Rogers Cable Inc. - s. 4(b) of the Regulation

Headnote

Consent given to an offering corporation under the Business Corporations Act (Ontario) to continue under the Business Corporations Act (British Columbia).

Statutes Cited

Business Corporations Act, R.S.O. 1990, c. B.16, as am., s. 181.

Securities Act, R.S.O. 1990, c. S.5, as am.

Regulations Cited

Regulation made under the Business Corporations Act, O. Reg. 289/00, as am., s. 4(b).

IN THE MATTER OF

R.R.O. 1990, REGULATION 289/00 (the Regulation)

MADE UNDER THE

BUSINESS CORPORATIONS ACT (ONTARIO),

R.S.O. 1990 c. B.16, AS AMENDED (the OBCA)

AND

IN THE MATTER OF

ROGERS CABLE INC.

CONSENT

(Subsection 4(b) of the Regulation)

UPON the application of Rogers Cable Inc. (Rogers Cable) to the Ontario Securities Commission (the Commission) requesting a consent from the Commission for Rogers Cable to continue in another jurisdiction pursuant to subsection 4(b) of the Regulation;

AND UPON considering the application and the recommendation of the staff to the Commission;

AND UPON Rogers Cable representing to the Commission that:

1. Rogers Cable proposes to make an application to the Director under the OBCA pursuant to section 181 of the OBCA (the Application for Continuance) for authorization to continue as a corporation under the Business Corporations Act (British Columbia), S.B.C. 2002, c. 57 (the BCBCA).

2. The authorized share capital of Rogers Cable consists of unlimited Class A Common Shares, unlimited Class B Common Shares, unlimited First Preferred Shares, unlimited Third Preferred Shares, unlimited Fourth Preferred Shares, unlimited Fifth Preferred Shares, unlimited Sixth Preferred Shares, unlimited Seventh Preferred Shares, unlimited Eighth Preferred Shares, unlimited Ninth Preferred Shares and 100,000,000 Class B Preferred Shares, of which 100,000,000 Class A Common Shares, 118,166,003 Class B Common Shares, 306,904 Fourth Preferred Shares and 151,800 Seventh Preferred Shares are issued and outstanding.

3. Pursuant to subsection 4(b) of the Regulation, where a corporation is an offering corporation, the Application for Continuance must be accompanied by a consent from the Commission.

4. Rogers Cable was formed pursuant to an amalgamation on December 31, 2003 under the OBCA. Rogers Cable's current registered office is located at 333 Bloor Street East, 10th Floor, Toronto, ON M4W 1G9.

5. Rogers Cable is an offering corporation under the OBCA and is a reporting issuer under the Ontario Securities Act, R.S.O. 1990, c. S.5, as amended (the Act). Rogers Cable is also a reporting issuer under the securities legislation of each of the other provinces of Canada.

6. All of Rogers Cable's issued and outstanding Class A Common Shares, Class B Common Shares, Fourth Preferred Shares and Seventh Preferred Shares are currently held by Rogers Communications Inc.

7. Rogers Cable is not in default under any provision of the Act or the regulations or rules made under the Act or under the securities legislation of any other jurisdiction where it is a reporting issuer.

8. Rogers Cable is not a party to any proceedings or to the best of its knowledge, information and belief, pending proceeding under the Act.

9. The Continuance has been approved by Rogers Cable's sole shareholder on May 28, 2007

10. The Continuance of Rogers Cable is proposed to facilitate an amalgamation with affiliated corporations governed by the BCBCA.

11. The material rights, duties and obligations of a corporation governed by the BCBCA are substantially similar to those of a corporation governed by the OBCA.

AND UPON the Commission being satisfied that to do so would not be prejudicial to the public interest;

THE COMMISSION HEREBY CONSENTS to the continuance of Rogers Cable as a corporation under the BCBCA.

DATED this 19th day of June, 2007