Shaw Communication Inc. et al. - MRRS Decision
Headnote
Mutual Reliance Review System for Exemptive Relief Applications - relief from prospectus and registration requirementsin connection with trades of variable rate equity linked to exchangeable debentures - subsequent trades permittedprovided that they are made over foreign exchange, subject to certain conditions.
Applicable Ontario Statutory Provisions
Securities Act, R.S.O. 1990, s.C.5, as am., ss. 25, 53, 74(1).
IN THE MATTER OF
THE SECURITIES LEGISLATION OF ALBERTA,
BRITISH COLUMBIA, SASKATCHEWAN, MANITOBA,
ONTARIO, QUEBEC, NEW BRUNSWICK, NOVA SCOTIA,
NEWFOUNDLAND, PRINCE EDWARD ISLAND, THE NORTHWEST TERRITORIES,
THE YUKON TERRITORY AND THE TERRITORY OF NUNAVUT
AND
IN THE MATTER OF
THE MUTUAL RELIANCE REVIEW SYSTEM
FOR EXEMPTIVE RELIEF APPLICATIONS
AND
IN THE MATTER OF SHAW COMMUNICATIONS INC.,
848965 ALBERTA LTD.,
SHAW INVESTMENT PARTNERSHIP,
SHAW AT HOME INCENTIVE CORPORATION
AND DEUTSCHE BANK CANADA
AND
IN THE MATTER OF SHAW COMMUNICATIONS INC.,
866153 ALBERTA LTD.,
SHAW INVESTMENT PARTNERSHIP II
AND CREDIT SUISSE FIRST BOSTON SECURITIES CANADA INC.
MRRS DECISION DOCUMENT
1. WHEREAS the local securities regulatory authority or regulator (the "Decision Maker") in each of BritishColumbia, Alberta, Saskatchewan, Manitoba, Ontario, Québec, New Brunswick, Nova Scotia, Newfoundlandand Prince Edward Island, and in the Northwest Territories, the Yukon Territory and the Territory of Nunavut(collectively, the "Jurisdictions") has received an application from Shaw Communications Inc. ("SCI"), 848965Alberta Ltd. ("Shaw Subco #1") and 866153 Alberta Ltd. ("Shaw Subco #2") for a decision pursuant to thesecurities legislation of the Jurisdictions (the "Legislation") that the requirements contained in the Legislationto be registered to trade in a security (the "Registration Requirements") and to file and obtain a receipt for apreliminary prospectus and a prospectus (the "Prospectus Requirements") (collectively, the "Prospectus andRegistration Requirements") shall not apply to trades in connection with certain conversion events related to:
1.1 variable rate equity linked exchangeable debentures of Shaw Subco #1 due November 9, 2024 (the"Shaw Subco #1 Debentures"); and
1.2 variable rate equity linked exchangeable debentures of Shaw Subco #2 due March 8, 2025 (the "ShawSubco #2 Debentures") (together with the Shaw Subco #1 Debentures, the "Debentures");
2. AND WHEREAS, under the Mutual Reliance Review System for Exemptive Relief Applications (the "System"),the Alberta Securities Commission is the principal regulator for this application;
3. AND WHEREAS SCI, Shaw Subco #1 and Shaw Subco #2 have represented to the Decision Makers that:
3.1 SCI is a corporation organized under the Business Corporations Act (Alberta), is a reporting issueror equivalent in each of the Jurisdictions and is not in default of any of the requirements of theLegislation;
3.2 in connection with the Shaw Subco #1 Debentures:
3.2.1 Shaw Subco #1 is a corporation incorporated under the Business Corporations Act (Alberta)and is a direct wholly-owned subsidiary of SCI;
3.2.2 Shaw At Home Incentive Corporation ("SAHIC") is a corporation organized under theBusiness Corporations Act (Alberta) and is an indirect wholly-owned subsidiary of SCI; and
3.2.3 Shaw Investment Partnership ("SIP #1") is a general partnership formed under the laws ofAlberta; and the partners of SIP #1 consist of 850376 Alberta Ltd., which is a direct wholly-owned subsidiary of SCI, and Shaw Investment Limited Partnership ("SILP"), which is alimited partnership, registered in Alberta and indirectly wholly-owned by SCI;
3.3 in connection with the Shaw Subco #2 Debentures:
3.3.1 Shaw Subco #2 is a corporation incorporated under the Business Corporations Act (Alberta)and is a direct wholly-owned subsidiary of SCI; and
3.3.2 Shaw Investment Partnership II ("SIP #2") is a general partnership formed under the laws ofAlberta; and the partners of SIP #2 consist of 866281 Alberta Ltd., which is a direct wholly-owned subsidiary of SCI, and SILP;
