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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U.S. Federal Income Tax Considerations<br />
The exchange of Clearnet Shares for <strong>TELUS</strong> Non-Voting Shares and/or cash under the <strong>Offer</strong>s will be a<br />
taxable transaction for United States federal income tax purposes. See ‘‘United States Federal Income Tax<br />
Considerations’’ in the Circular.<br />
Financial Advisors, Dealer Managers and Soliciting Dealer Group<br />
TD Securities Inc. and J.P. Morgan & Co. Inc. have been retained <strong>to</strong> act as financial advisors <strong>to</strong> <strong>TELUS</strong>. In<br />
addition, in Canada TD Securities Inc. and J. P. Morgan Securities Canada Inc. and in the United States<br />
J. P. Morgan Securities Inc. and TD Securities (U.S.A.) Inc. have been retained as the dealer managers for the<br />
<strong>Offer</strong>s. In Canada, TD Securities Inc. and J.P. Morgan Securities Canada Inc. will form a soliciting dealer group<br />
comprising members of the Investment Dealers Association of Canada <strong>to</strong> solicit acceptance of the <strong>Offer</strong>s.<br />
<strong>TELUS</strong> will pay soliciting dealers certain fees, as described under ‘‘Other Matters Relating <strong>to</strong> the <strong>Offer</strong>s —<br />
Financial Advisors, Dealer Managers and Soliciting Dealer Group’’ in the Circular.<br />
Depositary and U.S. Forwarding Agent<br />
We have engaged Montreal Trust Company of Canada as the Depositary and Computershare Inves<strong>to</strong>r<br />
Services, LLC as the U.S. Forwarding Agent for the receipt of certificates in respect of Clearnet Shares and<br />
Letters of Transmittal deposited under the <strong>Offer</strong>s. In addition, the Depositary will receive Notices of<br />
Guaranteed Delivery deposited under the <strong>Offer</strong>s at its Toron<strong>to</strong> office specified in the Notice of Guaranteed<br />
Delivery. The duties of the Depositary also include assisting in settling under the <strong>Offer</strong>s. See ‘‘Other Matters<br />
Relating <strong>to</strong> the <strong>Offer</strong>s — Depositary and U.S. Forwarding Agent’’ in the Circular.<br />
No brokerage fees or commissions will be payable by any Shareholder who deposits Clearnet Shares directly<br />
with the Depositary or the U.S. Forwarding Agent or who uses the services of the Dealer Manager or a member<br />
of the soliciting dealer group <strong>to</strong> accept the <strong>Offer</strong>s. Shareholders should contact the Dealer Manager, the<br />
Depositary, the U.S. Forwarding Agent or a broker or dealer for assistance in accepting the <strong>Offer</strong>s and in<br />
depositing Clearnet Shares with the Depositary or the U.S. Forwarding Agent. See ‘‘Other Matters Relating <strong>to</strong><br />
the <strong>Offer</strong>s — Financial Advisors, Dealer Managers and Soliciting Dealer Group’’ in the Circular.<br />
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