Offer to purchase CLEARNET.pdf - About TELUS

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on any Take-up Date including the number of Clearnet Non-Voting Shares, Class C Shares and Class D Shares being acquired through any Holding Company under a Holdco Agreement plus (ii) $0.35 times the Class B Shares to be taken up and paid for on any Take-up Date including the number of Class B Shares being acquired through any Holding Company under a Holdco Agreement. ‘‘Maximum Take-up Date Share Consideration’’ means the number of TELUS Non-Voting Shares equal to (i) .818 (being 50% of 1.636) times the aggregate of all Clearnet Non-Voting Shares, Class C Shares, and Class D Shares to be taken up and paid for on any Take-up Date including the number of Clearnet Non-Voting Shares, Class C Shares and Class D Shares being acquired through any Holding Company under a Holdco Agreement plus (ii) .00818 times the Class B Shares to be taken up and paid for on any Take-up Date, including the number of Class B Shares being acquired through any Holding Company under a Holdco Agreement, rounded down to the nearest whole number. ‘‘Minimum Deposit Condition’’ has the meaning ascribed thereto in subsection (a) of Section 4 of the Offers to Purchase, ‘‘Conditions of the Offers’’. ‘‘Minister’’ means the Minister of Industry for Canada of the Department of Industry or any officer or official thereof, as the context requires. ‘‘NASDAQ’’ means the National Association of Securities Dealers Automated Quotation System National Market. ‘‘Notice of Guaranteed Delivery’’ means the Notice of Guaranteed Delivery for Deposit of Clearnet Shares in the form accompanying the Offers to Purchase and Circular, or a facsimile thereof. ‘‘NYSE’’ means the New York Stock Exchange. ‘‘Offer’’ means the offer to acquire Clearnet Non-Voting Shares, the offer to acquire Class B Shares, the offer to acquire Class C Shares or the offer to acquire Class D Shares, and ‘‘Offers’’ means the Offer to acquire Clearnet Non-Voting Shares, the Offer to acquire Class B Shares, the Offer to acquire Class C Shares and the Offer to acquire Class D Shares, collectively. For greater certainty, each of the Offers is a separate Offer to purchase and each Offer may be extended, varied or changed, and the condition or conditions of any Offer may be waived without similarly extending, varying or changing the other Offers or waiving a condition or the conditions of the other Offers. ‘‘Offerors’’ means TELUS and Acquisition Co., and ‘‘Offeror’’ means either one of them. ‘‘Offer Period’’ means the period commencing on the date hereof and ending at the Expiry Time. ‘‘OSC’’ means the Ontario Securities Commission. ‘‘OSC Rule 61-501’’ means Rule 61-501 of the OSC. ‘‘PCS’’ means personal communications service. ‘‘Person’’ includes an individual, body corporate, partnership, syndicate or other form of unincorporated entity. ‘‘Policy Q-27’’ means Policy Statement No. Q-27 of the CVMQ. ‘‘QuébecTel Group’’ means The QuébecTel Group Inc. ‘‘QuébecTel Territory’’ means the traditional serving territory of QuébecTel Communications Inc. in the Province of Quebec. ‘‘Radiocommunication Act’’ means the Radiocommunication Act, R.S.C. 1985, c. R-2 and the regulations thereunder, as amended. ‘‘Share Alternative’’ has the meaning ascribed thereto in subsection (b) of Section 1 of the Offers to Purchase, ‘‘The Offers’’. ‘‘Shareholders’’ mean the holders of Clearnet Shares and where the context so requires include the Holdco Shareholders. 10
‘‘Shareholders Agreements’’ means the Lock-up Agreements, the hold agreements dated August 20, 2000 among TELUS and each of Nextel International, Inc. and Motorola Canada Limited with respect to holdings of TELUS Non-Voting Shares, and the non-competition agreements dated August 20, 2000 among TELUS, Clearnet and each of Lenbrook Inc. and Madison Dearborn Capital Partners, L.P. ‘‘Specific TELUS Event’’ means any material adverse change in TELUS which occurs as a result of an act of God, hurricane, tornado, epidemic, landslide, earthquake, an act of public enemy, war (declared or undeclared), insurrection, embargo, general unrest or restraint of government and people or similar occurrence. ‘‘Spectrum Auction’’ means the auction by the Minister of radio frequency spectrum in the 1.9 to 2 GHz frequency band expected to commence in November, 2000. ‘‘Spectrum Cap’’ means the spectrum aggregation limit for radiocommunication carriers (as such term is defined in the Radiocommunication Act) as determined by the Minister. ‘‘Subsequent Acquisition Transaction’’ has the meaning ascribed thereto under ‘‘Acquisition of Clearnet Shares Not Deposited Under the Offers — Subsequent Acquisition Transactions’’ in the Circular. ‘‘subsequent offering period’’ has the meaning ascribed thereto in Section 5 of the Offers to Purchase, ‘‘Extensions, Variation or Change in the Offers’’. ‘‘subsidiary’’ means, with respect to a specified body corporate, any body corporate of which more than 50% of the outstanding shares ordinarily entitled to elect a majority of the board of directors thereof (whether or not shares of any other class or classes shall or might be entitled to vote upon the happening of any event or contingency) are at the time owned directly or indirectly by such specified body corporate and shall include any body corporate, partnership, joint venture or other entity over which it exercises direction or control or which is in a like relation to a subsidiary. ‘‘Superior Proposal’’ has the meaning ascribed thereto under ‘‘Background to the Offers — Support Agreement’’ in the Circular. ‘‘Support Agreement’’ means the agreement dated August 20, 2000 between TELUS and Clearnet pursuant to which the board of directors of Clearnet, among other things, agreed to recommend to Shareholders that they accept the Offers and tender their Clearnet Shares to support the Offers, as more particularly discussed under ‘‘Background to the Offers — Support Agreement’’ in the Circular. ‘‘Take-up Date’’ means a date upon which the Offerors take-up or accept for purchase Clearnet Shares tendered pursuant to an Offer. ‘‘Tax Act’’ means the Income Tax Act (Canada), as amended. ‘‘Telecommunications Act’’ means the Telecommunications Act, S.C. 1993, c. 38 and the regulations thereunder, as amended. ‘‘TELUS’’ means TELUS Corporation, and in the Circular where the context so requires, includes its subsidiaries. ‘‘TELUS Common Shares’’ means the Common Shares in the capital of TELUS. ‘‘TELUS Mobility’’ means the divisions of TELUS Communications Inc. and TELUS Mobility Cellular Inc. which provide wireless communications services. ‘‘TELUS Non-Voting Shares’’ means the Non-Voting Shares in the capital of TELUS. ‘‘TELUS Shares’’ means, collectively, the TELUS Common Shares and the TELUS Non-Voting Shares. ‘‘Termination Date’’ means November 30, 2000. ‘‘TIC’’ means TELUS Integrated Communications. ‘‘TSE’’ means The Toronto Stock Exchange. ‘‘United States’’ or ‘‘U.S.’’ means the United States of America, its territories and possessions, any State of the United States and the District of Columbia. ‘‘U.S. Forwarding Agent’’ means Computershare Investor Services, LLC at the office specified in the Letter of Transmittal. 11
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 and 14: Selected Historical and Pro Forma C
Page 15 and 16: DEFINITIONS In the accompanying Sum
Page 17: ‘‘Governmental Entity’’ mea
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
Page 69 and 70:
No brokerage fees or commissions wi
Page 71 and 72:
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
Page 135 and 136:
Officers Name and Position held wit
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