Exemption Orders (Discretionary)
ROGERS WIRELESS INC.
2001 BCSECCOM 449
IN THE MATTER OF THE COMPANY ACT
R.S.B.C. 1996, c. 62
AND
IN THE MATTER OF ROGERS WIRELESS INC.
Exemption Order Under Section 87 of the Company Act
[para 1]
WHEREAS Rogers Wireless Inc. (the “Corporation”) has applied to the Executive Director under section 87(2) of the Company Act, R.S.B.C. 1996, c. 62 (the “Company Act”) for an order that sections 86 to 97 of the Company Act do not apply to the trust indenture (the “Indenture”) entered into between the Corporation and The Chase Manhattan Bank (the “Trustee”), in connection with the issue issuance by the Corporation of up to U.S.$500,000,000 of Senior Secured Notes (“Notes”);
[para 2]
AND WHEREAS the Corporation has represented to the Executive Director that:
1. the Corporation was amalgamated under the Canada Business Corporations Act, is a reporting issuer under the Securities Act, R.S.B.C. 1996, c. 418 and is not in default of any requirement of the Securities Act R.S.B.C. 1996, c. 418 or the Securities Rules, B.C. Reg. 194/97;
2. as of April 19, 2001, the authorized capital of the Corporation consisted of unlimited Class A Preferred shares, unlimited Class B Preferred shares and unlimited Class A Common shares, of which 1,603,618 Class A Common shares were issued and outstanding;
3. the Trustee was incorporated under the laws of the state of New York as a chartered trust company;
4. the Notes will be issued under the Indenture whichwill be governed by the laws of the state of New York;
5. the Notes are expected to be sold in April or May, 2001 in the United States of America to qualified institutional buyers in compliance with the exemption from registration provided by Rule 144A and, in transactions outside of the United States of America, in reliance on Regulation S under the Securities Act of 1933; of the United States of America;
6. any Notes sold in Canada, or to a resident of Canada, will be sold in compliance with applicable securities legislation, rules and policies;
7. the Indenture is not presently governed by the United States Trust Indenture Act of 1939 of the United States of America (the “Trust Indenture Act”), however, the Indenture will comply in all material respects with the provisions of the Trust Indenture Act of 1939 that are substantially similar to the provisions of sections 86 to 97 of the Company Act;
8. the issuance of the Notes will be made in compliance accordance with the applicable laws of the jurisdiction in which they are being issued; and
9. the Deputy Director under the Canada Business Corporations Act issued an order on March 26, 2001 exempting the Indenture Issuer from the trust indenture provisions of Part VIII of the Canada Business Corporations Act;
[para 3]
AND WHEREAS the Executive Director considers that to do so would not be prejudicial to the public interest;
[para 4]
IT IS ORDERED under section 87(2) of the Company Act that sections 86 to 97 of the Company Act do not apply to the Indenture provided that the Indenture complies in all material respects with the provisions of the Trust Indenture Act of 1939 that are substantially similar to the provisions of sections 86 to 97 of the Company Act.
[para 5]
DATED April 30, 2001
Derek E. Patterson
Manager