3.4 At Home Corporation ("At Home") is a corporation existing under the laws of the state of Delaware andis subject to the reporting requirements of the United States Securities Exchange Act of 1934, asamended;
3.5 the shares of Series A common stock of At Home (the "At Home Common Shares") are listed andposted for trading on The NASDAQ Stock Market ("NASDAQ");
3.6 neither Shaw Subco #1, Shaw Subco #2, SIP #1, SIP #2, SAHIC (collectively, the "Shaw Parties") norAt Home is, and there is no expectation that they will be, a reporting issuer or equivalent in any of theJurisdictions;
3.7 SIP #1, SAHIC and SIP #2 currently beneficially own 2,860,660, 390,000 and 1,110,530 At HomeCommon Shares, respectively, (collectively, the "Pledged Securities") which represent approximately1.37% of the issued and outstanding At Home Common Shares. SCI originally acquired the PledgedSecurities from At Home pursuant to an exemption from the Prospectus and RegistrationRequirements contained in the Legislation, and later caused the Pledged Securities to be transferredto SIP #1, SAHIC and SIP #2, as the case may be;
3.8 according to a list of registered shareholders of At Home maintained by At Home and dated as ofOctober 31, 2000, of the 317,608,496 At Home Common Shares outstanding, approximately 0.0035%were held by registered shareholders resident in Ontario, less than 0.0001% were held by registeredshareholders resident in Quebec and approximately 0.35% were held by registered shareholdersresident in Alberta. Of the registered shareholders, five are resident in Ontario, three are resident inQuebec and four are resident in Alberta;
3.9 the Shaw Subco #1 Debentures, in the aggregate principal amount of U.S. $137,693,000, were issuedby Shaw Subco #1 to Deutsche Bank Canada ("Deutsche Bank") pursuant to a trust indenture (the"Shaw Subco #1 Trust Indenture") dated as of November 9, 1999 (the "Shaw Subco #1 Closing Date")among Shaw Subco #1, SCI, SIP #1, SAHIC and Montreal Trust Company of Canada, as trustee (the"Trustee");
3.10 the Shaw Subco #2 Debentures, in the aggregate principal amount of U.S. $39,053,000, were issuedby Shaw Subco #2 to Credit Suisse First Boston Securities Canada Inc. ("Credit Suisse") pursuantto a trust indenture (the "Shaw Subco #2 Trust Indenture") dated as of March 8, 2000 (the "ShawSubco #2 Closing Date") among Shaw Subco #2, SCI, SIP #2 and the Trustee, as trustee;
3.11 the Debentures were issued by Shaw Subco #1 and Shaw Subco #2 to Deutsche Bank and CreditSuisse, respectively, (collectively, the "Purchasers") pursuant to an exemption from the Prospectusand Registration Requirements contained in the Legislation. The Purchasers may resell theDebentures to persons in, or outside of, the Jurisdictions pursuant to exemptions from the prospectusand registration requirements contained in the Legislation;
3.12 the Debentures have a 25 year term with a maturity date (the "Maturity Date") of November 9, 2024in the case of the Shaw Subco #1 Debentures and March 8, 2025 in the case of the Shaw Subco #2Debentures. The Debentures were issued in U.S. $1,000 denominations, with each U.S. $1,000principal amount of Debenture being exchangeable for At Home Common Shares;
3.13 a prescribed rate of interest will be payable semi-annually on the Debentures by Shaw Subco #1 andShaw Subco #2, as applicable;
3.14 pursuant to guarantees (the "Guarantees"):
3.14.1 each of SIP #1 and SAHIC guarantees, as principal debtor pursuant to the terms of the ShawSubco #1 Trust Indenture, the obligations of Shaw Subco #1 under the Shaw Subco #1Debentures and the Shaw Subco #1 Trust Indenture; and
3.14.2 SIP #2 guarantees, as principal debtor pursuant to the terms of the Shaw Subco #2 TrustIndenture, the obligations of Shaw Subco #2 under the Shaw Subco #2 Debentures and theShaw Subco #2 Trust Indenture;
