The instructions accompanying this Letter of Acceptance and Transmittal should
be read carefully before this Letter of Acceptance and Transmittal is completed.
The Depositary, the Dealer Manager, the Information Agent or your broker or
other financial advisor can assist you in completing this Letter of Acceptance
and Transmittal (see back page of this document for addresses and telephone
numbers).
LETTER OF ACCEPTANCE AND TRANSMITTAL
FOR CLASS B RESTRICTED VOTING SHARES OF
ROGERS WIRELESS COMMUNICATIONS INC.
PURSUANT TO THE OFFER DATED NOVEMBER 24, 2004 OF
ROGERS COMMUNICATIONS INC.
AND
RWCI ACQUISITION INC.
THE OFFER WILL BE OPEN FOR ACCEPTANCE UNTIL MIDNIGHT (LOCAL TIME) ON DECEMBER
30, 2004 (THE "EXPIRY TIME"), UNLESS THE OFFER IS EXTENDED OR WITHDRAWN.
This Letter of Acceptance and Transmittal (or a facsimile thereof),
properly completed and duly executed, together with all other required
documents, must accompany share certificates for Class B Restricted Voting
Shares ("RWCI Restricted Voting Shares") of Rogers Wireless Communications Inc.
(the "Corporation") deposited pursuant to the offer (the "Offer") dated November
24, 2004, made by Rogers Communications Inc. ("RCI") and its wholly-owned
subsidiary RWCI Acquisition Inc. ("RCI Subco" and together with RCI, the
"Offerors") to holders of RWCI Restricted Voting Shares. All such documents must
be actually delivered to the Depositary at or before the Expiry Time.
The terms and conditions of the Offer are incorporated by reference in this
Letter of Acceptance and Transmittal. Capitalized terms used but not defined in
this Letter of Acceptance and Transmittal which are defined in the Offer to
Purchase (the "Offer to Purchase") and accompanying Circular (together, the
"Offer to Purchase and Circular") dated November 24, 2004, have the respective
meanings ascribed to them in the Offer to Purchase and Circular.
Holders of RWCI Restricted Voting Shares who wish to deposit RWCI
Restricted Voting Shares but whose certificates for such RWCI Restricted Voting
Shares are not immediately available or who cannot deliver all other required
documents to the Depositary by the Expiry Time may deposit their RWCI Restricted
Voting Shares in accordance with the guaranteed delivery procedure described in
Section 3 of the Offer to Purchase, "Manner of Acceptance -- Guaranteed
Delivery". See Instruction 2 herein, "Procedure for Guaranteed Delivery".
DELIVERY OF THIS LETTER OF ACCEPTANCE AND TRANSMITTAL TO AN ADDRESS OTHER
THAN AS SET FORTH BELOW WILL NOT CONSTITUTE A VALID DELIVERY TO THE DEPOSITARY.
YOU MUST SIGN THIS LETTER OF ACCEPTANCE AND TRANSMITTAL IN THE APPROPRIATE SPACE
PROVIDED BELOW AND IF YOU ARE A U.S. SHAREHOLDER, YOU MUST ALSO COMPLETE THE
SUBSTITUTE FORM W-9 SET FORTH BELOW.
TO: ROGERS COMMUNICATIONS INC. OR RWCI ACQUISITION INC., AS APPLICABLE
AND TO: COMPUTERSHARE INVESTOR SERVICES INC. (THE "DEPOSITARY"), AT ITS
OFFICES SET OUT HEREIN
The undersigned delivers to you the enclosed certificate(s) for RWCI
Restricted Voting Shares and, subject only to the provisions of the Offer
regarding withdrawal, irrevocably accepts the Offer for such RWCI Restricted
Voting Shares and hereby assigns all right, title and interest therein to the
purchasing Offeror as provided herein. The following are the details of the
enclosed certificate(s):
<Table>
<Caption>
- ------------------------------------------------------------------------------------------------------------------------------
DESCRIPTION OF RWCI RESTRICTED VOTING SHARES DEPOSITED
- ------------------------------------------------------------------------------------------------------------------------------
NUMBER OF RWCI
RESTRICTED VOTING NUMBER OF RWCI
NAME(S) AND ADDRESS(ES) OF HOLDER(S) (PLEASE FILL IN SHARES REPRESENTED BY RESTRICTED VOTING
CERTIFICATE NUMBER(S) EXACTLY AS NAME(S) APPEAR(S) ON CERTIFICATE(S)) CERTIFICATE SHARES DEPOSITED*
- ------------------------------------------------------------------------------------------------------------------------------
- ------------------------------------------------------------------------------------------------------------------------------
- ------------------------------------------------------------------------------------------------------------------------------
- ------------------------------------------------------------------------------------------------------------------------------
- ------------------------------------------------------------------------------------------------------------------------------
TOTAL:
------------------------------------------
(If space is insufficient, please attach a list to this Letter of Acceptance and Transmittal in the above form.)
- ------------------------------------------------------------------------------------------------------------------------------
* Unless otherwise indicated, all RWCI Restricted Voting Shares evidenced by any certificate(s) submitted to the Depositary
will be deemed to have been deposited under the Offer. See Instruction 7, "Partial Deposits".
