As
filed with the Securities and Exchange Commission on November 8,
2007
Registration
No. 333-147078
UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 20549
AMENDMENT
NO. 1
TO
FORM
F-9
REGISTRATION
STATEMENT UNDER THE SECURITIES ACT OF 1933
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Rogers
Cable Communications Inc.
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Rogers
Communications Inc.
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Rogers
Wireless Partnership
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(Exact
name of Registrant as specified in its charter)
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Ontario
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British
Columbia
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Ontario
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(Province
or other jurisdiction of incorporation or organization)
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4841
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4841
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4812
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(Primary
Standard Industrial Classification Code Number)
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Not
Applicable
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(I.R.S.
Employer Identification Number)
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333
Bloor Street East, 10th Floor
Toronto,
Ontario M4W 1G9
(416)
935-7777
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(Address
and telephone number of Registrant’s principal executive offices)
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CT
Corporation System
111
Eighth Avenue, 13th Floor
New
York, New York 10011
(212)
894-8400
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(Name,
address, and telephone number of agent for service in the United
States)
Copies to:
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Erik
R. Tavzel, Esq.
Cravath,
Swaine & Moore LLP
Worldwide
Plaza
825
Eighth Avenue
New
York, NY 10019-7475
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D.
Shawn McReynolds, Esq.
Davies
Ward Phillips & Vineberg LLP
44th
Floor
1
First Canadian Place
Toronto,
Ontario M5X 1B1
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Approximate
date of commencement of proposed sale of the securities to the
public:
From
time
to time after the effective date of this registration statement.
Province
of Ontario, Canada
(Principal
jurisdiction regulating this offering)
It
is
proposed that this filing shall become effective (check appropriate
box):
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A.
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upon
filing with the Commission, pursuant to Rule 467(a) (if in connection
with
an offering being made contemporaneously in the United States and
Canada).
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B.
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ý
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at
some future date (check appropriate box below):
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1.
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¨
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pursuant
to Rule 467(b) on
at (designate a time not sooner
than 7 calendar days after filing).
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2.
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¨
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pursuant
to Rule 467(b) on
at (designate a time 7 calendar
days or sooner after filing) because the securities regulatory authority
in the review jurisdiction has issued a receipt or notification of
clearance on .
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3.
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ý
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pursuant
to Rule 467(b) as soon as practicable after notification of the Commission
by the Registrant or the Canadian securities regulatory authority
of the
review jurisdiction that a receipt or notification of clearance has
been
issued with respect hereto.
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4.
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¨
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after
the filing of the next amendment to this form (if preliminary material
is
being filed).
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If
any of the securities being
registered on this form are to be offered on a delayed or continuous basis
pursuant to the home jurisdiction’s shelf prospectus offering procedures, check
the following box: ý
The
Registrants hereby amend this
registration statement on such date or dates as may be necessary to delay
its
effective date until the registration statement shall become effective
as
provided in Rule 467 under the Securities Act of 1933, as amended, or
on such
date as the Commission, acting pursuant to Section 8(a) of the Act, may
determine.
INFORMATION
REQUIRED TO BE DELIVERED
TO
OFFEREES OR PURCHASERS
I-1
SHORT
FORM BASE SHELF PROSPECTUS
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New
Issue
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November
8, 2007
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ROGERS
COMMUNICATIONS INC.
US$2,000,000,000
Debt
Securities
We
may offer from time to time, during
the 25 month period that this prospectus, including any amendments hereto,
remains effective, debt securities in an aggregate amount not to exceed
US$2,000,000,000 (or its equivalent in any other currency used to denominate
the
debt securities at the time of offering). These debt securities may
consist of debentures, notes or other types of debt and may be issuable in
one
or more series. The basis for calculating the dollar value of debt
securities distributed under this prospectus will be the aggregate principal
amount of debt securities that we issue except in the case of any debt
securities that are issued at an original issue discount, the dollar value
of
which will be calculated on the basis of the gross proceeds that we
receive.
NEITHER
THE SECURITIES AND EXCHANGE
COMMISSION NOR ANY STATE OR PROVINCIAL SECURITIES REGULATOR HAS APPROVED
OR
DISAPPROVED OF THESE SECURITIES OR DETERMINED IF THIS PROSPECTUS IS TRUTHFUL
OR
COMPLETE. ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL
OFFENSE.
Under
the multijurisdictional
disclosure system adopted by the U.S. Securities and Exchange Commission,
we are
permitted to prepare this prospectus in accordance with Canadian disclosure
requirements, which are different from those of the United States. We prepare
our financial statements in accordance with Canadian generally accepted
accounting principles, and are subject to Canadian auditing and auditor
independence standards. They may not be comparable to financial
statements of U.S. companies.
Owning
the debt securities may subject
you to tax consequences both in the United States and Canada. You should
read
the tax discussion, if any, in any applicable prospectus
supplement. This prospectus or any applicable prospectus supplement
may not describe tax considerations that may be relevant to
you.
Your
ability to enforce civil
liabilities under the U.S. federal securities laws may be affected adversely
because we are organized under the laws of British Columbia, Canada, most
of our
directors, substantially all of our officers and most of the experts named
in
this prospectus are Canadian residents, and substantially all of our assets
are
located outside the United States.
The
debt securities offered hereby have
not been qualified for sale under the securities laws of any province or
territory of Canada (other than the Province of Ontario) and, unless otherwise
provided in the prospectus supplement relating to a particular issue of debt
securities, will not be offered or sold, directly or indirectly, in Canada
or to
any resident of Canada except in the Province of Ontario.
The
debt securities may be offered
separately or together, in amounts, at prices and on terms to be determined
based on market conditions and other factors. We will provide the
specific terms of any debt securities we offer in one or more prospectus
supplements which will accompany this prospectus. You should read
this prospectus and any applicable prospectus supplement carefully before
you
invest. This prospectus may not be used to offer debt securities
unless accompanied by a prospectus supplement.
We
may sell debt securities to or
through underwriters or dealers purchasing as principals, and may also sell
debt
securities to one or more purchasers directly or through agents. The prospectus
supplement relating to a particular issue of debt securities will identify
each
underwriter, dealer or agent engaged by us in connection with the offering
and
sale of that issue, and will set forth the terms of the offering of such
issue,
including, to the extent applicable, the proceeds to be received by us and
any
fees payable to underwriters, dealers or agents. In connection with
any offering of debt securities, the underwriters or agents may over-allot
or
effect transactions which stabilize or maintain the market price of the debt
securities offered at a level above that which might otherwise prevail in
the
open market. Such transactions, if commenced, may be discontinued at any
time.
See "Plan of Distribution".
Unless
otherwise specified in the
applicable prospectus supplement, each issue of debt securities will be a
new
issue of debt securities with no established trading market. The debt securities
may be sold from time to time in one or more transactions at a fixed price
or
prices or at non-fixed prices. If offered on a non-fixed price basis, debt
securities may be offered at market prices prevailing at the time of sale,
at
prices related to such prevailing market prices or at prices to be negotiated
with purchasers. The price at which the debt securities will be
offered and sold may vary as between purchasers during the distribution
period.
Our
head office is located at 333 Bloor
Street East, 10th Floor,
Toronto,
Ontario, M4W 1G9 and our registered office is located at 1075 W. Georgia
Street,
Suite 2100, Vancouver, British Columbia, V6E 3G2.
Page
You
should rely only on the information
contained in or incorporated by reference into this prospectus or any applicable
prospectus supplement and on other information included in the registration
statement of which this prospectus forms a part. References to this
"prospectus" include documents incorporated by reference herein. We have
not
authorized anyone to provide you with information that is
different. The information in or incorporated by reference into this
prospectus is current only as of the date of the applicable prospectus
supplement. We are not making an offer of these debt securities in
any jurisdiction where the offer is not permitted by law.
Except
as set forth under "Description
of Debt Securities" or unless the context otherwise requires, in this prospectus
(excluding the documents incorporated by reference herein) the terms "RCI",
"Company", "we", "us" and "our" refer to Rogers Communications Inc. and its
subsidiaries, references to Canadian dollars, "Cdn$" and "$" are to the currency
of Canada and references to U.S. dollars or "US$" are to the currency of
the
United States. Our consolidated financial statements have been
prepared in accordance with generally accepted accounting principles in Canada
("Canadian GAAP") and are stated in Canadian dollars.
All
information permitted under
applicable laws to be omitted from this prospectus will be contained in one
or
more prospectus supplements that will be delivered to purchasers together
with
this prospectus. Each prospectus supplement will be incorporated by reference
into this prospectus for the purposes of securities legislation as of the
date
of the prospectus supplement and only for the purposes of the distribution
of
those debt securities to which the prospectus supplement pertains.
The
following documents filed by us
with the Ontario Securities Commission under the
Securities Act (Ontario) and filed with or furnished to the
U.S.
Securities and Exchange Commission (the "SEC") under the United States
Securities Exchange Act of 1934, as amended, are specifically
incorporated by reference into, and form an integral part of, this
prospectus:
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1.
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our
annual information form for the year ended December 31, 2006, dated
March
28, 2007;
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2.
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our
audited consolidated financial statements as at and for the years
ended
December 31, 2006 and 2005, together with the report of the auditors'
thereon, and management's discussion and analysis in respect of
those
statements;
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3.
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our
management information circular dated April 13, 2007 in connection
with
our annual and special meeting of shareholders held on May 28,
2007;
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4.
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our
unaudited consolidated financial statements as at September 30,
2007 and
for the three and nine months ended September 30, 2007 and 2006
and
management's discussion and analysis in respect of those statements;
and
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5.
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our
material change report filed May 18, 2007 relating to the release
of
security on certain debt obligations of our then wholly-owned
subsidiaries, Rogers Cable Inc. and Rogers Wireless Inc., on or
about June
28, 2007, our plan to amalgamate with those subsidiaries on or
about July
1, 2007 and to cancel and replace existing bank credit facilities,
and the
redemption of certain debentures of Rogers Wireless
Inc.
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Any
documents of the types referred to
above and any material change reports (excluding confidential material change
reports), business acquisition reports and updated earnings coverage ratio
information filed by us with the Ontario Securities Commission after the
date of
this short form prospectus and prior to 25 months from the date hereof shall
be
deemed to be incorporated by reference into this prospectus. In
addition, any such documents which are filed with or furnished
to the SEC by us in our periodic reports on Form 6-K or
annual report on Form 40-F after the date of this prospectus shall be deemed
to
be incorporated by reference into this prospectus and the registration statement
of which this prospectus forms a part if and to the extent expressly provided
in
such report.
Any
statement contained in a document
incorporated or deemed to be incorporated by reference herein shall be deemed
to
be modified or superseded for the purposes of this prospectus to the extent
that
a statement contained herein, or in any other subsequently filed document
which
also is or is deemed to be incorporated by reference herein, modifies or
supersedes that statement. The modifying or superseding statement
need not state that it has modified or superseded a prior statement or include
any other information set forth in the document that it modifies or
supersedes. The making of a modifying or superseding statement shall
not be deemed an admission for any purposes that the modified or superseded
statement, when made, constituted a misrepresentation, an untrue statement
of a
material fact or an omission to state a material fact that is required to
be
stated or that is necessary to make a statement not misleading in light of
the
circumstances in which it was made. Any statement so modified or
superseded shall not constitute a part of this prospectus except as so modified
or superseded.