3.15 as security for the Guarantees, Shaw Subco #1, SIP #1 and SAHIC (all in connection with the ShawSubco #1 Debentures), and Shaw Subco #2 and SIP #2 (both in connection with the Shaw Subco #2Debentures), have pledged to the Trustee all of their right, title and interest in the Pledged Securities(the "Securities Pledges");
3.16 the Pledged Securities include all after-acquired securities, instruments or other personal property orassets distributable in respect of any of the Pledged Securities pursuant to any dividends, interestobligations, stock dividends, recapitalizations, amalgamations, mergers, consolidations, stock splits,combinations, exchanges or otherwise (collectively, "Resulting Property"; any Resulting Propertywhich constitutes securities is referred to as the "Resulting Securities");
3.17 under the terms of the Shaw Subco #1 Trust Indenture and the Shaw Subco #2 Trust Indenture(collectively, the "Trust Indentures") and the Securities Pledges, the Shaw Parties have the right toreplace the Pledged Securities or the Resulting Property from time to time with AuthorizedInvestments (as defined in the Trust Indentures). The Shaw Parties may sell, transfer or otherwisedispose of any such At Home Common Shares or Resulting Property that are released from theSecurities Pledges;
3.18 the Trust Indentures provide that the exchange price (the "Exchange Price") is U.S. $42.3585 per AtHome Common Share, in the case of the Shaw Subco #1 Debentures, and U.S. $35.1661, in the caseof the Shaw Subco #2 Debentures. Each U.S. $1,000 principal amount of Debenture will beexchangeable from time to time and in part or in whole at the option of the Debenture holder (the"Right to Exchange") for, in addition to the payment of accrued but unpaid interest, the number of AtHome Common Shares which is obtained by dividing the applicable Exchange Price into U.S. $1,000(the "Exchange Rate") which on the Shaw Subco #1 Closing Date was 23.6080 At Home CommonShares per U.S. $1,000 principal amount of Shaw Subco #1 Debentures and on the Shaw Subco #2Closing Date was 28.43648 At Home Common Shares per U.S. $1,000 principal amount of ShawSubco #2 Debentures;
3.19 Shaw Subco #1 and Shaw Subco #2 may elect to satisfy their respective obligations under theapplicable Right to Exchange by delivery of:
3.19.1 At Home Common Shares (that constitute Pledged Securities) and/or Resulting Property (ifany); or
3.19.2 in respect of each U.S. $1,000 principal amount of corresponding Debentures, subject toparagraph 3.23 below as it relates to Resulting Property, the cash amount equal to theapplicable Exchange Rate multiplied by the Current Market Price (as defined in theapplicable Trust Indenture) per At Home Common Share (the "At Home Cash Payment");
3.20 at any time after November 9, 2002 in the case of the Shaw Subco #1 Debentures, and March 8,2003, in the case of the Shaw Subco #2 Debentures, and prior to the applicable Maturity Date, andsubject to the right of Debenture holders to exercise the applicable Right to Exchange, Shaw Subco#1 and Shaw Subco #2 may redeem, from time to time, not less than that number of Shaw Subco #1Debentures and Shaw Subco #2 Debentures, respectively, equal to one-third of the correspondingDebentures issued and outstanding on the Shaw Subco #1 Closing Date and Shaw Subco #2 ClosingDate, respectively, in all cases, at a redemption price equal to the principal amount ("RedemptionValue") plus any accrued and unpaid semi-annual payments of interest;
3.21 Shaw Subco #1 and Shaw Subco #2 may elect to satisfy payment of the Redemption Value bydelivery of At Home Common Shares (that constitute Pledged Securities) and/or Resulting Property(if any) or, subject to paragraph 3.23 below as it relates to Resulting Property, by way of the At HomeCash Payment for the amount redeemed;
3.22 the applicable Exchange Rate shall be adjusted by the Trustee upon the occurrence of certain stateddilutive events, which may produce Resulting Property, including a Share Reorganization, adistribution of an Extraordinary Cash Dividend or Dividend Property, a Reorganization Event or aMerger Event (as such terms are defined in the Trust Indentures and each referred to herein as an"Adjustment Event"), all in accordance with the provisions of the applicable Trust Indenture;