- ------------------------------------------------------------------------------------------------------------------------------
</Table>
The undersigned hereby acknowledges receipt of the Offer to Purchase and
Circular and represents and warrants that: (i) the undersigned has full power
and authority to deposit, sell, assign and transfer the RWCI Restricted Voting
Shares covered by this Letter of Acceptance and Transmittal (the "Deposited
Shares") being deposited; (ii) the undersigned or the Person on whose behalf the
Deposited Shares are being deposited owns the Deposited Shares that are being
deposited; (iii) the Deposited Shares have not been sold, assigned or
transferred, nor has any agreement been entered into to sell, assign or transfer
any of the Deposited Shares, to any other Person; (iv) the deposit of the
Deposited Shares complies with applicable laws; and (v) when the Deposited
Shares are taken up and paid for by the purchasing Offeror, such Offeror will
acquire good title thereof, free and clear of all liens, restrictions, charges,
encumbrances, claims, adverse interests and rights of others. The acceptance of
the Offer pursuant to the procedures set forth herein shall constitute a binding
agreement between the depositing holder of RWCI Restricted Voting Shares and the
purchasing Offeror in accordance with the terms and conditions of the Offer.
The undersigned acknowledges that all questions as to validity, form,
eligibility (including timely receipt) and acceptance of any RWCI Restricted
Voting Shares deposited pursuant to the Offer and of any notice of withdrawal
shall be determined by the Offerors in their sole discretion and that such
determination shall be final and binding. The undersigned acknowledges that
there is no duty or obligation upon the Offerors, the Depositary or any other
person to give notice of any defect or irregularity in any deposit or notice of
withdrawal and no liability will be incurred by any of them for failure to give
any such notice.
The undersigned recognizes that, under the circumstances set forth in
Section 4 of the Offer to Purchase, "Conditions of the Offer", the Offerors may
not be required to accept for payment any of the RWCI Restricted Voting Shares
deposited hereby. The undersigned acknowledges that such conditions are for the
exclusive benefit of the Offerors and may be asserted by the Offerors regardless
of the circumstances giving rise to such assertion, including any action or
inaction by the Offerors or may be waived by the Offerors in whole or in part,
at any time and from time to time, prior to the Expiry Time without prejudice to
any other rights which the Offerors may have.
IN CONSIDERATION OF THE OFFER AND FOR VALUE RECEIVED, upon the terms and
subject to the conditions set forth in the Offer to Purchase and in this Letter
of Acceptance and Transmittal, subject only to the provisions of the Offer to
Purchase regarding withdrawal rights, the undersigned irrevocably accepts the
Offer for and
2
in respect of the Deposited Shares and delivers to you the enclosed RWCI
Restricted Voting Share certificate(s) representing the Deposited Shares and, on
and subject to the terms and conditions of the Offer to Purchase, deposits,
sells, assigns and transfers to the purchasing Offeror as provided herein all
right, title and interest in and to the Deposited Shares, and in and to all
rights and benefits arising from the Deposited Shares.
If the undersigned's RWCI Restricted Voting Share certificates are not
immediately available, or the undersigned cannot deliver its RWCI Restricted
Voting Share certificates and all other required documents to the Depositary by
the Expiry Time, the undersigned must deliver its RWCI Restricted Voting Shares
according to the guaranteed delivery procedures set forth in Section 3 of the
Offer to Purchase, "Manner of Acceptance -- Guaranteed Delivery".
The undersigned irrevocably appoints each officer of the Depositary and
each officer of the purchasing Offeror and any other Person designated by such
Offeror in writing, as the true and lawful agents, attorneys and attorneys-in-
fact and proxies of the undersigned with respect to RWCI Restricted Voting
Shares registered in the name of the holder on the share register of the
Corporation and deposited pursuant to the Offer and purchased by an Offeror (the
"Purchased Securities").
The power of attorney granted under this Letter of Acceptance and
Transmittal shall be effective on and after the date that the purchasing Offeror
takes up and pays for Purchased Securities (the "Effective Date"), with full
power of substitution and resubstitution in the name of and on behalf of the
undersigned (such power of attorney, coupled with an interest, being
irrevocable) to: (i) register or record the transfer of Purchased Securities on
the share register of the Corporation; (ii) execute and deliver, as and when
requested by the purchasing Offeror, any instruments of proxy, authorization or
consent in form and on terms satisfactory to the Corporation in respect of such
Purchased Securities, revoke any such instrument, authorization or consent or
designate in such instrument, authorization or consent any Person or Persons as
the proxy of such holder in respect of the Purchased Securities for all
purposes, including in connection with any meeting (whether annual, special or
otherwise or any adjournment thereof) of holders of the relevant securities of
the Corporation; and (iii) exercise any rights of the undersigned with respect
to such Purchased Securities all as set forth in this Letter of Acceptance and
Transmittal.
The undersigned also agrees, effective on and after the Effective Date, not
to vote any of the Purchased Securities at any meeting (whether annual, special
or otherwise or any adjournment thereof) of holders of RWCI Restricted Voting
Shares and not to exercise any or all of the other rights or privileges attached
to the Purchased Securities and agrees to execute and deliver to the purchasing
Offeror any and all instruments of proxy, authorizations or consents, in form
and on terms satisfactory to such Offeror, in respect of all or any of the
Purchased Securities, and to designate in such instruments of proxy the Person
or Persons specified by such Offeror as the proxy or the proxy nominee or
nominees of the holder in respect of the Purchased Securities. Upon such
appointment, all prior proxies given by the holder of such Purchased Securities
with respect thereto shall be revoked and no subsequent proxies may be given by
such Person with respect thereto.
