AMENDMENT NO. 2 DATED SEPTEMBER 20, 2004 TO SHORT FROM BASE SHELF PROSPECTUS
DATED APRIL 15, 2004.
FORM 51-102F3
MATERIAL CHANGE REPORT
THE SHORT FORM BASE SHELF PROSPECTUS OF ROGERS COMMUNICATIONS INC. DATED APRIL
15, 2004, AS AMENDED BY AMENDMENT NO. 1 DATED SEPTEMBER 16, 2004, IS AMENDED
AND SUPPLEMENTED BY THE CONTENTS OF THIS MATERIAL CHANGE REPORT.
ITEM 1 NAME AND ADDRESS OF COMPANY
Rogers Communications Inc. ("RCI")
The principal office of RCI is located at:
333 Bloor Street East
Toronto, Ontario
M4W 1G9
ITEM 2 DATE OF MATERIAL CHANGE
September 20, 2004
ITEM 3 NEWS RELEASE
A news release was issued through Canada NewsWire on September 20,
2004. A copy of the news release is attached as Schedule A to this
material change report.
ITEM 4
SUMMARY OF MATERIAL CHANGE
Rogers Wireless Communications Inc. ("Rogers Wireless"), RCI and
Microcell Telecommunications Inc. ("Microcell") jointly announced
today that Rogers Wireless and Microcell have entered into a support
agreement (the "Support Agreement") under which Rogers Wireless will
make all cash offers for Microcell securities totaling approximately
C$1.4B. Rogers Wireless has agreed to purchase Microcell's Class A
Restricted Voting shares ("Class A Shares") and Class B Non-Voting
shares ("Class B Shares") for C$35.00 per share. As well, Rogers
Wireless will offer to purchase the 2005 warrants (the "2005
Warrants") for C$15.79 per warrant and 2008 warrants (the "2008
Warrants") for C$15.01 per warrant. Subject to regulatory approvals
and Microcell securityholder acceptance, this transaction is expected
to close before the end of the year. A copy of the Support Agreement
has been filed separately on SEDAR.
Rogers Wireless intends to finance the offers through cash on hand,
drawdown of its C$700 million bank credit facility and through a
bridge loan of up to C$900 million from RCI. RCI will fund the bridge
loan through cash on hand and drawdown of credit facilities at its
other subsidiaries.
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ITEM 5 FULL DESCRIPTION OF MATERIAL CHANGE
Rogers Wireless and Microcell have entered into the Support Agreement
under which Rogers Wireless will make an all cash bid for Microcell
securities totaling approximately C$1.4B. Rogers Wireless has agreed
to purchase the Class A Shares and Class B Shares for C$35.00 per
share. As well, Rogers Wireless will offer to purchase the 2005
Warrants for C$15.79 per warrant and 2008 Warrants for C$15.01 per
warrant. Subject to regulatory approvals and Microcell shareholder
acceptance, this transaction is expected to close before the end of
the year.
The combined businesses will operate Canada's only nationwide
GSM/GPRS/EDGE wireless network and will serve over 5.1 million voice
and data customers. This transaction also creates a company of
measurably increased scale allowing for significant opportunities for
operating and capital spending efficiencies.
The members of the Board of Directors of Microcell (the "Microcell
Board") have agreed that the Rogers Wireless offer is fair to the
shareholders of Microcell and in the best interests of their company.
The Microcell Board has agreed to recommend to its shareholders to
support the Rogers Wireless offer. The Microcell Board received
opinions from its financial advisors, JP Morgan Securities Inc. and
Rothschild that the Rogers Wireless offer is fair, from a financial
point of view, to the shareholders of Microcell.
The Rogers Wireless offer is subject to receipt of certain regulatory
approvals and other customary conditions, including a requirement that
two-thirds of the shares be tendered. Under certain circumstances, a
fee of $45 million is payable by Microcell to Rogers Wireless,
including if a superior proposal is recommended by the Microcell
Board.
SUPPORT AGREEMENT
The Support Agreement sets out the terms and conditions upon which
Rogers Wireless will, directly or indirectly, make the offers for
Microcell's securities. The following is a summary of certain of the
provisions of the Support Agreement.
THE OFFERS
Rogers Wireless agrees to make the offers as soon as possible but in
any event not more than ten business days after the date of the
Support Agreement.
