TORONTO, Dec. 18, 2019 /CNW/ - Rogers Control Trust (the "Trust") announced today that a private Rogers family holding company controlled by the Trust has agreed to purchase 5,689,900 Class A voting shares (the "Purchased Shares") of Rogers Communications Inc. ("RCI") for an aggregate purchase price of $394,025,575, or $69.25 per share, pursuant to a private agreement with a third party.
The Purchased Shares represent approximately 5.12% of the issued and outstanding Class A voting shares of RCI as of today's date. Prior to this purchase, private Rogers family holding companies controlled by the Trust owned 102,232,198 Class A voting shares of RCI, representing approximately 91.97% of the issued and outstanding Class A voting shares of RCI. After giving effect to this purchase, such family holding companies will own 107,922,098 Class A voting shares of RCI, representing approximately 97.09% of the issued and outstanding Class A voting shares of RCI. In addition, private Rogers family holding companies also hold 38,508,700 Class B non-voting shares of RCI, representing approximately 9.71% of the outstanding Class B non-voting shares of RCI.
The Purchased Shares are being acquired by way of a private agreement with a single vendor at a price per share not exceeding 115% of the market price of the Class A voting shares of RCI and in reliance on the "private agreement exemption" under section 4.2(1) of National Instrument 62-104 – Take-Over Bids and Issuer Bids. The acquisition of the Purchased Shares will not take place through the facilities of any market for the Class A voting shares of RCI.
The Purchased Shares are being acquired for investment purposes. The private Rogers family holding companies controlled by the Trust will continue to review their investment alternatives and may acquire additional Class A voting shares or Class B non-voting shares of RCI.
This press release is being issued pursuant to National Instrument 62-103 – The Early Warning System and Related Take-Over Bid and Insider Reporting Issues, which requires a report to be filed under RCI's profile on SEDAR (www.sedar.com) containing additional information respecting the foregoing matters. A copy of such report may be obtained by contacting the Secretary of Rogers Communications Inc. at 333 Bloor Street East, 10th Floor, Toronto, Ontario, M4W 1G9, Tel: 416-935-7777.
About the Trust:
The Trust holds voting control of RCI. The equity of private Rogers family holding companies is owned by members of the Rogers family and trusts for their benefit.
For additional information about the Trust and its governance structure, reference is made to RCI's management information circular dated March 6, 2019 under the heading "Outstanding Shares and Main Shareholders".
SOURCE Rogers Control Trust
For further information: Robert G. Reeves, RRBL Holdings (2015) Inc., [email protected]