The undersigned covenants and agrees to execute, upon request of the
purchasing Offeror, any additional documents, transfers and other assurances as
may be necessary or desirable to complete the sale, assignment and transfer of
the Purchased Securities to such Offeror and acknowledges that all authority
therein conferred or agreed to be conferred may be exercised during any
subsequent legal incapacity of the undersigned and shall, to the extent
permitted by law, survive the death or incapacity, bankruptcy or insolvency of
the undersigned and all obligations of the undersigned therein shall be binding
upon the heirs, personal representatives, successors and assigns of the
undersigned.
NO FRACTIONAL RCI NON-VOTING SHARES SHALL BE ISSUED PURSUANT TO THE OFFER.
IN LIEU OF A FRACTIONAL RCI NON-VOTING SHARE, A SHAREHOLDER ACCEPTING THE OFFER
WILL RECEIVE A CASH PAYMENT DETERMINED BASED ON A PRICE OF $28.70 PER RCI
NON-VOTING SHARE.
The undersigned instructs the purchasing Offeror and the Depositary, upon
such Offeror taking up the Deposited Shares, to issue or cause to be issued, and
representing the Offer Consideration to which the undersigned is entitled, share
certificate(s) representing the RCI Non-Voting Shares issued in exchange for
Deposited Shares and a cheque (in lieu of fractional shares), if applicable, and
to mail such certificates and cheque, if applicable, by first class mail,
postage prepaid, or to hold such cheque, if any, for pick-up, in accordance with
the instructions given below. All amounts payable by an Offeror for fractional
shares will be in Canadian currency. Should any Deposited Shares not be
purchased, the deposited certificates and other relevant documents shall be
returned promptly in accordance with the instructions in the preceding sentence.
The undersigned acknowledges that the Offerors have no obligation pursuant to
3
the instructions given below to transfer any Deposited Shares from the name of
the registered holder thereof if an Offeror does not purchase any of the
Deposited Shares.
By reason of the use by the undersigned of an English language form of
Letter of Acceptance and Transmittal, the undersigned shall be deemed to have
required that any contract evidenced by the Offer as accepted through this
Letter of Acceptance and Transmittal, as well as all documents related thereto,
be drawn exclusively in the English language. En raison de l'usage d'une lettre
d'envoi en langue anglaise par le soussigne, le soussigne et les destinataires
sont reputes avoir requis que tout contrat atteste par les offres acceptees par
cette lettre d'acceptation et d'envoi, de m( 7/8)eme que tous les documents qui
s'y rapportent, soient rediges exclusivement en langue anglaise.
4
IMPORTANT:
HOLDERS OF RWCI RESTRICTED VOTING SHARES: SIGN HERE AND COMPLETE
THIS SECTION IF YOU WISH TO DEPOSIT YOUR RWCI RESTRICTED VOTING
SHARES.
Dated: ------------------------------------------------------------------, 2004
- --------------------------------------------------------------------------------
SIGNATURE OF HOLDER OF RWCI RESTRICTED VOTING SHARES OR AUTHORIZED
REPRESENTATIVE --
SEE INSTRUCTIONS 3 AND 5
- --------------------------------------------------------------------------------
NAME OF HOLDER OF RWCI RESTRICTED VOTING SHARES
(PLEASE PRINT OR TYPE)
- --------------------------------------------------------------------------------
NAME OF AUTHORIZED REPRESENTATIVE, IF APPLICABLE
(PLEASE PRINT OR TYPE)
- --------------------------------------------------------------------------------
DAYTIME TELEPHONE NUMBER OF HOLDER OF RWCI RESTRICTED VOTING SHARES
OR AUTHORIZED REPRESENTATIVE
- --------------------------------------------------------------------------------
DAYTIME FACSIMILE NUMBER OF HOLDER OF RWCI RESTRICTED VOTING SHARES
OR AUTHORIZED REPRESENTATIVE
- --------------------------------------------------------------------------------
TAX IDENTIFICATION, SOCIAL INSURANCE OR
SOCIAL SECURITY NUMBER OF HOLDER OF RWCI RESTRICTED VOTING SHARES
COMPLETE THE FOLLOWING SIGNATURE GUARANTEE ONLY IF REQUIRED
UNDER INSTRUCTION 4 BELOW:
Signature guaranteed by (if required under Instruction 4):
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
AUTHORIZED SIGNATURE OF GUARANTOR
- --------------------------------------------------------------------------------
NAME OF GUARANTOR (PLEASE PRINT OR TYPE)
- --------------------------------------------------------------------------------
ADDRESS OF GUARANTOR (PLEASE PRINT OR TYPE)
5
ELIGIBILITY TO TENDER RWCI RESTRICTED VOTING SHARES TO RCI
You must complete the following if you are an Eligible Holder and wish to tender
your RWCI Restricted Voting Shares to RCI. An "Eligible Holder" is a Shareholder
who is (a) a resident of Canada for the purposes of the Income Tax Act (Canada),
as amended ("Tax Act"), holds RWCI Restricted Voting Shares as capital property
and is not exempt from tax on income under the Tax Act, or (b) a non-resident of
Canada for the purposes of the Tax Act whose RWCI Restricted Voting Shares
constitute "taxable Canadian property" (as defined by the Tax Act) and who is
not exempt from Canadian tax in respect of any capital gain realized on the
disposition of RWCI Restricted Voting Shares by reason of an exemption contained
in an applicable income tax treaty, or (c) a partnership if one or more members
of the partnership are described in (a) or (b);
I hereby certify that (i) I am an Eligible Holder and (ii) I am tendering RWCI
Restricted Voting Shares to RCI for purposes of achieving a tax-deferred
rollover.
