|
|
|
|
|
|
|
|
|
|
|
|
|
Price Range
|
|
|
|
|
|
High
|
|
Low
|
|
Volume
|
|
|
|
(US$)
|
|
(US$)
|
|
|
|
2021
|
|
|
|
|
|
|
|
|
|
|
March 1 - 25
|
|
|
21.34
|
|
|
20.41
|
|
|
30,639,705
|
|
February
|
|
|
21.45
|
|
|
20.04
|
|
|
34,888,547
|
|
January
|
|
|
21.23
|
|
|
19.91
|
|
|
22,370,195
|
|
2020
|
|
|
|
|
|
|
|
|
|
|
December
|
|
|
20.28
|
|
|
19.30
|
|
|
20,425,771
|
|
November
|
|
|
19.42
|
|
|
17.04
|
|
|
26,586,577
|
|
October
|
|
|
18.47
|
|
|
17.02
|
|
|
22,524,773
|
|
September
|
|
|
18.84
|
|
|
17,48
|
|
|
27,053,847
|
|
August
|
|
|
18.64
|
|
|
17.37
|
|
|
17,322,311
|
|
July
|
|
|
17.60
|
|
|
16.44
|
|
|
26,071,100
|
|
June
|
|
|
19.02
|
|
|
16.36
|
|
|
29,908,083
|
|
May
|
|
|
17.36
|
|
|
15.82
|
|
|
26,240,380
|
|
April
|
|
|
16.76
|
|
|
15.37
|
|
|
28,515,909
|
|
March(1)
|
|
|
19.19
|
|
|
13.69
|
|
|
45,233,523
|
|
-
(1)
-
On
March 17, 2020, TELUS shareholders received one additional Common Share for each Common Share owned on the record date of March 13, 2020
pursuant to a two-for-one share subdivision. The information in the table above is presented to reflect the share subdivision.
S-13
Table of Contents
RISK FACTORS
An investment in the Common Shares offered hereby involves certain risks. In addition to the other information contained in this
prospectus supplement and in the section entitled "Risks and risk management" in the Company's Management's Discussion and Analysis of financial results for the year ended December 31, 2020,
which section is incorporated herein by reference, prospective investors should carefully consider the following factors in evaluating TELUS and its business before making an investment in the
Common Shares.
Market Price
The market price of the Common Shares may fluctuate due to a variety of factors relative to the Company's business, many of which are
beyond the Company's control, including, but not limited to, announcements of new developments, actual or anticipated fluctuations in the Company's operating results, sales of the Common Shares in the
marketplace, changes in forecasts, estimates or recommendations of securities research analysts regarding the Company's future operating results or financial performance, changes in the economic
performance or market valuations of other issuers that investors deem comparable to the Company, addition or departure of the Company's executive officers and other key personnel, increases or
decreases in the amount of dividends to be paid or expected to be paid by the Company, release or expiration of lock-up or other transfer restrictions on outstanding Common Shares; sales or
anticipated sales of additional Common Shares by the Company, significant acquisitions or business combinations, strategic partnerships, joint ventures or capital commitments by or involving the
Company or its competitors, news reports relating to trends, concerns, technological or competitive developments, any public announcements made in regard to this Offering, the impact of various tax
laws or rates and general market conditions or the worldwide economy. In certain circumstances, stock markets experience significant price and volume fluctuations, which are unrelated to the operating
performance of the affected companies. There can be no assurance that the market price of the Common Shares will not experience significant fluctuations in the future, including fluctuations that are
unrelated to the Company's performance.
Sales of Additional Common Shares
The Company is authorized to issue up to 4,000,000,000 Common Shares. The Company may issue additional Common Shares or other
securities convertible into Common Shares to raise funds for future operations or for other purposes (including as incentive compensation). Any future issuance of Common Shares, or other securities
convertible into Common Shares, may result in dilution to present and prospective holders of Common Shares.
Dividends
Dividends are not guaranteed and will fluctuate with the performance of the Company. The board of directors of the Company has the
discretion to determine the amount of dividends to be declared and paid to shareholders and the timing thereof. Such determination is based on an assessment by the board of directors of the Company's
financial position and outlook, which will take into consideration the competitive environment, economic performance in Canada, the Company's earnings and free cash flow, the Company's levels of
capital expenditures and spectrum licence purchases, acquisitions, the management of the Company's capital structure, and regulatory decisions and developments.