Rogers Wireless is not required to make the offers if (a) there exists
a cease trade order, injunction or other prohibition against Rogers
Wireless making the offers or taking up and paying for all of the
applicable Microcell securities or (b) Microcell has breached any of
its representations, warranties, covenants or other agreements
contained in the Support Agreement and such breach is not curable or
if curable is not cured within 15 days after written notice of the
breach has been given.
REPRESENTATIONS AND WARRANTIES OF THE PARTIES
Each of Microcell and Rogers Wireless have made certain
representations and warranties to the other typical for a transaction
of this nature.
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COVENANTS OF MICROCELL
Microcell has agreed that until the first date on which Rogers
Wireless has taken up and paid for the applicable Microcell securities
(the "Effective Date") or the offers have been withdrawn in accordance
with the Support Agreement or the Support Agreement has been
terminated, Microcell will conduct its business in the ordinary
course. Microcell has agreed to use reasonable commercial efforts to
comply promptly with all material requirements under applicable laws
and to assist Rogers Wireless in obtaining all required regulatory
approvals. Microcell has agreed to promptly advise Rogers Wireless of
any change which becomes known to its senior officers which would have
a material adverse effect with respect to Microcell and its
subsidiaries. Microcell has agreed to use its reasonable efforts to
consult on an ongoing basis with Rogers Wireless in order that Rogers
Wireless will become more familiar with the philosophy and techniques
of Microcell as well as with their respective business and financial
affairs.
SUPPORT OF OFFERS
The Microcell Board, after consultation with its financial and outside
legal advisors, has determined that the consideration offered pursuant
to the offers is fair to the shareholders of Microcell and that the
offers are in the best interests of Microcell and the shareholders of
Microcell, has approved the Support Agreement and has resolved to
support and to recommend that shareholders of Microcell accept the
offers.
NO SOLICITATION
Subject to applicable law and the terms of the Support Agreement,
Microcell has agreed not, directly or indirectly, to solicit, initiate
or knowingly encourage or facilitate the initiation of any inquiries
or proposals regarding an acquisition proposal, participate in any
discussions or negotiations regarding any acquisition proposal,
withdraw or modify in a manner adverse to Rogers Wireless the approval
of the Microcell Board of the transactions contemplated by the Support
Agreement, accept or approve or recommend any acquisition proposal or
cause Microcell to enter into any agreement related to any acquisition
proposal.
Microcell has also agreed (a) immediately to cease any existing
discussions or negotiations with any parties (other than Rogers
Wireless) with respect to any potential acquisition proposal; (b) not
to release any third party from or waive any confidentiality,
non-solicitation or standstill agreement to which such third party is
a party; and (c) immediately to cease to provide any other party with
access to information concerning Microcell.
ACQUISITION PROPOSALS
Microcell has agreed to provide Rogers Wireless with a copy of any
acquisition proposal or any written notice from any person informing
it that such person is considering making, or has made, an acquisition
proposal as soon as practicable after it is received by Microcell.
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If Microcell receives a written request for non-public information in
connection with an acquisition proposal and the Microcell Board
determines in good faith, after consultation with financial advisors
and outside legal advisors that the failure to take such action would
be inconsistent with the Microcell Board's fiduciary duties and that
such proposal is reasonably likely to result in a "Superior Proposal"
(as defined below), then Microcell may, subject to entering into a
confidentiality agreement, provide such person with access to such
information. Rogers Wireless will be provided with a list of or copies
of the information provided to such person, except to the extent such
information was already provided or made available to Rogers Wireless.
For purposes of the Support Agreement, "Superior Proposal" means an
unsolicited bona fide written acquisition proposal made or received
under circumstances that the Microcell Board determines in good faith,
after consultation with its financial and outside legal advisors,
would, if consummated in accordance with its terms, result in a
transaction which (A) is more favourable to Microcell shareholders
from a financial point of view than the transactions contemplated by
the Support Agreement, and (B) is reasonably capable of completion
taking into account all legal, financial, regulatory and other aspects
of such proposal and the party making such proposal.
