Offer to purchase CLEARNET.pdf - About TELUS

Beneficial owners of Clearnet Convertible Debentures or Clearnet Warrants who do not wish to participate
in the Offers may continue to hold, through their nominee holder or otherwise, such Clearnet Convertible
Debentures or Clearnet Warrants, as the case may be, notwithstanding the acquisition of Clearnet Shares by the
Offerors, and the rights and limitations relating thereto (and to successor obligations following a Subsequent
Acquisition Transaction) will continue to be governed by the terms and conditions thereof and as set forth in the
respective indentures pursuant to which the Clearnet Convertible Debentures or Clearnet Warrants, as the case
may be, were issued. The indentures governing the Clearnet Convertible Debentures and Clearnet Warrants
provide that, should TELUS propose a corporate reorganization or a
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capital reorganization (such as a
Subsequent Acquisition Transaction), the beneficial owners of Clearnet Convertible Debentures or Clearnet
Warrants, as the case may be, who exercise their conversion privilege after the corporate reorganization or
capital reorganization will, subject to certain restrictions, be entitled to receive, in lieu of the Clearnet
Non-Voting Shares which such beneficial owners would have been entitled to receive upon conversion prior to
the corporate reorganization or capital reorganization, only the shares or other property, including any cash,
which such beneficial owners would have been entitled to receive following the corporate reorganization or
capital reorganization if, on the effective date of such corporate reorganization or capital reorganization, such
beneficial owners had been registered holders of the number of Clearnet Non-Voting Shares to which they would
have been entitled to receive upon conversion prior to the corporate reorganization or capital reorganization,
without any approval of the corporate reorganization or capital reorganization on the part of the beneficial
owners of Clearnet Convertible Debentures or Clearnet Warrants, as the case may be. For purposes of the
foregoing, ‘‘corporate reorganization or capital reorganization’’ means an amalgamation, a statutory
arrangement or any similar transaction, as a result of which holders of Clearnet Non-Voting Shares are entitled
to receive shares, other securities or other property.
If the Offers are successful, Clearnet may not meet the minimum listing requirements of the TSE for the
Clearnet Non-Voting Shares or for the Clearnet Convertible Debentures. In addition, if the Offers are successful,
the Offerors may carry out after the Effective Date a corporate reorganization or capital reorganization as a
result of which beneficial owners of Clearnet Convertible Debentures or Clearnet Warrants, as the case may be,
who have not accepted the Offers and who thereafter exercise their conversion privilege will be entitled to receive,
in lieu of each Clearnet Non-Voting Share which such beneficial owners would otherwise have been entitled to
receive upon conversion, redeemable shares of Clearnet (the terms of which have not been finalized) which will be
redeemable by Clearnet for consideration to be determined. In addition to the foregoing, TELUS is also
considering an alternative proposal which may be made to the holders of the Clearnet Convertible Debentures to
be implemented in the event the Offers are successful, which proposal would be subject to approval of the holders
of the Clearnet Convertible Debentures in the manner provided in the indenture.
CANADIAN FEDERAL INCOME TAX CONSIDERATIONS
In the opinion of Bennett Jones LLP, special Canadian tax counsel to the Offerors, the following is, as of the
date hereof, a summary of the principal Canadian federal income tax considerations under the Tax Act generally
applicable to a Shareholder who disposes of Clearnet Non-Voting Shares pursuant to the Offer or otherwise
disposes of Clearnet Non-Voting Shares pursuant to certain transactions described in the Circular under
‘‘Acquisition of Clearnet Shares Not Deposited Under the Offers.’’
This summary is based on the current provisions of the Tax Act, the regulations thereunder and counsel’s
understanding of the current administrative practices of the Canada Customs and Revenue Agency (the
‘‘CCRA’’, formerly Revenue Canada). The summary takes into account all specific proposals to amend the
Tax Act and the regulations publicly announced by or on behalf of the Minister of Finance (Canada) prior to the
date hereof, including the February 28, 2000 Budget (the ‘‘Budget’’), although there is no certainty that such
proposals will be enacted in the form proposed, if at all. The summary does not otherwise take into account or
anticipate any changes in law, whether by legislative, governmental or judicial decision or action or changes in
administrative practices of the CCRA, nor does it take into account provincial, territorial or foreign income tax
legislation or considerations. The provisions of provincial income tax legislation vary among provinces in Canada
and in some cases differ from federal income tax legislation.
This summary is not applicable to holders of Clearnet Class B, Class C or Class D Shares and such
Shareholders should consult their own tax advisors. This summary also does not apply to Holdco Shareholders