Rogers Telecom 6K Current report | SEC 10 Jun 05




	CALL-NET ENTERPRISES INC.

	NOTICE OF AMENDMENT TO
	MANAGEMENT PROXY CIRCULAR
	DATED MAY 25, 2005
	in respect of the
	ARRANGEMENT
	involving
	CALL-NET ENTERPRISES INC.
	and
	ROGERS COMMUNICATIONS INC.

	SPECIAL MEETING OF SHAREHOLDERS OF
	CALL-NET ENTERPRISES INC.
	TO BE HELD ON JUNE 29, 2005

	JUNE 8, 2005

	This is a notice of amendment to the management proxy circular dated May 25, 2005 of Call-Net Enterprises Inc. (“Call-Net”) soliciting proxies in connection with the proposed arrangement involving Call-Net and Rogers Communications Inc., as more particularly described in this notice and in such management proxy circular.

The Board of Directors of Call-Net continues to unanimously recommend that shareholders vote in favour of the Arrangement Resolution to be voted on at the special meeting of Call-Net shareholders to be held on June 29, 2005.

Any Call-Net shareholder who has previously deposited a valid proxy or provided voting instructions to his or her broker or other intermediary for use at the special meeting and who does not wish to change his or her proxy or voting instructions need not take any further action.

Dear Shareholder,

A notice of meeting and management proxy circular dated May 25, 2005 (the “Circular”) was delivered to you in connection with a special meeting of the shareholders of Call-Net to be held at the Hilton Toronto (Toronto III Room), 145 Richmond Street West, Toronto, Ontario on Wednesday, June 29, 2005 at 11:00 a.m. (Toronto time).

As described in the Circular, at the meeting you will be asked to consider and, if considered advisable, approve a special resolution (the “Arrangement Resolution”) with respect to the arrangement (the “Arrangement”) involving the acquisition by Rogers Communications Inc. (“RCI”) of all of the outstanding common shares (the “Common Shares”) and all of the outstanding Class B non-voting shares (the “Non-Voting Shares” and, together with the Common Shares, the “Call-Net Shares”) of Call-Net, pursuant to an arrangement agreement dated May 11, 2005 between Call-Net and RCI. Under the Arrangement, shareholders will receive, for every 4.25 Call-Net Shares they hold, one Class B Non-Voting Share of RCI (“RCI Non-Voting Share”).

The attached Notice of Amendment to the Management Proxy Circular (the “Notice of Amendment to the Circular”) describes an amendment to certain of the information included in the Circular.In particular, subject to the approval of the Arrangement Resolution by the Shareholders at the meeting, the date of the hearing in respect of the Final Order has been changed from 10:00 a.m. (Toronto time) on July 7, 2005 to 10:00 a.m. (Toronto time) on June 30, 2005. The hearing will be held at the Ontario Superior Court of Justice, 393 University Avenue, Toronto, Ontario.The Notice of Amendment to the Circular does not contain any changes to the terms of the transaction between Call-Net and RCI.

The date of the special meeting of the shareholders of Call-Net to vote on the Arrangement Resolution has not changed and will be held on Wednesday, June 29, 2005 at 11:00 a.m. (Toronto time) at the Hilton Toronto (Toronto III Room), 145 Richmond Street West, Toronto, Ontario, and the record date for voting will remain May 17, 2005, as previously announced.

Any Call-Net shareholder who has already deposited a valid proxy or provided voting instructions to his or her broker or other intermediary for use at the special meeting and who does not wish to change his or her proxy or voting instructions need not take any further action. The form of proxy or voting instruction form originally mailed to Call-Net shareholders for use at the special meeting may continue to be used by shareholders who have not yet deposited a valid proxy or provided voting instructions.

On behalf of the Call-Net Board of Directors, I would like to thank you again for the support you have shown as shareholders of Call-Net.

Yours truly,

LOGO

Lawrence G. Tapp

Chairman of the Board

NOTICE OF AMENDMENT

June 8, 2005


TO:	HOLDERS OF COMMON SHARES AND CLASS B NON-VOTING SHARES OF CALL-NET ENTERPRISES INC.

Except as otherwise set forth in this notice of amendment (the “Notice of Amendment”), the terms and conditions previously set forth in the Management Proxy Circular dated May 25, 2005 (the “Circular”), including the date and time of the special meeting of Call-Net’s Shareholders, continue to be applicable in all respects and this Notice of Amendment should be read in conjunction with the Circular. Unless the context requires otherwise, terms not defined herein have the meanings set forth in the Circular.