CHANGES IN RECOMMENDATIONS
If Microcell receives an acquisition proposal, Microcell may withdraw
or modify in a manner adverse to Rogers Wireless its approval or
recommendation of the offers or enter into any agreement in respect of
an acquisition proposal on the basis that such an acquisition proposal
would constitute a Superior Proposal if:
(a) Microcell has given notice to Rogers Wireless of its intention
to do so;
(b) Microcell has complied with the provisions in the Support
Agreement relating to acquisition proposals and changes in
recommendations;
(c) Microcell is not in default under certain covenants relating to
the conduct of its business, its recommendation of the offers,
the mailing of the Microcell directors' circular and the
non-solicitation of acquisition proposals; and
(d) five business days shall have elapsed from the later of: (i) the
date Rogers Wireless received the notice of the acquisition
proposal under clause (a) above and (ii) the date that Rogers
Wireless was provided with a copy of such acquisition proposal.
RIGHT TO MATCH
Rogers Wireless may during such five business day period offer to
amend the terms of the Support Agreement. The Microcell Board shall
then review any such offer in good faith, in consultation with its
financial and outside legal advisors and, if the Microcell Board:
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(a) determines that the acquisition proposal would thereby cease to
be a Superior Proposal, it will cause Microcell to enter into an
amendment to the Support Agreement; or
(b) continues to believe that the acquisition proposal would
nonetheless remain a Superior Proposal, provided Microcell has
paid a termination fee of C$45 million to Rogers Wireless, it may
cause Microcell to reject the offers by Rogers Wireless to amend
the Support Agreement.
CONDITIONS TO COMPLETION OF THE OFFERS
The offers are subject to a number of conditions which are typical for
offers of this nature. The Support Agreement provides that the
obligation of Rogers to take up the Class A Shares under the offers is
subject to the following:
(a) there have been validly deposited and not withdrawn, at the
expiry of the offers:
(i) such number of Class A Shares which represents at least
66-2/3% of the Class A Shares outstanding;
(ii) such number of Class B Shares which represents at least
66-2/3% of the Class B Shares on a partially-diluted
basis; and
(iii) such number of securities which represents at least
66-2/3% of the Class A Shares and Class B Shares on a
fully-diluted basis;
(b) certain government or regulatory approvals, waiting or suspensory
periods, waivers, permits, consents, reviews, orders, rulings,
decisions and exemptions shall have been obtained, concluded,
expired, terminated or waived;
(c) no act, action, suit or proceeding shall have been taken before
or by any domestic or foreign court or tribunal or governmental
agency or department or other regulatory authority or
administrative agency or commission or by any elected or
appointed public official or private person in Canada or
elsewhere which has a material adverse effect (as such term is
defined in the Support Agreement);
(d) there shall not exist any prohibition at law against Rogers
Wireless making or maintaining the offers or taking up and paying
for the securities deposited under the offers;
(e) there shall not have occurred any change having a material
adverse effect (as such term is defined in the Support
Agreement);
(f) Microcell shall not have breached any of its covenants or other
agreements set out in the Support Agreement or where such breach
occurred, it shall have been cured within 15 days after written
notice of such breach;
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(g) all of the representations and warranties of Microcell made in or
under the Support Agreement shall be true and correct as of the
Effective Date and with the same effect as if made at and as of
the Effective Date; and
(h) there shall have not occurred and be continuing a material
adverse change or disruption in the financial, banking or capital
markets generally that prevents or makes impractical the funding
of Rogers Wireless' credit facilities for the financing of the
offers.
The offers in respect of the Class B Shares, the 2005 Warrants and
2008 Warrants are only subject to the Class A Shares being or having
been purchased pursuant to the offer in respect of the Class A Shares.
TERMINATION
The Support Agreement may be terminated by either Rogers Wireless or
Microcell in certain circumstances.
The circumstances in which Microcell may terminate the Support
Agreement include:
(a) the offers have not been made within the time period provided
in the Support Agreement;
(b) the offers do not conform in all material respects with the
description of the offers in the Support Agreement;
(c) the Offeror has not taken up and paid for the Microcell
securities on or prior to January 1, 2005 subject to the right of
the parties to postpone such date by 30 days in certain
circumstances;
(d) the offers shall have expired or have been withdrawn in
accordance with their terms without Rogers Wireless having
purchased any Microcell securities pursuant to the offers as a
result of the failure of any of the conditions of the offers;
(e) Microcell securities deposited under the offers have not been
taken up and paid for on or before the date that is two business
days after the expiry date of the offers for any reason other
than that all the terms and conditions of the offers have not
been complied with or waived;
(f) a "Termination Fee Event" (as defined below) shall have
occurred; or
(g) Rogers Wireless shall have breached any of its representations,
warranties or covenants contained in the Support Agreement and
such breach is not curable or, if curable, is not cured within 15
days after written notice of the breach.
