the following statements that I certify to be true and complete in every respect.
I certify, on behalf of ______________________________________________________________________ that:
(Name of Applicant)
I have read and I understand the contents of the Canadian carrier eligibility criteria as set out in section 10 of the
Radiocommunication Regulations and _________________________________________________________ complies
(Name of Applicant)
with the said Canadian carrier ownership and control requirements.
Two copies of the following supporting documents must be submitted 10 days after the cessation of bidding:
1.
General
1.1
A narrative and a chart explaining the corporation’s Canadian ownership and control structure.
2.
Incorporation Documents
2.1
The incorporating documents, including any bylaws, addendums and appendices.
2.2
All agreements between or among any operating corporation, holding corporation and any other
affiliated corporation related to the governance or management of these corporations.
3.
Shareholdings
3.1
Certified copies of the current Register of Shareholders, for all classes and series of shares, stating
the citizenship and ordinary residency of each shareholder, for the corporation and holding
corporation(s).
3.2
The details of the rights, privileges, restrictions and conditions of each class of shares for the
corporation and any related holding corporation.
3.3
For each shareholder who is an individual and identified as “Canadian” (as defined in the
Canadian Telecommunications Common Carrier Ownership and Control Regulations), an
affidavit (oath) or statutory declaration (solemn declaration), taken before a commissioner or
other person authorized to take affidavits attesting to each shareholder’s citizenship or permanent
residence and ordinary residence in Canada. Alternatively, a letter from a member in good
standing with a Bar of one of the provinces or territories or the Order of Notaries of the Province
of Quebec confirming that the member has examined the appropriate documentation and is
satisfied that the individual meets the definition of Canadian (as defined in the Canadian
Telecommunications Common Carrier Ownership and Control Regulations).
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3.4
For each shareholder who is an entity listed in the definition of “Canadian” in section 2 of the
CTCCOCR (e.g. a “qualified corporation” or a “qualified trust”, documentation demonstrating
that the entity is qualified under the relevant definition of the CTCCOCR, including with respect
to beneficial ownership and control).
3.5
Any other document identifying the details of the beneficial ownership by Canadians, and by
non-Canadians, of each class of shares for the corporation and any related holding corporation.
3.6
However, where shares of the corporation are widely held, and where the Register or the books or
records of the corporation include the address of each registered shareholder (other than a
depositary or intermediary), a certified copy of the register or records will be sufficient.
3.7
Copies of all shareholder or partnership agreements for the corporation and any related holding
corporation.
4.
Directors
4.1
Certified copies of the current Register of Directors for the corporation and any related holding
corporation, indicating citizenship and ordinary residency.
4.2
If there is a relationship between a director and a non-Canadian shareholder, information
regarding the nature of that relationship (e.g. employee, officer, director, shareholder, significant
contract; or spouse of employee, officer, director, shareholder).
4.3
The details of any agreements or arrangements related to the nomination, designation or election
of directors of the corporation and any related holding corporation.
4.4
An affidavit or statutory declaration, taken before a commissioner or other person authorized to
take affidavits attesting to each director’s citizenship or permanent residence and ordinary
residence in Canada. Alternatively, a letter from a member in good standing with the Bar of one
of the provinces or territories or the Order of Notaries of the Province of Quebec confirming that
the member has examined the appropriate documentation and is satisfied that the individual meets
the definition of Canadian (as defined in the CTCCOCR).
5.
Officers
5.1
The name, citizenship and office held of each officer of the corporation and any related holding
corporation, and the details of any relationship between the officers and non-Canadian
shareholders.
5.2
The details of any agreements or arrangements related to the appointment of officers of the
corporation and any related holding corporation.
6.
Financing
6.1
The complete details of the financial structure of the corporation and any related holding
corporation, including the source of debt and equity financing. This includes details on the share
structure, sources of financing (banks, shareholders, passive investors, etc.), and copies of any
agreement related to current or future Canadian or non-Canadian equity (voting and non-voting).
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7.
Agreements
7.1
Copies of any agreements or covenants between the corporation and any non-Canadian
shareholder partner or affiliate. This includes agreements or arrangements for the provision of
management services, licensing agreements, or instruments granting current or future rights in the
corporation’s radiocommunication operations and assets.
