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.
Securities Act, R.S.O. 1990, c. S.5, as am.,ss. 1(1), 107, 108, 121(2)(a)(ii).
Regulation made under the Securities Act, R.R.O.1990, Reg. 1015, as am., Part VIII.
National Instrument 55-101 - Exemption FromCertain Insider Reporting Requirements.
IN THE MATTER OF
THE SECURITIES LEGISLATIONOF
ALBERTA, SASKATCHEWAN, MANITOBA,ONTARIO,
QUEBEC, NEWFOUNDLAND AND LABRADORAND
IN THE MATTER OF
THE MUTUAL RELIANCE REVIEWSYSTEM
FOR EXEMPTIVE RELIEF APPLICATIONS
IN THE MATTER OF
ROGERS COMMUNICATIONS INC.
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 Communications Inc.("RCI") for a decision under the securities legislationof the Jurisdictions (the "Legislation") that therequirement contained in the Legislation to file insider reportsshall not apply to certain individuals who are insiders of RCIon 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 Ontario Securities Commission is the Principal Regulatorfor 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 RCI has represented to theDecision Makers that:
1. RCI is a British Columbia corporation andis a reporting issuer (or equivalent) in each of the provincesof Canada and, to the best of its knowledge, is not in defaultof any requirement of the Act or the respective regulationsor rules made thereunder.
2. The authorized share capital of RCI consistsof 2 billion shares divided into 200,000,000 Class A VotingShares (the "RCI Voting Shares"), without par value,1.4 billion Class B Non-Voting Shares (the "RCI Non-VotingShares") with a par value of $1.62478 per share and 400,000,000Preferred Shares (the "RCI Preferred Shares"), issuablein one or more series. As at May 22, 2003 there were outstanding56,240,494 RCI Voting Shares, 163,029,501 RCI Non-Voting Shares,123,112 Series E RCI Preferred Shares, 60,000 Series XXVIIRCI Preferred Shares, 818,300 Series XXX RCI Preferred Sharesand 300,000 Series XXXI RCI Preferred Shares.
3. The RCI Voting Shares are listed and tradedon the Toronto Stock Exchange (the "TSX"). The RCINon-Voting Shares are listed and traded on the TSX and theNew York Stock Exchange.
4. RCI is Canada's national communicationscompany, which is engaged in cable television, Internet accessand video retailing through Rogers Cable Inc.; digital PCScellular, data communications and paging through Rogers WirelessCommunications Inc.; and radio, television broadcasting, televisedshopping, and publishing businesses through Rogers Media Inc.
5. RCI maintains an insider trading and corporatedisclosure policy (the "Policy") that applies toall directors, officers and employees of RCI. RCI has alsoestablished a disclosure committee (the "Disclosure Committee")to monitor the effectiveness of and compliance with the Policyand oversee RCI's disclosure practices.
6. Pursuant to the Policy, insiders and employeesand other persons in a "special relationship" (asdefined in the Policy) with RCI (collectively, the "Insiders")who have knowledge of material undisclosed information areprohibited from trading in securities of RCI 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 RCI during "black-out"periods around the preparation of financial results or anyother "black-out" period as determined by the boardof directors of RCI (the "Board of Directors"),the Chief Executive Officer of RCI, the Chief Financial Officerof RCI or the Disclosure Committee.
7. As of May 29, 2003, 217 individuals are"insiders" (as defined in the Securities Act(Ontario)) of RCI, by reason of being an officer or directorof RCI or its subsidiaries. Of those individuals, 43 are currentlyexempt from the insider reporting requirements of the Legislationby reason of the exemptions contained in National Instrument55-101 Exemption from Certain Insider Reporting Requirements("NI 55-101"). RCI has made this application inrespect of 91 individuals (the "Exempted Vice-Presidents").
8. Each of the Exempted Vice-Presidents meetsthe definition of "nominal vice-president" (as definedin the Staff Notice) as:
(a) each of the Exempted Vice-Presidentsis a vice-president;
(b) none of the Exempted Vice-Presidentsis in charge of a principal business unit, division or functionof RCI or a "major subsidiary" (as defined inNI 55-101) of RCI;
(c) none of the Exempted Vice-Presidentsin the ordinary course receives or has access to informationas to material facts or material changes concerning RCIbefore the material facts or material changes are generallydisclosed; and
(d) none of the Exempted Vice-Presidentsis an insider of RCI in any other reporting capacity.
9. RCI 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 RCI and/or its majorsubsidiaries, as applicable.
10. On an ongoing basis, RCI intends to monitorthe eligibility for the exemption available under the StaffNotice of each of the Exempted Vice-Presidents, and that ofother employees of RCI 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 RCI prior to such facts or changes being generallydisclosed.
11. RCI has filed with the Decision Makersin connection with the relief herein granted a copy of thePolicy and a list of 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 RCI 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) RCI prepares and maintains a list of allindividuals who propose to rely on the exemption granted herein,submits the list on an annual basis to the Board of Directorsfor approval and files the list with the Decision Makers;
(c) RCI files with the Decision Makers a copyof its internal policies and procedures relating to monitoringand restricting the trading activities of its insiders andother person whose trading activities are restricted by RCI;and
(d) the relief granted herein will cease tobe effective on the date when NI 55-101 is amended.
June 24, 2003.
"Paul M. Moore"
"Robert W. Davis"