Offer to purchase CLEARNET.pdf - About TELUS
Offer to purchase CLEARNET.pdf - About TELUS
Offer to purchase CLEARNET.pdf - About TELUS
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These conditions <strong>to</strong> the offers are described under ‘‘Conditions of the <strong>Offer</strong>s’’ in Section 4 of the <strong>Offer</strong>s <strong>to</strong><br />
Purchase.<br />
Q: HOW DO I PARTICIPATE IN THE OFFERS?<br />
A: To tender your Clearnet shares, you should do the following:<br />
(a) If you hold shares in your own name, complete and sign the enclosed letter of transmittal and return it<br />
with your share certificates <strong>to</strong> the Depositary (in Canada) or the U.S. Forwarding Agent (in the United<br />
States) at their respective appropriate addresses specified on the back cover page of the <strong>Offer</strong>s <strong>to</strong><br />
Purchase before the expiration of the offers.<br />
(b) If you hold your shares in ‘‘street name’’ through an investment dealer or broker, instruct your<br />
investment dealer or broker <strong>to</strong> tender your shares before the expiration of the offers.<br />
For more information on the timing of the offers, extensions of the offer period and your rights <strong>to</strong><br />
withdraw your shares from the offers before the expiry date, please refer <strong>to</strong> ‘‘The <strong>Offer</strong>s <strong>to</strong> Purchase’’.<br />
Q: WILL I BE ABLE TO TRADE THE <strong>TELUS</strong> SHARES I RECEIVE?<br />
A: The <strong>TELUS</strong> Non-Voting Shares are listed and trade on The Toron<strong>to</strong> S<strong>to</strong>ck Exchange. We are also applying<br />
for the listing of these shares on the New York S<strong>to</strong>ck Exchange.<br />
Q: IS <strong>TELUS</strong>’ FINANCIAL CONDITION RELEVANT TO MY DECISION TO TENDER MY SHARES<br />
IN THE OFFERS?<br />
A: Yes. Shares of Clearnet accepted in the offers may be exchanged for <strong>TELUS</strong> Non-Voting Shares and so you<br />
should consider our financial condition before you decide <strong>to</strong> become one of our shareholders through the<br />
offers. In considering our financial condition, you should review the documents scheduled and incorporated<br />
by reference in the Circular because they contain detailed business, financial and other information<br />
about us.<br />
Q: WHERE CAN I FIND OUT MORE INFORMATION ABOUT <strong>TELUS</strong> AND <strong>CLEARNET</strong>?<br />
A: You can find out information about <strong>TELUS</strong> and Clearnet from various sources described under ‘‘Where<br />
You Can Obtain More Information’’ on page iv.<br />
Q: WILL <strong>CLEARNET</strong> CONTINUE AS A PUBLIC COMPANY?<br />
A: If the acquisition of 100% of the equity interest in Clearnet occurs, Clearnet shares will no longer be<br />
publicly owned. Even if the acquisition does not occur, if we <strong>purchase</strong> all the tendered shares, there may be<br />
so few remaining Clearnet shareholders and publicly held Clearnet non-voting shares that the shares may<br />
no longer be eligible <strong>to</strong> be quoted on The Toron<strong>to</strong> S<strong>to</strong>ck Exchange, NASDAQ or other securities markets.<br />
There may not be a public trading market for the shares.<br />
Q: IF I DECIDE NOT TO TENDER, HOW WILL THE OFFERS AFFECT MY <strong>CLEARNET</strong> SHARES?<br />
A: If you decide not <strong>to</strong> tender your shares in the offers and the subsequent acquisition of 100% of the equity<br />
interest in Clearnet occurs, you will receive pursuant <strong>to</strong> the acquisition the same consideration per Clearnet<br />
share you own as if you had tendered your shares <strong>to</strong> the offers, without interest. In connection with any<br />
subsequent acquisition, Clearnet shareholders have a right <strong>to</strong> dissent and require appraisal of their<br />
Clearnet shares.<br />
Q: WHO CAN I CALL WITH QUESTIONS ABOUT THE OFFERS?<br />
A: You can contact our information agent, Georgeson Shareholder Communications Inc., as information<br />
agent, collect at (212) 440-9800 or <strong>to</strong>ll-free at 1-800-223-2064.<br />
iii