Form 6-K ROGERS COMMUNICATIONS By: March 16
Article 6 ?? Conventions, arrangements, covenants or understandings relating to the securities of the reporting issuer
Describe the material terms of any agreement, arrangement, commitment or arrangement between the acquirer and a joint actor and between such persons and any person with respect to the securities of the class of securities to which this report relates, including, but without limitation, the transfer or voting of any of the securities, finder’s fees, joint ventures, loan or option agreements, profit guarantees, profit or loss sharing, or the granting or withholding of proxies. Include this information for securities that are pledged or otherwise subject to a contingency, the occurrence of which would give another person voting rights or investment power over such securities, except that it is not necessary that the disclosure of standard default and similar provisions contained in loan agreements be understood.
See point 2.2 above.
At the same time as the signing of the arrangement agreement, RCI entered into a voting support agreement (the ??VSA??) with SFLT. Pursuant to the VSA, SFLT irrevocably agreed to exercise the voting rights for all the shares it owns or controls (i.e. 17,662,400 Class A shares and 33,057,068 Class B shares, representing 79% of the shares of class A outstanding and 6.94% of the class B shares at the date hereof) in favor of the Transaction and against any concurrent transaction (on ??Securities concerned??). SFLT has irrevocably agreed that 60% of the purchase price payable for the affected securities will be paid in the form of RCI shares (based on the volume-weighted average price of the RCI shares for the 10 trading days ending 12 March 2021) and the balance in cash. The VSA includes certain transfer restrictions prohibiting SFLT and its affiliates from directly or indirectly selling or assigning the relevant Securities until the Transaction is completed or the VSA is terminated (subject to customary permitted transfer exceptions). Also in connection with the signing of the Arrangement Agreement, RCI has entered into voting and support agreements with the directors and certain officers of Shaw, pursuant to which they have agreed to exercise the voting rights attached to their shares. respective companies in favor of the transaction.
RCI has secured loan commitments to finance the portion of the purchase price payable in cash.
The description of the terms of the Arrangement Agreement and the VSA contained herein is only a summary and is limited in its entirety by the terms of the Arrangement Agreement and the VSA, which will be filed by Shaw under the Shaw’s profile at www.sedar.com.
Article 7 ?? Material change of fact
If applicable, describe any change in a material fact set out in a previous report filed by the acquirer under the early warning requirements or Part 4 in respect of the securities of the reporting issuer.
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