3.23 the provisions of the Trust Indentures relating to the satisfaction of the respective obligations of ShawSubco #1 and Shaw Subco #2 under the applicable Right to Exchange and on redemption provide thatResulting Property, including Resulting Securities, for which there is no liquid market, must bedistributed in kind to the corresponding Debenture holders upon exchange or redemption. In suchcircumstances, cash in the form of the At Home Cash Payment or otherwise cannot be delivered inlieu thereof;
3.24 on the applicable Maturity Date, to the extent that the corresponding Debentures have not beenpreviously redeemed or exchanged, in respect of each U.S. $1,000 principal amount of suchcorresponding Debentures, Shaw Subco #1 and Shaw Subco #2 will repay the Shaw Subco #1Debentures and the Shaw Subco #2 Debentures, respectively, at the principal amount of suchcorresponding Debentures plus any accrued and unpaid semi-annual payments of interest(collectively, the "Maturity Value") in accordance with the provisions of the applicable Trust Indenture;
3.25 at the option of Shaw Subco #1 and Shaw Subco #2, and subject to paragraph 3.23 above as itrelates to Resulting Property, the applicable Maturity Value may be satisfied in respect of each U.S.$1,000 principal amount of corresponding Debentures by:
3.25.1 delivery to a corresponding Debenture holder of At Home Common Shares (that constitutePledged Securities) and/or Resulting Property (if any) with a value, based on the CurrentMarket Price on the date which is one business day prior to the applicable Maturity Date,equal to the applicable Maturity Value; or
3.25.2 any combination of 3.25.1 and cash;
3.26 any of the Shaw Parties, in connection with the Shaw Subco #1 Debentures or Shaw Subco #2Debentures, as applicable, may enter into Securities Lending Transactions (as defined in paragraph3.31 below) whereby the At Home Common Shares and/or Resulting Securities which any of themreceives from the Trustee upon replacement of such securities with Authorized Investments, asdescribed above in paragraph 3.17, are loaned to a securities borrower who may be:
3.26.1 a corresponding Debenture holder; or
3.26.2 an intermediary who is a qualified party, as described in Appendix A, ("Qualified Party") andwho wishes to loan the At Home Common Shares and/or Resulting Securities to acorresponding Debenture holder, for the purposes described in paragraphs 3.27 to 3.30below;
3.27 a Debenture holder may seek to limit the risk of declining value in the At Home Common Sharesand/or Resulting Securities, which the Debenture holder would receive on an exercise of theapplicable Right to Exchange, by the use of a short hedge;
3.28 to implement a short hedge, the Debenture holder would sell short a certain number of At HomeCommon Shares and/or Resulting Securities and then borrow the same number of At Home CommonShares and/or Resulting Securities to settle the short sale;
3.29 the Debenture holder may borrow the At Home Common Shares and/or Resulting Securities from anyof the Shaw Parties, in connection with the Shaw Subco #1 Debentures or Shaw Subco #2Debentures, as applicable, or from a Qualified Party (who obtained the At Home Common Shares asdescribed above in paragraph 3.26 or otherwise);
3.30 at a future time, the Debenture holder will be required to buy the same number of At Home CommonShares and/or Resulting Securities, or exercise the applicable Right to Exchange to obtain suchnumber of At Home Common Shares and/or Resulting Securities, in order to repay the securities loanto a securities lender who may then use such At Home Common Shares and/or Resulting Securitiesin another securities lending transaction;
3.31 the transactions involved in paragraphs 3.26 to 3.30 above (inclusive) are referred to herein as the"Securities Lending Transactions"; and
