EX-99.1 2 ex991.htm MATERIAL CHANGE REPORT DATED OCTOBER 27, 2005

Material Change Report dated October 27, 2005

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 Change

October 24, 2005

Item 3 News Release

A news release was issued through Canada NewsWire on October 24, 2005.

Item 4 Summary of Material Change

On October 24, 2005, Rogers announced that it issued 17,142,857 of its Class B Non-voting shares to Microsoft R-Holdings, Inc. (“Microsoft”), a subsidiary of Microsoft Corporation, pursuant to the notice of conversion received from Microsoft with respect to the C$600 million 5 ½% Convertible Preferred Securities due August 2009.

Item 5 Full Description of Material Change

See the press release attached hereto as Schedule A for a full description of the material change.

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

October 27, 2005

                    SCHEDULE A

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

    Attention Business Editors:

    Rogers Issues Shares to Microsoft upon Conversion of Preferred
    Securities

    TORONTO, Oct. 24 /CNW/ - Rogers Communications Inc. ("Rogers" or the
"Company") announced that it today issued 17,142,857 of its Class B Non-voting
shares to Microsoft R-Holdings, Inc. ("Microsoft"), a subsidiary of Microsoft
Corporation. The issuance of these shares is further to Rogers' press release
of October 17, 2005 announcing the notice of conversion received from
Microsoft with respect to the C$600 million 5 1/2% Convertible Preferred
Securities due August 2009.

    About the Company:
    Rogers Communications (TSX: RCI; NYSE: RG) 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/GPRS technology platform; Rogers Cable is Canada's largest cable
television provider offering cable television, high-speed Internet
access,voice-over-cable telephony services and video retailing; and Rogers
Media is Canada's premier collection of category leading media assets with
businesses in radio, television broadcasting, television shopping, publishing
and sports entertainment. On July 1, 2005, Rogers completed the acquisition of
Call-Net Enterprises Inc. (now Rogers Telecom Holdings Inc.), a national
provider of voice and data communications services. For further information
about the Rogers group of companies, please visit www.rogers.com.

    %SEDAR: 00003765EF          %CIK: 0000733099

    /For further information: Bruce M. Mann, (416) 935-3532,
bruce.mann(at)rci.rogers.com; Eric A. Wright, (416) 935-3550,
eric.wright(at)rci.rogers.com;
Archived images on this organization are searchable through CNW Photo Archive
website at http://photos.newswire.ca. Images are free to accredited members of
the media./
    (RCI.MV.A. RCI.NV.B. RG)

CO:  Rogers Communications Inc.

CNW 16:29e 24-OCT-05