Exhibit (a)(1)(T)
The following question and answer is hereby added immediately after the
question and answer "WHAT DOES THE CORPORATION'S BOARD OF DIRECTORS THINK OF
THE OFFER?" on page four of the Offer to Purchase:
"WHAT DO THE OFFERORS THINK OF THE OFFER?
The boards of directors of RCI and RCI Subco have each concluded
that the offer is fair, from a financial point of view, to
shareholders (other than RCI and its affiliates)."
The fourth full paragraph on page 32 of the Circular is hereby amended and
restated in its entirety as follows:
"At the request of RCI, on September 27, 2004, the Corporation
constituted the Independent Committee with a mandate to, among other
things, retain an investment advisor independent of RCI and its
affiliates to prepare a formal valuation of the RWCI Restricted
Voting Shares in accordance with Rule 61-501, Policy Q-27 and the
Shareholder Protection Agreement. In order for the Corporation to be
able to make a decision whether to proceed with a possible
substantial issuer bid (an offer by an issuer to acquire its own
shares, in this case, an offer by the Corporation to acquire RWCI
Restricted Voting Shares) to purchase RWCI Restricted Voting Shares,
it was necessary for the Corporation to determine the value of the
RWCI Restricted Voting Shares pursuant to a formal valuation
prepared by an independent valuator. See "Shareholder Protection
Agreement - Issuer Bids" in Schedule "B" hereto. Such a valuation
was required under the terms of the Shareholder Protection
Agreement. A substantial issuer bid was being considered as a
possibility because it could serve as a mechanism to permit funds to
be transferred from the Corporation to RCI in order to permit RCI to
repay financing in the amount of approximately $1,750 million to be
incurred by RCI to complete the purchase of AT&T Wireless' stake in
the Corporation. If such a substantial issuer bid was made, RCI
would have had the opportunity to tender the shares of the
Corporation acquired from AT&T Wireless to that bid. The substantial
issuer bid would also have been made to public shareholders of the
Corporation. No decision was ever made as to the possible terms of
any such substantial issuer bid."
The first full paragraph on page 33 of the Circular is hereby amended and
restated in its entirety as follows:
"On November 9, 2004, upon receipt of the preliminary valuation
range, management of RCI concluded that rather than a substantial
issuer bid, it could recommend to the RCI board of directors an
insider bid (an offer by
a holder of voting securities carrying more than 10% of the total
votes of an issuer to acquire shares of such issuer, in this case,
an offer made by RCI or a subsidiary of RCI to acquire RWCI
Restricted Voting Shares) by RCI as a first step to potentially
taking the Corporation private at a price that was in the best
interests of RCI's own shareholders and that could be fair from a
financial point of view to Minority Shareholders. See "Shareholder
Protection Agreement - Insider Bids" in Schedule "B" hereto. As a
result, at a meeting held on November 10, 2004, representatives of
Scotia Capital presented financial information and advice to the
finance committee of the board of directors of RCI. Scotia Capital
was not requested to, and did not provide any report or opinion as
to the value of the Corporation, RCI, the RWCI Restricted Voting
Shares or the RCI Non-Voting Shares. Scotia Capital was not
requested to, and did not, evaluate or render an opinion as to the
fairness, from a financial point of view, of the consideration
proposed to be paid under the Offer to Minority Shareholders.
Following Scotia Capital's presentation, management of RCI
recommended to the finance committee of the board of directors of
RCI that RCI make the Offer."
Page 33 of the Circular is hereby amended by adding the following to the end
of the last full paragraph thereon:
"In making its determination regarding the fairness, from a
financial point of view, to the Minority Shareholders, the RCI board
considered a variety of factors, including, the preliminary
valuation range presented by BMO Nesbitt Burns to the RWCI
Independent Committee, the values of entities in RWCI's peer group
prepared by Scotia Capital, the current and historical market prices
for the RWCI Restricted Voting Shares (and the premium offered in
the Offer), the going concern value of RWCI (as analyzed in the
preliminary BMO Nesbitt Burns presentation to the RWCI Independent
Committee and the final Valuation and Fairness Opinion), the
purchase prices paid by RCI in previous purchases and the Valuation
and Fairness Opinion. The RCI board of directors did not consider
the net book value or liquidation value in considering the fairness
of the Offer from a financial point of view as BMO Nesbitt Burns had
determined that these valuation approaches yielded lower values than
the going concern approach. On November 22, 2004, the RWCIAI board
of directors made the same determination of fairness, in reliance on
the determination made by the RCI board of directors."
Page 36 of the Circular is hereby amended by amending and restating its the
entirety the paragraph under the heading "Other" thereon as follows:
"Other
The Corporation believes that the terms of the Shareholder
Protection Agreement, which requires, among other things, that a
formal valuation of RWCI be prepared by an independent valuer, that
the consideration offered per share to holders of RWCI Restricted
Voting Shares will not be less than 66 2/3% of the value (or of the
midpoint of the range of values) arrived at in the formal valuation
and that a committee of independent directors of RWCI select the
independent valuer, review the independent valuer's report and
report its recommendations to the RWCI board of directors provides
adequate procedural fairness for the Minority Shareholders. The
Offer does not require the approval of a majority of the Minority
Shareholders. The Offerors intend to take-up and pay for any and all
RWCI Restricted Voting Shares deposited in the Offer, subject to
satisfaction or waiver of certain conditions. See Section 4 of the
Offer to Purchase, "Conditions of the Offer."
The following paragraph is hereby added immediately before the last paragraph
on page 38 of the Circular:
"After receiving the report of the Independent Committee and
its conclusions and recommendations, the Board of Directors
discussed those factors the Independent Committee considered
relevant in determining whether the Offer was in the best interest
of Minority Shareholders, including those factors listed under
"INDEPENDENT COMMITTEE OF THE CORPORATION --Deliberations and
Recommendation of the Independent Committee" and the Board of
Directors considered those factors in determining whether the Offer
was in the best interest of Minority Shareholders. The Board of
Directors accepted the conclusions and analyses presented in the
report of the Independent Committee and the Valuation and Fairness
Opinion"
The following paragraph is hereby added immediately before the heading
"Auditors, Transfer Agent and Registrar" on page A-4 of Schedule "A":
"RWCI Loan to RCI
On December 17, 2004, the Corporation and RCI announced that
the board of directors of the Corporation had approved a loan of up
to $1.4 billion from the Corporation to RCI. The loan will be made
from cash on hand resulting from a return of capital from RWI. RCI's
intent is to use the proceeds from this loan along with $350 million
cash on hand to repay its bridge credit facility. The loan to RCI
will be advanced on December 31, 2004 and will mature on October 16,
2006. The Corporation continues
to review the various methods and timing of effecting a distribution
of $1.75 billion to its shareholders."