Vancouver, Canada - TELUS Corporation (TSX: T, T.NV; NYSE: TU) today announced that the secondary offering of 48.55 million Common Shares and 24.94 million Non-Voting Shares by a wholly-owned subsidiary of Verizon Communications Inc. (Verizon) has closed.
On November 30, 2004, Verizon and TELUS announced that the secondary offering would be underwritten by a syndicate of underwriters co-led by Merrill Lynch & Co., Morgan Stanley and RBC Capital Markets. The other managing underwriters included CIBC World Markets, Citigroup, Scotia Capital, TD Securities, HSBC Securities and J.P. Morgan Securities. On December 2, 2004, Verizon, TELUS and the underwriters signed an underwriting agreement in connection with the offering and the public offering prices were set at Cdn $31.02 (U.S. $25.97) and Cdn $29.55 (U.S. $24.74) per Common Share and Non-Voting Share, respectively.
The aggregate proceeds to Verizon of the offering are approximately Cdn$2.24 billion (U.S. $1.88 billion), making it what is believed to be the second largest secondary equity offering and fourth largest equity offering in Canadian history. TELUS did not sell any newly issued shares as part of this offering and did not receive any proceeds from the sale of the shares. Purchasers who acquired shares pursuant to this offering are not entitled to receive the quarterly dividend of Cdn $0.20 per share to be paid January 1, 2005 to shareholders of record on December 10, 2004.
Settlement of the sale of the shares under the offering was through the book-based system maintained by the Canadian Depositary System (CDS). Non-Canadian purchasers of Common Shares under the offering will be required to withdraw those shares from CDS by the earlier of February 1, 2005 and the date TELUS determines that in excess of 23% of outstanding Common Shares are held by non-Canadians. At that time, the Common shares held by non-Canadians will be replaced with non-Canadian share certificates registered in the name of the holder. In accordance with the usual procedures of TELUS, all open market purchases of TELUS Common Shares by non-Canadians continue to require an application for a reservation number, a declaration of beneficial ownership and settlement with a registered non-Canadian share certificate.
For more information on the offering or to obtain a copy of the prospectus relating to the offering, contact the underwriters below:
Merrill Lynch & Co. - call the Prospectus Department, in U.S. at (212) 449-1000 or in Canada at (416) 369-7400; in U.S., write to Merrill Lynch, Pierce, Fenner & Smith Inc., 4 World Financial Center, FL 05, New York, NY 10080; in Canada, write to Merrill Lynch Canada Inc., 181 Bay Street, Suite 400, Toronto, Ontario M4T 2A9.
Morgan Stanley - in U.S., call (212) 761-4000, or write to Attn: Prospectus Department, Morgan Stanley, 1585 Broadway, New York, NY 10036; in Canada, call (416) 943-8567, or write to Morgan Stanley Canada Limited, 181 Bay Street, Suite 3700, Toronto, Ontario M5J 2T3.
RBC Capital Markets - in Canada, call (416) 842-7588; in U.S., call (612) 371-2818, or write to Syndicate Department, Dain Rauscher Plaza 60 S, 6th Street, Minneapolis, MN 55402.
A registration statement relating to the offering was filed with and was declared effective by the Securities and Exchange Commission. This communication shall not constitute an offer to sell or the solicitation of an offer to buy, nor shall there be any sale of securities in any jurisdiction in which the offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such jurisdiction.
Forward Looking Disclosure statement
This news release contains forward-looking statements. Forward-looking statements are not based on historical facts, but rather on current expectations and projections about future events, and are therefore subject to risks and uncertainties which could cause actual results to differ materially from the future results expressed or implied by the forward-looking statements. Such statements are qualified in their entirety by the inherent risks and uncertainties surrounding future expectations. These risk factors are listed from time to time in TELUS' reports, comprehensive public disclosure documents including the Annual Information Form, and in other filings with securities commissions in Canada and the United States.
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For more information, please contact: