FORM 51-102F3
MATERIAL CHANGE REPORT
ITEM 1 NAME AND ADDRESS OF COMPANY
Rogers Wireless Communications Inc. ("Rogers Wireless")
One Mount Pleasant Road
Toronto, Ontario
M4Y 2Y5
ITEM 2 DATE OF MATERIAL CHANGE
December 17, 2004
ITEM 3 NEWS RELEASE
A news release was issued through Canada NewsWire on December 17,
2004.
ITEM 4 SUMMARY OF MATERIAL CHANGE
Rogers Communications Inc. ("RCI") and Rogers Wireless announced that
the board of directors of Rogers Wireless has approved a loan of up
to $1.4 billion from Rogers Wireless to RCI. RCI intends to use the
$1.4 billion proceeds from the loan, together with $350 million from
cash on hand, to permanently repay the $1.75 billion bridge credit
facility incurred by RCI to a group of financial institutions in
connection with the acquisition of Rogers Wireless Class B Restricted
Voting shares from AT&T Wireless Services, Inc.
ITEM 5 FULL DESCRIPTION OF MATERIAL CHANGE
RCI and Rogers Wireless announced that the board of directors of
Rogers Wireless has approved a loan of up to $1.4 billion from Rogers
Wireless to RCI. RCI intends to use the $1.4 billion proceeds from
the loan, together with $350 million from cash on hand, to
permanently repay the $1.75 billion bridge credit facility incurred
by RCI to a group of financial institutions in connection with the
acquisition of Rogers Wireless Class B Restricted Voting shares from
AT&T Wireless Services, Inc. The interest rates payable by RCI
pursuant to the loan will be the same interest rates as would have
been payable by it pursuant to the bridge credit facility.
The board of directors of RCI has approved the borrowing from Rogers
Wireless.
A special committee of independent directors of Rogers Wireless
concluded that making the loan to RCI is in the best interests of
Rogers Wireless and recommended that the board of directors of Rogers
Wireless approve the making of the loan. The board of directors of
RWCI approved the making of the loan with directors of Rogers
Wireless who are also directors or senior officers of RCI disclosing
their interest in such capacities and not voting on the resolution to
approve the loan. Independent legal counsel advised the special
committee with respect to its consideration of the loan.
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The loan constitutes a related party transaction under Ontario
Securities Commission Rule 61-501 and under Policy Q-27 of the
Autorite des marches financiers (the "related party rules"). The loan
transaction is exempt from the requirements under the related party
rules to obtain minority shareholder approval and to have a formal
valuation prepared because the principal amount of the loan does not
exceed 25% of Rogers Wireless' market capitalization (as determined
in accordance with the related party rules). Rogers Wireless' market
capitalization for this purpose is approximately $6.9 billion.
The loan is to be advanced by Rogers Wireless to RCI on December 31,
2004. The loan is being advanced on that date in order to reflect the
loan prior to the end of the 2004 financial years of Rogers Wireless
and RCI. The loan is being made by Rogers Wireless from cash on hand
resulting from a return of capital from Rogers Wireless Inc., a
wholly-owned subsidiary (which recently completed a private placement
of notes in an aggregate principal amount of approximately US $2.356
billion). The making of the loan will not adversely affect the
on-going business of Rogers Wireless.
For further details with respect to the loan see the news release
attached as Schedule A.
This material change report is being filed so that it can be
incorporated by reference into the take-over bid circular of RCI
dated November 24, 2004 relating to its offer to acquire all of the
outstanding Rogers Wireless Class B Restricted Voting shares held by
the public. Rogers Wireless will send a copy of this material change
report to any securityholder of Rogers Wireless upon request and
without charge.
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
December 17, 2004
SCHEDULE A
ROGERS WIRELESS TO LOAN $1.4 BILLION TO ROGERS COMMUNICATIONS INC.
TORONTO, Dec. 17 /CNW/ - Rogers Wireless Communications Inc. ("Rogers
Wireless") and Rogers Communications Inc. ("RCI") announced today that the
board of directors of Rogers Wireless has approved a loan of up to $1.4
billion from Rogers Wireless to RCI. The loan will be made by Rogers Wireless
from cash on hand resulting from a return of capital from Rogers Wireless
Inc., a wholly-owned subsidiary (which recently completed a private placement
of notes in an aggregate principal amount of approximately US $2.356 billion).
RCI intends to use the $1.4 billion proceeds from the loan, together with $350
million from cash on hand, to permanently repay the $1.75 billion bridge
credit facility referred to below.
A special committee of independent directors of Rogers Wireless concluded that
making this loan to RCI is in the best interests of Rogers Wireless and
recommended that the board of directors of Rogers Wireless approve the making
of the loan.
The loan to RCI will be advanced on December 31, 2004 and will mature on
October 16, 2006. The loan must be repaid in whole or in part before the
maturity date in certain circumstances including from the proceeds of any
shareholder distributions by Rogers Wireless to RCI or to its wholly-owned
subsidiary, RWCI Acquisition Inc. The loan will be secured by a pledge of
shares of Rogers Cable Inc. and of shares of RWCI Acquisition Inc. which holds
48,594,172 Rogers Wireless Class B Restricted Voting shares.
Rogers Wireless has previously publicly disclosed that it was reviewing the
various methods of transferring $1.75 billion to its shareholders, so that RCI
would have adequate funds to repay its $1.75 billion bridge credit facility
incurred to a group of financial institutions in connection with its
acquisition of Rogers Wireless Class B Restricted Voting shares from AT&T
Wireless Services, Inc. Rogers Wireless stated at the time that a
determination of the method of such a distribution, including the timing
thereof, would not take place until following completion by RCI of its offer
to acquire all of the outstanding Rogers Wireless Class B Restricted Voting
shares held by the public. RCI's offer is currently scheduled to expire on
December 30, 2004. Rogers Wireless is continuing to review the various methods
of effecting such a distribution.
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 Annual
Information Forms filed with the applicable Canadian securities regulatory
authorities and the U.S. Securities and Exchange Commission.
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About the Companies:
Rogers Communications Inc. (TSX: RCI; NYSE: RG) is a diversified Canadian
communications and media company. It is engaged in cable television,
high-speed Internet access and video retailing through Canada's largest cable
television provider, Rogers Cable Inc.; in wireless voice and data
communications services through Rogers Wireless Communications Inc., Canada's
largest wireless provider and the country's only provider operating on the
GSM/GPRS world standard technology platform; and in radio, television
broadcasting, televised shopping and publishing businesses through Rogers
Media Inc. For further information about the Rogers group of companies, please
visit www.rogers.com.
Rogers Wireless Communications Inc. (TSX: RCM; 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/EDGE network, the world standard for wireless communications
technology. Following its November 2004 acquisition of Microcell
Telecommunications, Rogers Wireless has 5.5 million wireless customers and
offices in Canadian cities across the country. Rogers Wireless is
approximately 89% owned by Rogers Communications Inc.
%SEDAR: 00003765EF
For further information: (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;
Archived images on this organization are available through CNW E-Pix at
http://www.newswire.ca. Images are free to members of The Canadian Press/