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
August 4, 2006
Item 3 News Release
A press release was issued on August 4, 2006 in Toronto, Ontario and
disseminated across Canada through the facilities of Canada Newswire.
Item 4 Summary of Material Change
On August 4, 2006, the Company announced that shareholders have overwhelmingly
approved the previously announced plan of arrangement with Georgia Gulf, whereby
Georgia Gulf has offered C$13.00 per share in cash for all of the outstanding
shares of the Company. Over 99% of the votes cast were voted in favour of the
plan of arrangement. Closing of the transaction remains targeted for September
2006.
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.
Item 8 Executive Officer
For further information, please contact:
Scott D. Bates
Vice-President, General Counsel and Corporate Secretary
Tel: (905) 264-0701
Fax: (905) 264-0702
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Item 9 Date of Report
August 14, 2006
SCHEDULE "A"
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Royal Group Shareholders Overwhelmingly Approve Georgia Gulf's Offer to
Acquire All Outstanding Shares
TORONTO, Aug. 4 /CNW/ - Royal Group Technologies Limited (RYG: TSX; NYSE)
announced today that shareholders have overwhelmingly approved the previously
announced plan of arrangement with Georgia Gulf, whereby Georgia Gulf has
offered C$13.00 per share in cash for all of the outstanding shares of Royal
Group. Over 99% of the votes cast were voted in favour of the plan of
arrangement. Closing of the transaction remains targeted for September 2006.
Royal Group Technologies is a leading producer of innovative, attractive,
durable, and low-maintenance home improvement and building products, which are
primarily utilized in both the renovation and new construction sectors of the
North American construction industry. Royal Group is the recipient of several
industry awards for product innovation. The Company has manufacturing operations
located throughout North America in order to provide industry-leading service to
its extensive customer network. 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", "believe",
"anticipate", "suggest", "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
specifically or its industry generally that could cause the Company's actual
performance, achievements and financial results to differ materially from past
results and from those expressed in any forward-looking statements made by or on
behalf of the Company. These risks and uncertainties include the ongoing
shareholder value maximization process and its outcome including, without
limitation, the completion of the proposed plan of arrangement with Rome
Acquisition Corp., a wholly-owned subsidiary of Georgia Gulf Corporation; the
ongoing internal review and investigations by the Audit Committee of the Board
of Directors and its outcome; the outcome of the ongoing investigations by the
United States Department of Justice, RCMP, OSC and SEC; the outcome of the
discussions with the SEC on the Company's historical disclosure; the outcome of
class action shareholders lawsuits against the Company filed in the United
States and Canada; fluctuations in the level of renovation, remodelling and
construction activity; changes in product costs and pricing; an inability to
achieve or delays in achieving savings related to cost reductions or increases
in revenues related to sales price increases; the sufficiency of any
restructuring activities, including the potential for higher actual costs to be
incurred in connection with any restructuring activities compared to the
estimated costs of such actions; the ability to recruit and retain qualified
employees; the level of Royal's outstanding debt and current debt ratings;
Royal's ability to maintain adequate liquidity and refinance its debt structure
by December 31, 2006, the expiry date of its current bank credit facility; the
Company's ability to complete the required processes and provide the internal
control report that will be required under U.S. securities law in respect of
fiscal 2006; the ability to meet the financial
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covenants in Royal's credit facilities; changes in Royal's 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; 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; adverse resolution of any litigation,
investigations, administrative and regulatory matters, intellectual property
disputes, or similar matters; changes in securities, environmental or health and
safety 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 forward-looking statements. Statements made
in this document are made as of August 4, 2006 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: Mark Badger, Vice President of Marketing and
Corporate Communications, Royal Group Technologies Limited, Phone: (905)
264-0701