The circumstances in which Rogers Wireless may terminate the Support
Agreement include:
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(a) Rogers Wireless has not taken up and paid for the Microcell
securities on or prior to January 1, 2005, subject to the right
of the parties to postpone such date by 30 days in certain
circumstances;
(b) a "Termination Fee Event" (as defined below) shall have
occurred;
(c) the offers shall have expired or have been withdrawn in
accordance with their terms without Rogers Wireless having
purchased any Microcell securities as a result of the failure to
satisfy any of the conditions of the offers;
(d) Microcell shall have breached any of its representations,
warranties, covenants or other agreements contained in the
Support Agreement and such breach is not curable or, if curable,
is not cured with 15 days after written notice of the breach; or
(e) COMPETITION ACT (Canada) clearance cannot be secured except by
divesting or agreeing to divest all of the Microcell securities
or all or substantially all of the assets of Microcell.
Except in the circumstances referred to in (e) above, Rogers Wireless
is required to take any steps necessary to secure COMPETITION ACT
(Canada) clearance.
For the purpose of the Support Agreement, a "Termination Fee Event"
shall occur if, prior to the Effective Date:
(a) the Microcell Board withdraws or modifies in a manner adverse to
Rogers Wireless its approval or recommendations of the offers and
makes a public announcement to that effect;
(b) the Microcell Board recommends any Superior Proposal and makes
a public announcement to that effect; or
(c) the Microcell Board fails to reaffirm its recommendation of the
offers by press release within a reasonable time after the public
announcement or commencement of any acquisition proposal.
TERMINATION FEE
Microcell is required to pay C$45 million to Rogers Wireless if the
Support Agreement is terminated by reason of a Termination Fee Event,
such payment to be made no later than the first business day following
the Termination Fee Event.
If the Support Agreement has been terminated without payment of a
termination fee in circumstances where Rogers Wireless is not in
breach of the Support Agreement and COMPETITION ACT (Canada) clearance
has been obtained, and within four months thereafter an acquisition
proposal is consummated which has a value per share greater than the
per share value attributable under the Support Agreement, Microcell
must pay the termination fee to Rogers Wireless.
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ITEM 6 RELIANCE ON SUBSECTION 7.1(2) OR (3) OF NATIONAL INSTRUMENT 51-102
Not applicable.
ITEM 7 OMITTED INFORMATION
No significant facts remain confidential in, and no information has
been omitted from, this report.
ITEM 8 EXECUTIVE OFFICER
For further information please contact Bruce M. Mann, Vice
President, Investor Relations at (416) 935-3532.
ITEM 9 DATE OF REPORT
September 20, 2004
CERTIFICATE OF ROGERS COMMUNICATIONS INC.
September 20, 2004
The short form prospectus dated April 15, 2004, as amended by Amendment No. 1
dated September 16, 2004 and as amended by this material change report, together
with the documents incorporated in the prospectus by reference, constitutes
full, true and plain disclosure of all material facts relating to the securities
offered by the prospectus as required by the securities legislation of each of
the provinces of Canada. For the purpose of the Province of Quebec, the short
form prospectus, as amended by Amendment No. 1 dated September 16, 2004 and as
amended by this material change report and as supplemented by the permanent
information record, contains no misrepresentation that is likely to affect the
value or the market price of the securities to be distributed.
(SIGNED) EDWARD S. ROGERS, O.C. (SIGNED) ALAN D. HORN
President and Vice President, Finance
Chief Executive Officer and Chief Financial Officer
On behalf of the Board of Directors
(SIGNED) H. GARFIELD EMERSON, Q.C. (SIGNED) THE HONOURABLE DAVID R.
Director PETERSON, P.C., Q.C.
