Offer to purchase CLEARNET.pdf - About TELUS

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U.S. Federal Income Tax Considerations The exchange of Clearnet Shares for TELUS Non-Voting Shares and/or cash under the Offers will be a taxable transaction for United States federal income tax purposes. See ‘‘United States Federal Income Tax Considerations’’ in the Circular. Financial Advisors, Dealer Managers and Soliciting Dealer Group TD Securities Inc. and J.P. Morgan & Co. Inc. have been retained to act as financial advisors to TELUS. In addition, in Canada TD Securities Inc. and J. P. Morgan Securities Canada Inc. and in the United States J. P. Morgan Securities Inc. and TD Securities (U.S.A.) Inc. have been retained as the dealer managers for the Offers. In Canada, TD Securities Inc. and J.P. Morgan Securities Canada Inc. will form a soliciting dealer group comprising members of the Investment Dealers Association of Canada to solicit acceptance of the Offers. TELUS will pay soliciting dealers certain fees, as described under ‘‘Other Matters Relating to the Offers — Financial Advisors, Dealer Managers and Soliciting Dealer Group’’ in the Circular. Depositary and U.S. Forwarding Agent We have engaged Montreal Trust Company of Canada as the Depositary and Computershare Investor Services, LLC as the U.S. Forwarding Agent for the receipt of certificates in respect of Clearnet Shares and Letters of Transmittal deposited under the Offers. In addition, the Depositary will receive Notices of Guaranteed Delivery deposited under the Offers at its Toronto office specified in the Notice of Guaranteed Delivery. The duties of the Depositary also include assisting in settling under the Offers. See ‘‘Other Matters Relating to the Offers — Depositary and U.S. Forwarding Agent’’ in the Circular. No brokerage fees or commissions will be payable by any Shareholder who deposits Clearnet Shares directly with the Depositary or the U.S. Forwarding Agent or who uses the services of the Dealer Manager or a member of the soliciting dealer group to accept the Offers. Shareholders should contact the Dealer Manager, the Depositary, the U.S. Forwarding Agent or a broker or dealer for assistance in accepting the Offers and in depositing Clearnet Shares with the Depositary or the U.S. Forwarding Agent. See ‘‘Other Matters Relating to the Offers — Financial Advisors, Dealer Managers and Soliciting Dealer Group’’ in the Circular. 6
DEFINITIONS In the accompanying Summary, Offers to Purchase and Circular, unless the context otherwise requires, the following terms have the meanings indicated: ‘‘1933 Act’’ means the United States Securities Act of 1933, as amended. ‘‘1934 Act’’ means the United States Securities Exchange Act of 1934, as amended. ‘‘Acquisition Co.’’ means 612459 B.C. Ltd. ‘‘Acquisition Proposal’’ means any merger, amalgamation, consolidation, business combination, strategic alliance, recapitalization, liquidation, take-over bid, sale of material assets (or any lease, long term supply agreement or other arrangement having the same effect as a sale of material assets), any material sale of treasury shares or rights or interests therein or thereto or similar transactions involving Clearnet or any Material Subsidiaries of Clearnet, or a bona fide proposal to do so, excluding the Offers and any Compulsory Acquisition or Subsequent Acquisition Transaction as contemplated in the Support Agreement. ‘‘affiliate’’ has the meaning ascribed thereto in the Securities Act (Ontario). ‘‘Agency’’ means any domestic or foreign court or tribunal or governmental agency or other regulatory authority or administrative agency or commission or any elected or appointed public official. ‘‘Average Price’’ means the simple average of the weighted average trading price of a TELUS Non-Voting Share for the five trading days on the TSE ending on the third business day prior to the Take-up Date. ‘‘associate’’ has the meaning ascribed thereto in the Securities Act (Ontario). ‘‘Banks’’ means the financial institutions providing the funds to TELUS pursuant to the Commitment Letter. ‘‘Book-Entry Transfer Facility’’ means The Depository Trust Company. ‘‘Business Day’’ means any day, other than Saturday, Sunday or a statutory holiday in the Provinces of British Columbia or Ontario or a