MATERIAL CHANGE REPORT UNDER
SECTION 85 OF THE SECURITIES ACT (BRITISH COLUMBIA)
SECTION 146 OF THE SECURITIES ACT (ALBERTA)
SECTION 84 OF THE SECURITIES ACT (SASKATCHEWAN)
SECTION 75 OF THE SECURITIES ACT (ONTARIO)
SECTION 81 OF THE SECURITIES ACT (NOVA SCOTIA)
SECTION 76 OF THE SECURITIES ACT, 1990 (NEWFOUNDLAND)
ITEM 1. REPORTING ISSUER
Royal Group Technologies Limited (the "Company")
1 Royal Gate Boulevard
Vaughan, Ontario
L4L 8Z7
ITEM 2. DATE OF MATERIAL CHANGE
The date of the material change herein reported is December 12, 2003.
ITEM 3. PRESS RELEASE
A press release disclosing the material change was issued on December
12, 2003 in Toronto, Ontario and disseminated across Canada by CCN
Matthews.
ITEM 4. SUMMARY OF MATERIAL CHANGE
On December 12, 2003, the Company announced that it intends to change
its fiscal year end from September 30th to December 31st. The
transition year shall consist of a fifteen-month period commencing
October 1, 2003 and concluding on December 31, 2004. As the Company's
business in building products tends to be conducted on a calendar
basis and the Company is increasing its focus on sales and marketing
activities, a change of its fiscal year end to December 31st will be
more consistent with its sales planning and business reporting
activities and programs.
Additionally, the Company shall no longer separately report the sales
relating to its Royal Building Systems and Foreign Operations.
Instead, it shall include the sales of its various building products
in the Company's respective product categories. Similarly, the Company
shall include the sales of Housewares and Furniture with sales of
Window Coverings or Outdoor Products, as appropriate, for reporting
purposes. The changes shall be effected for the next reporting date,
being the quarter ending December 31, 2003.
FULL DESCRIPTION OF MATERIAL CHANGE
Please see the press release attached hereto as Schedule "A".
ITEM 6. CONFIDENTIAL REPORT
Not applicable.
ITEM 7. OMITTED INFORMATION
No significant facts have been omitted from this report.
ITEM 8. SENIOR OFFICER
For further information, please contact:
Mark Badger
Vice President, Corporate Communications
Tel: (905) 264-0701
Fax: (905) 264-0702
ITEM 9. STATEMENT OF SENIOR OFFICER
The foregoing accurately discloses the material change referred to
herein.
DATED this 18th day of December, 2003 at Vaughan, Ontario.
ROYAL GROUP TECHNOLOGIES LIMITED
Per: /s/ Scott D. Bates
------------------------------
Scott D. Bates
General Counsel and
Corporate Secretary
SCHEDULE "A"
NEWS RELEASE TRANSMITTED BY CCNMatthews
[ROYAL GROUP LOGO]
FOR: ROYAL GROUP TECHNOLOGIES LIMITED
TSX, NYSE SYMBOL: RYG
DECEMBER 12, 2003 - 12:51 ET
ROYAL GROUP ANNOUNCES FISCAL YEAR END CHANGE TO DECEMBER 31
TORONTO, ONTARIO - Royal Group Technologies Limited (RYG: TSX, NYSE) announced
today that the Company intends to change its fiscal year end from September
30th, to December 31st. The transition year shall be a fifteen-month period,
commencing October 1, 2003 and concluding on December 31, 2004.
The business of the Company in building products, both in the renovation and
remodeling market, as well as the new construction market, in North America,
tends to be conducted on a calendar basis. As the Company increases its focus on
sales and marketing activities, a change of its fiscal year end to December 31st
will be more consistent with its sales planning and business reporting
activities and programs.
Additionally, the Company shall no longer separately report the sales relating
to its RBS and Foreign Operations. Instead, it shall include the sales of its
various building products in Royal's respective product categories. Geographical
sales data will continue to be reported as in the past. Similarly, the Company
shall include the sales of Housewares and Furniture with sales of Window
Coverings or Outdoor Products, as appropriate, for reporting purposes. The
changes shall be effected for the next reporting date, being the quarter ending
December 31, 2003.
To summarize, the categories of sales that will be reported by Royal Group for
its Product Segment going forward will be as follows:
o Custom Profiles (Primarily Windows, Doors and Mouldings)
o Exterior Claddings (Siding, Roofing and Related Products)
o Outdoor Products/RBS (Fencing, Decking, Railings, Patio Furniture,
Sheds, Royal Building Systems)
o Home Furnishings (Window Coverings, Housewares)
o Pipe/Fittings/Other Construction
Royal Group Technologies Limited is a manufacturer of innovative, polymer-based
building products, serving the home improvement, consumer and construction
sectors of the market. The company has extensive vertical integration, with
operations dedicated to provision of materials, machinery, tooling, real estate
and distribution services to its plants producing finished products. Royal's
manufacturing facilities are primarily located throughout North America, with
international operations in South America, Europe and Asia. 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", "continue", "believe",
"anticipate", "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 actual performance, achievements and
financial results to differ materially from those contemplated by the
forward-looking statements. These risks and uncertainties include fluctuations
in the level of renovation, remodeling and construction activity; changes in
product costs and pricing; an inability to achieve or delays in achieving
savings related to the cost reductions or revenues related to sales price
increases; the sufficiency of our restructuring activities, including the
potential for higher actual costs to be incurred in connection with
restructuring activities compared to the estimated costs of such actions; the
ability to recruit and retain qualified employees; the level of outstanding debt
and our current debt ratings; the ability to meet the financial covenants in our
credit facilities; changes in 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 litigation and administrative and intellectual
property disputes; changes in environmental 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 December 12, 2003 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.
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FOR FURTHER INFORMATION PLEASE CONTACT:
Royal Group Technologies Limited
Mark Badger
Vice President, Corporate Communications
(905) 264-0701
(905) 264-0702 (FAX)