Foreign Private Issuer Status
As a foreign private issuer, in reliance on NYSE rules that permit a foreign private issuer to follow the corporate governance
practices of its home country, the Company is permitted to follow certain Canadian corporate governance practices instead of those otherwise required under the corporate governance standards for
U.S. domestic issuers.
Further,
as a foreign private issuer, the Company is exempt from a number of requirements under U.S. securities laws that apply to public companies that are not foreign private
issuers. In particular, the Company is exempt from the rules and regulations under the U.S. Securities Exchange Act of 1934, as amended (the "U.S. Exchange Act") related to the
furnishing and content of proxy statements, and its officers, directors
S-14
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and
principal shareholders are exempt from the reporting and short-swing profit recovery provisions contained in Section 16 of the U.S. Exchange Act. The Company is exempt from the
provisions of Regulation FD, which prohibits the selective disclosure of material non-public information to, among others, broker-dealers and holders of a company's securities under
circumstances in which it is reasonably foreseeable that the holder will trade in the company's securities on the basis of the information. Even though Canadian securities law requirements regarding
the disclosure of material and non-public information by public companies are similar to U.S. securities law requirements and the Company voluntarily complies with Regulation FD, these
exemptions and leniencies will reduce the frequency and scope of information and protections to which purchasers are entitled as investors.
DESCRIPTION OF COMMON SHARES
TELUS is authorized to issue up to 4,000,000,000 Common Shares. As of March 25, 2021, there were
1,297,509,602 Common Shares issued and outstanding. A summary of the material attributes of the Common Shares is set out in the short form base shelf prospectus under the heading "Description
of Share Capital Common Shares".
Voting
shares of TELUS, including the Common Shares, are subject to share ownership restrictions under applicable law which, among other things, provides that not less than
662/3 per cent of the issued and outstanding voting shares of TELUS must be beneficially owned by Canadians and TELUS must not otherwise be controlled in fact by
non-Canadians. Applicable law and the articles of TELUS provide for mechanisms to ensure compliance with these share ownership restrictions. For more information on these share ownership restrictions
and rules concerning their application, please the section entitled "7.2 Constraints Canadian ownership and control requirements" of TELUS' annual
information form dated February 11, 2021, for the year ended December 31, 2020 incorporated by reference herein.
ELIGIBILITY FOR INVESTMENT
In the opinion of Norton Rose Fulbright Canada LLP, counsel to the Company, and Osler, Hoskin & Harcourt LLP,
counsel to the Underwriters, provided that the Offered Shares are listed on a designated stock exchange (which includes the TSX and the NYSE), the Offered Shares will be a qualified investment under
the Income Tax Act (Canada) (the "Tax Act") for a trust governed by a registered retirement savings plan ("RRSP"), a registered
retirement income fund ("RRIF"), a registered disability savings plan ("RDSP"), a deferred profit sharing plan, a registered education savings plan ("RESP") or a tax-free savings account ("TFSA")
(each as defined in the Tax Act).
Notwithstanding
the foregoing, if the Offered Shares are a "prohibited investment" (as defined in the Tax Act) for a particular RRSP, RRIF, RESP, RDSP or TFSA, the
annuitant of the RRSP or RRIF, the subscriber of the RESP or the holder of the RDSP or TFSA, as the case may be, will be subject to a penalty tax under the Tax Act. The Offered Shares generally
will not be a prohibited investment for these purposes provided that the annuitant of the RRSP or RRIF, the subscriber of the RESP or the holder of the RDSP or TFSA, as the case may be,
(i) deals at arm's length with the Company for purposes of the Tax Act, and (ii) does not have a "significant interest" (as defined in the Tax Act) in the Company.
In addition, the Offered Shares generally will not be a "prohibited investment" for a RRSP, RRIF, RESP, RDSP or TFSA if the Offered Shares are "excluded property" (as defined in the
Tax Act).
Prospective
investors should consult their own tax advisors regarding whether the Offered Shares would be a prohibited investment for their RRSP, RRIF, RDSP, RESP or TFSA in their
particular circumstances.
CERTAIN CANADIAN FEDERAL INCOME TAX CONSIDERATIONS
In the opinion of Norton Rose Fulbright Canada LLP, counsel to TELUS, and Osler, Hoskin & Harcourt LLP, counsel to
the Underwriters, the following is, as of the date of this prospectus supplement, a fair summary of the principal Canadian federal income tax considerations generally applicable under the
Tax Act to a purchaser who acquires as beneficial owner Offered Shares pursuant to the Offering or the exercise of the Over-Allotment Option and who, for purposes of the Tax Act, deals
at arm's length and is not affiliated with TELUS or the Underwriters, and acquires and holds the Offered Shares as capital property (a "Holder").
