Offer to purchase CLEARNET.pdf - About TELUS

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Pierre Choquette President and Chief Executive Officer, Methanex Corporation 1800 Waterfront Centre 200 Burrard Street Vancouver, BC V6C 3M1 G. N. (Mel) Cooper Chairman and Chief Executive Officer, Seacoast Communications Group Inc. (broadcasting company) The Mellor Building 825 Broughton Street Victoria, BC V8W 1E5 David L. Emerson President and Chief Executive Officer, Canfor Corporation (integrated forest products company) Suite 2900, 1055 Dunsmuir St. P.O. Box 49420, Bentall Postal Stn. Vancouver, BC V7X 1B6 Iain J. Harris Chairman and Chief Executive Officer, Summit Holdings Ltd. (investment and holding company) 906 - 1111 West Hastings St. Vancouver, B.C. V6E 2J3 John S. Lacey Chairman, Loewen Group Inc. 4126 Norland Avenue Burnaby, BC V5G 3S8 Richard J. LeLacheur Chairman, Workers’ Compensation Board, Alberta President and Chief Executive Officer Edmonton 2001 World Championships in Athletics #201, 10044 - 108th Street Edmonton, AB T5J 3S7 Michael T. Masin President and Vice-Chairman, Verizon Communications Inc. (holding company of consolidated group of telecommunications companies) 1095 Avenue of the Americas 39th Floor, Room 3922 New York, N.Y. USA 10036 Harold P. Milavsky Chairman, Quantico Capital Corp. (investment company) 1920 Bankers Hall 855 - 2nd Street SW Calgary, AB T2P 4J7 Walter B. O’Donoghue Partner, Bennett Jones (law firm) 4500 Bankers Hall East 866 2nd St. S. W. Calgary, Alberta T2P 4U7 A-2
Fares F. Salloum President — International — the Americas, Verizon Communications Inc. (holding company of consolidated group of telecommunications companies) 5221 North O’Connor Blvd. Irving, Texas 75039 Dr. Geraldine B. Sinclair President and Chief Executive Officer, NCompass Labs Inc. (developer of Internet Software) and Executive Director, ExCITE Centre (multimedia research and development centre) 2nd Floor 321 Water Street Vancouver, BC V6B 1B8 Donald Woodley President, The Fifth Line Enterprise RR 1 Orangeville, ON L9W 2Y8 All of the directors of TELUS have held the principal occupations set forth above or executive positions with the same companies or firms referred to, or with affiliates or predecessors thereof, for the past five years except as follows: Darren Entwistle has held various senior executive positions, most recently President, with Cable & Wireless plc from 1993 to mid 2000; Brian A. Canfield was President and Chief Executive Officer of TELUS from September 22, 1999 to June 30, 2000; David L. Emerson was President and Chief Executive Officer of the Vancouver International Airport Authority prior to January 1998; John S. Lacey was President and Chief Executive Officer of Oshawa Group Inc. from August 1998 to December 1998, the President and Chief Executive Officer of Western International Communications from November 1996 to July 1998 and President and Chief Executive Officer of Scotts Hospitality Inc. prior to October 1996; Richard J. LeLacheur was the President and Chief Executive Officer of Economic Development Edmonton prior to March 1998; Fares F. Salloum prior to July 1995 was Vice President, Emerging Services of TELUS Communication (B.C.) Inc. (‘‘TC(BC)’’) and from July 1995 to July 1997 was Executive Vice President, Communication Services of BC TELECOM Inc. (‘‘BC TELECOM’’) and TC(BC); and Donald P. Woodley was the President of Compaq Canada Inc. (computer technology company) prior to February 1997 and was President, Oracle Corporation Canada Inc. (software company) from February 1997 to September 1999. Officers Name and Position held with TELUS Darren Entwistle President and Chief Executive Officer Barry A. Baptie Executive Vice President, Finance and Chief Financial Officer Roy A. Osing Executive Vice President and President, TELUS Advanced Communications Ian D. Mansfield Executive Vice President and President, TELUS Communications James W. Peters Executive Vice President, Corporate Development and Corporate Affairs and General Counsel Judy Shuttleworth Executive Vice President, Human Resources A-3
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No securities commission or similar
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QUESTIONS AND ANSWERS ABOUT THE OFF
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outstanding voting shares of Clearn
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WHERE YOU CAN OBTAIN MORE INFORMATI
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SUMMARY The following is a summary
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Commitment to Accept the Offers by
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Selected Historical and Pro Forma C
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DEFINITIONS In the accompanying Sum
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‘‘Governmental Entity’’ mea
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‘‘Shareholders Agreements’’
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Shares and the amount of cash recei
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shares into the Depositary’s acco
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the person or persons specified by
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(l) neither TELUS nor the Banks bec
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condition of the Offers specified u
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(f) the Holdco Shareholder properly
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Notice of any determination regardi
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The Offers are not being made to, n
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On July 14, 2000, Darren Entwistle,
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espect of such Acquisition Proposal
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etter positioned to take advantage
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The funds obtained pursuant to the
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part of its national strategy, TELU
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to require holders of TELUS Non-Vot
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‘‘Dividends’’ in TELUS’ A
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systems. Change in the regulation o
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(b) the management proxy circular o
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COMMITMENTS TO ACQUIRE SECURITIES O
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the proposed transaction is likely
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ACQUISITION OF CLEARNET SHARES NOT
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least equal in value to the conside
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Beneficial owners of Clearnet Conve
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separately dispose of the balance o
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also be taxable Canadian property w
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No brokerage fees or commissions wi
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CONSENT OF AUDITORS To: British Col
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CERTIFICATE OF 612459 B.C. LTD. The
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MANAGEMENT’S REPORT Management is
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TELUS CORPORATION (FORMERLY BCT.TEL
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TELUS CORPORATION (FORMERLY BCT.TEL
Page 81 and 82: TELUS CORPORATION (FORMERLY BCT.TEL
Page 87 and 88: 4. FINANCING COSTS TELUS CORPORATIO
Page 105 and 106: SCHEDULE II TELUS CORPORATION UNAUD
Page 107 and 108: COMPILATION REPORT To the Directors
Page 109 and 110: TELUS CORPORATION PRO FORMA CONSOLI
Page 111 and 112: TELUS CORPORATION NOTES TO THE PRO
Page 119 and 120: TELUS CORPORATION PRO FORMA CONSOLI
Page 127 and 128: SCHEDULE III TELUS CORPORATION U.S.
Page 129 and 130: The following table restates the ma
Page 131: ANNEX A ADDITIONAL INFORMATION ADDI
Page 135 and 136: Officers Name and Position held wit
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