Offer to purchase CLEARNET.pdf - About TELUS

assure the holders of options, warrants, Clearnet Convertible Debentures, Clearnet Options or Clearnet
Warrants and other rights to purchase or acquire Clearnet Shares that they will have certificates for Clearnet
Shares available for deposit before the Expiry Time, or in sufficient time to comply with the procedures referred
to under ‘‘Manner of Acceptance — Procedure for Guaranteed Delivery’’ in Section 3 of the Offers to Purchase.
TELUS intends to make arrangements with the Depositary to permit the tender under the Offers of Clearnet
Non-Voting Shares which may be issued on the first Take-up Date pursuant to the exercise of Clearnet Options
made conditional and effective only upon the take-up of Clearnet Shares under the Offers.
Depositing Shareholders will not be obliged to pay brokerage fees or commissions if they accept the Offer
by depositing their Clearnet Shares directly with the Depositary or the U.S. Forwarding Agent or if they use the
services of the Dealer Managers or a member of the Soliciting Dealer Group to accept the Offer. See ‘‘Other
Matters Relating to the Offers — Financial Advisors, Dealer Managers and Soliciting Dealer Group’’ and ‘‘—
Depositary and U.S. Forwarding Agent’’ in the Circular.
The accompanying Circular, the Letter of Transmittal and the Notice of Guaranteed Delivery are
incorporated into and form part of the Offers and contain important information which should be read carefully
before making a decision with respect to the Offers.
Based upon information provided by Clearnet, TELUS believes that, as of September 18, 2000, there were
approximately 48,695,323 Clearnet Non-Voting Shares, 321,321,912 Class B Shares, 6,092,591 Class C Shares and
7,790,741 Class D Shares, outstanding on a fully-diluted basis.
2. Time for Acceptance
Each Offer is open for acceptance until 12:01 a.m. (local time at the place of deposit) on Thursday,
October 19, 2000, or until such later time and date or times and dates to which it may be extended pursuant to
Section 5 of the Offers, ‘‘Extension and Variation of the Offers’’, unless withdrawn by the Offerors.
3. Manner of Acceptance
Letter of Transmittal
Each Offer may be accepted by delivering to the Depositary or the U.S. Forwarding Agent at one of the
offices of the Depositary or the U.S. Forwarding Agent listed in the Letter of Transmittal, so as to be received
before the Expiry Time:
(a) the certificate or certificates representing the Clearnet Shares in respect of which the Offer is being
accepted;
(b) a Letter of Transmittal properly completed and signed as required by the rules and instructions set out
in the Letter of Transmittal; and
(c) any other documents specified in the instructions set out in the Letter of Transmittal.
If the certificate or certificates representing Clearnet Shares are not available for deposit prior to the Expiry
Time, Shareholders may accept the Offer by complying with the procedures for guaranteed delivery set
forth below.
Except as otherwise provided in the instructions to the Letter of Transmittal, the signature on the Letter of
Transmittal must be guaranteed by an Eligible Institution or in some other manner acceptable to the Depositary
(except that no guarantee is required for a signature of a depositing Shareholder which is an Eligible
Institution). If a Letter of Transmittal is executed by a person other than the registered holder of the
certificate(s) to which the Letter of Transmittal relates, the certificate(s) must be endorsed or be accompanied
by an appropriate share transfer power duly and properly completed by the registered holder, with the signature
on the endorsement panel or share transfer power guaranteed by an Eligible Institution.
Book Entry Delivery
The Depositary will establish an account for the benefit of the Depositary with respect to the Clearnet
Shares at a Book-Entry Transfer Facility for purposes of these Offers within two Business Days after the mailing
of these Offers. Any financial institution that is a participant in the Book-Entry Transfer Facility’s system may
make book-entry delivery of the Clearnet Shares by causing the Book-Entry Transfer Facility to transfer such
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