7.2
The details of any other agreement or arrangement that may relate to control in fact of the
corporation or any related holding corporation.
Important Notice:
Industry Canada reserves the right to review all ownership and control information and to request further information.
_____________________________________________
(Printed Name and Signature)
___________________________________
(Position Title)
_______________________________
(Date)
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Attachment E
Declaration of Eligibility by Provisional Winners of Residual Spectrum Licences in the
2300 MHz and 3500 MHz Bands Who Intend to Operate as Radiocommunication Users or
Radiocommunication Service Providers
I, the undersigned, do hereby make the following statements that I certify to be true and complete in every respect.
I certify, on behalf of ______________________________________________________________________ that:
(Name of Applicant )
I have read and I understand the contents of the Radiocommunication Users or Radiocommunication Service Provider
eligibility criteria as set out in section 9(1) of the Radiocommunication Regulations and
_____________________________________________________________complies with the said eligibility criteria.
(Name of Applicant)
Two copies of the following documents demonstrating the applicant’s eligibility to hold a licence must be submitted 10 days
after the cessation of bidding:
- an individual who is
(i)
(ii)
(iii)
a citizen within the meaning of subsection 2(1) of the Citizenship Act,
a permanent resident within the meaning of subsection 2(1) of the Immigration Act, or
a non-resident who has been issued an employment authorization under the Immigration and Refugee Protection Act;
- a corporation that is incorporated or continued under the laws of Canada or a province;
- a partnership or joint venture where each partner or co-venturer is eligible to be issued a radio licence under this subsection;
- a Canadian government, whether federal, provincial or local, or an agency thereof;
- the Government of a country other than Canada, which is a signatory to the Vienna Convention on Diplomatic relations,
done at Vienna, April 18, 1961;
- any person who is the registered owner of an aircraft that is registered in Canada, for the establishment and operation of a
station on board the aircraft;
- any person who is the registered or licensed owner of a ship or vessel that is registered under the Canada Shipping Act or
licensed under the Coasting Trade Act, for the establishment and operation of a station on board the ship or vessel; and
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- any person who is a resident of a country other than Canada, who
(i) seeks to establish and operate a radio station designed for interconnection with a public switched network, or
(ii) requires a radio licence for radio apparatus used for a special event of a limited duration.
__________________________________
(Printed Name and Signature)
__________________________________
(Position Title)
_________________
(Date)
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Attachment F – Checklist of Forms
Did you remember to complete and enclose each of the following documents?
□ Application Form
□ Deed of Acknowledgement (Attachment A)
□ Beneficial Ownership information (Part I, Section 8 of Application Form)
□ Pre-auction deposit (refer to Attachments B and C)
□ Declaration of Ownership and Control or Declaration of Eligibility (refer to Attachment D or E)
The documents can be obtained on Industry Canada’s Spectrum Management and Telecommunications
website at http://www.ic.gc.ca/spectrumauctions.
Important Note:
It is in the interest of applicants to seek independent legal, financial and engineering advice before
deciding to participate in this auction. Furthermore, applicants are urged to familiarize themselves with
the provisions contained in the following documents:
•
•
•
•
•
•
•
Radiocommunication Act
Radiocommunication Regulations
Framework for Spectrum Auctions in Canada
Canadian Ownership and Control (CPC-2-0-15)
Telecommunications Act
Canadian Telecommunications Common Carrier Ownership and Control Regulations, and
Competition Act (see in particular sections 45 (conspiracy) and 47 (bid-rigging)).
The Department reserves the right to request additional information on the present application. The
following are to be physically delivered to the address below by 5:00 p.m., EDT, on the receipt
deadline for applications, in a form acceptable to the Department: application form; Deed of
Acknowledgement; any other associated document that may be required (as per the instructions
provided on the various forms); and accompanying financial deposit, which must be an Irrevocable
Standby Letter of Credit (see Attachments C and D of the Application Form).
Manager, Spectrum Auctions
Radiocommunications and Broadcasting Regulatory Branch
Industry Canada
300 Slater Street, 15th Floor
Ottawa, Ontario K1A 0C8
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