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Table of Contents
Generally,
the Offered Shares will be considered to be capital property to a Holder provided that the Holder does not use or hold the Offered Shares in the course of carrying on a business and such
Holder has not acquired them in one or more transactions considered to be an adventure or concern in the nature of trade.
This
summary does not apply to a Holder (i) that is a "financial institution" for purposes of the mark-to-market rules contained in the Tax Act; (ii) that is a
"specified financial institution" as defined in the Tax Act; (iii) an interest in which is a "tax shelter investment" as defined in the Tax Act; (iv) that reports its
"Canadian tax results" (as defined in the Tax Act) in a currency other than Canadian currency; or (v) that has entered or will enter into, with respect to the Offered Shares, a
"derivative forward agreement", a "synthetic equity agreement," "synthetic equity arrangement," or a "specified synthetic equity arrangement", as defined in the Tax Act. Such Holders should
consult their own tax advisors with respect to an investment in Offered Shares.
This
summary is based on the facts set out in this prospectus supplement and the short form base shelf prospectus, the provisions of the Tax Act and the Regulations in force as of
the date hereof, and counsel's understanding of the current administrative policies and assessing practices of the Canada Revenue Agency (the "CRA") published in writing by the CRA and publicly
available prior to the date hereof. This 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 (the "Tax Proposals") and assumes that the Tax Proposals will be enacted in the form proposed, although no assurance can be given that the Tax Proposals will
be enacted in their current form or at all. This summary does not otherwise take into account or anticipate any changes in law or in the administrative policies or assessing practices of the CRA,
whether by way of judicial, legislative or governmental decision or action. This summary is not exhaustive of all possible Canadian federal income tax considerations, and does not take into account
other federal or any
provincial, territorial or foreign income tax legislation or considerations, which may differ materially from those described in this summary.
Additional
considerations, not discussed in this summary, may be applicable to a Holder that is a corporation resident in Canada, and is, or becomes, or does not deal at arm's length for
purposes of the Tax Act with a corporation resident in Canada that is or becomes, as part of a transaction or event or series of transactions or events that includes the acquisition of the
Common Shares, controlled by a non-resident corporation for purposes of the "foreign affiliate dumping" rules in section 212.3 of the Tax Act. Such Holders should consult their Canadian
tax advisors with respect to the consequences of acquiring Common Shares.
This summary is of a general nature only and is not, and is not intended to be, and should not be construed to be, legal or tax advice to any particular Holder,
and no representations concerning the tax consequences to any particular Holder are made. The tax consequences of acquiring, holding and disposing of Offered Shares will vary according to the Holder's
particular circumstances. Holders should consult their own tax advisors regarding the tax considerations applicable to them having regard to their particular circumstances.
Holders Resident in Canada
The following portion of this summary is applicable to a Holder who, for the purposes of the Tax Act and any applicable tax
treaty or convention and at all relevant times, is or is deemed to be resident in Canada (a "Resident Holder"). A Resident Holder to whom the Offered Shares might not constitute capital
property may make, in certain circumstances, the irrevocable election permitted by subsection 39(4) of the Tax Act to have the Offered Shares, and all other Canadian securities held by
such person, treated as capital property. Resident Holders considering making such election should first consult their own tax advisors.
Taxation of Dividends
Dividends received or deemed to be received on an Offered Share by a Resident Holder will be included in computing the Resident
Holder's income for purposes of the Tax Act. Dividends received by a Resident Holder who is an individual will be subject to the gross-up and dividend tax credit rules normally applicable to
taxable dividends paid by taxable Canadian corporations. To the extent that TELUS designates the dividends as "eligible dividends" within the meaning of the Tax Act in the prescribed manner,
such dividends will be eligible for the enhanced gross-up and dividend tax credit. TELUS has, by notice on its website, indicated that all dividends paid by it since January 2006 will be
designated as eligible dividends until a notification of change is posted on its
S-16
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website.
Dividends received by individuals (other than certain trusts) may give rise to alternative minimum tax under the Tax Act, depending on the individual's circumstances.