I agree, at the request of RCI, to co-operate in good faith with RCI in
connection with the preparation, filing and execution of any documents required
pursuant to an election under subsection 85(1) of the Tax Act (this election may
benefit RCI, and would provide Shareholders with the ability to make the
exchange of RWCI Restricted Voting Shares for RCI Non-Voting Shares on the same
tax-deferred rollover basis as described in the Circular).
Dated this day of , 2004.
---------------------------------------
Signature of holder of RWCI Restricted
Voting Shares or Authorized
Representative -- see Instructions 3
and 5
You should refer to "Material Canadian Federal Income Tax Considerations" and
"Material United States Federal Income Tax Considerations" in the Circular
before completing this section.
ELIGIBLE HOLDERS WHO DO NOT SEEK A TAX-DEFERRED ROLLOVER SHOULD NOT COMPLETE THE
FOREGOING CERTIFICATE. SHAREHOLDERS WHO DO NOT COMPLETE THE CERTIFICATE WILL BE
DEEMED TO HAVE TENDERED THEIR SHARES TO RCI SUBCO.
BLOCK A
REGISTRATION AND PAYMENT INSTRUCTIONS
CERTIFICATE/ISSUE CHEQUE IN THE NAME OF:
(please print or type)
- --------------------------------------------------------------------------------
(NAME)
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
(STREET ADDRESS AND NUMBER)
- --------------------------------------------------------------------------------
(CITY AND PROVINCE OR STATE)
- --------------------------------------------------------------------------------
(COUNTRY AND POSTAL CODE (OR ZIP) CODE)
- --------------------------------------------------------------------------------
(TELEPHONE -- BUSINESS HOURS)
- --------------------------------------------------------------------------------
(TAX IDENTIFICATION, SOCIAL INSURANCE OR
SOCIAL SECURITY NUMBER)
(U.S. SHAREHOLDERS SEE FORM W-9 AND INSTRUCTION 10)
BLOCK B
DELIVERY INSTRUCTIONS
(Unless Block "C" is checked)
SEND CERTIFICATE/CHEQUE TO:
(please print or type)
- --------------------------------------------------------------------------------
(NAME)
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
(STREET ADDRESS AND NUMBER)
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
(CITY AND PROVINCE OR STATE)
- --------------------------------------------------------------------------------
(COUNTRY AND POSTAL CODE (OR ZIP) CODE)
(U.S. SHAREHOLDERS SEE FORM W-9 AND INSTRUCTION 10)
6
BLOCK C
[ ] HOLD CHEQUE FOR PICK-UP AT THE OFFICES OF THE DEPOSITARY WHERE THIS LETTER
OF ACCEPTANCE AND TRANSMITTAL IS DEPOSITED. (Check box)
BLOCK D
[ ] CHECK HERE IF RWCI RESTRICTED VOTING SHARES ARE BEING DEPOSITED PURSUANT TO
A NOTICE OF GUARANTEED DELIVERY PREVIOUSLY SENT TO THE DEPOSITARY AND
COMPLETE THE FOLLOWING: (please print or type)
Name of Registered Holder: ---------- Date of Execution of Notice: ----------
Window Ticket Number (if any)
--------------------------------------------------
Name of Institution which Guaranteed Delivery
-----------------------------------
BLOCK E
DEALER OR BROKER SOLICITING ACCEPTANCE OF THE OFFER
(See Instruction 8)
The owner signing above represents that the member of the Soliciting Dealer
Group who solicited and
obtained this deposit is: (please print or type)
<Table>
------------------------- ------------------------- -------------------------
(FIRM) (REGISTERED REPRESENTATIVE) (TELEPHONE NUMBER)
------------------------- -------------------------
(ADDRESS) (FAX)
</Table>
[ ] CHECK HERE IF LIST OF BENEFICIAL HOLDERS IS ATTACHED
[ ] CHECK HERE IF DISKETTE TO FOLLOW
7
SUBSTITUTE FORM W-9
TO BE COMPLETED BY U.S. SECURITYHOLDERS ONLY
(SEE INSTRUCTION 10)
<Table>
<Caption>
- --------------------------------------------------------------------------------------------------------------------------
PAYOR'S NAME:
- --------------------------------------------------------------------------------------------------------------------------
SUBSTITUTE PART I -- PLEASE PROVIDE YOUR TIN IN THE BOX AT THE RIGHT TIN:
FORM W-9 AND CERTIFY BY SIGNING AND DATING BELOW. -----------------------
SOCIAL SECURITY NUMBER
OR -----------------------
EMPLOYER IDENTIFICATION NUMBER
---------------------------------------------------------------------------------------------
PART II -- For Payees exempt from backup withholding, see the enclosed Guidelines for
Certification of Taxpayer Identification Number on Substitute Form W-9 and complete as
instructed therein.
