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Offer to purchase CLEARNET.pdf - About TELUS

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(b) the management proxy circular of <strong>TELUS</strong> dated March 20, 2000 in connection with the annual meeting<br />

of shareholders held on May 3, 2000, other than the Sections entitled ‘‘Report on Executive<br />

Compensation’’ and ‘‘Performance Graph’’;<br />

(c) the unaudited interim consolidated financial statements of <strong>TELUS</strong> for the three months ended<br />

March 31, 2000 and for the six months ended June 30, 2000; and<br />

(d) the material change reports of <strong>TELUS</strong> dated March 21, 2000, April 10, 2000, June 8, 2000 and<br />

August 30, 2000.<br />

Any documents of the type referred <strong>to</strong> in the preceding paragraph (excluding confidential material change<br />

reports) filed by <strong>TELUS</strong> with a securities commission or similar authority in Canada after the date of this<br />

Circular and prior <strong>to</strong> the Expiry Time shall be deemed <strong>to</strong> be incorporated by reference in and form an integral<br />

part of this Circular.<br />

Any statement contained in a document incorporated or deemed <strong>to</strong> be incorporated by reference herein<br />

will be deemed <strong>to</strong> be modified or superseded for purposes of the <strong>Offer</strong>s, including this Circular, <strong>to</strong> the extent<br />

that a statement contained herein or in any other subsequently filed document that also is or is deemed <strong>to</strong> be<br />

incorporated by reference herein modifies or supersedes such statement. The modifying or superseding<br />

statement need not state that it has modified or superseded a prior statement or include any other information<br />

set forth in the document that it modifies or supersedes. The making of a modifying or superseding statement<br />

will not be deemed an admission for any purposes that the modified or superseded statement, when made,<br />

constituted a misrepresentation, an untrue statement of a material fact or an omission <strong>to</strong> state a material fact<br />

that is required <strong>to</strong> be stated or that is necessary <strong>to</strong> make a statement not misleading in light of the circumstances<br />

in which it was made. Any statement so modified or superseded will not be deemed, except as so modified or<br />

superseded, <strong>to</strong> constitute a part of the <strong>Offer</strong>s <strong>to</strong> Purchase and Circular.<br />

Upon a new annual information form and the related annual audited consolidated financial statements<br />

being filed by <strong>TELUS</strong> with, and where required, accepted by the applicable securities regula<strong>to</strong>ry authorities<br />

during the <strong>Offer</strong> Period, the previous annual information form, the previous annual audited consolidated<br />

financials and all interim unaudited financial statements, material change reports and information circulars filed<br />

prior <strong>to</strong> the commencement of <strong>TELUS</strong>’ financial year in which the new annual information form is filed shall be<br />

deemed no longer <strong>to</strong> be incorporated by reference in<strong>to</strong> the Circular.<br />

A copy of any of the above documents may be obtained on request without charge from Inves<strong>to</strong>r Relations,<br />

<strong>TELUS</strong> Corporation, 30th Floor, 10020 – 100 St., Edmon<strong>to</strong>n, Alberta, T5J 0N5 (telephone 1-800-667-4871 in<br />

North America and 1-780-493-7311 elsewhere) and from the information agent as set forth on the last page<br />

hereof. As well, the above documents, <strong>to</strong>gether with other documents filed by <strong>TELUS</strong> and Clearnet with the<br />

provincial securities commissions or similar authorities in Canada, including the most recent audited<br />

comparative consolidated financial statements of <strong>TELUS</strong> and of Clearnet, respectively, on which the pro forma<br />

unaudited consolidated condensed financial statements contained elsewhere in this Circular are based, may be<br />

inspected and copied at no charge from the site on the World Wide Web at http:// www.sedar.com. See ‘‘<strong>TELUS</strong><br />

Corporation Audited Comparative Consolidated Financial Statements’’ and ‘‘<strong>TELUS</strong> Corporation Unaudited<br />

Pro Forma Consolidated Financial Statements’’ attached as Schedules I and II <strong>to</strong> <strong>Offer</strong>s <strong>to</strong> Purchase and the<br />

Circular.<br />

45

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