Dividends
received or deemed to be received by a Resident Holder that is a corporation will be included in computing the corporation's income and will generally be deductible in
computing its taxable income. In certain circumstances, subsection 55(2) of the Tax Act will treat a taxable dividend received by a Resident Holder that is a corporation as a gain from
the disposition of capital property or proceeds of disposition. Resident Holders that are corporations should consult their own tax advisors having regard to their own circumstances. A Resident Holder
that is a "private corporation" or a "subject corporation", each as defined in the Tax Act, may be liable to pay a refundable tax under Part IV of the Tax Act on dividends
received (or deemed to be received) on the Offered Shares to the extent that such dividends are deductible in computing the Resident Holder's taxable income. A Resident Holder that is,
throughout the relevant taxation year, a "Canadian-controlled private corporation" (as defined in the Tax Act) may be liable to pay a refundable tax on its "aggregate investment income"
(as defined in the Tax Act), including any dividends or deemed dividends that are not deductible in computing the Resident Holder's taxable income.
Disposition of Offered Shares
Upon a disposition or a deemed disposition of an Offered Share (other than in a disposition to TELUS that is not a sale in the open
market in the manner in which shares would normally be purchased by any member of the public in an open market), a Resident Holder will realize a capital gain (or a capital loss) equal to the
amount by which the proceeds of disposition of the Offered Share, net of any reasonable costs of disposition, exceed (or are less than) the adjusted cost base of the Offered Share to the
Resident Holder. The cost to the Resident Holder of an Offered Share acquired pursuant to the Offering will, at any particular time, be determined by averaging the cost of such share with the adjusted
cost base of all Offered Shares of TELUS owned by the Resident Holder as capital property at that time, if any.
One
half of any such capital gain (a "taxable capital gain") realized by a Resident Holder will be required to be included in computing the Resident Holder's income, and one half
of any such capital loss (an "allowable capital loss") realized by a Resident Holder must generally be deducted against taxable capital gains realized by the Resident Holder in the year of
disposition. Allowable capital losses not deductible in the taxation year in which they are realized may ordinarily be deducted by the Resident Holder against taxable capital gains realized in any of
the three preceding taxation years or any subsequent taxation year, subject to the detailed rules contained in the Tax Act in this regard. Capital gains realized by an individual (other than
certain trusts) may be subject to alternative minimum tax.
If
the Resident Holder is a corporation, the amount of any capital loss realized on the disposition or deemed disposition of an Offered Share by the Resident Holder may be reduced by the
amount of dividends received or deemed to have been received by the Resident Holder on such Offered Share to the extent and in the circumstances prescribed by the Tax Act. Similar rules may
apply where a corporation is a member of a
partnership or beneficiary of a trust that owns Offered Shares, or where a partnership or trust is itself a member of a partnership or a beneficiary of a trust that owns Offered Shares. If the
Resident Holder is a "Canadian-controlled private corporation" (as defined in the Tax Act), the Resident Holder may also be liable to pay a refundable tax on its "aggregate investment
income", which is defined to include an amount in respect of taxable capital gains.
Holders Not Resident in Canada
The following portion of this summary is applicable to a Holder who, for the purposes of the Tax Act and any applicable tax
treaty or convention and at all relevant times, is not resident or deemed to be resident in Canada and who does not use or hold (and is not deemed to use or hold) the Offered Shares in
connection with a business carried on in Canada (a "Non-Resident Holder"). This part of the summary is not applicable to a Non-Resident Holder that is an insurer that carries on an insurance
business in Canada.
S-17
Table of Contents
This part of the summary is not applicable to a Non-Resident Holder whose Offered Shares are or are deemed to be "taxable Canadian property" for purposes of the
Tax Act. Provided that the Offered Shares are listed on a designated stock exchange (which includes the TSX and the NYSE) at a particular time, the Offered Shares generally will not constitute
taxable Canadian property to a Non-Resident Holder at that time unless, at any time during the five year period immediately preceding that time: (i) 25% or more of the issued shares of any
class or series of TELUS' capital stock were owned by any combination of (a) the Non-Resident Holder, (b) persons with whom the Non-Resident Holder did not deal at arm's length, and
(c) partnerships in which the Non-Resident Holder or a person described in (b) holds a membership interest directly or indirectly through one or more partnerships; and (ii) more
than 50% of the value of the Offered Shares was derived, directly or indirectly, from one or any combination of (a) real or immoveable property situated in Canada, (b) Canadian resource
properties, (c) timber resource properties, and (d) options in respect of any such property, all for purposes of the Tax Act. A Non-Resident Holder's Offered Shares can also be
deemed to be taxable Canadian property in certain circumstances set out in the Tax Act.