federal holiday in the United States or a civic holiday in Vancouver or Toronto. ‘‘Cash Alternative’’ has the meaning ascribed thereto in subsection (a) of Section 1 of the Offers to Purchase, ‘‘The Offers’’. ‘‘CBCA’’ means the Canada Business Corporations Act, R.S.C. 1985, c. C-44 and the regulations thereunder, as amended. ‘‘CDMA’’ means Code Division Multiple Access, a digital technology for use in mobile phone systems. ‘‘Circular’’ means the take-over bid circular accompanying the Offers to Purchase and forming part thereof. ‘‘Class B Shares’’ means the Class B Shares in the capital of Clearnet. ‘‘Class C Shares’’ means the Class C Subordinate Voting Shares in the capital of Clearnet. ‘‘Class D Shares’’ means the Class D Subordinate Voting Shares in the capital of Clearnet. ‘‘CLEC’’ means a competitive local exchange carrier. ‘‘Clearnet’’ means Clearnet Communications Inc. and in the Circular, where the context so requires includes its subsidiaries. ‘‘Clearnet Convertible Debentures’’ means the convertible debentures of Clearnet issued pursuant to the indenture dated as of June 8, 2000 between Clearnet and Montreal Trust Company of Canada, as amended and supplemented by a first supplemental indenture dated June 19, 2000. ‘‘Clearnet Non-Voting Shares’’ means the Class A Non-Voting Shares in the capital of Clearnet. ‘‘Clearnet Option Plan’’ means the Employee Stock Option Plan of Clearnet, as amended from time to time. ‘‘Clearnet Options’’ mean the options under the Clearnet Option Plan. ‘‘Clearnet Optionholders’’ means the holders of options under the Clearnet Option Plan. 7
Page 1 and 2: No securities commission or similar
Page 3 and 4: QUESTIONS AND ANSWERS ABOUT THE OFF
Page 5 and 6: outstanding voting shares of Clearn
Page 7 and 8: WHERE YOU CAN OBTAIN MORE INFORMATI
Page 9 and 10: SUMMARY The following is a summary
Page 11 and 12: Commitment to Accept the Offers by
Page 13: Selected Historical and Pro Forma C
Page 17 and 18: ‘‘Governmental Entity’’ mea
Page 19 and 20: ‘‘Shareholders Agreements’’
Page 21 and 22: Shares and the amount of cash recei
Page 23 and 24: shares into the Depositary’s acco
Page 25 and 26: the person or persons specified by
Page 27 and 28: (l) neither TELUS nor the Banks bec
Page 29 and 30: condition of the Offers specified u
Page 31 and 32: (f) the Holdco Shareholder properly
Page 33 and 34: Notice of any determination regardi
Page 35 and 36: The Offers are not being made to, n
Page 37 and 38: On July 14, 2000, Darren Entwistle,
Page 39 and 40: espect of such Acquisition Proposal
Page 41 and 42: etter positioned to take advantage
Page 43 and 44: The funds obtained pursuant to the
Page 45 and 46: part of its national strategy, TELU
Page 47 and 48: to require holders of TELUS Non-Vot
Page 49 and 50: ‘‘Dividends’’ in TELUS’ A
Page 51 and 52: systems. Change in the regulation o
Page 53 and 54: (b) the management proxy circular o
Page 55 and 56: COMMITMENTS TO ACQUIRE SECURITIES O
Page 57 and 58: the proposed transaction is likely
Page 59 and 60: ACQUISITION OF CLEARNET SHARES NOT
Page 61 and 62: least equal in value to the conside
Page 63 and 64: Beneficial owners of Clearnet Conve
Page 65 and 66:
separately dispose of the balance o
Page 67 and 68:
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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4. FINANCING COSTS TELUS CORPORATIO
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SCHEDULE II TELUS CORPORATION UNAUD
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COMPILATION REPORT To the Directors
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TELUS CORPORATION PRO FORMA CONSOLI
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TELUS CORPORATION NOTES TO THE PRO
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TELUS CORPORATION PRO FORMA CONSOLI
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SCHEDULE III TELUS CORPORATION U.S.
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The following table restates the ma
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ANNEX A ADDITIONAL INFORMATION ADDI
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Fares F. Salloum President — Inte
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Officers Name and Position held wit
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