Upon
a new annual information form and
the related annual audited comparative financial statements and accompanying
management's discussion and analysis being filed with, and where required,
accepted by, the Ontario Securities Commission during the currency of this
prospectus, the previous annual information form, the previous annual audited
comparative financial statements and accompanying management's discussion
and
analysis and all interim financial statements and accompanying management's
discussion and analysis, material change reports, information circulars and
business acquisition reports filed prior to the commencement of the then
current
fiscal year will be deemed no longer to be incorporated into this prospectus
for
purposes of future offers and sales of debt securities hereunder. Upon interim
financial statements and accompanying management's discussion and analysis
being
filed by us with, and where required, accepted by, the Ontario Securities
Commission during the currency of this prospectus, all interim financial
statements and accompanying management's discussion and analysis filed prior
to
the new interim consolidated financial statements shall be deemed no longer
to
be incorporated into this prospectus for purposes of future offers and sales
of
debt securities hereunder.
A
prospectus supplement containing the
specific terms of an offering of the debt securities and updated disclosure
of
earnings coverage ratios, if applicable, will be delivered to purchasers
of such
debt securities together with this prospectus and will be deemed to be
incorporated into this prospectus as of the date of such prospectus supplement
but only for purposes of the offering of debt securities covered by that
prospectus supplement.
Information
has been
incorporated by reference in this prospectus from documents filed with the
Ontario Securities Commission. Copies of the documents
incorporated herein by reference may be obtained on request without charge
from
the Corporate Secretary, Rogers Communications Inc., 333 Bloor Street East,
10th
Floor, Toronto, Ontario, M4W 1G9, Tel: 416-935-7777. Copies of
documents that we have filed with the Ontario Securities Commission may also
be
obtained over the Internet at the Canadian Securities Administrators' website
at
www.sedar.com.
We
have filed with the SEC under the
United States Securities Act of 1933, as amended (the "U.S. Securities
Act"), a registration statement on Form F-9 relating to the debt securities
and
of which this prospectus forms a part. This prospectus does not contain all
of
the information contained in the registration statement, to which reference
is
made for further information.
In
addition to our continuous
disclosure obligations under the securities laws of the provinces of Canada,
we
are subject to the informational requirements of the United States
Securities Exchange Act of 1934, as amended, and, in accordance
therewith, file or furnish reports and other information with or to the SEC.
Our
recent SEC filings may be obtained over the Internet at the SEC's website
at
www.sec.gov. You may also read and copy any document we file or
furnish with or to the SEC at the public reference facilities maintained
by the
SEC at 100 F Street N.E., Washington, D.C. 20549. Please call
1-800-SEC-0330 for further information on the operations of the public reference
facilities and copying charges. Copies of reports and other
information concerning us may be inspected at the offices of the New York
Stock
Exchange, 20 Broad Street, New York, New York 10005.
This
prospectus (including the
documents incorporated by reference herein) includes "forward-looking
information", within the meaning of applicable Canadian securities laws,
and
"forward-looking statements", within the meaning of the United States
Private Securities Litigation Reform Act of 1995 (collectively referred
to herein as "forward-looking information" or "forward-looking statements"),
concerning, among other things, the future performance of our business,
operations and financial performance and condition. This
forward-looking information includes, but is not limited to, statements with
respect to our objectives and strategies to achieve those objectives, as
well as
statements with respect to our beliefs, plans, expectations, anticipations,
estimates or intentions. This forward-looking information also
includes, but is not limited to, guidance relating to revenue, operating
profit,
property, plant and equipment expenditures, free cash flow, expected growth
in
subscribers, the deployment of new services, integration costs, and all other
statements that are not historical facts. The words "could",
"expect", "may", "anticipate", "assume", "believe", "intend", "estimate",
"plan", "project", "guidance" and similar expressions are intended to identify
statements containing forward-looking information, although not all statements
containing forward-looking information include such
words. Forward-looking information is based on current expectations
and various factors and assumptions applied which we believe to be reasonable
at
the time applied, including, but not limited to, general economic and industry
growth rates, currency exchange rates, product and service pricing levels
and
competitive intensity, subscriber growth and usage rates, technology deployment,
content and equipment costs, the integration of acquisitions, and industry
structure and stability.
We
caution that all forward-looking
information is inherently uncertain and actual results may differ materially
from the assumptions, estimates or expectations reflected or contained in
the
forward-looking information. A number of risk factors could cause our
future, actual results and performance to differ materially from those in
the
forward-looking information, including, but not limited to:
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economic
conditions,
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technological
change,
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the
integration of acquisitions,
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the
failure to achieve anticipated results from synergy
initiatives,
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unanticipated
changes in content or equipment
costs,
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changing
conditions in the entertainment, information and communications
industries,
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regulatory
changes, and
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changes
in law, litigation, tax matters, employee relations,
pension issues and
the level of competitive intensity amongst major
competitors.
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Many
of
these risks are beyond our control. Therefore, should one or more of
these risks materialize, or should assumptions underlying the forward-looking
information prove incorrect, our actual results and performance may vary
significantly from what we currently foresee. Accordingly, we warn investors
to
exercise caution when considering any statements herein containing
forward-looking information and to not place undue reliance on such statements
and underlying assumptions. We are under no obligation (and expressly
disclaim any such obligation) to update or alter statements containing
forward-looking information whether as a result of new information, future
events or otherwise, except as required by law. Before making any
investment decision in respect of the debt securities, see the risk factors
incorporated by reference into this prospectus as described under "Risk Factors"
for a more detailed discussion of factors that may affect our actual results
and
performance.
We
are a diversified public Canadian
communications and media company. We are engaged in wireless voice and data
communications services through Rogers Wireless, Canada's largest wireless
provider and the operator of the country's only Global System for Mobile
Communications, or GSM, based network. Rogers Cable and Telecom is
Canada's largest cable television provider, offering cable television,
high-speed Internet access, residential telephony services and video retailing,
while its Rogers Business Solutions division is a national provider of voice
communications services, data networking and broadband Internet connectivity
to
small, medium and large businesses. Rogers Media Inc. ("Rogers
Media") is engaged in radio and television broadcasting, televised shopping,
magazines and trade publications and sports entertainment. Our shares
are publicly traded on the Toronto Stock Exchange (RCI.A and RCI.B) and on
the
New York Stock Exchange (RCI).
On
June 29, 2007, each of Rogers Cable
Inc.'s ("Cable") $1 billion bank credit facility, Rogers Wireless Inc.'s
("Wireless") $700 million bank credit facility and Rogers Media's $600 million
bank credit facility were permanently repaid and cancelled and RCI entered
into
a new unsecured bank credit facility which provides RCI with up to $2.4 billion
from a consortium of Canadian financial institutions.
On
July 1, 2007, RCI amalgamated with
certain of its wholly-owned subsidiaries, including Cable and
Wireless. The amalgamated entity continues as RCI and Cable and
Wireless are no longer separate corporate entities and have ceased to be
reporting issuers. This amalgamation does not impact the consolidated
results previously reported by RCI and the operating subsidiaries of Cable
and
Wireless are not part of and are not impacted by the amalgamation.
As
a result of the amalgamation, on
July 1, 2007, RCI assumed all of the rights and obligations under all of
the
outstanding Cable and Wireless public debt indentures and cross-currency
interest rate exchange agreements. As part of the amalgamation
process, on June 29, 2007, Cable and Wireless released all security provided
by
bonds issued under the Cable deed of trust and the Wireless deed of trust
for
all of the then outstanding Cable and Wireless senior public debt and
cross-currency interest rate exchange agreements. As a result, none
of the senior public debt or cross-currency interest rate exchange agreements
remain secured by such bonds effective as of June 29, 2007.
As
a result of these actions, the
outstanding public debt and cross-currency interest rate exchange agreements
and
the new $2.4 billion bank credit facility are now the obligations of RCI
on an
unsecured basis. The RCI public debt originally issued by Cable has
Rogers Cable Communications Inc. ("RCCI") as a co-obligor and Rogers Wireless
Partnership ("RWP") as an unsecured guarantor while the RCI public debt
originally issued by Wireless has RWP as a co-obligor and RCCI as an unsecured
guarantor. Similarly, RCCI and RWP have provided unsecured guarantees
for the new bank credit facility and the cross-currency interest rate exchange
agreements. Accordingly, RCI's bank debt, senior public debt and
cross-currency interest rate exchange agreements now rank pari passu on an
unsecured basis. Our subordinated public debt remains subordinated to
our senior debt.
Further
details in respect of these
transactions are contained in our unaudited consolidated financial statements
as
at September 30, 2007 and for the three and nine months ended September 30,
2007
and 2006 and the associated management's discussion and analysis.
There
have been no material changes in
our share and loan capital, on a consolidated basis, from September 30, 2007
to
the date of this prospectus.
Any
net proceeds that we expect to
receive from the issue of debt securities will be set forth in a prospectus
supplement. Unless otherwise specified in the applicable prospectus
supplement, the net proceeds of an offering will be used for any one or more
of
debt repayment, working capital, acquisitions or other general corporate
purposes. We may, from time to time, incur additional debt other than
through the issue of debt securities pursuant to this prospectus.
We
may offer and sell debt securities
to or through underwriters or dealers purchasing as principals, and also
may
sell debt securities to one or more purchasers directly or through agents.
The
distribution of debt securities may be effected from time to time in one
or more
transactions at a fixed price or prices or at non-fixed prices. If offered
on a
non-fixed price basis, the debt securities may be offered at market prices
prevailing at the time of sale or at prices related to such prevailing market
prices or at prices to be negotiated with purchasers. The price at
which debt securities will be offered and sold may vary as between purchasers
during the distribution period.
The
prospectus supplement with respect
to any debt securities being offered will set forth the terms of the offering
of
those debt securities, including:
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the
name or names of any underwriters, dealers or other placement
agents,
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the
purchase price of, and form of consideration for, those debt securities
and the proceeds to us from such
sale,
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any
delayed delivery arrangements,
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any
underwriting discounts or commissions and other items constituting
underwriters' compensation,
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any
offering price (or the manner of determination thereof if offered
on a
non-fixed price basis),
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any
discounts, commissions or concessions allowed or reallowed or paid
to
dealers, and
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any
securities exchanges on which those debt securities may be
listed.
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Only
the underwriters named in a
prospectus supplement are deemed to be underwriters in connection with debt
securities offered by that prospectus supplement.
If
so indicated in the applicable
prospectus supplement, we may authorize dealers or other persons acting as
our
agents to solicit offers by certain institutions to purchase the offered
debt
securities directly from us pursuant to contracts providing for payment and
delivery on a future date. These contracts will be subject only to the
conditions set forth in the applicable prospectus supplement which will also
set
forth the commission payable for solicitation of these contracts.
The
debt securities offered hereby have
not been qualified for sale under the securities laws of any province or
territory of Canada (other than the Province of Ontario) and, unless otherwise
provided in the prospectus supplement relating to a particular issue of debt
securities, will not be offered or sold, directly or indirectly, in Canada
or to
any resident of Canada except in the Province of Ontario. The debt
securities may not be offered or sold, directly or indirectly, in Canada
or to
any resident of Canada in contravention of the securities laws of any province
or territory of Canada. Each underwriter, dealer or agent
participating in the distribution of debt securities will agree that it will
not, directly or indirectly, offer, sell or deliver any such debt securities
purchased by it in connection with that distribution in Canada or to any
resident of Canada in contravention of the securities laws of any province
or
territory of Canada.
Under
agreements that may be entered
into by us, underwriters, dealers and agents who participate in the distribution
of debt securities may be entitled to indemnification by us against certain
liabilities, including liabilities under the U.S. Securities Act, or to
contributions with respect to payments which such underwriters, dealers or
agents may be required to make in respect thereof. The underwriters, dealers
and
agents with whom we enter into agreements may be customers of, engage in
transactions with or perform services for us in the ordinary course of
business.
