Securities Law & Instruments

Headnote

Subsection 59(1) of Schedule 1 to the Regulationunder the Act - reduction in fee otherwise due as a result ofa takeover bid in connection with an internal corporate reorganizationinvolving no change in beneficial ownership.

Statutes Cited

Securities Act, R.S.O. 1990, c. S.5, as am.,clause 93(1)(c).

Regulation Cited

Regulation made under the Securities Act, R.R.O.1990, Reg. 1015, as am., Schedule I, ss. 32(1) and 59(1).

IN THE MATTER OF

610829 BRITISH COLUMBIA LTD.

AND

IN THE MATTER OF

THE SECURITIES ACT, R.S.O.1990,

CHAPTER S.5, AS AMENDED (THE"ACT")

AND

IN THE MATTER OF

THE REGULATION UNDER THE SECURITIESACT

R.R.O. 1990, REGULATION 1015,AS AMENDED (THE "REGULATION")

 

RULING

(SUBSECTION 59(1) OF SCHEDULEI)

UPON the application (the Application")of 610829 British Columbia Ltd. (the "Applicant")to the Ontario Securities Commission (the "Commission")for a ruling pursuant to subsection 59(1) of Schedule I (the"Schedule") to the Regulation exempting the Applicantfrom payment in part of the fee payable pursuant to subsection32(1) of the Schedule;

AND UPON reading the Application andthe recommendation of Staff of the Commission;

AND UPON the Applicant having representedto the Commission as follows:

Facts

1. 610829 British Columbia Ltd. ("610")is a corporation governed by the laws of British Columbiaand is not a reporting issuer in any jurisdiction. 610 isa direct wholly-owned subsidiary of Rogers CommunicationsInc. The registered and principal business office of 610 islocated in British Columbia.

2. Rogers Cable Inc. ("Rogers Cable")is a corporation governed by the laws of Ontario and becamea reporting issuer in each province of Canada on January 30,2002 as a result of its distribution of $450,000,000 principalamount of 7.60% Senior (Secured) Second Priority Notes due2007 under the terms of a prospectus dated January 29, 2002.Rogers Cable is a wholly-owned subsidiary of Rogers CommunicationsInc.

3. Rogers Communications Inc. is a corporationgoverned by the laws of British Columbia and is a reportingissuer in each province of Canada. The Class B Non-VotingShares of Rogers Communications Inc. are listed for tradingon the Toronto and New York Stock Exchanges. The Class A VotingShares of Rogers Communications Inc. are listed for tradingon the Toronto Stock Exchange.

4. 594977 B.C. Ltd. ("594") is acorporation governed by the laws of British Columbia and isnot a reporting issuer in any jurisdiction. 594 is a directwholly-owned subsidiary of Rogers Communications Inc. Theregistered and principal business office of 594 is locatedin British Columbia.

5. 610 holds 19,328,795 Class B Deposit Receiptsof AT&T Canada Inc. (the "Transferred Deposit Receipts").In addition, 594 holds 5,671,205 Class B Deposit Receiptsof AT&T Canada Inc.

6. The Transferred Deposit Receipts were issuedto 610 in connection with the June 1, 1999 business combinationof MetroNet Communications Corp. and AT&T Canada Corp.The Class B Deposit Receipts of AT&T Canada Inc. representan equivalent number of Class B Non-Voting Shares of AT&TCanada Inc. The Transferred Deposit Receipts held by 610 represent19.2% of the Class B Deposit Receipts of AT&T Canada Inc.outstanding and the Class B Deposit Receipts held by 594 represent5.7% of the Class B Deposit Receipts of AT&T Canada Inc.outstanding. The Class B Deposit Receipts do not carry anyvoting rights other than the right to vote as a separate classon the election of 2 directors of AT&T Canada Inc.

7. Rogers Cable, 610 and 594 propose to enterinto a series of transactions (the "Transactions")whereby 610 would transfer the Transferred Deposit Receiptsto Rogers Cable and Rogers Cable would in turn immediatelytransfer the Transferred Deposit Receipts back to 610 forthe purposes of realizing a taxable capital gain for RogersCable.

8. The steps to the Transactions will be completedin sequence on the closing date thereof.

9. The Transferred Deposit Receipts may beconsidered to be "equity securities" within themeaning of subsection 89(1) of the Securities Act (Ontario).

10. 610 and 594 are affiliates and pursuantto subsection 91(1) of the Securities Act (Ontario)are deemed to be "acting jointly or in concert".

11. To the extent that 610 and 594 are consideredto be "acting jointly or in concert" for the purposesof Part XX of the Securities Act (Ontario), (i) theClass B Deposit Receipts of AT&T Canada Inc. held by 594would be included in the determination of the "offeror'ssecurities" (as defined in subsection 89(1) of the SecuritiesAct (Ontario)) for the purposes of the acquisition ofthe Transferred Deposit Receipts by 610 (the "Acquisition"),and (ii) the Acquisition would be a "take-over bid"(as defined in subsection 89(1) of the Securities Act(Ontario)).

12. The Acquisition will be exempt from therequirements of sections 95 to 100 of the Securities Act(Ontario) pursuant to clause 93(1)(c) of the SecuritiesAct (Ontario).

13. The Acquisition will be subject to therequirements of section 203.1 of the Regulation under theSecurities Act (Ontario) to file a Form 42 in respectthereof and pay the fees prescribed by subsection 32(1) ofSchedule I.

14. In the absence of the order requestedherein, the fee otherwise payable under clause 32(1)(b) ofSchedule I would be $73,365.32 (based on certain assumptions).

15. The Acquisition is part of a transactionamong wholly-owned subsidiaries of Rogers Communications Inc.and does not result in a change of beneficial ownership ofthe Transferred Deposit Receipts.

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

IT IS RULED, pursuant to subsection 59(1)of the Schedule, that the Applicant be exempt from the requirementto pay the fee otherwise payable pursuant to clause 32(1)(b)of the Schedule, provided that the minimum fee of $800.00 ispaid.

August 2, 2002.

"Howard I. Wetston"                    "RobertL. Shirriff"