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Rogers Wireless Communications Inc. - MRRS Decision
Headnote
Mutual Reliance Review System for ExemptiveRelief Applications - relief granted to certain vice-presidentsof a reporting issuer from the insider reporting requirementssubject to certain conditions as outlined in CSA Staff Notice55-306 - Applications for Relief from the Insider ReportingRequirements by Certain Vice Presidents.
Statutes Cited
Securities Act, R.S.O. 1990, c. S.5, as am.,ss. 1(1), 107, 108, 121(2)(a)(ii).
Regulations Cited
Regulation made under the Securities Act, R.R.O.1990, Reg. 1015, as am., Part VIII.
Rules Cited
National Instrument 55-101 - Exemption FromCertain Insider Reporting Requirements.
IN THE MATTER OF
THE SECURITIES LEGISLATIONOF
ALBERTA, SASKATCHEWAN, MANITOBA,ONTARIO, QUEBEC,
NEWFOUNDLAND AND LABRADORAND NOVA SCOTIA
AND
IN THE MATTER OF
THE MUTUAL RELIANCE REVIEWSYSTEM FOR
EXEMPTIVE RELIEF APPLICATIONS
AND
IN THE MATTER OF
ROGERS WIRELESS COMMUNICATIONSINC.
MRRS DECISION DOCUMENT
WHEREAS the local securities regulatoryauthority or regulator (the "Decision Maker") in eachof Alberta, Saskatchewan, Manitoba, Ontario, Quebec, Newfoundlandand Labrador and Nova Scotia (collectively, the "Jurisdictions")has received an application from Rogers Wireless CommunicationsInc. ("RWCI") for a decision under the securitieslegislation of the Jurisdictions (the "Legislation")that the requirement contained in the Legislation to file insiderreports shall not apply to certain individuals who are insidersof RWCI on the grounds they are "nominal vice-presidents"(as defined in CSA Staff Notice 55-306 Application for Relieffrom the Insider Reporting Requirements by Certain Vice-Presidents(the "Staff Notice")).
AND WHEREAS pursuant to the Mutual RelianceReview System for Exemptive Relief Applications (the "System"),the Commission des valeurs mobilières du Québecis the Principal Regulator for this application;
AND WHEREAS, unless otherwise defined,the terms herein have the meaning set out in National Instrument14-101 -- Definitions or in Quebec Commission Notice 14-101;
AND WHEREAS RWCI has represented to theDecision Makers that:
1. RWCI is continued under the Canada BusinessCorporations Act and is a reporting issuer (or equivalent)in each of the provinces of Canada and, to the best of itsknowledge, is not in default of any requirement of the Actor the respective regulations or rules made thereunder.
2. The authorized share capital of RWCI consistsof an unlimited number of Class A Multiple Voting Shares (the"RWCI Multiple Voting Shares"), without par value,an unlimited number of Class B Restricted Voting Shares (the"RWCI Restricted Voting Shares"), without par valueand an unlimited number of Preferred Shares (the "RWCIPreferred Shares"), issuable in one or more series. Asat May 22, 2003, 90,468,259 RWCI Multiple Voting Shares, 51,278,683RWCI Restricted Voting Shares and no RWCI Preferred Shareswere issued and outstanding.
3. The RWCI Restricted Voting Shares are listedand traded on the Toronto Stock Exchange.
4. RWCI operates under the co-brand RogersAT&T Wireless and has offices in Canadian cities fromcoast-to-coast. The Company is one of Canada's leading wirelesscommunications service providers, offering a complete rangeof wireless solutions including Digital PCS, cellular, advancedwireless data services, two-way messaging and paging to over3.7 million customers across Canada.
5. RWCI maintains an insider trading and corporatedisclosure policy (the "Policy") that applies toall directors, officers and employees of RWCI. RWCI has alsoestablished a disclosure committee (the "Disclosure Committee")to monitor the effectiveness of and compliance with the Policyand oversee RWCI's disclosure practices.'
6. Pursuant to the Policy, insiders and employeesand other persons in a "special relationship" (asdefined in the Policy) with RWCI (collectively, the "Insiders")who have knowledge of material undisclosed information areprohibited from trading in securities of RWCI until the informationhas been fully disclosed publicly and a reasonable periodof time (at least one full trading day) has passed for theinformation to be widely disseminated. In addition, the Insidersmay not trade in securities of RWCI during "black-out"periods around the preparation of financial results or anyother "black-out" period as determined by the boardof directors of RWCI (the "Board of Directors"),the Chief Executive Officer of RWCI, the Chief Financial Officerof RWCI or the Disclosure Committee.
7. As of May 29, 2003, 61 individuals are"insiders" of RWCI, by reason of being an officeror director of RWCI or its subsidiaries. Of those individuals,3 are currently exempt from the insider reporting requirementsof the Legislation by reason of the exemptions contained inNational Instrument 55-101 Exemption from Certain InsiderReporting Requirements ("NI 55-101"). RWCI hasmade this application in respect of 18 individuals (the "ExemptedVice-Presidents").
8. Each of the Exempted Vice-Presidents meetsthe definition of "nominal vice-president" (as definedin the Staff Notice):
(a) the individual is a vice-president;
(b) the individual is not in charge of aprincipal business unit, division or function of RWCI ora "major subsidiary" of RWCI (as defined in NI55-101);
(c) the individual does not in the ordinarycourse receive or have access to information as to materialfacts or material changes concerning RWCI before the materialfacts or material changes are generally disclosed; and
(d) the individual is not an insider ofRWCI in any other capacity.
9. RWCI determined that each of the ExemptedVice-Presidents meets the criteria for exemption set out inthe Staff Notice, by considering each such Exempted Vice-President'sactivities and responsibilities within RWCI and/or its majorsubsidiaries, as applicable.
10. On an ongoing basis, RWCI intends to monitorthe eligibility for the exemption available under the StaffNotice of each of the Exempted Vice-Presidents, and that ofother employees of RWCI and its major subsidiaries whose titleis vice president and who may satisfy the criteria of "nominalvice-president" from time to time, by monitoring suchpersons' respective job functions and responsibilities andassessing the extent to which in the ordinary course theyreceive notice of material facts or material changes withrespect to RWCI prior to such facts or changes being generallydisclosed.
11. RWCI has filed with the Decision Makersin connection with the relief a copy of the Policy and a listof Exempted Vice-Presidents.
AND WHEREAS pursuant to the System, thisMRRS Decision Document evidences the decision of each DecisionMaker (collectively, the "Decision");
AND WHEREAS each of the Decision Makersis satisfied that the test contained in the Legislation thatprovides the Decision Maker with the jurisdiction to make theDecision has been met;
THE DECISION of the Decision Makers pursuantto the Legislation is that the requirement contained in theLegislation to file insider reports shall not apply to the ExemptedVice-Presidents or any other employee of RWCI or its major subsidiarieswho hereafter is given the title vice-president, provided that:
(a) each such person satisfies the definitionof "nominal vice-president" contained in the StaffNotice;
(b) RWCI prepares and maintains a list ofall individuals who propose to rely on the exemption grantedherein, submits the list on an annual basis to the Board ofDirectors for approval and files the list with the DecisionMakers;
(c) RWCI files with the Decision Makers acopy of its internal policies and procedures relating to monitoringand restricting the trading activities of its insiders andother persons whose trading activities are restricted by RWCI;and
(d) the relief granted herein will cease tobe effective on the date when NI 55-101 is amended.
June 26, 2003.
"Josée Deslauriers"