Unless
otherwise specified in the
applicable prospectus supplement, each issue of debt securities will be a
new
issue of debt securities with no established trading market and the debt
securities will not be listed on any securities exchange. In
connection with any offering of debt securities, the underwriters may over-allot
or effect transactions which stabilize or maintain the market price of the
debt
securities offered at a level above that which might otherwise prevail in
the
open market. Such transactions, if commenced, may be discontinued at
any time. Certain underwriters, dealers or agents may make a market
in the debt securities but will not be obligated to do so and may discontinue
any market making at any time without notice. No assurance can be given that
a
trading market in debt securities of any issue will develop or as to the
liquidity of any such trading market for debt securities.
We
may offer unsecured general
obligations or secured obligations, which may be senior (the "senior debt
securities") or subordinated (the "subordinated debt
securities"). The senior debt securities and the subordinated debt
securities are together referred to in this prospectus as the "debt
securities". Unless otherwise provided in a prospectus supplement,
the senior debt securities will have the same rank as all our other
unsubordinated debt. The subordinated debt securities may be senior
or junior to, or rank pari passu with, our other subordinated obligations
and
will be entitled to payment only after payment on our senior
indebtedness. Any debt securities we sell under this prospectus must
be, at the time of sale, investment grade securities, as defined in General
Instruction I.A to Form F-9, as promulgated from time to time by the SEC,
and
will not be convertible for a period of at least one year from the time of
sale.
The
senior debt securities and the
subordinated debt securities may be issued under an indenture between us
and The
Bank of New York, as trustee, as supplemented by one or more supplemental
indentures, a form of such indenture is attached as an exhibit to the
registration statement of which this prospectus forms a part. When we
issue debt securities, the terms and provisions that are particular to those
securities will be set forth in a supplemental indenture. When we
refer to the indenture in this prospectus in respect of a particular series of
debt securities, we are referring to the indenture, as supplemented by the
supplemental indenture applicable to such series. The following
summary is of certain provisions of the form of indenture and certain general
features of the debt securities and this summary does not purport to be complete
and is subject to, and is qualified in its entirety by reference to, all
the
provisions of the indenture and the provisions of the United States Trust
Indenture Act of 1939 (the "TIA"), as amended.
The
following description of the terms
of the debt securities sets forth certain general terms and
provisions. The particular terms of debt securities offered by any
prospectus supplement and the extent, if any, to which such general terms
and
provisions may apply to those debt securities will be described in the related
prospectus supplement. Accordingly, for a description of the terms of
a particular issue of debt securities, reference must be made to both the
related prospectus supplement and to the following
description. Prospective investors should rely on information in the
applicable prospectus supplement if it is different from the following
information. In this description, the words we, us, our, RCI and
Rogers Communications Inc. refer to Rogers Communications Inc. (or its
successors, if any, under the indenture) and not any of its
subsidiaries.
General
The
debt securities may be issued in
one or more series as may be authorized from time to time. Reference
is made to the applicable prospectus supplement for the particular terms
of the
debt securities being offered, including, where applicable:
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(a)
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the
title of that series,
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(b)
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any
limit on the amount that may be issued in respect of that
series,
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(c)
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whether
or not we will issue the series of debt securities in global form
and, if
so, who the depository will be,
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(d)
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the
maturity date,
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(e)
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whether
the debt securities are to be issued at an original issue discount
and/or
whether the debt securities are to be interest
bearing,
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(f)
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if
the debt securities are to be interest bearing, the annual interest
rate
or interest basis upon which the annual interest rate may be determined,
any credit spread or margin over such interest rate, which may
be fixed or
variable, or any other method for determining the interest rate
and the
date interest will begin to accrue, the dates interest will be
payable and
the regular record dates for interest payment dates or the method
for
determining such dates,
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(g)
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whether
or not the debt securities will be secured or unsecured, and the
terms of
any security provided,
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(h)
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any
guarantees, including the terms of any such
guarantees,
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(i)
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the
ranking of the debt securities of any series relative to our other
debt
and the terms of the subordination of any series of subordinated
debt
securities,
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(j)
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the
place where payments will be
payable,
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(k)
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our
right, if any, to defer payment of interest and the maximum length
of any
such deferral period,
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(l)
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the
date, if any, after which, and the price at which, we may, at our
option,
redeem the series of debt securities pursuant to any optional redemption
provisions,
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(m)
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the
date, if any, on which, and the price at which, we are obligated,
pursuant
to any mandatory sinking fund provisions or otherwise, to redeem
or, at
the holders' option, to purchase, the series of debt
securities,
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(n)
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whether
the applicable supplemental indenture will provide for any covenants
or
events of default in addition to, or that are different from, those
provided in the indenture,
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(o)
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the
price at which the debt securities will be issued or whether the
debt
securities will be issued on a non-fixed price
basis,
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(p)
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the
currency or currencies in which the debt securities are being sold
and in
which the principal of, and interest, premium or other amounts,
if any,
on, such debt securities will be
payable,
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(q)
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the
denominations in which we will issue the series of debt securities,
and
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(r)
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any
other specific material terms, preferences, rights or limitations
of, or
restrictions on, the series of debt
securities.
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Unless
otherwise provided in the
applicable prospectus supplement, any guarantee in respect of debt securities
would fully and unconditionally guarantee the payment of the principal of,
and
interest and premium, if any, on, such debt securities when such amounts
become
due and payable, whether at maturity thereof or by acceleration, notice of
redemption or otherwise. In addition, if there is more than one
guarantor for any debt securities, the guarantees would be joint and several
as
between the guarantors. We expect any guarantee provided in respect
of senior debt securities would constitute a senior, unsecured obligation
of the
applicable guarantor. Other debt securities that we may issue also
may be guaranteed and the terms of such guarantees (including any subordination)
would be described in the applicable prospectus supplement and set forth
the
applicable supplemental indenture. If any debt securities are to be
guaranteed, we expect that Rogers Cable Communications Inc., an Ontario
corporation ("RCCI"), and Rogers Wireless Partnership, an Ontario partnership
("RWP") would be the guarantors. RCCI and RWP are our wholly-owned
subsidiaries.
One
or more series of debt securities
may be sold at a discount below or premium above their stated principal amount,
bearing no interest or interest at a rate which at the time of issuance is
below
or above market rates. One or more series of debt securities may be
variable rate debt securities that may be exchanged for fixed rate debt
securities.
Debt
securities may be issued where the
amount of principal and/or interest payable is determined by reference to
one or
more currency exchange rates, commodity prices, equity indices, securities,
instruments, loans or other factors. Holders of such securities may
receive a principal amount or a payment of interest that is greater than
or less
than the amount of principal or interest otherwise payable on such dates,
depending upon the value of the applicable currencies, commodities, equity
indices, securities, instruments, loans or other factors. Information
as to the methods for determining the amount of principal or interest, if
any,
payable on any date, and the currencies, commodities, equity indices,
securities, instruments, loans or other factors to which the amount payable
on
such date is linked, will be set forth in the applicable prospectus
supplement.
The
term debt securities includes debt
securities denominated in Canadian dollars, U.S. dollars or, if specified
in the
applicable prospectus supplement, in any other freely transferable currency
or
units based on or relating to foreign currencies.
We
expect most debt securities to be
issued in fully registered form without coupons and in denominations of
Cdn$1,000 or US$1,000 and any integral multiple thereof. Subject to
the limitations provided in the indenture and except as otherwise provided
in
the applicable prospectus supplement, debt securities which are issued in
registered form may be transferred or exchanged at the office of the trustee
maintained in the Borough of Manhattan, The City of New York or the principal
corporate trust office of the trustee, without the payment of any service
charge, other than any tax or other governmental charge payable in connection
therewith.
Optional
Redemption
The
debt securities will be redeemable,
in whole or in part, at the option of RCI at any time at a redemption price
specified in the applicable prospectus supplement.
Notice
of any redemption will be given
at least 30 days but not more than 60 days before the redemption date to
each
holder of the debt securities to be redeemed.
Unless
RCI defaults in payment of the
redemption price, on and after the redemption date, interest will cease to
accrue on the debt securities or portions of the debt securities called for
redemption.
In
the case of a partial redemption of
debt securities, selection of debt securities from such series for redemption
will be made on a pro rata basis. If any debt security is redeemed in
part, the notice of redemption relating to such debt security shall state
the
portion of the principal amount thereof to be redeemed; provided that no
debt
security in an aggregate principal amount of Cdn$1,000 or US$1,000, as the
case
may be, or less shall be redeemed in part. A replacement debt
security in principal amount equal to the unredeemed portion thereof will
be
issued in the name of the holder thereof upon cancellation of the original
debt
security.
Redemption
Upon Changes in Withholding Taxes
Each
series of debt securities will
also be subject to redemption as a whole, but not in part, at the option
of RCI
at any time, on not less than 30 nor more than 60 days' prior written
notice, at 100% of the principal amount, together with accrued interest thereon
to the redemption date, in the event RCI has become or would become obligated
to
pay, on the next date on which any amount would be payable with respect to
such
series of debt securities, any Additional Amounts with respect to such series
of
debt securities as a result of a change in the laws (including any regulations
promulgated thereunder) or treaties of Canada (or any political subdivision
or
taxing authority thereof or therein), or any change in any official position
regarding the application or interpretation of such laws, regulations or
treaties, which change is announced or becomes effective on or after the
date of
issuance of such series. See the subsection entitled
"— Additional Amounts".
Certain
Covenants
The
indenture contains certain
covenants not described herein. To the extent any additional or
different covenants will apply to a particular series of debt securities,
this
will be set forth in the supplemental indenture relating to such series of
debt
securities and described in the applicable prospectus supplement.
Convertible
Debt Securities
The
prospectus supplement will
describe, if applicable, the terms on which the debt securities will be
convertible into equity of RCI. The prospectus supplement will
describe how the number of shares of RCI to be received would be calculated
and
the anti-dilution protections, if any. No debt securities will be
convertible for a period of at least one year from the time of
sale.
Certain
Definitions
Set
forth below is a summary of certain
of the defined terms used in the indenture. Reference is made to the
indenture for the full definition of all such terms.
"Affiliate"
means, with respect to any
specified Person, any other Person directly or indirectly controlling or
controlled by or under direct or indirect common control with such specified
Person. For the purposes of this definition, "control" when used with
respect to any specified Person means the power to direct the management
and
policies of such Person, directly or indirectly, whether through the ownership
of voting securities, by contract or otherwise; and the terms "controlling"
and
"controlled" have meanings correlative to the foregoing.
"Capital
Lease Obligation" means, with
respect to any Person, an obligation incurred or assumed in the ordinary
course
of business under or in connection with any capital lease of real or personal
property which, in accordance with GAAP, has been recorded as a capitalized
lease.
"Capital
Stock" means, with respect to
any Person, any and all shares, interests, participations or equivalents
(however designated) of such Person's capital stock whether now outstanding
or
issued after the date of the indenture, including, without limitation, all
common stock and preferred stock.
"Commission"
means the United States
Securities and Exchange Commission, as from time to time constituted, created
under the Exchange Act, or if at any time after the execution of the indenture
such Commission is not existing and performing the duties now assigned to
it
under the TIA, then the body performing such duties at such time.