Director
CERTIFICATE OF THE UNDERWRITER
Date: September 20, 2004
To the best of our knowledge, information and belief, the short form prospectus
dated April 15, 2004, as amended by Amendment No. 1 dated September 16, 2004 and
as amended by this material change report, together with the documents
incorporated in the prospectus by reference, constitutes full, true and plain
disclosure of all material facts relating to the securities offered by the
prospectus as required by the securities legislation of each of the provinces of
Canada. For the purpose of the province of Quebec, to our knowledge, the short
form prospectus, as amended by Amendment No. 1 dated September 16, 2004 and as
amended by this material change report and as supplemented by the permanent
information record, contains no misrepresentation that is likely to affect the
value or the market price of the securities to be distributed.
RBC DOMINION SECURITIES INC.
By: (Signed) JOHN GRANT
SCHEDULE A
NEWS RELEASE
[ROGERS COMMUNICATIONS INC. LOGO] [ROGERS WIRELESS COMMUNICATIONS INC. LOGO]
ROGERS COMMUNICATIONS INC. ROGERS WIRELESS COMMUNICATIONS INC.
[MICROCELL TELECOMMUNICATIONS INC. LOGO]
MICROCELL TELECOMMUNICATIONS INC.
ATTENTION BUSINESS EDITORS:
ROGERS WIRELESS ANNOUNCES AGREEMENT TO PURCHASE MICROCELL TELECOMMUNICATIONS
FOR C$35 PER SHARE
Microcell Board Recommends Shareholders Tender to Rogers Wireless Offer
TORONTO AND MONTREAL, Sept. 20 /CNW/ - Rogers Wireless Communications Inc.
("Rogers Wireless"), Rogers Communications Inc. ("RCI") and Microcell
Telecommunications Inc. ("Microcell") jointly announced today that Rogers
Wireless and Microcell have entered into an agreement under which Rogers
Wireless will make an all cash bid for Microcell securities totaling
approximately C$1.4B. Rogers Wireless has agreed to purchase Microcell's Class A
Restricted Voting shares and Class B Non-Voting shares for C$35.00 per share. As
well, Rogers Wireless will offer to purchase the 2005 warrants for C$15.79 and
2008 warrants for C$15.01. Subject to regulatory approvals and Microcell
shareholder acceptance, this transaction is expected to close before the end of
the year.
The combined businesses will operate Canada's only nationwide
GSM/GPRS/EDGE wireless network and will serve over 5.1 million voice and data
customers. This transaction also creates a company of measurably increased scale
allowing for significant opportunities for operating and capital spending
efficiencies.
The members of the Board of Directors of Microcell have agreed that the
Rogers Wireless offer is fair to the shareholders of Microcell and in the best
interests of their company. The Board of Directors of Microcell has agreed to
recommend to its shareholders to support the Rogers Wireless offer. The Board of
Directors received opinions from its financial advisors, JP Morgan Securities
Inc. and Rothschild that the Rogers Wireless offer is fair, from a financial
point of view, to the shareholders of Microcell.
"This transaction will position Rogers to better compete against incumbent
telco wireless operators in Canada," said Ted Rogers, President and CEO of RCI.
"It also ensures a healthy, competitive marketplace and all of the associated
benefits for wireless customers across Canada."
"The combination of Rogers Wireless and Microcell will offer our customers
the strength of our common network, operating on the world standard GSM
technology, and continued leadership in delivering innovative wireless
solutions," said Nadir Mohamed, President and CEO, Rogers Wireless. "The
combination will make Rogers Wireless the largest wireless operator in Canada
with over 5.1 million voice and data customers across the country and with pro
forma network revenues of approximately $3.0 billion.
"Microcell's President and CEO, Andre Tremblay stated "We believe that
this transaction constitutes an attractive opportunity for our customers and our
shareholders alike. It allows for the continuation of the Fido brand in the
marketplace, ensures our customers will continue to receive excellent service
and offers them the benefit, upon closing, of significantly enhanced
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wireless coverage across Canada."
Rogers Wireless intends to finance the purchase through cash on hand,
drawdown of its C$700 million bank credit facility and through bridge loan of up
to C$900 million from RCI. RCI will fund the bridge loan through cash on hand
and drawdown of credit facilities at its other subsidiaries.
