Offer to purchase CLEARNET.pdf - About TELUS

The accompanying Circular, which is incorporated into and forms part of the Offers to Purchase, contains important
information which should be read carefully before making a decision with respect to an Offer.
OFFERS TO PURCHASE
12
September 20, 2000
TO THE HOLDERS OF CLEARNET SHARES
1. The Offers
The Offerors hereby offer to purchase, on and subject to the terms and conditions hereinafter specified, all
of the issued and outstanding Clearnet Shares (other than those owned by the Offerors or their associates or
affiliates), including Clearnet Shares which become outstanding on the exercise of options, warrants or other
rights to purchase or acquire Clearnet Shares, including on the conversion of the Clearnet Convertible
Debentures, for consideration at the election of the Shareholders of:
(i) $70.00 in cash for each Clearnet Non-Voting Share, Class C Share or Class D Share or $0.70 in cash for
each Class B Share (the ‘‘Cash Alternative’’);
(ii) 1.636 TELUS Non-Voting Shares for each Clearnet Non-Voting Share, Class C Share or Class D Share
or 0.01636 TELUS Non-Voting Share for each Class B Share (the ‘‘Share Alternative’’); or
(iii) a combination of the foregoing (the ‘‘Combination Alternative’’);
subject to proration as set forth below.
Shareholders who otherwise validly accept an Offer but fail in the Letter of Transmittal or Notice of
Guaranteed Delivery, as applicable, to properly elect to tender the Clearnet Shares under the Cash Alternative,
the Share Alternative or the Combination Alternative shall be deemed to have elected the Share Alternative in
respect of such Clearnet Shares. In addition, Shareholders who elect the Cash Alternative or the Combination
Alternative may receive a combination of a reduced amount of cash and an appropriate number of TELUS
Non-Voting Shares for each Clearnet Share to the extent contemplated by the prorating provisions described
herein and Shareholders who elect the Share Alternative or the Combination Alternative may receive a
combination of a reduced number of TELUS Non-Voting Shares and an appropriate amount of cash for each
Clearnet Share to the extent contemplated by the proration provisions described herein.
A Shareholder wishing to accept an Offer must tender all of the Shareholder’s Clearnet Shares to
Acquisition Co. unless the Shareholder is an Eligible Shareholder. An Eligible Shareholder may make an
election to tender the portion of such Clearnet Shares which are considered to be exchanged for TELUS
Non-Voting Shares (the ‘‘Share Portion’’, as described below) to TELUS for the purpose of achieving a
tax-deferred rollover. See ‘‘Canadian Federal Income Tax Considerations’’ in the Circular. The Letter of
Transmittal and the Notice of Guaranteed Delivery accompanying these Offers and Circular sets forth the
manner in which Eligible Shareholders may elect to tender the Share Portion of their Clearnet Shares to
TELUS. Eligible Shareholders who otherwise validly accept an Offer in respect of the tendered Clearnet Shares
but do not elect in the Letter of Transmittal or the Notice of Guaranteed Delivery to tender the Share Portion of
such Clearnet Shares to TELUS under the Offers shall be deemed to have elected to tender such Clearnet
Shares to Acquisition Co. and will not qualify for a tax-deferred rollover for Canadian federal income tax
purposes. A Shareholder who elects in the Letter of Transmittal or the Notice of Guaranteed Delivery to tender
the Share Portion of their Clearnet Shares to TELUS will be required to represent that the Shareholder is an
Eligible Shareholder. In the event that the Offerors have reason to question the Eligible Shareholder status of a
Shareholder who has made such an election, the Offerors shall determine whether the Shareholder is an Eligible
Shareholder and such determination shall be final and binding on all parties.
Where an Eligible Shareholder makes an election as described in the preceding paragraph, the Share
Portion of such Shareholder’s Clearnet Shares (or shares of a particular class of Clearnet Shares, where the
Shareholder disposes of shares of more than one class of Clearnet Shares) will be equal to the fraction obtained
by dividing the fair market value of the TELUS Non-Voting Shares received by the Shareholder (excluding cash
received in lieu of a fractional share) by the aggregate of the fair market value of such TELUS Non-Voting