Taxation of Dividends
Dividends paid or credited or deemed to be paid or credited by TELUS to a Non-Resident Holder will generally be subject to Canadian
withholding tax at the rate of 25%, subject to any applicable reduction in the rate of such withholding under an income tax treaty between Canada and the country where the Non-Resident Holder is
resident. For example, under the Canada-United States Income Tax Convention (1980) (the "Treaty"), the withholding tax rate in respect of
a dividend paid to a person who is the beneficial owner of the dividend and is resident in the U.S. for purposes of, and entitled to full benefits under, the Treaty, is generally reduced to
15%. Non-Resident Holders are urged to consult their own tax advisors to determine their entitlement to relief under an applicable income tax treaty or convention.
Disposition of Offered Shares
A Non-Resident Holder will not be subject to tax under the Tax Act in respect of any capital gain realized on the disposition of
Offered Shares.
CERTAIN U.S. FEDERAL INCOME TAX CONSIDERATIONS
The following discussion describes certain material U.S. federal income tax considerations to U.S. Holders (defined
below) under present U.S. federal income tax laws of the acquisition, ownership, and disposition of the Offered Shares. For purposes of this discussion, a "U.S. Holder" generally means a
beneficial owner of the Offered Shares that is, for U.S. federal income tax purposes, any of the following:
-
-
a citizen or individual resident of the United States;
-
-
a corporation, or other entity treated as a corporation for U.S. federal income tax purposes, created in, or
organized under the laws of, the United States, any state thereof or the District of Columbia;
-
-
an estate whose income is subject to U.S. federal income tax regardless of its source; or
-
-
a trust if either (a) a court within the United States is able to exercise primary supervision over the
administration of the trust and one or more U.S. persons have the authority to control all substantial decisions of the trust or (b) the trust has a valid election in effect to be
treated as a U.S. person under applicable Treasury regulations.
THIS DISCUSSION IS INCLUDED HEREIN AS GENERAL INFORMATION ONLY. PROSPECTIVE PURCHASERS ARE URGED TO CONSULT THEIR OWN TAX ADVISORS ABOUT THE APPLICATION OF THE
U.S. FEDERAL TAX RULES TO THEIR PARTICULAR CIRCUMSTANCES, AS WELL AS THE STATE, LOCAL AND NON-U.S. TAX CONSIDERATIONS TO THEM OF THE PURCHASE, OWNERSHIP AND DISPOSITION OF THE
COMMON SHARES.
This
discussion is based on current provisions of the Internal Revenue Code of 1986, as amended (the "Code"), Treasury regulations promulgated thereunder, judicial opinions,
published positions of the Internal Revenue Service (the "IRS"), and other applicable authorities, all of which are subject to change
S-18
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(possibly
with retroactive effect). This discussion does not address all aspects of U.S. federal income taxation that may be important to a particular U.S. Holder in light of that
U.S. Holder's individual circumstances, nor does it address any aspects of U.S. federal estate and gift, state, local, or non-U.S. taxes. This discussion may not apply, in whole
or in part, to particular U.S. Holders in light of their individual circumstances or to holders subject to special treatment under the U.S. federal income tax laws,
such as:
-
-
insurance companies;
-
-
tax-exempt organizations;
-
-
banks and other financial institutions;
-
-
brokers or dealers in securities or currencies;
-
-
regulated investment companies;
-
-
real estate investment trusts;
-
-
persons that hold Offered Shares as part of a straddle, hedge, appreciated financial position, conversion transaction or
other risk reduction strategy;
-
-
persons that hold Offered Shares other than as a capital asset within the meaning of Section 1221 of
the Code;
-
-
persons liable for alternative minimum tax;
-
-
persons that have a "functional currency" other than the U.S. dollar;
-
-
persons that generally mark their securities to market for U.S. federal income tax purposes;
-
-
persons that own, directly, indirectly or constructively, 10% or more of our common stock (by vote or value) for
U.S. federal income tax purposes; and
-
-
certain U.S. expatriates.
If
a partnership (or other entity or arrangement treated as a partnership for U.S. federal income tax purposes) holds Offered Shares, the tax treatment of a partner will
generally depend on the status of the partner and the activities of the partnership. Any such partner or partnership should consult its tax advisor as to the particular U.S. federal income tax
considerations of holding Offered Shares.