"Debt"
means, with respect to any
Person, without duplication and (except as provided in clause (ii) below)
without regard to any interest component thereof (whether actual or imputed)
that is not yet due and payable:
(i) money
borrowed (including, without limitation, by way of overdraft) or indebtedness
represented by notes payable and drafts accepted representing extensions
of
credit;
(ii) the
face amount of any drafts of a corporation in Canadian dollars and accepted
by a
Canadian lender for discount in Canada;
(iii) all
obligations (whether or not with respect to the borrowing of money) which
are
evidenced by bonds, debentures, notes or other similar instruments or not
so
evidenced but which would be considered to be indebtedness for borrowed money
in
accordance with GAAP;
(iv) all
liabilities upon which interest charges are customarily paid by such
Person;
(v) shares
of Disqualified Stock not held by RCI or a wholly-owned Restricted
Subsidiary;
(vi) Capital
Lease Obligations and Purchase Money Obligations, determined in each case
in
accordance with GAAP; and
(vii) any
guarantee (other than by endorsement of negotiable instruments for collection
or
deposit in the ordinary course of business) in any manner of any part or
all of
an obligation included in clauses (i) through (vi) above;
provided
that "Debt" shall not include (A) trade payables and accrued liabilities
which
are current liabilities incurred in the ordinary course of business and,
(B)
except as otherwise expressly provided in the indenture, Inter-Company
Subordinated Debt.
"Default"
means, with respect to a
series of debt securities, any event that is, or after notice or passage
of time
or both would be, an Event of Default with respect to such series.
"Disqualified
Stock" means, for any
series of debt securities, any Capital Stock of RCI or any Restricted Subsidiary
which, by its terms (or by the terms of any security into which it is
convertible or for which it is exchangeable at the option of the holder)
or upon
the happening of any event, matures or is mandatorily redeemable, pursuant
to a
sinking fund obligation or otherwise, or is redeemable at the option of the
holder thereof, in whole or in part, on or prior to the maturity date of
the
applicable series of debt securities for cash or securities constituting
Debt. For purposes of this definition, the term "Debt" includes
Inter-Company Subordinated Debt.
"Exchange
Act" means the United States
Securities Exchange Act of 1934, as amended, and as in force at the date
as of
which the indenture is executed.
"Generally
Accepted Accounting
Principles" or "GAAP" means generally accepted accounting principles, in
effect
in Canada, as established by the Canadian Institute of Chartered Accountants
and
as applied from time to time by RCI in the preparation of its consolidated
financial statements.
"Government
Obligations" means direct
obligations of, or obligations of a Person the timely payment of which is
unconditionally guaranteed by, the government that issued any of the currencies
in which the applicable series of debt securities are payable, and that are
not
subject to prepayment, redemption or call at the option of the issuer thereof,
and shall also include a depository receipt issued by a bank (as defined
in
Section 3(a)(2) of the U.S. Securities Act), as custodian with respect to
any
such obligation or obligations or a specific payment of principal of or interest
on any account of the holder of such depository receipt, provided that (except
as required by law) such custodian is not authorized to make any deduction
from
the amount payable to the holder of such depository receipt from any amount
received by the custodian in respect of the Government Obligation or the
specific payment of principal of or interest on the Government Obligation
evidenced by such depository receipt.
"Inter-Company
Subordinated Debt"
means, for any series of debt securities, all indebtedness of RCI or any
of the
Restricted Subsidiaries (except from one to the other) for money borrowed
from
Rogers Entities and under which payments by RCI or such Restricted Subsidiary,
as the case may be, with respect thereto are subordinated to such debt
securities in the manner and to the extent set forth in Exhibit A to the
indenture and in respect of which the agreement or instrument evidencing
such
indebtedness contains or incorporates by reference provisions substantially
in
the form of Exhibit A to the indenture for the benefit of the trustee and
the
holders of such debt securities.
"Person"
means any individual,
corporation, partnership, joint venture, limited liability company, association,
joint-stock company, trust, unincorporated organization or government or
any
agency or political subdivision thereof, or any other entity.
"Purchase
Money Obligations" means,
with respect to any Person, obligations, other than Capital Lease Obligations,
incurred or assumed in the ordinary course of business in connection with
the
purchase of property to be used in the business of such Person.
"Restricted
Subsidiary" means any
Subsidiary of RCI other than an Unrestricted Subsidiary.
"Rogers
Entities" means RCI and its
Affiliates.
"Shareholders'
Equity" means the
aggregate amount of shareholders' equity (including but not limited to share
capital, contributed surplus and retained earnings) of RCI as shown on the
most
recent annual audited or quarterly unaudited consolidated balance sheet of
RCI
and computed in accordance with GAAP.
"Stated
Maturity" means, with respect
to any series of debt securities or any installment of interest thereon,
the
date specified in such series as the fixed date on which the principal of
such
series of debt securities or such installment of interest is due and
payable.
"Subsidiary"
means any firm,
partnership, corporation or other legal entity in which RCI, RCI and one
or more
Subsidiaries, or one or more Subsidiaries owns, directly or indirectly, a
majority of the Voting Shares or has, directly or indirectly, the right to
elect
a majority of the board of directors, if it is a corporation, or the right
to
make or control its management decisions, if it is some other
Person.
"Unrestricted
Subsidiary" means (i) any
Subsidiary of RCI that at the time of determination shall be designated an
Unrestricted Subsidiary in accordance with the provisions of the applicable
supplemental indenture and (ii) any Subsidiary of an Unrestricted
Subsidiary.
"Voting
Shares" means any Capital Stock
having voting power under ordinary circumstances to vote in the election
of a
majority of the directors of a corporation (irrespective of whether or not
at
the time stock of any other class or classes shall have or might have voting
power by reason of the happening of any contingency).
Provision
of Financial Information
RCI
shall supply without cost to each
holder of the debt securities, and file with the trustee within 30 days
after RCI is required to file the same with the Commission, copies of the
annual
reports and quarterly reports and of the information, documents and other
reports which RCI may be required to file with the Commission pursuant to
Section 13(a), 13(c) or 15(d) of the Exchange Act.
If
RCI is not required to file with the
Commission such reports and other information, unless otherwise indicated
in the
applicable prospectus supplement, RCI will furnish without cost to each holder
of the debt securities and file with the trustee (i) within 120 days
after the end of each fiscal year, its audited year-end financial statements
prepared in accordance with GAAP and substantially in the form prescribed
by
applicable Canadian regulatory authorities for Canadian public reporting
companies (whether or not RCI is a public reporting company at the time),
(ii) within 60 days after the end of each of the first three fiscal
quarters of each fiscal year, its interim unaudited financial statements
for
such fiscal quarter prepared in accordance with GAAP and substantially in
the
form prescribed by applicable Canadian regulatory authorities for Canadian
public reporting companies (whether or not RCI is a public reporting company
at
the time). RCI shall also make such reports available to prospective purchasers
of the debt securities, securities analysts and broker-dealers upon their
request.
Mergers,
Amalgamations and Sales of Assets by RCI
RCI
may not consolidate or amalgamate
with or merge with or into any other Person or convey, transfer, lease or
otherwise dispose of its properties and assets substantially as an entirety
to
any Person by liquidation, winding-up or otherwise (in one transaction or
a
series of related transactions) unless: (a) either (1) RCI shall be the
continuing corporation or (2) the Person (if other than RCI) formed by such
consolidation or amalgamation or into which RCI is merged or the Person which
acquires by conveyance, transfer, lease or other disposition the properties
and
assets of RCI substantially as an entirety (i) shall be a corporation, company,
partnership or trust organized and validly existing under (A) the federal
laws
of Canada or the laws of any Province thereof or (B) the laws of the United
States or any State thereof or the District of Columbia, and (ii) shall assume
by operation of law or expressly assume, by a supplemental indenture with
respect to all debt securities of each series outstanding under the indenture,
all of the obligations of RCI under such debt securities; and (b) immediately
after giving effect to such transaction (and, to the extent applicable to
any
additional covenants of a particular series of debt securities, treating
any
Debt which becomes an obligation of RCI or a Subsidiary in connection with
or as
a result of such transaction as having been incurred at the time of such
transaction), no Default or Event of Default shall have occurred and be
continuing.
In
the event of any transaction
described in and complying with the conditions listed in the immediately
preceding paragraph in which RCI is not the continuing corporation, the
successor or continuing Person formed or remaining will succeed to, and be
substituted for, and may exercise every right and power of, RCI under the
indenture, and thereafter RCI will, except in the case of a lease, be discharged
from all obligations and covenants under the indenture and the outstanding
debt
securities of each series.
Events
of Default
Unless
otherwise indicated in the
applicable prospectus supplement of a particular series of debt securities,
an
Event of Default will occur with respect to a series of debt securities pursuant
to the indenture if:
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(a)
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there
shall be a failure to pay when due the principal of (or any applicable
redemption price of) any of the debt securities of such series;
or
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(b)
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there
shall be a failure to pay any interest or any Additional Amounts
on any of
the debt securities of such series for 30 days after the date when
due;
or
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(c)
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RCI
or any Restricted Subsidiary shall fail to perform or observe any
other
covenant contained in the indenture or the supplemental indenture
applicable to such series of debt securities for a period of 60
days after
written notice of such failure shall have been given to RCI by
the trustee
or to RCI and the trustee by the holders of 25% or more in aggregate
principal amount of the outstanding debt securities of such series;
or
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(d)
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(i)
there shall have occurred one or more defaults of RCI or any Restricted
Subsidiary in the payment of the principal of or premium on any
indebtedness for money borrowed having an aggregate principal amount
in
excess of the greater of $100.0 million and 3.5% of Shareholders'
Equity,
when the same becomes due and payable at the Stated Maturity thereof,
and
such default or defaults shall continue after any applicable grace
period
and have not been cured or waived or (ii) there shall occur and
be
continuing any acceleration of the maturity of the principal amount
of any
indebtedness for money borrowed of RCI or any Restricted Subsidiary
having
an aggregate principal amount in excess of the greater of $100.0
million
and 3.5% of Shareholders' Equity and, in any case referred to in
the
foregoing clause (i),such Debt has not been paid or, in any case
referred
to in the foregoing clause (ii), such acceleration has not been
rescinded
or annulled, in each case within 10 days of such nonpayment or
acceleration; or
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(e)
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any
judgments or orders aggregating an amount in excess of the greater
of
$100.0 million and 3.5% of Shareholders' Equity rendered against
RCI or
any Restricted Subsidiary remain unsatisfied and unstayed for 60
consecutive days; or
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(f)
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certain
events of bankruptcy, insolvency or reorganization affecting RCI
or any
Restricted Subsidiary shall occur.
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If
an Event of Default specified in
clause (a) or (b) above shall occur and be continuing in respect of one or
more
series of debt securities, the trustee or the holders of not less than 25%
in
aggregate principal amount of the outstanding debt securities of an affected
series may declare the principal of all outstanding debt securities of such
series due and payable. If an Event of Default (other than an Event
of Default specified in clause (a), (b) or (f) above) shall occur and be
continuing in respect of one or more series of debt securities, the trustee
or
the holders of not less than 25% in aggregate principal amount of the
outstanding debt securities of all such affected series (considered as one
class) may declare the principal of all outstanding debt securities of each
such
series due and payable. If an Event of Default specified in clause
(f) above occurs and is continuing in respect of a series of debt securities,
then the principal of all outstanding debt securities of such series shall
become due and payable without any declaration or other act on the part of
the
trustee or any holder of such series.