3.32 in order to provide maximum flexibility to SCI, Shaw Subco #1 and Shaw Subco #2 during the termof the Debentures, Debentures properly tendered, delivered or exchanged by a holder in connectionwith the exercise by a Debenture holder of the applicable Right to Exchange, or in connection with thepayment of the applicable Redemption Value on redemption, may, at the direction of Shaw Subco #1or Shaw Subco #2, as the case may be, be purchased, redeemed or otherwise acquired by asubsidiary of SCI other than Shaw Subco #1 or Shaw Subco #2, as the case may be. Debentures sopurchased, redeemed or otherwise acquired will not be cancelled and may be re-issued. On such apurchase, redemption or other acquisition by a subsidiary of SCI other than Shaw Subco #1 or ShawSubco #2, as the case may be, such subsidiary is required to deliver to the Debenture holder thesame consideration that would otherwise be deliverable by Shaw Subco #1 or Shaw Subco #2, as thecase may be, on the exercise of the applicable Right to Exchange, or in connection with the paymentof the applicable Redemption Value on redemption, as the case may be, including At Home CommonShares or Resulting Securities;
4. AND WHEREAS, under the System, this MRRS Decision Document evidences the decision of each DecisionMaker (collectively, the "Decision");
5. AND WHEREAS each of the Decision Makers is satisfied that the test contained in the Legislation that providesthe Decision Maker with the jurisdiction to make the Decision has been met;
6. THE DECISION of the Decision Makers pursuant to the Legislation is that the Prospectus and RegistrationRequirements shall not apply to trades of Shaw Subco #1 Debentures, Shaw Subco #2 Debentures, At HomeCommon Shares or Resulting Securities in connection with:
6.1 the exercise by a Debenture holder of the applicable Right to Exchange;
6.2 the payment of the Redemption Value of a Debenture on redemption;
6.3 the payment of the Maturity Value of a Debenture on the applicable Maturity Date;
6.4 the replacement of At Home Common Shares or Resulting Securities with Authorized Investments;
6.5 the purchase of Shaw Subco #1 Debentures by a subsidiary of SCI other than Shaw Subco #1; and
6.6 the purchase of Shaw Subco #2 Debentures by a subsidiary of SCI other than Shaw Subco #2;
(collectively, the "Conversion or Transaction Events") provided that, at the time of such trades, Shaw Subco#1 or Shaw Subco #2, as applicable, is not a reporting issuer or equivalent in any of the Jurisdictions;
7. THE FURTHER DECISION of the Decision Makers pursuant to the Legislation is that any subsequent tradeof Shaw Subco #1 Debentures, Shaw Subco #2 Debentures, At Home Common Shares or Resulting Securitiesacquired in connection with a Conversion or Transaction Event shall be a distribution or a primary distributionto the public unless:
7.1 the trade is executed through the facilities of NASDAQ or a stock exchange located outside of Canadain accordance with the laws and rules applicable to NASDAQ or such exchange;
7.2 in connection with the Shaw Subco #1 Debentures, the trade is made in connection with a SecuritiesLending Transaction to a Shaw Subco #1 Debenture holder, Shaw Subco #1, SAHIC, SIP #1 or aQualified Party; or
7.3 in connection with the Shaw Subco #2 Debentures, the trade is made in connection with a SecuritiesLending Transaction to a Shaw Subco #2 Debenture holder, Shaw Subco #2, SIP #2 or a QualifiedParty.
DATED at Calgary, Alberta this 15th day of December, 2000.
"Eric T. Spink" "Thomas D. Pinder"
Vice-Chair Member
APPENDIX A
QUALIFIED PARTIES FOR SECURITIES LENDING TRANSACTIONS
INTERPRETATION
(1) The terms "subsidiary" and "holding body corporate" used in paragraphs (w), (x) and (y) of subsection (3) ofthis Appendix have the same meaning as they have in the Canada Business Corporations Act (Canada).
(2) All requirements contained in this Appendix that are based on the amounts shown on the balance sheet of anentity apply to the consolidated balance sheet of the entity.
