UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM F-X
APPOINTMENT OF AGENT FOR SERVICE OF PROCESS AND UNDERTAKING
A. Name of issuer or person filing ("Filer"): Rogers Communications Inc.
B. This is
[x] an original filing for the Filer
[ ] an amended filing for the Filer
C. Identify the filing in conjunction with which this Form is being filed:
Name of registrant: Rogers Communications Inc.
Form type: Form F-10
File Number: N/A
Filed by: Rogers Communications Inc.
Date Filed (if filed concurrently, so indicate): November 26, 2004 (filed
concurrently with Form F-10)
D. The Filer is incorporated or organized under the laws of British Columbia and
has its principal place of business at 333 Bloor Street East, 10th Floor,
Toronto, Ontario M4W 1G9, telephone number (416) 935-7777.
E. The Filer designates and appoints CT Corporation System ("Agent") located at
111 Eighth Avenue, 13th Floor, New York, New York 10011, telephone number (212)
894-8400, as the agent of the Filer upon whom may be served any process,
pleadings, subpoenas, or other papers in
(a) any investigation or administrative proceeding conducted by the Commission;
and
(b) any civil suit or action brought against the Filer or to which the Filer
has been joined as defendant or respondent, in any appropriate court in any
place subject to the jurisdiction of any state or of the United States or of any
of its territories or possessions or of the District of Columbia, where the
investigation, proceeding or cause of action arises out of or relates to or
concerns (i) any offering made or purported to be made in connection with the
securities registered or qualified by the Filer on Form F-10 on November 24,
2004 or any purchases or sales of any security in connection therewith; (ii) the
securities in relation to which the obligation to file an annual report on Form
40-F arises, or any purchases or sales of such securities; (iii) any tender
offer for the securities of a Canadian issuer with respect to which filings are
made by the Filer with the Commission on Schedule 13E-4F, 14D-1F or 14D-9F; or
(iv) the securities in relation to which the Filer acts as trustee pursuant to
an exemption under Rule 10a-5 under the Trust Indenture Act of 1939. The Filer
stipulates and agrees that any such civil suit or action or administrative
proceeding may be commenced by the service of process upon, and that service of
an administrative subpoena shall be effected by service upon such agent for
service of process, and that service as aforesaid shall be taken and held in all
courts and administrative tribunals to be valid and binding as if personal
service thereof had been made.
F. The Filer stipulates and agrees to appoint a successor agent for service of
process and to file an amended Form F-X if the Filer discharges the Agent or the
Agent is unwilling or unable to accept service on behalf of the Filer at any
time until six years have elapsed from the date the issuer of the securities to
which such Forms and Schedules relate has ceased reporting under the Exchange
Act.
The Filer further undertakes to advise the Commission promptly of any change
to the Agent's name or address during the applicable period by amendment of this
Form, referencing the file number of the relevant form in conjunction with which
the amendment is being filed.
G. Each person filing this Form, other than a trustee filing in accordance with
General Instruction I.(a) of this Form, undertakes to make available, in person
or by telephone, representatives to respond to inquiries made by the Commission
staff, and to furnish promptly, when requested to do so by the Commission staff,
information relating to: the Forms, Schedules and offering statements described
in General Instructions I.(a), I.(b), I.(c), I.(d) and I.(f) of this Form, as
applicable; the securities to which such Forms, Schedules and offering
statements relate; and the transactions in such securities.
The Filer certifies that it has duly caused this power of attorney,
consent, stipulation and agreement to be signed on its behalf by the
undersigned, thereunto duly authorized, in the City of Toronto, Province of
Ontario, Country of Canada, this 24th day of April, 2004.
Filer: ROGERS COMMUNICATIONS INC.
By: /s/ Alan D. Horn
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Name: Alan D. Horn
Title: Vice President, Finance and Chief Financial Officer
By: /s/ M. Lorraine Daly
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Name: M. Lorraine Daly
Title: Vice President, Treasurer
This statement has been signed by the following person in the capacity and
on the date indicated.
CT CORPORATION SYSTEM
as Agent for Service of Process for Rogers Communications Inc.
By: /s/ Jill E. Kranz
----------------------------------------------------------
Name: Jill E. Kranz
Title: Assistant Secretary
Date: November 24, 2004