At
any time after a declaration of
acceleration with respect to one or more series of debt securities has been
made, but before a judgment or decree for payment of the money due has been
obtained by the trustee, the holders of a majority in aggregate principal
amount
of the outstanding debt securities of such affected series (all considered
as
one class unless it is in respect of an Event of Default specified in clause
(a)
or (b) above, in which case each series so affected will be considered
separately by series), by written notice to RCI and the trustee, may, on
behalf
of the holders of all the debt securities of such individual series (in the
case
of an Event of Default under clause (a) or (b) above) or all such affected
series (in all other cases), waive any past Default or Event of Default and
rescind and annul such declaration of acceleration and its consequences if
(a)
RCI has paid or deposited, or caused to be paid or deposited, with the trustee
a
sum sufficient to pay (i) all sums paid or advanced by the trustee with respect
to such series of debt securities and the reasonable compensation, expenses,
disbursements and advances of the trustee, its agents and counsel, (ii) the
principal of, and interest, premium or other amounts, if any, on, any debt
securities of such series that have become due and payable otherwise than
by
such declaration of acceleration, and (iii) to the extent provided in the
applicable prospectus supplement and to the extent that payment of such interest
is lawful, interest upon overdue interest at the rate provided for such purpose
in the prospectus supplement for such series; and (b) all Events of Default,
other than the nonpayment of principal of, or interest, premium or other
amounts, if any, on, the debt securities of such series which have become
due
solely by such declaration of acceleration, have been cured or
waived.
The
indenture contains a provision
entitling the trustee to be funded and indemnified by the holders of debt
securities of the applicable series before proceeding to exercise any right
or
power under such indenture at the request or direction of such
holders. Subject to such provisions for funding and indemnification
of the Trustee and certain other limitations and conditions contained in
the
indenture, the indenture provides that the holders of a majority in aggregate
principal amount of outstanding debt securities of the applicable series
(or all
affected series, as applicable) may direct the time, method and place of
conducting any proceeding for any remedy available to the trustee or exercising
any trust or power conferred upon the trustee under the
indenture. The indenture provides that no holder of debt securities
of any series may pursue a remedy with respect to the indenture except under
certain circumstances where the trustee has failed to act.
During
the existence of an Event of
Default, the trustee is required to exercise such rights and powers vested
in it
under the indenture and use the same degree of care and skill in its exercise
as
a prudent person would exercise under the circumstances in the conduct of
such
person's own affairs.
RCI
will be required to furnish to the
trustee annually a statement as to any default by RCI in the performance
and
observance of its obligations under the indenture.
Defeasance
and Covenant Defeasance of Indenture
Unless
otherwise indicated in the
relevant prospectus supplement of a particular series of debt securities,
RCI
may, at its option, and at any time, elect to have the obligations of RCI
(and
any applicable guarantors) discharged with respect to all outstanding debt
securities or all outstanding debt securities of any series
("defeasance"). Such defeasance means that RCI (and any such
guarantors) shall be deemed to have paid and discharged the entire indebtedness
represented by the outstanding debt securities of such series and to have
satisfied its other obligations under the indenture, except for (i) the rights
of holders of outstanding debt securities of such series to receive payments
in
respect of the principal of (and premium, if any) and interest on such debt
securities when such payments are due, (ii) RCI's obligations under the
indenture with respect to such debt securities relating to the issuance of
temporary debt securities, the registration, transfer and exchange of debt
securities, the replacement of mutilated, destroyed, lost or stolen debt
securities, the payment of Additional Amounts, the maintenance of any office
or
agency for payments in respect of such debt securities, the holding of money
for
security payments in trust and statements as to compliance with such indenture,
(iii) RCI's obligations under the indenture in connection with the rights,
powers, trusts, duties and immunities of the trustee, (iv) the defeasance
provisions of the indenture and (v) RCI's right of redemption in the event
of
Additional Amounts becoming payable under certain circumstances. In
addition, RCI may, at its option and at any time, elect to be released from
its
obligations (and to release any applicable guarantors from their obligations)
with respect to certain covenants in respect of any series of debt securities
under the indenture (including those described under the subsection entitled
"—Provision of Financial Information") and any and all additional and different
covenants identified in the applicable prospectus supplement of such series
of
debt securities (unless otherwise indicated in such prospectus supplement)
("covenant defeasance") and any omission to comply with such obligations
shall
not constitute a Default or an Event of Default with respect to such series
of
debt securities. In the event covenant defeasance occurs in respect
of a series, the events (excluding failure to pay and bankruptcy and insolvency
events) described under the subsection entitled "—Events of Default", as well as
any additional and different Events of Default specified in the prospectus
supplement of such series, will no longer constitute Events of Default with
respect to the debt securities of such series.
In
order to exercise either defeasance
or covenant defeasance, (i) RCI must irrevocably deposit with the trustee,
in
trust, cash in the currency or currencies in which such debt securities are
payable, certain Government Obligations, or a combination thereof in such
amounts as will be sufficient, in the opinion of a nationally recognized
firm of
independent public accountants or chartered accountants, to pay the principal
of
(and premium, if any, on) and interest on the outstanding debt securities
of
such series on the Stated Maturity (or redemption date, if applicable) of
such
principal (and premium, if any) or installment of interest; (ii) in the case
of
defeasance, RCI shall have delivered to the trustee an opinion of counsel
in the
United States stating that (x) RCI has received from, or there has been
published by, the Internal Revenue Service a ruling or (y) since the date
of the
applicable supplemental indenture with respect to a series of debt securities,
there has been a change in the applicable U.S. federal income tax law, in
either
case to the effect that, and based thereon such opinion of counsel shall
confirm
that, the holders of the outstanding debt securities of such series will
not
recognize income, gain or loss for U.S. federal income tax purposes as a
result
of such defeasance and will be subject to U.S. federal income tax on the
same
amounts, in the same manner and at the same times as would have been the
case if
such defeasance had not occurred; (iii) in the case of covenant defeasance,
RCI
shall have delivered to the trustee an opinion of counsel in the United States
to the effect that the holders of the outstanding debt securities of such
series
will not recognize income, gains or loss for U.S. federal income tax purposes
as
a result of such covenant defeasance and will be subject to U.S. federal
income
tax on the same amounts, in the same manner and at the same times as would
have
been the case if such covenant defeasance had not occurred; (iv) in the case
of
defeasance or covenant defeasance, RCI shall have delivered to the trustee
an
opinion of counsel in Canada to the effect that holders of the outstanding
debt
securities of such series will not recognize income, gain or loss for Canadian
federal or provincial income tax or other tax (including withholding tax)
purposes as a result of such defeasance or covenant defeasance, as applicable,
and will be subject to Canadian federal or provincial income tax and other
tax
(including withholding tax) on the same amounts, in the same manner and at
the
same times as would have been the case if such defeasance or covenant
defeasance, as applicable, had not occurred (which condition may not be waived
by any holder or the trustee); and (v) RCI must comply with certain other
conditions.
Additional
Amounts
All
payments made by RCI under or with
respect to the debt securities will be made free and clear of and without
withholding or deduction for or on account of any present or future tax,
duty,
levy, impost, assessment or other governmental charge imposed or levied by
or on
behalf of the Government of Canada or of any province or territory thereof
or by
any authority or agency therein or thereof having power to tax (hereinafter
"Taxes"), unless RCI is required to withhold or deduct Taxes by law or by
the
interpretation or administration thereof. If RCI is so required to
withhold or deduct any amount for or on account of Taxes from any payment
made
under or with respect to the debt securities, RCI will pay as interest such
additional amounts ("Additional Amounts") as may be necessary so that the
net
amount received by each holder of such debt securities in respect of a
beneficial owner (including Additional Amounts) after such withholding or
deduction will not be less than the amount such holder would have received
in
respect of the beneficial owner if such Taxes had not been withheld or
deducted; provided that no Additional Amounts will be payable with
respect to a payment made to a holder of debt securities in respect of a
beneficial owner (each an "Excluded Person") (i) with which RCI does not
deal at arm's length (within the meaning of the Income Tax
Act (Canada)) at the time of making such payment,
(ii) which is subject to such Taxes by reason of its being connected with
Canada or any province or territory thereof otherwise than by the acquisition
or
mere holding of debt securities or the receipt of payments thereunder, (iii)
which is subject to such Taxes by reason of its failure to comply with any
certification, identification, documentation or other reporting requirements
if
compliance is required by law, regulation, administrative practice or an
applicable treaty as a pre-condition to exemption from, or a reduction in
the
rate of deduction or withholding of, such Taxes, (iv) if the debt
securities are presented for payment more than 15 days after the date on
which such payment or such debt securities became due and payable or the
date on
which payment thereof is duly provided for, whichever is later (except to
the
extent that the holder would have been entitled to such Additional Amounts
had
the debt securities been presented on the last day of such 15-day period)
or
(v) to the extent that such withholding is imposed on a payment to a holder
or beneficial owner who is an individual pursuant to European Union Directive
2003/48/EC on the taxation of savings or any law implementing or complying
with,
or introduced in order to conform to, such Directive. RCI will also
(a) make such withholding or deduction and (b) remit the full amount
deducted or withheld to the relevant authority in accordance with applicable
law. Upon the written request of a holder of debt securities, RCI
will furnish, as soon as reasonably practicable, to such holder of debt
securities certified copies of tax receipts evidencing such payment by
RCI. RCI will indemnify and hold harmless each holder of debt
securities in respect of a beneficial owner (other than an Excluded Person)
and,
upon written request of any holder of debt securities (other than an Excluded
Person), reimburse such holder for the amount of (i) any such Taxes so
levied or imposed and paid by such holder as a result of any failure of RCI
to
withhold, deduct or remit to the relevant tax authority, on a timely basis,
the
full amounts required under applicable law; and (ii) any such Taxes so
levied or imposed with respect to any reimbursement under the foregoing
clause (i), so that the net amount received by such holder in respect of a
beneficial owner after such reimbursement would not be less than the net
amount
such holder would have received in respect of the beneficial owner if such
taxes
on such reimbursement had not been imposed.
At
least 30 days prior to each
date on which any payment under or with respect to the debt securities is
due
and payable, if RCI will be obligated to pay Additional Amounts with respect
to
such payment, RCI will deliver to the trustee an officer's certificate stating
the fact that such Additional Amounts will be payable, stating the amounts
so
payable and setting forth such other information necessary to enable the
trustee, on behalf of the Company, to pay such Additional Amounts to holders
of
debt securities on the payment date. Whenever in the indenture there
is mentioned, in any context, the payment of principal (and premium, if any),
redemption price, interest or any other amount payable under or with respect
to
any debt securities, such mention shall be deemed to include mention of the
payment of Additional Amounts to the extent that, in such context, Additional
Amounts are, were or would be payable in respect thereof.
In
the event that RCI has become or
would become obligated to pay, on the next date on which any amount would
be
payable under or with respect to the debt securities of either series, any
Additional Amounts as a result of certain changes affecting Canadian withholding
tax laws, RCI may redeem all, but not less than all, the debt securities
of such
series at any time at 100% of the principal amount, together with accrued
interest thereon to the redemption date. See the subsection entitled
"— Redemption Upon Changes in Withholding Taxes".
Modification
and Waiver
Modifications
and amendments to the
indenture, including to any supplemental indenture relating to a series of
debt
securities, and one or more series of debt securities may be made by RCI
(and
any applicable guarantors) and the trustee with the consent of the holders
of
not less than a majority in aggregate principal amount of outstanding debt
securities of all series issued under the indenture to which such modification
or amendment will apply (considered as one class); provided, however, that
no
such modification or amendment may, without the consent of the holder of
each
outstanding debt security of such series affected thereby: (i) change the
Stated
Maturity of the principal of, or any installment of interest on, any such
debt
security, or reduce the principal amount thereof or the rate of interest
thereon, or reduce the redemption price thereof, or change the coin or currency
in which any such debt security or any premium or the interest thereon is
payable, or impair the right to institute suit for the enforcement of any
such
payment after the Stated Maturity thereof (or, in the case of redemption,
on or
after the redemption date); (ii) reduce the percentage in principal amount
of
outstanding debt securities of such series, the consent of whose holders
is
necessary to amend or waive compliance with certain provisions of the indenture
or the applicable supplemental indenture or to waive certain defaults; or
(iii)
modify any of the provisions relating to the modification or amendment of
the
indenture or the applicable supplemental indenture which provisions require
the
consent of holders of outstanding debt securities of such series or relating
to
the waiver of past defaults or certain covenants, except to increase the
percentage of outstanding debt securities of such series the consent of whose
holders is required for such actions or to provide that certain other provisions
of the indenture or the applicable supplemental indenture cannot be modified
or
waived without the consent of the holder of each debt security of such series
affected thereby.