QUALIFIED PARTIES ACTING AS PRINCIPAL
(3) The following are qualified parties for securities lending transactions, if acting as principal:
Banks
(a) a bank listed in Schedule I or II to the Bank Act (Canada);
(b) the Business Development Bank of Canada incorporated under the Business Development Bank ofCanada Act (Canada);
(c) a bank subject to the regulatory regime of a country that is a member of the Basle Accord, or that hasadopted the banking and supervisory rules set out in the Basle Accord, if the bank has a minimumpaid up capital and surplus, as shown on its last audited balance sheet, in excess of $25 million or itsequivalent in another currency;
Credit Unions and Caisses Populaires
(d) a credit union central, federation of caisses populaires, credit union or regional caisse populaire,located, in each case, in Canada;
Loan and Trust Companies
(e) a loan corporation or trust corporation registered under the Trust and Loan Companies Act (Canada),or under comparable legislation in any other province or territory of Canada;
(f) a loan company or trust company subject to the regulatory regime of a country that is a member ofthe Basle Accord, or that has adopted the banking and supervisory rules set out in the Basle Accord,if the loan company or trust company has a minimum paid up capital and surplus, as shown on its lastaudited balance sheet, in excess of $25 million or its equivalent in another currency;
Insurance Companies
(g) an insurance company licensed to do business in Canada or a province or territory of Canada, if theinsurance company has a minimum paid up capital and surplus, as shown on its last audited balancesheet, in excess of $25 million or its equivalent in another currency;
(h) an insurance company subject to the regulatory regime of a country that is a member of the BasleAccord, or that has adopted the banking and supervisory rules set out in the Basle Accord, if theinsurance company has a minimum paid up capital and surplus, as shown on its last audited balancesheet, in excess of $25 million or its equivalent in another currency;
Sophisticated Entities
(i) a person or company that
(i) has entered into one or more transactions involving OTC derivatives (as that term is definedin proposed Ontario Securities Commission Rule 91-504) with counterparties that are not itsaffiliates, if
(A) the transactions had a total gross dollar value of or equivalent to at least $1 billionin notional principal amount; and
(B) any of the contracts relating to one of these transactions was outstanding on anyday during the previous 15-month period, or
(ii) had total gross marked-to-market positions of or equivalent to at least $100 millionaggregated across counterparties, with counterparties that are not its affiliates in one or moretransactions involving OTC derivatives on any day during the previous 15-month period;
Individuals
(j) an individual who has a net worth of at least $5 million, or its equivalent in another currency, excludingthe value of his or her principal residence;
Governments/Agencies
(k) Her Majesty in right of Canada or any province or territory of Canada and each crown corporation,instrumentality and agency of a Canadian federal, provincial or territorial government;
(l) a national government of a country that is a member of the Basle Accord, or that has adopted thebanking and supervisory rules of the Basle Accord, and each instrumentality and agency of thatgovernment or corporation wholly-owned by that government;
Municipalities
(m) any Canadian municipality with a population in excess of 50,000 and any Canadian provincial orterritorial capital city;
Corporations and other Entities
(n) a company, partnership, unincorporated association or organization or trust, other than an entityreferred to in paragraph (a), (b), (c), (d), (e), (f), (g) or (h), with total revenue, as shown on its lastaudited financial statements, in excess of $25 million or its equivalent in another currency;
Pension Plan or Fund
(o) a pension fund that is regulated by either the Office of the Superintendent of Financial Institutions(Canada) or a provincial pension commission, if the pension fund has total net assets, as shown onits last audited balance sheet, in excess of $25 million, provided that, in determining net assets, theliability of a fund for future pension payments shall not be included;
Mutual Funds and Investment Funds
(p) a mutual fund or non-redeemable investment fund if each investor in the fund is a qualified party andif the fund is otherwise entitled to enter into securities lending transactions under the applicableLegislation;
(q) a mutual fund that distributes its securities in a Jurisdiction, if the portfolio manager of the fund isregistered as an adviser, other than a securities adviser, under the Legislation in any Jurisdiction andif the fund is otherwise entitled to enter into securities lending transactions under the applicableLegislation;
(r) a non-redeemable investment fund that distributes its securities in a Jurisdiction, if the portfoliomanager of the fund is registered as an adviser, other than a securities adviser, under the Legislationin any Jurisdiction and if the fund is otherwise entitled to enter into securities lending transactionsunder the applicable Legislation;
Brokers/Investment Dealers
(s) a person or company registered under the Legislation in any Jurisdiction or securities legislation in theUnited States as a broker or an investment dealer or both;
(t) a person or company registered under the Legislation in Ontario as an international dealer if theperson or company has total assets, as shown on its last audited balance sheet, in excess of $25million or its equivalent in another currency;
Futures Commission Merchants
(u) a person or company registered under commodity futures legislation in any Jurisdiction as a dealerin the category of futures commission merchant, or in an equivalent capacity;
Charities
(v) a registered charity under the Income Tax Act (Canada) with assets not used directly in charitableactivities or administration, as shown on its last audited balance sheet, of at least $5 million or itsequivalent in another currency;
Affiliates
(w) a wholly-owned subsidiary of any of the organizations described in paragraph (a), (b), (c), (d), (e), (f),(g), (h), (n), (o), (s), (t) or (u);
(x) a holding body corporate of which any of the organizations described in paragraph (w) is a wholly-owned subsidiary;
(y) a wholly-owned subsidiary of a holding body corporate described in paragraph (x);
(z) a firm, partnership, joint venture or other form of unincorporated association in which one or more ofthe organizations described in paragraph (w), (x) or (y) have a direct or indirect controlling interest.