-------------------------------------------------------------------------------------------
PAYOR'S REQUEST FOR PART III -- Certification -- Under penalties of perjury, I certify that:
TAXPAYER IDENTIFICATION
NUMBER ("TIN") AND (1) The number shown on this form is my correct TIN (or I am waiting for a number to be
CERTIFICATION issued to me); and
(2) I am not subject to backup withholding because: (a) I am exempt from backup withholding
or (b) I have not been notified by the Internal Revenue Service ('IRS') that I am subject
to backup withholding as a result of a failure to report all interest or dividends or
(c) the IRS has notified me that I am no longer subject to backup withholding; and
(3) I am a U.S. person (including a U.S. resident alien).
-------------------------------------------------------------------------------------------
SIGNATURE: -------------------------------------- DATE: ----------
- --------------------------------------------------------------------------------------------------------------------------
CERTIFICATION INSTRUCTIONS -- You must cross out item (2) above if you have been notified by the IRS that you are
subject to backup withholding because of underreporting interest or dividends on your tax return. However, if after
being notified by the IRS that you were subject to backup withholding, you received another notification from the IRS
that you are no longer subject to backup withholding, do not cross out item (2). (Also see the instructions in the
enclosed Guidelines.)
</Table>
NOTE: FAILURE TO COMPLETE AND RETURN THIS SUBSTITUTE FORM W-9 MAY RESULT IN
BACKUP WITHHOLDING OF A PORTION OF ALL REPORTABLE PAYMENTS MADE TO YOU.
PLEASE REVIEW THE ENCLOSED GUIDELINES FOR CERTIFICATION OF TAXPAYER
IDENTIFICATION NUMBER ON SUBSTITUTE FORM W-9 FOR ADDITIONAL DETAILS.
YOU MUST COMPLETE THE FOLLOWING CERTIFICATE IF YOU ARE AWAITING YOUR TIN.
CERTIFICATE OF AWAITING TAXPAYER IDENTIFICATION NUMBER
I certify under penalties of perjury that a TIN has not been issued to me,
and either (a) I have mailed or delivered an application to receive a TIN to the
appropriate IRS Center or Social Security Administration Office or (b) I intend
to mail or deliver an application in the near future. I understand that if I do
not provide a TIN by the time of payment, a portion of all reportable payments
made to me will be withheld.
Signature: ------------------------------ Date: -------------------------
8
INSTRUCTIONS
1. USE OF LETTER OF ACCEPTANCE AND TRANSMITTAL
(a) This Letter of Acceptance and Transmittal (or a manually signed
facsimile thereof) together with accompanying certificates
representing the Deposited Shares and all other documents required by
the terms of the Offer to Purchase and this Letter of Acceptance and
Transmittal must be physically received by the Depositary at any of
the offices specified on the back cover page by the Expiry Time,
unless the Offer in respect of the RWCI Restricted Voting Shares is
extended or unless the procedure for guaranteed delivery set out in
Instruction 2 below is used.
(b) THE METHOD USED TO DELIVER THIS LETTER OF ACCEPTANCE AND TRANSMITTAL
AND ANY ACCOMPANYING CERTIFICATES REPRESENTING RWCI RESTRICTED VOTING
SHARES IS AT THE OPTION AND RISK OF THE HOLDER, AND DELIVERY WILL BE
DEEMED EFFECTIVE ONLY WHEN SUCH DOCUMENTS ARE ACTUALLY RECEIVED BY THE
DEPOSITARY. THE OFFERORS RECOMMEND THAT THE NECESSARY DOCUMENTATION BE
HAND DELIVERED TO THE DEPOSITARY AT ANY OF ITS OFFICES SPECIFIED
BELOW, AND A RECEIPT OBTAINED; OTHERWISE THE USE OF REGISTERED MAIL
WITH RETURN RECEIPT REQUESTED, PROPERLY INSURED, IS RECOMMENDED.
HOLDERS OF RWCI RESTRICTED VOTING SHARES WHOSE RWCI RESTRICTED VOTING
SHARES ARE REGISTERED IN THE NAME OF A BROKER, DEALER, BANK, TRUST
COMPANY OR OTHER NOMINEE SHOULD CONTACT THAT NOMINEE FOR ASSISTANCE IN
DEPOSITING THOSE RWCI RESTRICTED VOTING SHARES.
2. PROCEDURE FOR GUARANTEED DELIVERY
If a holder of RWCI Restricted Voting Shares wishes to deposit such RWCI
Restricted Voting Shares pursuant to the Offer and certificates for such RWCI
Restricted Voting Shares are not immediately available or the holder cannot
deliver all other required documents to the Depositary by the Expiry Time, those
RWCI Restricted Voting Shares may nevertheless be deposited under the Offer
provided that all of the following conditions are met:
(a) the deposit is made by or through an Eligible Institution (as defined
below);
(b) a Notice of Guaranteed Delivery (which is printed on green paper) in
the form accompanying the Offer to Purchase and Circular or a
facsimile thereof, properly completed and duly executed, including a
guarantee by an Eligible Institution in the form specified in the
Notice of Guaranteed Delivery, is received by the Depositary at the
applicable addresses set out in the Notice of Guaranteed Delivery by
the Expiry Time; and
(c) the certificate(s) representing the deposited RWCI Restricted Voting
Shares in proper form for transfer, together with this Letter of
Acceptance and Transmittal (or a facsimile hereof), properly completed
and duly executed with any required signature guarantees, covering the
deposited RWCI Restricted Voting Shares and all other documents
required by this Letter of Acceptance and Transmittal, are received by
the Depositary at the applicable address specified in the Notice of
Guaranteed Delivery before 5:00 p.m., Toronto time, on the third
trading day on the TSX after the Expiry Time.