In
addition, modifications and
amendments to the indenture and the debt securities may be made by RCI (and
any
applicable guarantors) and the trustee without the consent of any holders
of
debt securities in order to, among other things, (i) provide certain additional
rights or benefits to the holders of debt securities, (ii) cure any ambiguity
or
correct or supplement any defective or inconsistent provision or make any
other
change to the indenture or the debt securities, provided, in each case, that
such modification or amendment does not adversely affect the interests of
the
holders of debt securities of any series in any material respect, and (iii)
give
effect to any direction or other act of the holders of debt securities permitted
to be given, made or taken under the indenture.
The
holders of a majority in aggregate
principal amount of the outstanding debt securities of all affected series
(considered as one class) may waive compliance with certain covenants and
provisions of the indenture and the supplemental indenture that apply to
such
series of debt securities.
Global
Securities
We
expect the following provisions to
apply to all debt securities.
The
debt securities of a series may be
issued in whole or in part in the form of one or more global securities that
will be deposited with, or on behalf of, a depositary (the "depositary")
identified in the prospectus supplement. Global securities will be
issued in registered form and in either temporary or definitive
form. Unless and until it is exchanged in whole or in part for the
individual debt securities, a global security may not be transferred except
as a
whole by the depositary for such global security to a nominee of such depositary
or by a nominee of such depositary to such depositary or another nominee
of such
depositary or by such depositary or any such nominee to a successor of such
depositary or a nominee of such successor.
The
specific terms of the depositary
arrangement with respect to any debt securities of a series and the rights
of
and limitations upon owners of beneficial interests in a global security
will be
described in the prospectus supplement. We expect that the following
provisions will generally apply to depositary arrangements.
Upon
the issuance of a global security,
the depositary for such global security or its nominee will credit, on its
book-entry registration and transfer system, the respective principal amounts
of
the individual debt securities represented by such global security to the
accounts of persons that have accounts with such depositary. Such
accounts shall be designated by the dealers, underwriters or agents with
respect
to the debt securities or by us if such debt securities are offered and sold
directly by us. Ownership of beneficial interests in a global
security will be limited to persons that have accounts with the applicable
depositary ("participants") or persons that may hold interests through
participants. Ownership of beneficial interests in such global
security will be shown on, and the transfer of that ownership will be effected
only through, records maintained by the applicable depositary or its nominee
with respect to interests of participants and the records of participants
with
respect to interests of persons other than participants. The laws of
some states require that certain purchasers of securities take physical delivery
of such securities in definitive form. Such limits and such laws may
impair the ability to transfer beneficial interests in a global
security.
So
long as the depositary for a global
security, or its nominee, is the registered owner of a global security, except
as required by law, such depositary or such nominee, as the case may be,
will be
considered the sole owner or holder of the debt securities represented by
that
global security for all purposes under the indenture governing those debt
securities. Except as provided below, owners of beneficial interests
in a global security will not be entitled to have any of the individual debt
securities of the series represented by that global security registered in
their
names, will not receive or be entitled to receive physical delivery of any
debt
securities of such series in definitive form and will not be considered the
owners or holders thereof under the indenture governing such debt
securities.
Payments
of principal, premium, if any,
and interest, if any, on individual debt securities represented by a global
security registered in the name of a depositary or its nominee will be made
to
the depositary or its nominee, as the case may be, as the registered owner
of
the global security representing the debt securities. None of RCI,
the trustee for the debt securities, any paying agent, or any registrar for
the
debt securities will have any responsibility or liability for any aspect
of the
records relating to or payments made by the depositary or any participants
on
account of beneficial ownership interests of the global security for the
debt
securities or for maintaining, supervising or reviewing any records relating
to
such beneficial ownership interests.
We
expect that the depositary for a
series of debt securities or its nominee, upon receipt of any payment of
principal, premium or interest in respect of a global security representing
the
debt securities, immediately will credit participants' accounts with payments
in
amounts proportionate to their respective beneficial interests in the principal
amount of such global security for the debt securities as shown on the records
of the depositary or its nominee. We also expect that payments by
participants to owners of beneficial interests in a global security held
through
such participants will be governed by standing instructions and customary
practices, as is now the case with securities held for the accounts of customers
in bearer form or registered in street name. Such payments will be
the responsibility of such participants.
If
the depositary for a series of debt
securities is at any time unwilling, unable or ineligible to continue as
depositary and a successor depositary is not appointed by us within 90 days,
we
will issue definitive debt securities of that series in exchange for the
global
security or securities representing that series of debt
securities. In addition, we may at any time and in our sole
discretion, subject to any limitations described in the prospectus supplement
relating to the debt securities, determine not to have any debt securities
of a
series represented by one or more global securities, and, in such event,
will
issue definitive debt securities of that series in exchange for the global
security or securities representing that series of debt securities. A
global security for a series of debt securities will also be exchangeable
for
definitive debt securities in the event that an Event of Default in respect
of
such series shall occur and be continuing. If definitive debt
securities are issued, an owner of a beneficial interest in a global security
will be entitled to physical delivery of definitive debt securities of the
series represented by that global security equal in principal amount to that
beneficial interest and to have the debt securities registered in its
name.
Concerning
the Trustee
The
Bank of New York will be the
trustee under the indenture.
Governing
Law
The
indenture, any supplemental
indentures and the debt securities will be governed by and construed in
accordance with the laws of the State of New York.
Enforceability
of Judgments
Since
substantially all of the assets
of RCI are located outside the United States, any judgment obtained in the
United States against RCI, including judgments with respect to the payment
of
principal or redemption price on the debt securities, may not be collectible
within the United States. RCI has been informed by its Canadian
counsel, Davies Ward Phillips & Vineberg LLP, that, under the laws of the
Province of Ontario and the federal laws of Canada applicable in that province
(collectively, "Applicable Laws"), a court of competent jurisdiction in the
Province of Ontario (an "Ontario Court") would give a judgment based upon
a
final and conclusive in personam judgment of a court exercising jurisdiction
in
the State of New York ("New York Court") for a sum certain, obtained against
RCI
with respect to a claim arising out of the indenture and the debt securities
(a
"New York Judgment"), without reconsideration of the merits (a) provided
that
(i) an action to enforce the New York Judgment is commenced in the Ontario
Court
within any applicable limitation period; (ii) the Ontario Court has discretion
to stay or decline to hear an action on the New York Judgment if the New
York
Judgment is under appeal or there is another subsisting judgment in any
jurisdiction relating to the same cause of action as the New York Judgment;
(iii) the Ontario Court will render judgment only in Canadian dollars; and
(iv)
an action in the Ontario Court on the New York Judgment may be affected by
bankruptcy, insolvency or other laws affecting the enforcement of creditors'
rights generally; and (b) subject to the following defenses: (i) that the
New
York Judgment was obtained by fraud or in a manner contrary to the principles
of
natural justice; (ii) that the New York Judgment is for a claim which under
Applicable Laws would be characterized as based on a foreign revenue,
expropriatory, penal or other public law; (iii) that the New York Judgment
is
contrary to public policy or to an order made by the Attorney General of
Canada
under the Foreign Extraterritorial Measures Act (Canada) or by the Competition
Tribunal under the Competition Act (Canada) in respect of certain judgments
referred to in these statutes; or (iv) that the New York Judgment has been
satisfied or is void or voidable under the laws of the State of New
York.
Consent
to Jurisdiction and Service
The
indenture provides that RCI will
appoint CT Corporation System, 111 Eighth Avenue, New York, New York
10011, as its agent for service of process in any suit, action or proceeding
with respect to the indenture, any supplemental indentures or the debt
securities issued thereunder and for actions brought under federal or state
laws
brought in any federal or state court located in the Borough of Manhattan
in The
City of New York and submits to such jurisdiction.
The
following earnings coverage ratios
have been calculated on a consolidated basis for the 12-month periods ended
December 31, 2006 and September 30, 2007 based on our financial statements
for
the respective periods and have been prepared in accordance with Canadian
GAAP.
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12
Months Ended
December
31, 2006
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12
Months Ended
September
30, 2007
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Earnings
coverage ratio
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2.1x
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2.2x
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Our
interest requirements amounted to $620 million for the 12-month period ended
December 31, 2006 and $592 million for the 12-month period ended September
30,
2007. Our earnings before interest expense and income taxes for the 12-month
periods ended December 31, 2006 and September 30, 2007 were $1,298 million
and
$1,329 million, respectively, which is 2.1 times and 2.2 times our interest
requirements for such periods.
The
earnings coverage ratios and
associated financial information presented above do not give effect to the
issuance of debt securities that may be issued pursuant to any prospectus
supplement since the aggregate principal amounts and the terms of such debt
securities are not presently known. Nor do they give effect to the certain
borrowings by RCI or the repayment and redemption of certain long-term financial
liabilities of RCI subsequent to the periods presented. For a
description of certain borrowings of, and repayments and redemptions by,
RCI
during the nine months ended September 30, 2007, see Note 6 to our unaudited
consolidated financial statements as at September 30, 2007 and for the three
and
nine months ended September 30, 2007 and 2006 and our management's discussion
and analysis in respect of those statements. Earnings coverage ratios
adjusted to give effect to the issuance and repayment, redemption or other
retirement of long-term financial liabilities and to reflect such other
adjustments as are required by applicable Canadian securities law requirements
will be presented for the prescribed periods in the applicable prospectus
supplement.
An
investment in the debt securities
involves risk. Before deciding whether to invest in the debt
securities, you should consider carefully the risks described in the documents
incorporated by reference into this prospectus (including subsequent documents
incorporated by reference into this prospectus) and, if applicable, those
described in a prospectus supplement relating to a specific offering of debt
securities. Discussions of certain risk and uncertainties affecting
our business are provided in our annual information form, our management's
discussion and analysis for the year ended December 31, 2006 and our
management's discussion and analysis for the nine months ended September
30,
2007 (or, as applicable, our annual information form and our management's
discussion and analysis for subsequent periods), each of which are incorporated
by reference into this prospectus. Any of these risks could
materially adversely affect our business, financial condition or results
of
operations. Additional risks not currently known to us or that we
currently deem to be immaterial may also materially and adversely affect
our
business, financial condition or results of operations.
We
are a corporation organized under
the laws of the Province of British Columbia, Canada and substantially all
of
our assets are located in Canada. In addition, most of our directors,
substantially all of our officers and most of the experts named herein are
resident outside the United States. As a result, it may be difficult
for U.S. investors to effect service of process within the United States
upon
such directors, officers or experts to enforce against them judgements of
U.S.
courts based upon, among other things, the civil liability provisions of
the
U.S. federal securities laws. In addition, we have been advised by
Davies Ward Phillips & Vineberg LLP, our Canadian counsel, that there is
some doubt as to the enforceability in original actions in Canadian courts
of
liabilities based upon the U.S. federal securities laws, and as to the
enforceability in Canadian courts of judgments of U.S. courts obtained in
actions based upon the civil liability provisions of the U.S. federal securities
laws.
The
applicable prospectus supplement
may describe the principal Canadian federal income tax considerations generally
applicable to investors described therein of purchasing, holding and disposing
of the debt securities offered thereunder. The applicable prospectus
supplement may also describe certain U.S. federal income tax considerations
generally applicable to the purchase, holding and disposition of those debt
securities by an investor who is a United States person.