Amendment to the Circular

Pursuant to a second interim order of the Court dated June 8, 2005 (the “Second Interim Order”), which varies the Interim Order, the hearing in respect of the Final Order has been changed from 10:00 a.m. (Toronto time) on July 7, 2005 to 10:00 a.m. (Toronto time) on June 30, 2005.The hearing will take place at the Ontario Superior Court of Justice, at 393 University Avenue, Toronto, Ontario. Accordingly, the section entitled “The Arrangement — Court Approval and Completion of the Arrangement” in the Circular is amended as follows:

Court Approval and Completion of the Arrangement

The Arrangement requires approval by the Court. Prior to the mailing of this Circular, Call-Net obtained the Interim Order providing for the calling and holding of the Meeting and other procedural matters. A copy of the Interim Order is attached as Appendix D to the Circular. The Second Interim Order, varying the Interim Order to change the return date of the Application from Thursday, July 7, 2005 to Thursday, June 30, 2005,is attached to the Notice of Amendment as Appendix A. The original Notice of Application for the Final Order is attached to the Circular as Appendix C. The Notice of Application, revised to reflect a change of the return date of the hearing of the Application from Thursday, July 7, 2005 to Thursday, June 30, 2005, is attached to the Notice of Amendment as Appendix B.

Subject to the approval of the Arrangement Resolution by the Shareholders at the Meeting, the hearing in respect of the Final Order is currently scheduled to take place on June 30, 2005 at 10:00 a.m. (Toronto time) in the Court at 393 University Ave., Toronto, Ontario or as soon thereafter as is reasonably practicable. Any Shareholder, holder of Preferred Shares, holder of Call-Net Options or holder of Call-Net PUs who wishes to appear or be represented and to present evidence or arguments must serve and file a Notice of Appearance by 5:00 p.m. on June 29, 2005, in accordance with the procedure as set out in the Notice of Application for the Final Order, as amended by the Second Interim Order and satisfy any other requirements of the Court. The Court will consider, among other things, the fairness and reasonableness of the Arrangement. The Court may approve the Arrangement in any manner the Court may direct, subject to compliance with such terms and conditions, if any, as the Court deems fit.

Assuming the Final Order is granted and the other conditions to closing contained in the Arrangement Agreement are satisfied or waived, it is anticipated that Articles of Arrangement for Call-Net will be filed with the Director under the CBCA to give effect to the Arrangement on or about July 1, 2005.

Subject to obtaining the necessary Shareholder approvals, Call-Net currently anticipates making application to the Court for the Final Order on June 30, 2005. The Arrangement will become effective upon receipt by the Director of the Articles of Arrangement and the endorsement by the Director of the Certificate of Arrangement thereon. If the Final Order is obtained on June 30, 2005 in a form and substance satisfactory to Call-Net and RCI and all other conditions specified in the Arrangement Agreement are satisfied or waived, Call-Net currently expects the Effective Date will be on or about July 1, 2005 and the Arrangement will become effective on that date.

Although Call-Net’s objective is to have the Effective Date occur as soon as possible after the Meeting, the Effective Date could be delayed for a number of reasons, including an objection before the Court at the hearing of the application for the Final Order or any delay in obtaining any required regulatory approvals. RCI and Call-Net may terminate the Arrangement Agreement whereby the Arrangement will not become effective without prior notice to or action on the part of Shareholders. See “The Arrangement Agreement — Termination”.”

Reasons For Amendments to the Circular

There are many reasons why Call-Net and RCI wish to have the transaction contemplated by the Arrangement close on or before July 1, 2005, including,


	(A)	RCI has planned to launch its home telephony service (a digital phone service provided over its cable network), on July 1, 2005, which marks the 20th anniversary of the first offering by RCI of its wireless service. If the acquisition of Call-Net Shares occurs on the currently scheduled closing date of July 8, 2005, there is concern that RCI will have difficulty in articulating a co-ordinated message to the marketplace relating to its telephony service offerings. This may result in potentially conflicting messages to the public, customer confusion, higher operating costs and branding issues. If the transaction underlying the Arrangement can close on July 1, 2005, RCI will be able to announce the closing as part of a co-ordinated and consistent approach to the launch of its telephony service offerings;

	(B)	The closing of the acquisition of Call-Net’s shares on July 1, 2005, being the first day of RCI’s second financial quarter in 2005, will facilitate the analysis of RCI’s quarter-over-quarter and year-over-year financial results; and

	(C)	As the RCI Non-Voting Shares are currently trading at a 52-week high, closing the transaction on July 1, 2005, rather than on July 8, 2005, will allow Call-Net Shareholders to receive their RCI Non-Voting Shares pursuant to the Arrangement as soon as possible following the Meeting, thereby reducing market risk.

Effect of Amendment on Circular

The Circular shall be read as amended in order to give effect to the specified amendment set forth in this Notice of Amendment.

APPROVAL OF BOARD

The contents and the sending of this Notice of Amendment have been approved by the Board of Directors of Call-Net.

DATED at Toronto, Ontario, this 8th day of June, 2005.