Offer to purchase CLEARNET.pdf - About TELUS

More documents

Recommendations

Info

TELUS CORPORATION (FORMERLY BCT.TELUS COMMUNICATIONS INC.) NOTES TO CONSOLIDATED FINANCIAL STATEMENTS December 31, 1999 13. LONG-TERM DEBT (a) Details of Long-term Debt Series Rate Maturity 1999 1998 (millions) TELUS Communications (B.C.) Inc. First Mortgage Bonds AK 6% February 1999 $ — $ 30.0 AN 10.5% June 2000 115.0 116.3 115.0 146.3 TELUS Communications (B.C.) Inc. Debentures 1 12.0% May 2010 50.0 50.0 2 11.90% November 2015 125.0 125.0 3 10.65% June 2021 175.0 175.0 4 9.15% April 2002 1.0 21.3 5 9.65% April 2022 249.0 228.7 600.0 600.0 TELUS Communications Inc. Debentures A 9.50% August 2004 200.0 200.0 B 8.80% September 2025 200.0 200.0 400.0 400.0 TELUS Communications Inc. Notes Payable 12.00% November 1999 — 50.0 11.80% May 2003 150.0 150.0 150.0 200.0 TELUS Communications Inc. notes issued at varying rates of interest up to 12.00% TELUS Communications (B.C.) Inc. Medium Term Note Debentures issued at varying rates of interest up to 8.00% and maturing on various — 78.1 dates up to 2001 Commercial paper reclassified under a long-term credit facility agreement 195.0 265.0 (Note 12) 380.0 180.0 Other long-term debt Capital leases (Note 15(e)) issued at varying rates of interest up to 11.75% 14.8 17.0 and maturing on various dates up to 2004 27.4 10.0 Total debt 1,882.2 1,896.4 Less — current maturities 326.7 287.7 Long-term Debt $1,555.5 $1,608.7 (b) TELUS Communications (B.C.) Inc. First Mortgage Bonds TELUS Communications (B.C.) Inc.’s property is subject to liens under the Deed of Trust and Mortgage dated March 1, 1946 under which the first mortgage bonds are issued. The Deed of Trust and Mortgage I-17
TELUS CORPORATION (FORMERLY BCT.TELUS COMMUNICATIONS INC.) NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued) December 31, 1999 13. LONG-TERM DEBT (Continued) requires either an annual sinking fund payment of 1% of the original principal amount of bonds outstanding or the pledge of additional unmortgaged property in the amount of 1.5% of the principal. In 1999, a sinking fund payment was made in respect of the Series AN First Mortgage Bonds. (c) TELUS Communications (B.C.) Inc. Debentures Debentures are issued under the Trust Indenture dated May 31, 1990 and are not secured by any mortgage, pledge or other charge. While the Trust Indenture is in effect, further issues of first mortgage bonds are not permitted. New issues of unsecured debt are subject to restrictions as to debt ratio and interest coverage as defined in the Trust Indenture. The outstanding debentures may not be redeemed prior to maturity. The Series 4 Debentures were exchangeable, at the holder’s option, effective on April 8 of any year during the four-year period from 1996 to 1999, for an equal principal amount of Series 5 Debentures. In 1999, $20.3 million ($24.3 million — 1998) of the Series 4 Debentures were exchanged for Series 5 Debentures. (d) TELUS Communications Inc. Debentures The outstanding Series A Debentures and Series B Debentures are issued under the TELUS Communications Inc. Trust Indenture dated August 24, 1994 and a supplemental trust indenture dated September 22, 1995 relating to Series B Debentures only. These debentures are not secured by any mortgage, pledge or other charge. During 1995 the Company terminated an interest rate swap contract relating to the Series A Debentures and realized a gain on early termination in the amount of $16.8 million which is being amortized and credited to interest expense over the remaining term of the Series A Debentures. The amortization of the gain resulted in an effective rate of interest on Series A Debentures in 1999 of 8.79% (8.79% — 1998). (e) TELUS Communications Inc. Notes Payable The outstanding note is secured by sinking fund assets of the Company. In accordance with note terms, this note requires annual sinking fund contributions of 1% of the principal amount outstanding until one year prior to maturity. The note has an early redemption provision at the Company’s option on May 31, 2000 or on any May 31 or November 30 thereafter prior to maturity. The Company intends to redeem the note in the year 2000. (f) Medium Term Note Program Under the terms of the medium term note prospectus, a total of $2,400.0 million in medium term notes may be issued prior to September 9, 2001. The notes will have maturities, interest rates and other features determined at the time of issue. I-18
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 and 18:
‘‘Governmental Entity’’ mea
Page 19 and 20:
‘‘Shareholders Agreements’’
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
Page 73 and 74: CERTIFICATE OF 612459 B.C. LTD. The
Page 75 and 76: MANAGEMENT’S REPORT Management is
Page 77 and 78: TELUS CORPORATION (FORMERLY BCT.TEL
Page 87 and 88: 4. FINANCING COSTS TELUS CORPORATIO
Page 89: TELUS CORPORATION (FORMERLY BCT.TEL
Page 105 and 106: SCHEDULE II TELUS CORPORATION UNAUD
Page 107 and 108: COMPILATION REPORT To the Directors
Page 109 and 110: TELUS CORPORATION PRO FORMA CONSOLI
Page 111 and 112: TELUS CORPORATION NOTES TO THE PRO
Page 119 and 120: TELUS CORPORATION PRO FORMA CONSOLI
Page 127 and 128: SCHEDULE III TELUS CORPORATION U.S.
Page 129 and 130: The following table restates the ma
Page 131 and 132: ANNEX A ADDITIONAL INFORMATION ADDI
Page 133 and 134: Fares F. Salloum President — Inte
Page 135 and 136: Officers Name and Position held wit
show all

Offer to purchase CLEARNET.pdf - About TELUS

Create successful ePaper yourself

Delete template?

Save as template?