Certain
legal matters relating to debt
securities offered by this short form base shelf prospectus will be passed
upon
on our behalf by Davies Ward Phillips & Vineberg LLP, our Canadian counsel,
and Cravath, Swaine & Moore LLP, our U.S. counsel. Unless
otherwise specified in the applicable prospectus supplement, certain legal
matters in connection with debt securities so offered will be passed upon
for
the underwriters, dealers or agents, as applicable, in respect of that offering
by Osler, Hoskin & Harcourt LLP, in respect of matters of Canadian law, and
Shearman & Sterling LLP, in respect of matters of United States
law. As of the date of this prospectus, the partners and associates
of Davies Ward Phillips & Vineberg LLP, as a group, beneficially own,
directly or indirectly, less than 1% of our outstanding securities of any
class
and less than 1% of the outstanding securities of any class of our associates
or
affiliates.
Our
consolidated financial statements
as at and for the years ended December 31, 2006 and 2005 incorporated by
reference into this prospectus have been audited by KPMG LLP, as indicated
in
their report incorporated by reference into this prospectus, and are
incorporated herein in reliance upon the authority of said firm as experts
in
accounting and auditing in giving said report.
The
following documents have been or
will be filed with the SEC as part of the registration statement of which
this
prospectus forms a part:
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·
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the
documents referred to under "Documents Incorporated by
Reference";
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·
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consent
of KPMG LLP;
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·
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consent
of Davies Ward Phillips & Vineberg
LLP;
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·
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powers
of attorney from directors and officers of each of RCI, RCCI and
RWP;
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·
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the
form of indenture relating to the debt securities;
and
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·
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the
statement of eligibility of the trustee on Form
T-1.
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To
the
Board of Directors of Rogers Communications Inc.:
We
have read the short form base shelf
prospectus (the "Prospectus") of Rogers Communications Inc. (the "Company")
dated November 8,
2007
which may allow the Company to offer for sale from time to time debt securities
up to an aggregate amount of US$2,000,000,000. We have complied with
Canadian generally accepted standards for an auditor's involvement with offering
documents.
We
consent to the incorporation by
reference in the above-mentioned Prospectus of our report to the shareholders
of
the Company dated March 9, 2007 on the consolidated balance sheets of the
Company as at December 31, 2006 and 2005 and the consolidated statements
of
income, deficit and cash flows for each of the years in the two-year period
ended December 31, 2006.
/s/
KMPG
LLP
Chartered
Accountants, Licensed Public Accountants
Toronto,
Canada
November
8, 2007
-
18
-
INFORMATION
NOT REQUIRED TO BE
DELIVERED
TO OFFEREES OR PURCHASERS
INDEMNIFICATION
Rogers
Communications Inc.
Under
Section 160 of the Business
Corporations Act (British Columbia) (the “BCBCA”),
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(a)
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a
director or officer of Rogers Communications Inc.
(“RCI”),
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(b)
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a
former director or officer of RCI,
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(c)
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a
director, former director, officer or former officer of another
corporation at a time when the corporation is or was an affiliate
of RCI
or at the request of RCI,
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(d)
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an
individual who is or was, or holds or held a position equivalent
to that
of, a director or officer of a partnership, trust, joint venture
or other
unincorporated entity, at the request of RCI (any corporation
or entity
referred to in (c) or (d), an “associated corporation”; and any individual
described in (a) through (d), an “eligible individual”)
or
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(e)
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any
heirs and personal or other legal representatives of an eligible
individual (any person described in (e) and any eligible individual,
an
“eligible party”) may be indemnified by RCI against all judgments,
penalties or fines awarded or imposed or to which the eligible
party may
be liable in, or amounts paid in settlement of, any civil, criminal,
quasi-criminal, administrative or regulatory action or proceeding
or
investigative action, whether current, threatened, pending or
completed,
in which the eligible party, by reason of an eligible individual
being or
having been a director or officer of, or holding or having held
a position
equivalent to that of a director or officer of, RCI or an associated
corporation is or may be joined as a party, or is or may be liable
for or
in respect of a judgment, penalty or fine in, or costs, charges
and
expenses, including legal and other fees (“expenses”) related to, any such
action or proceeding (an “eligible proceeding”); and after the final
disposition of an eligible proceeding, may be paid the expenses
actually
and reasonably incurred by the eligible party in respect of that
proceeding.
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Under
Section 161 of the BCBCA, an
eligible party must, after the final disposition of an eligible proceeding,
be
paid by RCI the expenses actually and reasonably incurred by the eligible
party
in respect of the eligible proceeding if the eligible party is wholly successful
on the merits or otherwise, or is substantially successful on the merits,
in the
outcome of the proceeding.
Under
Section 162 of the BCBCA, an
eligible party may be paid by RCI, as expenses are incurred in advance of
the
final disposition of an eligible proceeding, the expenses actually and
reasonably incurred by the eligible party in respect of that proceeding;
provided that RCI must not pay such expenses unless RCI first receives from
the
eligible party a written undertaking that the eligible party will repay the
amounts advanced if it is ultimately determined that (i) the eligible individual
in relation to the subject matter of the eligible proceeding did not act
honestly and in good faith with a view to the best interests of RCI or
associated corporation, as the case may be, (ii) in the case of an eligible
proceeding other than a civil proceeding, the eligible individual did not
have
reasonable grounds for believing the eligible individual’s conduct in respect of
which the proceeding was brought was lawful, (iii) the eligible proceeding
is
brought by or on behalf of RCI or an associated corporation or (iv) in certain
circumstances, RCI is or was prohibited from doing so by its charter (each
of
items (i) to (iv), a “statutory prohibition”).
Under
Section 163 of the BCBCA, RCI
must not make an indemnification or payment under Sections 160 to 162 if
there
is a statutory prohibition.
Under
Section 164 of the BCBCA, the
Supreme Court of British Columbia may, on application of RCI or an eligible
party, order RCI to indemnify or to pay expenses, despite Sections 160 to
163 of
the BCBCA.
The
articles of RCI provide
that:
|
|
1.
|
the
directors shall cause RCI to indemnify a director or former director
of
RCI and may cause RCI to indemnify a director or former director
of a
corporation of which RCI is or was a shareholder and the heirs
and
personal representatives of any such person against all costs,
charges and
expenses, including an amount paid to settle an action or satisfy
a
judgment, actually and reasonably incurred by him or them, including
an
amount paid to settle an action or satisfy a judgment in a civil,
criminal
or administrative action or proceeding to which he is or they
are made a
party by reason of his being or having been a director of RCI
or a
director of such corporation, including any action brought by
RCI or any
such corporation;
|
|
|
2.
|
the
directors may cause RCI to indemnify any officer, employee or
agent of RCI
or of a corporation of which RCI is or was a shareholder and
the heirs and
personal representatives of any such person against all costs,
charges and
expenses whatsoever incurred by him or them resulting from his
acting as
an officer, employee or agent of RCI or such corporation;
and
|
|
|
3.
|
RCI
shall indemnify the Secretary or Assistant Secretary of RCI (if
not a full
time employee) and his respective heirs and legal representatives
against
all costs, charges and expenses whatsoever incurred by him or
them and
arising out of the functions assigned to the Secretary by the
articles of
RCI.
|
II-1
Under
the BCBCA, the articles of RCI
may affect the power or obligation of RCI to give an indemnity or pay expenses
to the extent that the articles prohibit giving the indemnity or paying the
expenses. As indicated above, this is subject to the overriding power
of the Supreme Court of British Columbia under Section 164 of the
BCBCA.
As
contemplated by Section 165 of
the BCBCA, RCI has purchased insurance against potential claims against the
directors or officers of RCI and against loss for which RCI may be required
or
permitted by law to indemnify such directors and officers.
RCI
has entered into indemnification
agreements with certain of its officers and directors that indemnify such
persons to the maximum amount permitted by applicable law. Pursuant to these
agreements, RCI has agreed to provide such persons an advance of defense
costs
prior to final disposition of a proceeding, subject to an obligation to repay
in
certain circumstances.
Rogers
Cable Communications Inc.
Under
the Business Corporations Act
(Ontario) (the “OBCA”), Rogers Cable Communications Inc. (“RCCI”) may indemnify
a present or former director or officer or an individual who acts or acted
at
RCCI’s request as a director or officer, or an individual acting in a similar
capacity, of another entity, against all costs, charges and expenses, including
an amount paid to settle an action or satisfy a judgment, reasonably incurred
by
the individual in respect of any civil, criminal, administrative, investigative
or other proceeding in which the individual is involved because of that
association with RCCI or other entity, provided that the director or officer
acted honestly and in good faith with a view to the best interests of RCCI
and,
in the case of a criminal or administrative action or proceeding that is
enforced by a monetary penalty, had reasonable grounds for believing that
the
individual’s conduct was lawful. Such indemnification may be made in connection
with a derivative action only with court approval. A director or officer
is
entitled to indemnification from RCCI as a matter of right if the individual
was
not judged by a court or other competent authority to have committed any
fault
or omitted to do anything that the individual ought to have done and fulfilled
the conditions set forth above.
In
accordance with and subject to the
OBCA, the By-laws of RCCI indemnify a director or officer, a former director
or
officer, or a person who acts or acted at RCCI’s request, as a director or
officer of a corporation in which RCCI is or was a shareholder or creditor
against any and all losses and expenses reasonably incurred by him in respect
of
any civil, criminal or administrative proceeding to which he was made a party
by
reason of being or having been a director or officer of RCCI or other
corporation if he acted honestly and in good faith with a view to the best
interests of RCCI, and, in the case of a criminal or administrative action
or
proceeding that is enforced by monetary penalty, he had reasonable grounds
in
believing that his conduct was lawful.
A
policy of directors’ and officers’
liability insurance is maintained by RCI, on behalf of RCCI, which insures
directors and officers of RCCI for losses as a result of claims based upon
their
acts or omissions as directors and officers, including liabilities arising
under
the Securities Act of 1933, as amended (the “Securities Act”) and also
reimburses RCCI for payments made pursuant to the indemnity provisions under
the
OBCA.
Rogers
Wireless Partnership
Under
the Partnerships Act (Ontario),
each partner of Rogers Wireless Partnership (“RWP”) is liable jointly with the
other partners for all debts and obligations of RWP incurred while such partner
is a partner.
Pursuant
to the partnership agreement
dated March 2, 2005 forming RWP, the partners of RWP are, as among themselves,
liable for, and have agreed to indemnify each other from, the debts,
liabilities, obligations and losses of RWP in proportion to the number of
partnership units owned by them respectively.
Insofar
as indemnification for
liabilities arising under the Securities Act may be permitted to directors,
officers or persons controlling the Registrants pursuant to the foregoing
provisions, the Registrants have been informed that in the opinion of the
U.S.
Securities and Exchange Commission such indemnification is against public
policy
as expressed in the Securities Act and is therefore unenforceable.
