EX-99.1 2 ex991.htm MATERIAL CHANGE REPORT DATED NOVEMBER 3, 2006 Material Change Report dated November 3, 2006
Exhibit 99.1

FORM 51-102F3
Material Change Report
 
Item 1 Name and Address of Company
 
Rogers Communications Inc. ("Rogers")
 
The principal office of Rogers is located at:
333 Bloor Street East
Toronto, Ontario
M4W 1G9
 
Item 2 Date of Material Changes
   
October 30, 2006
   
Item 3 News Release
   
A news release was issued through Canada NewsWire on October 31, 2006.
   
Item 4 Summary of Material Changes
   
The Board of Directors of Rogers approved putting forward a proposal to holders of its Class A Voting shares at a shareholders meeting to be held on December 15, 2006 to split its Class A Voting and Class B Non-Voting shares on a two-for-one basis. The Board of Directors also approved an increase in its annual dividend from C$0.15 to C$0.32 per share (on a pre-split basis), with distributions to move from a semi-annual to a quarterly basis.
   
Item 5 Full Description of Material Changes
   
See the press release attached hereto as Schedule A for a full description of the material changes.
   
Item 6 Reliance on subsection 7.1(2) or (3) of National Instrument 51-102
   
Not applicable.
   
Item 7 Omitted Information
   
No significant facts remain confidential in, and no information has been omitted from, this report.
   
Item 8 Executive Officer
   
For further information please contact Bruce M. Mann, Vice President, Investor Relations, at (416) 935-3532.
   
Item 9 Date of Report
   
November 3, 2006
 

                              SCHEDULE A
News release via Canada NewsWire, Toronto 416-863-9350

    Attention Business/Financial Editors:
Rogers Announces Two-For-One Stock Split and Dividend Increase Two-For-One Stock Split to be Effected Following December 15, 2006 Vote of Class A Shareholders; Annual Dividend Increased From C$0.15 to C$0.32 Per Share (pre-split) With Distributions Moving From Semi-Annually to Quarterly TORONTO, Oct. 31 /CNW/ - Rogers Communications Inc. ("Rogers") announced that its Board of Directors will put forward a proposal to its Class A shareholders to split its Class A Voting and Class B Non-Voting shares on a two-for-one basis. Rogers also announced that its Board of Directors has approved an increase in its annual dividend from C$0.15 to C$0.32 per share (on a pre-split basis) effective with a dividend it declared at the same time, with distributions to move from a semi-annual to a quarterly basis. "These actions reflect the confidence of our Board of Directors in the continued success of the strategies that we have employed to position Rogers as Canada's premier provider of communications, entertainment and information services," said Edward "Ted" Rogers, President and CEO of Rogers Communications Inc. "These decisions also recognize the growing cash flows being generated by our business as well the Board's interest in helping to widen distribution and make Rogers shares accessible to a broader range of investors." Two-For-One Stock Split: The Board has called a special shareholder meeting for December 15, 2006 to approve a two-for-one split of Rogers' Class A Voting and Class B Non-Voting shares. A simple majority of the Class A Voting shares is required to pass the proposal. Approximately 91% of the Class A Voting shares entitled to vote on this matter are controlled directly or indirectly by Rogers' controlling shareholder, Edward "Ted" Rogers, and Mr. Rogers has advised the Board of his intention to vote all such shares in favour of the proposed split. It is expected that shareholders of record as of the close of business December 29, 2006 will receive one additional Rogers Communications Inc. share of the relevant class for each share held. Rogers expects that its transfer agent, Computershare Trust Company, will distribute the additional share certificates on or about January 5, 2007. Class A Shareholders will also be asked to approve at the special meeting an increase in the authorized number of Class A Voting shares that can be issued in order to accommodate the proposed split and the removal of the par value from the Class B Non-Voting shares. Dividend Increase: Rogers' Board of Directors has approved an increase in the annual dividend from C$0.15 to C$0.32 per Class A Voting and Class B Non-Voting share (on a pre-split basis) effective immediately. The Board also modified Rogers' dividend distribution policy to now make dividend distributions on a quarterly basis instead of semi-annually. The new quarterly dividend will be C$0.08 per each outstanding Class B Non-Voting share and Class A Voting share (on a pre-split basis). Such quarterly dividends are only payable as and when declared by Rogers' Board and there is no entitlement to any dividend prior thereto. The Board has declared the first quarterly dividend of C$0.08 cents per share (on a pre-split basis) for each of the outstanding Class B Non-Voting shares and Class A Voting shares reflecting the increased C$0.32 per share annual dividend level and the new quarterly distribution schedule. This quarterly dividend will be paid on January 2, 2007 to shareholders of record on December 20, 2006.
 

    About the Company: Rogers Communications Inc. is a diversified Canadian
communications and media company engaged in three primary lines of business.
Rogers Wireless is Canada's largest wireless voice and data communications
services provider and the country's only carrier operating on the world
standard GSM technology platform. 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 and government agencies across the country. Rogers Media
is Canada's premier collection of category leading media assets with
businesses in radio and television broadcasting, televised shopping,
publishing, and sports entertainment. For further information about the Rogers
group of companies, please visit www.rogers.com.

    Caution Regarding Forward-Looking Statements: This press release includes
forward-looking statements and assumptions concerning the future performance
of our business, its operations and its financial performance and condition.
These forward-looking statements include, but are 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. Statements containing expressions such
as "could", "expect", "may", "anticipate", "assume", "believe", "intend",
"estimate", "plan", "guidance", and similar expressions generally constitute
forward-looking statements. Such forward-looking statements are based on
current expectations and various factors and assumptions applied which we
believe to be reasonable at the time, including but not limited to general
economic and industry growth rates, currency exchange rates, product 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 that actual results may differ materially from the assumptions, estimates
or expectations reflected in the forward-looking information. A number of
factors could cause actual results to differ materially from those in the
forward-looking statements, including but not limited to economic conditions,
technological change, the integration of acquisitions, unanticipated changes
in content or equipment costs, changing conditions in the entertainment,
information and communications industries, regulatory changes, litigation and
tax matters, and the level of competitive intensity, many of which are beyond
our control. Therefore, should one or more of these risks materialize, or
should assumptions underlying the forward-looking statements prove incorrect,
actual results may vary significantly from what we currently foresee.
Accordingly, we warn investors to exercise caution when considering any such
forward-looking information herein and to not place undue reliance on such
statements and assumptions. We are under no obligation (and we expressly
disclaim any such obligation) to update or alter any forward-looking
statements or assumptions whether as a result of new information, future
events or otherwise, except as required by law. Before making any investment
decisions and for a more detailed discussion of the risks, uncertainties,
material factors and assumptions associated with our business that were
applied in drawing conclusions or making a forecasts set out in such
forward-looking information, see the MD&A sections of our 2005 Annual Report
entitled "Risks and Uncertainties" (found on pages 62 to 74) and "Material
Assumptions" (found on pages 88 to 89), as well as the "Updates to Risks and
Uncertainties" and "Government Regulation and Regulatory Developments"
sections herein. Our annual and quarterly reports can be found at
www.rogers.com, www.sedar.com, and www.sec.gov.
    %CIK: 0000733099

    /For further information: Bruce M. Mann, (416) 935-3532,
bruce.mann(at)rci.rogers.com/
    (RCI.A. RCI.B. RG)

CO:  Rogers Communications Inc.

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