EXHIBIT 2
MATERIAL CHANGE REPORT
PURSUANT TO
SECTION 85(1) OF THE SECURITIES ACT (BRITISH COLUMBIA)
SECTION 118(2) OF THE SECURITIES ACT (ALBERTA)
SECTION 84(1) OF THE SECURITIES ACT (SASKATCHEWAN)
SECTION 75(2) OF THE SECURITIES ACT (ONTARIO)
SECTION 73 OF THE SECURITIES ACT (QUEBEC)
SECTION 81(2) OF THE SECURITIES ACT (NOVA SCOTIA)
SECTION 76(2) OF THE SECURITIES ACT (NEWFOUNDLAND)
Item 1. Reporting Issuer:
Royal Group Technologies Limited (the "Company")
1 Royal Gate Boulevard
Vaughan, Ontario
L4L 8Z7
Item 2. Date of Material Change:
January 24, 2003
Item 3. Press Release:
A press release was issued by the Company on January 24, 2003 in
Vaughan, Ontario. A copy of the press release is attached to this
report as schedule "A".
Item 4. Summary of Material Change:
The Company has revised its earnings guidance for the first
quarter of fiscal 2003. The Company announced that fully diluted
earnings per share for the first quarter of fiscal 2003 are
anticipated to be in the range of $0.16 to $0.19. The Company had
previously expected first quarter earnings per share to be in the
range of $0.24 to $0.27.
Item 5. Full Description of Material Change:
See the press release dated January 24, 2003 attached to this
report as schedule "A".
2
Item 6. Reliance of Section 75(3) of the Act:
Not applicable.
Item 7. Omitted Information:
Not applicable.
Item 8. Senior Officer:
For further information, please contact:
Mark O. Badger
Vice President, Corporate Communications
Tel: (905) 264-0701
Fax: (905) 264-0702
Item 9. Statement of Senior Officer:
The foregoing accurately discloses the material change referred
to herein.
Dated this 31st day of January, 2003 at Vaughan, Ontario.
ROYAL GROUP TECHNOLOGIES LIMITED
BY:
---------------------------------------
Scott Bates
Corporate Secretary
SCHEDULE "A"
PRESS RELEASE
FOR IMMEDIATE RELEASE,
JANUARY 24, 2003
ROYAL GROUP REVISES EARNINGS GUIDANCE FOR FIRST QUARTER
Royal Group Technologies Limited (RYG: TSX, NYSE) announced today that fully
diluted earnings per share for the first quarter of fiscal 2003 are anticipated
to be in the range of $0.16 to $0.19. Royal had previously expected first
quarter earnings per share to be in the range of $0.24 to $0.27. Royal will
formally release its first quarter financial results on February 12th.
Royal Group's President, Douglas Dunsmuir, stated that, "repositioning of the
U.S. window coverings operations has not yet produced the financial results we
are expecting". He also noted that, "while Royal Group achieved overall sales of
approximately $420 million in the first quarter, an unfavorable product mix also
contributed to the earnings shortfall". Royal Group had previously guided that
sales for the first quarter would be in the range of $395 to $420 million.
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's manufacturing facilities are primarily
located throughout North America, with international operations in South
America, Europe and Asia.
For further information contact:
Ron Goegan, Chief Financial Officer
OR
Mark Badger, Vice President, Corporate Communications
Phone: (905) 264 0701 Fax: (905) 264 0702
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 "expects", "should continue", "believes",
"anticipates", "estimated" and "intends" or similar formulations. By their
nature, these forward-looking statements involve known and unknown risks,
uncertainties and other factors affecting Royal specifically or its industry
generally that could cause actual performance and financial results to differ
materially from those contemplated by the forward-looking statements. These
risks and uncertainties include 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 revenues related to sales price increases, consolidation and
restructuring programs, changes in product mix, the growth rate of the markets
into which Royal's products are sold, market acceptance and demand for Royal'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 (particularly markets in
developing countries), the effect 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, changes in
environmental 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
forward-looking statements. Statements made in this document are made as of
January 24, 2003 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.