The Notice of Guaranteed Delivery may be delivered by hand or transmitted
by facsimile or mail to the Depositary at the applicable addresses set out in
the Notice of Guaranteed Delivery and must include a guarantee by an Eligible
Institution in the form set out in the Notice of Guaranteed Delivery. DELIVERY
OF THE NOTICE OF GUARANTEED DELIVERY AND THIS LETTER OF ACCEPTANCE AND
TRANSMITTAL AND ACCOMPANYING RWCI RESTRICTED VOTING SHARE CERTIFICATES TO ANY
OFFICE OTHER THAN SUCH OFFICES OF THE DEPOSITARY DOES NOT CONSTITUTE DELIVERY
FOR PURPOSES OF SATISFYING A GUARANTEED DELIVERY.
An "Eligible Institution" means a Canadian Schedule I chartered bank, a
major trust company in Canada, a member of the Securities Transfer Agent
Medallion Program (STAMP), a member of the Stock Exchange Medallion Program
(SEMP), a member of the New York Stock Exchange, Inc. Medallion Signature
Program (MSP) or any other "Eligible Guarantor Institution", as such term is
defined in Rule 17Ad-15 of the Exchange Act.
9
3. SIGNATURES
This Letter of Acceptance and Transmittal must be completed and signed by
the registered holder of Deposited Shares accepting the Offer described above or
by such holder's duly authorized representative (in accordance with Instruction
5).
(a) If this Letter of Acceptance and Transmittal is signed by the
registered owner(s) of the accompanying certificate(s), such
signature(s) on this Letter of Acceptance and Transmittal must
correspond with the name(s) as registered or as written on the face of
such certificate(s) without any change whatsoever, and the
certificate(s) need not be endorsed. If any of the RWCI Restricted
Voting Shares tendered hereby are owned of record by two or more joint
owners, all such owners must sign this Letter of Acceptance and
Transmittal.
(b) If this Letter of Acceptance and Transmittal is signed by a person
other than the registered owner(s) of the accompanying certificate(s),
or if payment is to be issued in the name of a person other than the
registered owner(s):
(i) such deposited certificate(s) must be endorsed or accompanied by
an appropriate share transfer power of attorney duly and properly
completed by the registered owner(s); and
(ii) the signature(s) on such endorsement or power of attorney must
correspond exactly to the name(s) of the registered owner(s) as
registered or as appearing on the certificate(s) and must be
guaranteed as noted in Instruction 4 below.
4. GUARANTEE OF SIGNATURES
If this Letter of Acceptance and Transmittal is signed by a person other
than the registered owner(s) of the Deposited Shares, or if Deposited Shares not
purchased are to be returned to a person other than such registered owner(s) or
sent to an address other than the address of the registered owner(s) as shown on
the register of the Corporation or if payment is to be issued in the name of a
person other than the registered owner(s) of the Deposited Shares, such
signature must be guaranteed by an Eligible Institution in the space provided on
the signature page, or in some other manner acceptable to the Depositary (except
that no guarantee is required if the signature is that of an Eligible
Institution).
5. FIDUCIARIES, REPRESENTATIVES AND AUTHORIZATIONS
Where this Letter of Acceptance and Transmittal is executed by a person
acting as an executor, administrator, trustee or guardian, or on behalf of a
corporation, partnership or association or is executed by any other person
acting in a representative capacity, such person should so indicate when signing
and this Letter of Acceptance and Transmittal must be accompanied by
satisfactory evidence of the authority to act. The Offerors or the Depositary,
at their discretion, may require additional evidence of authority or additional
documentation.
6. SPECIAL PAYMENT AND DELIVERY INSTRUCTIONS
If share certificate(s) and/or any cheque(s) to which the registered
owner(s) of deposited RWCI Restricted Voting Shares is (are) entitled is to be
issued in the name of a person other than such registered owner(s), complete
Block A on this Letter of Acceptance and Transmittal. If Block A is not
completed, such share certificate(s) and/or any cheque(s) will be issued in the
name of the registered owner(s).
If such share certificate(s) and/or any cheque(s) is (are) to be mailed to
a person other than the registered owner(s), complete Block B on this Letter of
Acceptance and Transmittal. If such share certificate(s) and/or any cheque(s) is
(are) to be held for pick-up at the offices of the Depositary, complete Block C.
If neither Block B nor Block C is completed, such share certificate(s) and/or
any cheque(s) will be mailed to the address of the registered owner(s) as shown
on the registers of the Corporation.
7. PARTIAL DEPOSITS
If the registered owner(s) wish(es) to deposit less than the total number
of RWCI Restricted Voting Shares evidenced by any certificate submitted, fill in
the number of RWCI Restricted Voting Shares to be deposited in the appropriate
space on this Letter of Acceptance and Transmittal. In such case, new
certificate(s) for the number of RWCI Restricted Voting Shares not deposited
will be sent to the registered holder as soon as practicable after the Expiry
Time. The total number of RWCI
10
Restricted Voting Shares evidenced by all certificates delivered will be deemed
to have been deposited unless otherwise indicated.
8. SOLICITATION
Identify the dealer or broker, if any, who solicited acceptance of the
Offer by completing Block E on this Letter of Acceptance and Transmittal.
Present a list of beneficial holders, if applicable.