The Rogers Wireless offer is subject to receipt of certain regulatory
approvals and other customary conditions, including a requirement that two-
thirds of the shares must be tendered. Under certain circumstances, a fee of $45
million is payable by Microcell to Rogers Wireless, including if a superior
proposal is recommended by the Board of Directors of Microcell.
Documents relating to the Rogers Wireless offer are expected to be sent to
Microcell's securityholders within ten business days. Investors may obtain a
free copy of materials filed by Rogers Wireless and Microcell in Canada on SEDAR
and in the U.S. on EDGAR.
TD Securities Inc. is acting as financial advisor to Rogers Wireless on
this transaction. J.P. Morgan Securities Inc. and Rothschild are acting as
financial advisors to Microcell on this transaction.
About the Companies:
Rogers Communications Inc. (TSX: RCI.A and RCI.B; NYSE: RG) is a
diversified Canadian communications and media company, which is engaged in cable
television, high-speed Internet access and video retailing through Canada's
largest cable television provider Rogers Cable Inc.; wireless voice and data
communications services through Canada's leading national GSM/GPRS/EDGE cellular
provider Rogers Wireless Communications Inc.; and radio, television
broadcasting, televised shopping and publishing businesses through Rogers Media
Inc.
Rogers Wireless Communications Inc. (TSX: RCM.B; NYSE: RCN) operates
Canada's largest integrated wireless voice and data network, providing advanced
voice and wireless data solutions to customers from coast to coast on its
GSM/GPRS network, the world standard for wireless communications technology. The
Company has over 3.9 million voice and data customers, and has offices in
Canadian cities across the country. Rogers Wireless Communications Inc. is
currently 55% owned by Rogers Communications Inc. and 34% owned by AT&T Wireless
Services, Inc.
Microcell Telecommunications Inc. (TSX: MT.A and MT.B) is a major
provider, through its subsidiaries, of telecommunications services in Canada
dedicated solely to wireless. Microcell offers a wide range of voice and
high-speed data communications products and services to approximately 1.2
million customers. Microcell operates a GSM network across Canada and markets
Personal Communications Services (PCS) and General Packet Radio Service (GPRS)
under the Fido(R) brand name. Microcell has been a public company since October
15, 1997, and is listed on the Toronto Stock Exchange.
Cautionary Statement Regarding Forward Looking Information:
This news release includes certain forward looking statements within the
meaning of the Private Securities Litigation Reform Act of 1995 that involve
risks and uncertainties. We caution that actual future events will be affected
by a number of factors, many of which are beyond our control, and therefore may
vary substantially from what we currently foresee. We are under no obligation to
(and expressly disclaim any such obligation to) update or alter any forward
looking statements whether as a result of new information, future events or
otherwise. Important additional information identifying risks and uncertainties
is contained in our most recent Annual Reports and
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Annual Information Forms filed with the applicable Canadian securities
regulatory authorities and the U.S. Securities and Exchange Commission.
Reminder to holders of Microcell Class A Restricted Voting Shares and
Class B Non-Voting Shares
Microcell reminds the holders of its Class A Restricted Voting Shares and
Class B Non-Voting Shares that (i) each Class A Restricted Voting Share may, at
the option of the holder, be exchanged at any time for one Class B Non- Voting
Share and (ii) each Class B Non-Voting Share may, at the option of the holder by
providing a declaration of Canadian residency to the Company's transfer agent,
be exchanged at any time for one Class A Restricted Voting Share.
Fido is a registered trademark of Microcell Solutions Inc.
%SEDAR: 00003765E
For further information: Rogers: Investment Community: Bruce M. Mann, (416)
935-3532, bruce.mann@rci.rogers.com; Eric Wright, (416) 935-3550,
eric.wright@rci.rogers.com; Media: Jan L. Innes, (416) 935-3525,
jan.innes@rci.rogers.com; Heather Armstrong, (416) 935-6379,
heather.armstrong@rci.rogers.com; Microcell: Investment Community: Thane
Fotopoulos, (514) 937-0102, ext. 8317, thane.fotopoulos@microcell.ca; Media:
Claire Fiset, (514) 937-0102, ext. 7824, claire.fiset@microcell.ca; Karen
Berkhout, (604) 783-0701, karen.berkhout@microcell.ca;