Exhibit 99.1
FORM 51-102F3
MATERIAL CHANGE REPORT
Item 1 Name and Address of Company
ROYAL GROUP TECHNOLOGIES LIMITED (the “Company”)
1 Royal Gate Boulevard
Vaughan, Ontario L4L 8Z7
Item 2 Date of Material Change
July 11, 2005
Item 3 News Release
A press release was issued on July 11, 2005 in Toronto, Ontario and disseminated across Canada by Canada Newswire
Item 4 Summary of Material Change
On July 11, 2005, the Company announced that it has received notification that the U.S. Securities and Exchange Commission (SEC) is conducting a formal, non-public investigation related to past accounting practices and disclosures.
"We have been communicating with the SEC to keep it advised of the progress of Royal Group's internal investigations related to the issues of concern to the company, the Ontario Securities Commission (OSC), and Royal Canadian Mounted Police (RCMP)," said James Sardo, Chair of the Special Committee of Royal Group's Board that has been overseeing the investigation process. "Royal Group will continue to cooperate fully with the SEC as we are doing with the OSC and RCMP."
Item 5 Full Description of Material Change
Please see the press release attached hereto as Schedule “A”.
Item 6 Reliance on subsection 7.1(2) or (3) of National Instrument 51-102
Not applicable.
Item 7 Omitted Information
Not applicable.
- 2 -
Item 8 Executive Officer
For further information, please contact:
Mark Badger,
Vice President, marketing and Corporate Communications
Tel: (905) 264-0701
Fax: (905) 264-0702
Item 9 Date of Report
July 21, 2005
SCHEDULE “A”
Royal Group receives notice from SEC of formal investigation
TORONTO, July 11 /CNW/ - Royal Group Technologies Limited (RYG.SV-TSX; RYG-NYSE) (Royal Group or the company) today announced that it has received notification that the U.S. Securities and Exchange Commission (SEC) is conducting a formal, non-public investigation related to past accounting practices and disclosures.
"We have been communicating with the SEC to keep it advised of the progress of Royal Group's internal investigations related to the issues of concern to the company, the Ontario Securities Commission (OSC), and Royal Canadian Mounted Police (RCMP)," said James Sardo, Chair of the Special Committee of Royal Group's Board that has been overseeing the investigation process. "Royal Group will continue to cooperate fully with the SEC as we are doing with the OSC and RCMP."
Royal Group Technologies Limited is a manufacturer of innovative, polymer-based home improvement, consumer, and construction products. The company has extensive vertical integration, with operations dedicated to provision of materials, machinery, tooling, real estate, and transportation services to its plants producing finished products. Royal Group's manufacturing facilities are primarily located throughout North America, with international operations in South America, Europe, and Asia. Additional investment information is available on Royal Group's web site at www.royalgrouptech.com under the "Investor Relations" section.
The information in this document contains certain forward-looking statements with respect to Royal Group Technologies Limited, its subsidiaries and affiliates. These statements are often, but not always made through the use of words or phrases such as "expect", "should continue", "continue", "believe", "anticipate", "estimate", "contemplate", "target", "plan", "budget", "may", "will", "schedule" and "intend" or similar formulations. By their nature, these forward-looking statements are necessarily based upon a number of estimates and assumptions that, while considered reasonable by management, are inherently subject to significant, known and unknown, business, economic, competitive, and other risks, uncertainties and other factors affecting Royal Group specifically or its industry generally that could cause actual performance, achievements and financial results to differ materially from those contemplated by the forward-looking statements. These risks and uncertainties include the outcome of the ongoing internal review and investigations by the Special Committee of the Board of Directors; fluctuations in the level of renovation, remodeling and construction activity; changes in product costs and pricing; an inability to achieve or delays in achieving savings related to the cost reductions or increases in revenues related to sales price increases; the sufficiency of our restructuring activities, including the potential for higher actual costs to be incurred in connection with restructuring activities compared to the estimated costs of such actions; the ability to recruit and retain qualified employees; the level of outstanding debt and our current debt ratings; the ability to meet the financial covenants in our credit facilities; the ability to successfully replace our syndicated credit facility; changes in product mix; the growth rate of the markets into which Royal Group's products are sold; market acceptance and demand for Royal Group's products; changes in availability or prices for raw materials; pricing pressures resulting from competition; difficulty in developing and introducing new products; failure to penetrate new markets effectively; the effect
- 2 -
on foreign operations of currency fluctuations, tariffs, nationalization, exchange controls, limitations on foreign investment in local business and other political, economic and regulatory risks; difficulty in preserving proprietary technology; adverse matters, intellectual property disputes, or similar matters; changes in securities or environmental laws, rules and regulations; currency risk exposure and other risks described from time to time in publicly filed disclosure documents and securities commission reports of Royal Group Technologies Limited and its subsidiaries and affiliates. In view of these uncertainties we caution readers not to place undue reliance on these forwardlooking statements. Statements made in this document are made as of July 11, 2005 and Royal disclaims any intention or obligation to update or revise any statements made herein, whether as a result of new information, future events or otherwise.
For further information: Richard W. Wertheim, Wertheim + Company Inc., (416) 594-1600, (416) 518-8479 (cell)/ (RYG.SV. RYG)
CO: Royal Group Technologies Limited CNW 09:08e 11-JUL-05