9. STOCK TRANSFER TAXES
Except as otherwise provided in this Instruction 9, the Offerors will pay
all stock transfer taxes with respect to the transfer and sale of any RWCI
Restricted Voting Shares to them or their order pursuant to the Offer. If,
however, payment of the purchase price is to be made to, or if certificates for
RWCI Restricted Voting Shares not deposited or not accepted for payment are to
be registered in the name of, any person other than the registered holder(s), or
if deposited certificates for RWCI Restricted Voting Shares are registered in
the name of any person other than the person(s) signing this Letter of
Acceptance and Transmittal, the amount of any stock transfer taxes (whether
imposed on the registered holder(s) or such other person) payable on account of
the transfer to such other person will be deducted from the amount payable, if
any, by an Offeror to a Shareholder in lieu of fractional shares or if such
amount payable is insufficient, promptly remitted and transferred to the
purchasing Offeror, unless evidence satisfactory to such Offeror, in its sole
discretion, of the payment of such taxes, or exemption therefrom, is submitted.
10. BACKUP WITHHOLDING
Under U.S. Federal income tax law, a Shareholder whose Deposited Shares are
accepted for payment is required, unless an exemption applies, to provide the
Depositary (as payer) with such Shareholder's correct taxpayer identification
number ("TIN") on the Substitute Form W-9 above in order to avoid "backup
withholding" of the U.S. Federal income tax on payments of cash pursuant to the
Offer. In addition, the Shareholder must certify under penalties of perjury that
such TIN is correct and that such Shareholder is not subject to backup
withholding. If a tendering Shareholder is subject to backup withholding, such
Shareholder must cross out item (2) of the Certification box on the Substitute
Form W-9. If such Shareholder is an individual, the TIN is such Shareholder's
social security number.
The tendering Shareholder should indicate in Part III of the Substitute
Form W-9 if the tendering Shareholder has not been issued a TIN and has applied
for or intends to apply for a TIN in the near future, in which case the
tendering Shareholder should complete the Certificate of Awaiting Taxpayer
Identification Number above. Notwithstanding that the Shareholder has indicated
in Part III that a TIN has been applied for and has completed the Certificate of
Awaiting Taxpayer Identification Number, the Depositary will withhold 30% of all
cash payments, if any, made pursuant to the Offer until a TIN is provided to the
Depositary. However, such amounts will be refunded to such Shareholder if a TIN
is provided to the Depositary within 60 days.
If the Depositary is not provided with the correct TIN or the
certifications described above, the Shareholder may be subject to a $50 penalty
imposed by the Internal Revenue Service. In addition, payments of cash to such
Shareholder with respect to Deposited Shares purchased pursuant to the Offer may
be subject to backup withholding of 30%.
Backup withholding is not an additional income tax. Rather, the amount of
the backup withholding can be credited against the U.S. Federal income tax
liability of the person subject to the backup withholding, provided that the
required information is given to the IRS. If backup withholding results in an
overpayment of taxes, a refund can be obtained by filing an income tax return
with the IRS.
The Shareholder is required to give the Depositary the TIN (i.e., social
security number or employer identification number) of the record owner of the
Deposited Shares. If the Deposited Shares are held in more than one name or are
not in the name of the actual owner, consult the enclosed Guidelines for
Certification of Taxpayer Identification Number on Substitute Form W-9 for
additional guidance on which number to report.
Certain Shareholders (including, among others, all corporations and certain
foreign individuals and entities) are not subject to backup withholding.
Non-corporate non-U.S. Shareholders should complete and sign the main signature
form and a Form W-8BEN, Certificate of Foreign Status of Beneficial Owner for
United States Tax Withholding, signed under penalties of perjury, attesting to
that Shareholder's exempt status, in order to avoid backup withholding. A copy
of
11
Form W-8BEN may be obtained from the Information Agent. Exempt Shareholders,
other than non-U.S. Shareholders, should furnish their TIN, write "Exempt" in
Part II of the Substitute Form W-9 above, and sign, date and return the
Substitute Form W-9 to the Depositary. See the enclosed Guidelines for
Certification of Taxpayer Identification Number on Substitute Form W-9 for more
instructions.
11. MISCELLANEOUS
(a) If the space on this Letter of Acceptance and Transmittal is
insufficient to list all certificates for Deposited Shares, additional
certificate numbers and number of Deposited Shares may be included on a
separate signed list affixed to this Letter of Acceptance and
Transmittal.
(b) If Deposited Shares are registered in different forms (e.g., "John Doe"
and "J. Doe"), a separate Letter of Acceptance and Transmittal should
be signed for each different registration.
(c) No alternative, conditional or contingent deposits will be acceptable.
All depositing holders of RWCI Restricted Voting Shares by execution of
this Letter of Acceptance and Transmittal (or a facsimile hereof) waive
any right to receive any notice of the acceptance of Deposited Shares
for payment, except as required by applicable law.
(d) The Offer and any agreement resulting from the acceptance of the Offer
will be construed in accordance with and governed by the laws of the
Province of Ontario and the federal laws of Canada applicable therein.
Each party to any agreement resulting from the acceptance of the Offer
unconditionally and irrevocably attorns to the exclusive jurisdiction
of the courts of the Province of Ontario.
(e) The Offerors will not pay any fees or commissions to any broker or
dealer or any other Person for soliciting deposits of RWCI Restricted
Voting Shares pursuant to the Offer except as otherwise set forth in
the Offer to Purchase (other than to the Dealer Manager, the Soliciting
Dealers, Information Agent and the Depositary).
