Offer to purchase CLEARNET.pdf - About TELUS

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The Depositary for the Offers is: MONTREAL TRUST COMPANY OF CANADA By Mail Montreal Trust Company of Canada Reorganization Department Suite 600, 530 - 8th Avenue S.W. Calgary, Alberta T2P 3S8 Telephone: (403) 267-6555 Facsimile: (403) 266-1490 By Mail, Hand or Facsimile Transmission Vancouver Calgary Toronto Montreal Reorganization Department Reorganization Department Reorganization Department Reorganization Department 510 Burrard Street 530 - 8th Avenue S.W. 100 University Avenue 1800 McGill College Avenue 2nd Floor Suite 600 9th Floor 6th Floor Vancouver, British Columbia Calgary, Alberta T2P 3S8 Toronto, Ontario M5J 2Y1 Montréal, Québec H3A 3K9 V6C 3B9 Telephone: (403) 267-6555 Telephone: (416) 981-9633 Telephone: (514) 982-7555 Telephone: (604) 661-0222 Toll Free (In Canada and the Facsimile: (416) 981-9663 Facsimile: (514) 982-7347 Facsimile: (604) 661-9480 United States): 1-800-558-0046 Facsimile: (403) 266-1490 Offices of the U.S. Forwarding Agent: COMPUTERSHARE INVESTOR SERVICES, LLC By Hand or By Courier By Mail Computershare Investor Services, LLC Computershare Investors Services, LLC Wall Street Plaza Wall Street Station 88 Pine Street — 19th Floor P.O. Box 1023 New York, New York 10005 New York, New York 10268-1023 Telephone: (212) 701-7624 Telephone: (212) 701-7624 Fax: (212) 701-7636 Fax: (212) 701-7636 The Dealer Managers for the Offers are: In Canada: TD Securities Inc. J. P. Morgan Securities Canada Inc. 66 Wellington Street West Royal Bank Plaza 8th Floor, P.O. Box 1 South Tower, Suite 1800 Toronto Dominion Bank Tower, Toronto Dominion Centre Toronto, Ontario Toronto, Ontario M5K 1A2 M5J 2J2 In the United States: J.P. Morgan Securities Inc. TD Securities (U.S.A.) Inc. 60 Wall Street 31 West 52nd Street New York, New York New York, New York 10260 10019 The Information Agent is: Georgeson Shareholder Communications Inc. 17 State Street 10th Floor New York, New York 10004 Bankers and Brokers Call Collect: (212) 440-9800 All Others Call Toll Free: 1-800-223-2064 Any questions and requests for assistance may be directed by holders of Clearnet Shares to the Dealer Managers, the Information Agent or the Depositary at their respective telephone numbers and/or locations set out above.
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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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Page 85 and 86: 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 and 132: ANNEX A ADDITIONAL INFORMATION ADDI
Page 133 and 134: Fares F. Salloum President — Inte
Page 135: Officers Name and Position held wit
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