II-2
|
Exhibit
Number
|
Description
|
|
|
4.1
|
Annual
information form of Rogers Communications Inc. (“RCI”) for the year ended
December 31, 2006, dated March 28, 2007 (incorporated by reference
to
Exhibit 99.1 to RCI’s Form 40-F (Commission File No. 001-10805) filed with
the Commission on March 30, 2007)
|
|
|
4.2
|
Audited
consolidated financial statements of RCI as at and for the years
ended
December 31, 2006 and 2005, together with the report of the auditors’
thereon, and management’s discussion and analysis in respect of those
statements (incorporated by reference to Exhibit 99.1 to RCI’s Form 6-K
(Commission File No. 001-10805) furnished to the Commission on
March 30,
2007)
|
|
|
4.3
|
Management
information circular of RCI dated April 13, 2007 in connection
with RCI’s
annual and special meeting of shareholders held on May 28, 2007
(incorporated by reference to Exhibit 99.1 to RCI’s Form 6-K (Commission
File No. 001-10805) furnished to the Commission on April 27,
2007)
|
|
|
4.4
|
Unaudited
consolidated financial statements of RCI as at September 30, 2007
and for
the three and nine months ended September 30, 2007 and 2006 and
management’s discussion and analysis in respect of those statements
(incorporated by reference to Exhibit 99.1 to RCI’s Form 6-K (Commission
File No. 001-10805) furnished to the Commission on November 1,
2007)
|
|
|
4.5
|
Material
change report of RCI relating to the release of security on certain
debt
obligations of RCI’s then wholly-owned subsidiaries, Rogers Cable Inc. and
Rogers Wireless Inc., on or about June 28, 2007, RCI’s plan to amalgamate
with those subsidiaries on or about July 1, 2007 and to cancel
and replace
existing bank credit facilities, and the redemption of certain
debentures
of Rogers Wireless Inc. (incorporated by reference to Exhibit 99.1
to
RCI’s Form 6-K (Commission File No. 001-10805) furnished to the Commission
on May 18, 2007)
|
|
|
5.1
|
Consent
of KPMG LLP
|
|
|
5.2*
|
Consent
of Davies Ward Phillips & Vineberg LLP
|
|
|
6.1*
|
Powers
of attorney
|
|
|
7.1*
|
Form
of Indenture
|
|
|
7.2
|
Statement
of Eligibility and Qualification of the Trustee on Form
T-1
|
*
Previously filed.
II-3
UNDERTAKING
AND CONSENT TO SERVICE OF PROCESS
Item
1. Undertaking
Each
Registrant undertakes to make available, in person or by telephone,
representatives to respond to inquiries made by the Commission staff, and
to
furnish promptly, when requested to do so by the Commission staff, information
relating to the securities registered pursuant to Form F-9 or to transactions
in
said securities.
Item
2. Consent to Service of Process
The
Registrants previously filed with the Commission a written irrevocable
consent and power of attorney on Form F-X.
Any
change to the name or address of the agent for service of any Registrant
shall
be communicated promptly to the Commission by amendment to Form F-X referencing
the file number of the relevant registration statement.
III-1
Pursuant
to the requirements of the
Securities Act of 1933, each Registrant certifies that it has reasonable
grounds
to believe that it meets all of the requirements for filing on Form F-9 and has
duly caused this Amendment No. 1 to its registration statement on Form F-9
to be
signed on its behalf by the undersigned, thereunto duly authorized, in the
City
of Toronto, Province of Ontario, Canada on the 8th day of November,
2007.
|
ROGERS
COMMUNICATIONS INC.
|
||
|
(Registrant)
|
||
|
By:
|
/s/ M.
Lorraine Daly
|
|
|
Name:
M. Lorraine Daly
|
||
|
Title: Vice
President, Treasurer
|
||
|
By:
|
/s/ William
W. Linton
|
|
|
Name:
William W. Linton
|
||
|
Title: Senior
Vice President, Finance and Chief Financial Officer
|
||
|
ROGERS
CABLE COMMUNICATIONS INC.
|
||
|
(Registrant)
|
||
|
By:
|
/s/ M.
Lorraine Daly
|
|
|
Name:
M. Lorraine Daly
|
||
|
Title: Vice
President, Treasurer
|
||
|
By:
|
/s/ William
W. Linton
|
|
|
Name:
William W. Linton
|
||
|
Title: Senior
Vice President
|
||
|
ROGERS
WIRELESS PARTNERSHIP
|
||
|
(Registrant)
|
||
|
By:
|
/s/ M.
Lorraine Daly
|
|
|
Name:
M. Lorraine Daly
|
||
|
Title: Vice
President, Treasurer
|
||
|
By:
|
/s/ William
W. Linton
|
|
|
Name:
William W. Linton
|
||
|
Title: Senior
Vice President
|
||
SIGNATURES
WITH RESPECT TO ROGERS COMMUNICATIONS INC.
Pursuant
to the requirements of the
Securities Act of 1933, this Amendment No. 1 to the Registrant's registration
statement on Form F-9 has been signed by the following persons in the capacities
and on the dates indicated.
|
Signature
|
Title
|
Date
Signed
|
||
|
*
|
Director
and President and Chief Executive Officer
|
November
8, 2007
|
||
|
Edward
S. Rogers, O.C.
|
(principal
executive officer)
|
|||
|
*
|
Senior
Vice President, Finance and Chief Financial Officer
|
November
8, 2007
|
||
|
William
W. Linton
|
(principal
financial and accounting officer)
|
|||
|
*
|
Director
and Chairman
|
November
8, 2007
|
||
|
Alan
D. Horn
|
||||
|
*
|
Director
and Vice Chairman
|
November
8, 2007
|
||
|
Philip
B. Lind
|
||||
|
*
|
Director
and President and Chief Operating Officer, Communications
Group
|
November
8, 2007
|
||
|
Nadir
H. Mohamed
|
||||
|
*
|
Director
and Senior Vice President, Communications Group
|
November
8, 2007
|
||
|
Edward
Rogers
|
||||
|
*
|
Director
and Senior Vice President, Strategy and Development
|
November
8, 2007
|
||
|
Melinda
M. Rogers
|
||||
|
*
|
Director
|
November
8, 2007
|
||
|
Ronald
D. Besse
|
||||
|
*
|
Director
|
November
8, 2007
|
||
|
C.
William D. Birchall
|
||||
|
*
|
Director
|
November
8, 2007
|
||
|
John
H. Clappison
|
||||
|
*
|
Director
|
November
8, 2007
|
||
|
Peter
C. Godsoe, O.C.
|
||||
|
Signature
|
Title | Date Signed | ||
|
*
|
Director
|
November
8, 2007
|
||
|
Thomas
I. Hull
|
||||
|
*
|
Director
|
November
8, 2007
|
||
|
The
Hon. David R. Peterson, P.C., Q.C.
|
||||
|
*
|
Director
|
November
8, 2007
|
||
|
Loretta
A. Rogers
|
||||
|
*
|
Director
|
November
8, 2007
|
||
|
John
A. Tory, Q.C.
|
||||
|
*
|
Director
|
November
8, 2007
|
||
|
J.
Christopher C. Wansbrough
|
||||
|
*
|
Director
|
November
8, 2007
|
||
|
Colin
D. Watson
|
||||
| *By: |
/s/
M. Lorraine Daly
|
|
|
||
|
M.
Lorraine Daly
|
|||||
|
Attorney-in-Fact
|
SIGNATURES
WITH
RESPECT TO ROGERS CABLE COMMUNICATIONS INC.
Pursuant
to the requirements of the
Securities Act of 1933, this Amendment No. 1 to the Registrant's registration
statement on Form F-9 has been signed by the following persons in the capacities
and on the dates indicated.
|
Signature
|
Title
|
Date
Signed
|
||
|
*
|
Director
and President (principal executive officer)
|
November
8, 2007
|
||
|
Edward
Rogers
|
||||
|
*
|
Director
and Senior Vice President
|
November
8, 2007
|
||
|
William
W. Linton
|
(principal financial and accounting officer) | |||
|
*
|
Director
and Vice Chairman
|
November
8, 2007
|
||
|
Edward
S. Rogers, O.C.
|
| *By: |
/s/
M. Lorraine Daly
|
|
|
||
|
M.
Lorraine Daly
|
|||||
|
Attorney-in-Fact
|
SIGNATURES
WITH RESPECT TO ROGERS
WIRELESS
PARTNERSHIP
Pursuant
to the requirements of the
Securities Act of 1933, this Amendment No. 1 to the Registrant's registration
statement on Form F-9 has been signed by the following persons in the capacities
and on the dates indicated.
|
Signature
|
Title
|
Date
Signed
|
||
|
*
|
President
(principal executive officer)
|
November
8, 2007
|
||
|
Robert
W. Bruce
|
||||
|
*
|
Member
of the Management Committee and Senior Vice President
|
November
8, 2007
|
||
|
William
W. Linton
|
(principal financial and accounting officer) | |||
|
*
|
Member
of the Management Committee and Vice Chairman
|
November
8, 2007
|
||
|
Edward
S. Rogers, O.C.
|
||||
|
*
|
Member
of the Management Committee and Vice Chairman
|
November
8, 2007
|
||
|
Nadir
H. Mohamed
|
| *By: |
/s/
M. Lorraine Daly
|
|
|
||
|
M.
Lorraine Daly
|
|||||
|
Attorney-in-Fact
|
Pursuant
to the requirements of Section
6(a) of the Securities Act of 1933, the undersigned has signed this registration
statement, solely in the capacity of the duly authorized representative of
Rogers Communications Inc., Rogers Cable Communications Inc. and Rogers Wireless
Partnership in the United States, in the City of Newark, State of Delaware
on
the 8th day of November, 2007.
|
PUGLISI
& ASSOCIATES
|
||
|
By:
|
/s/ Greg
Lavelle
|
|
|
Name:
Greg Lavelle
|
||
|
Title: Managing
Director
|
||
|
Exhibit
Number
|
Description
|
|
|
4.1
|
Annual
information form of Rogers Communications Inc. (“RCI”) for the year ended
December 31, 2006, dated March 28, 2007 (incorporated by reference
to
Exhibit 99.1 to RCI’s Form 40-F (Commission File No. 001-10805) filed with
the Commission on March 30, 2007)
|
|
|
4.2
|
Audited
consolidated financial statements of RCI as at and for the years
ended
December 31, 2006 and 2005, together with the report of the auditors’
thereon, and management’s discussion and analysis in respect of those
statements (incorporated by reference to Exhibit 99.1 to RCI’s Form 6-K
(Commission File No. 001-10805) furnished to the Commission
on March 30,
2007)
|
|
|
4.3
|
Management
information circular of RCI dated April 13, 2007 in connection
with RCI’s
annual and special meeting of shareholders held on May 28, 2007
(incorporated by reference to Exhibit 99.1 to RCI’s Form 6-K (Commission
File No. 001-10805) furnished to the Commission on April 27,
2007)
|
|
|
4.4
|
Unaudited
consolidated financial statements of RCI as at September 30, 2007
and for
the three and nine months ended September 30, 2007 and 2006 and
management’s discussion and analysis in respect of those statements
(incorporated by reference to Exhibit 99.1 to RCI’s Form 6-K (Commission
File No. 001-10805) furnished to the Commission on November 1,
2007)
|
|
|
4.5
|
Material
change report of RCI relating to the release of security on certain
debt
obligations of RCI’s then wholly-owned subsidiaries, Rogers Cable Inc. and
Rogers Wireless Inc., on or about June 28, 2007, RCI’s plan to amalgamate
with those subsidiaries on or about July 1, 2007 and to cancel
and replace
existing bank credit facilities, and the redemption of certain
debentures
of Rogers Wireless Inc. (incorporated by reference to Exhibit 99.1
to
RCI’s Form 6-K (Commission File No. 001-10805) furnished to the Commission
on May 18, 2007)
|
|
|
5.1
|
Consent
of KPMG LLP
|
|
|
5.2*
|
Consent
of Davies Ward Phillips & Vineberg LLP
|
|
|
6.1*
|
Powers
of attorney
|
|
|
7.1*
|
Form
of Indenture
|
|
|
7.2
|
Statement
of Eligibility and Qualification of the Trustee on Form
T-1
|
*
Previously filed.