(f) Additional copies of the Offer to Purchase and Circular, this Letter of
Acceptance and Transmittal and the Notice of Guaranteed Delivery may be
obtained from the Depositary at the addresses listed below.
(g) ANY QUESTIONS AND REQUESTS FOR ASSISTANCE MAY BE DIRECTED BY HOLDERS OF
SHARES TO THE DEPOSITARY, THE DEALER MANAGER OR THE INFORMATION AGENT
AT THEIR RESPECTIVE TELEPHONE NUMBERS AND LOCATIONS SET OUT BELOW.
SHAREHOLDERS MAY ALSO CONTACT THEIR BROKER, DEALER, COMMERCIAL BANK,
TRUST COMPANY OR OTHER NOMINEE FOR ASSISTANCE CONCERNING THE OFFER.
(h) The Offerors reserve the right in their absolute discretion to instruct
the Depositary of any defect or irregularity contained in any Letter of
Acceptance and Transmittal received.
12. LOST CERTIFICATES
If a RWCI Restricted Voting Share certificate has been lost or destroyed,
this Letter of Acceptance and Transmittal should be completed as fully as
possible and forwarded, together with a letter describing the loss, to the
Depositary. The Depositary will forward such letter to the Corporation's
registrar and transfer agent so that the transfer agent may provide replacement
instructions. If a RWCI Restricted Voting Share certificate has been lost or
destroyed, please ensure that you provide your telephone number so that the
Depositary or the Corporation's transfer agent may contact you.
THIS LETTER OF ACCEPTANCE AND TRANSMITTAL OR A MANUALLY SIGNED FACSIMILE
(TOGETHER WITH CERTIFICATES FOR RWCI RESTRICTED VOTING SHARES AND ALL OTHER
REQUIRED DOCUMENTS) OR THE NOTICE OF GUARANTEED DELIVERY OR A MANUALLY SIGNED
FACSIMILE THEREOF MUST BE RECEIVED BY THE DEPOSITARY NO LATER THAN THE EXPIRY
TIME.
IMPORTANT TAX INFORMATION FOR U.S. SHAREHOLDERS
Purpose of Substitute Form W-9. All Shareholders who are U.S. persons
surrendering Deposited Shares pursuant to the Offer should complete and sign the
main signature form and the Substitute Form W-9 to provide information and
certification necessary to avoid backup withholding (unless an applicable
exemption exists and is proved in a manner satisfactory to the Offerors and the
Depositary). The Shareholder is required to notify the Depositary of such
Shareholder's
12
correct taxpayer identification number by completing the form contained herein
certifying that the taxpayer identification number provided on Substitute Form
W-9 is correct (or that such Shareholder is awaiting a taxpayer identification
number).
What Number to Give the Depositary. The Shareholder is required to give
the Depositary the social security number or employer identification number of
the record owner of the Deposited Shares. If the Deposited Shares are in more
than one name or are not in the name of the actual owner, consult the enclosed
Guidelines for Certification of Taxpayer Identification Number on Substitute
Form W-9 for additional guidance on which number to report.
13
The Depositary for the Offer is:
COMPUTERSHARE INVESTOR SERVICES INC.
<Table>
BY MAIL BY REGISTERED MAIL, HAND OR COURIER
P.O. Box 7021 100 University Avenue
31 Adelaide St. E 9th Floor
Toronto, ON M5C 3H2 Toronto, ON M5J 2Y1
Attention: Corporate Actions Attention: Corporate Actions
</Table>
Fax Number: 416-981-9663
Toll Free: 1-877-982-5008
E-Mail: service@computershare.com
BY HAND OR COURIER
<Table>
Montreal Vancouver Calgary
650 de Maisonneuve Blvd West 510 Burrard Street Western Gas Tower
Suite 700 2nd Floor Suite 600, 530 8th Avenue S.W.
Montreal, QC Vancouver, BC Calgary, AB
H3A 3T2 V6C 3B9 T2P 3S8
</Table>
The Dealer Manager for the Offer is:
SCOTIA CAPITAL INC.
<Table>
In Canada: In the United States:
Scotia Capital Inc. Scotia Capital (USA) Inc.
Scotia Plaza, 66th Floor One Liberty Plaza, 25th Floor
40 King Street West 165 Broadway
Box 4085, Station "A" New York, New York
Toronto, Ontario 10006
M5W 2X6
Canadian Retail Shareholders: U.S. Shareholders:
Tel: 416-863-7207 Tel: 1-800-262-4060 or 212-225-6812
Canadian Institutional Shareholders:
Tel: 416-863-2885
</Table>
The Information Agent for the Offer is:
GEORGESON SHAREHOLDER COMMUNICATIONS INC.
66 Wellington Street West
TD Tower - Suite 5210
Toronto Dominion Centre
Toronto, Ontario M5K 1J3
NORTH AMERICAN TOLL-FREE NUMBER: 1-877-288-7452
U.S. Banks and Brokers Call Collect: 212-440-9800
ANY QUESTIONS AND REQUESTS FOR ASSISTANCE MAY BE DIRECTED BY SHAREHOLDERS TO THE
DEPOSITARY, DEALER MANAGER OR THE INFORMATION AGENT AT THEIR RESPECTIVE
TELEPHONE NUMBERS AND LOCATIONS SET OUT ABOVE.