Cash Distributions
Subject to the application of the PFIC (defined below) rules discussed below, a U.S. Holder that receives a cash distribution
with respect to an Offered Share generally will be required to include the amount of such distribution in gross income as a dividend (without reduction for any Canadian tax withheld from such
distribution) to the extent of the Company's current and accumulated earnings and profits (as determined for U.S. federal income tax purposes). To the extent the amount of such
distribution exceeds the Company's current and accumulated earnings and profits, it will be treated first as a non-taxable return of capital to the extent of such U.S. Holder's tax basis in
such Offered Shares and thereafter will be treated as gain from the sale or exchange of such Offered Shares. The Company does not currently expect to calculate its earnings and profits under
United States federal income tax principles and cannot provide U.S. Holders with such information. Therefore, U.S. Holders should expect the entire amount of a cash distribution
received to be treated as a dividend as described above.
The
U.S. dollar value of any distribution on Offered Shares made in Canadian dollars generally should be calculated by reference to the exchange rate between the
U.S. dollar and the Canadian dollar in effect on the date of receipt of such distribution by the U.S. Holder, regardless of whether the Canadian dollars so received are in fact converted
into U.S. dollars. If the Canadian dollars so received are converted into U.S. dollars on the date of receipt, such U.S. Holder generally should not recognize foreign currency
gain or loss on such conversion. If the Canadian dollars so received are not converted into U.S. dollars on the date of receipt, such U.S. Holder generally will have a tax basis in such
Canadian dollars equal to the U.S. dollar value of such Canadian dollars on the date of receipt. Such tax basis will be used to measure gain or loss from a subsequent
S-19
Table of Contents
conversion
or other disposition of the Canadian dollars. Any gain or loss on a subsequent conversion or other taxable disposition of such Canadian dollars generally will be treated as ordinary income
or loss to such U.S. Holder and generally will be income or loss from sources within the United States for U.S. foreign tax credit purposes.
Cash
distributions on Offered Shares that are treated as dividends generally will constitute income from sources outside the United States and generally will be categorized for
U.S. foreign tax credit purposes as
"passive category income" or, in the case of some U.S. Holders, as "general category income." Such dividends will not be eligible for the "dividends received" deduction ordinarily allowed to
corporate shareholders with respect to dividends received from U.S. corporations. A U.S. Holder may be eligible to elect to claim a U.S. foreign tax credit against its
U.S. federal income tax liability, subject to applicable limitations and holding period requirements, for Canadian tax withheld, if any, from distributions received in respect of the Offered
Shares. A U.S. Holder that does not elect to claim a U.S. foreign tax credit may instead claim a deduction for Canadian tax withheld, but only for a taxable year in which the
U.S. Holder elects to do so with respect to all foreign income taxes paid or accrued in such taxable year. Special rules apply in determining the amount allowable to be claimed as a foreign tax
credit with respect to excess distributions received by a U.S. Holder from a PFIC. The rules relating to U.S. foreign tax credits are very complex, and each U.S. Holder is urged
to consult its own tax advisor regarding the application of such rules.
If,
as expected, Offered Shares are readily tradable on an established U.S. securities market within the meaning of the Code or (if Offered Shares are not so tradable) if
the Company is eligible for benefits under the Treaty, and if certain holding period and other requirements are met, including that the Company is not a PFIC for the taxable year or the immediately
preceding taxable year, dividends received by non-corporate U.S. Holders will be "qualified dividend income" to such U.S. Holders. Qualified dividend income received by a non-corporate
U.S. Holder (including an individual) from the Company will be subject to U.S. federal income tax at preferential rates.
U.S. Holders
that are individuals, estates or trusts and whose income exceeds certain thresholds generally will be subject to a 3.8% tax on unearned income, including, among other
things, dividends on, and capital gains from the sale or other taxable disposition of, the Offered Shares, subject to certain limitations and exceptions.
Sale, Exchange or Other Taxable Disposition of Offered Shares
Subject to the application of the PFIC rules discussed below, a U.S. Holder generally will recognize capital gain or loss for
U.S. federal income tax purposes upon the sale, exchange or other taxable disposition of an Offered Share. The amount of gain or loss will equal the difference, if any, between the amount
realized on the sale, exchange or other taxable disposition and such U.S. Holder's adjusted tax basis in such Offered Share. Such capital gain or loss generally will be long-term capital gain
(currently taxable at a reduced rate for non-corporate U.S. Holders) or loss if, on the date of sale, exchange or other taxable disposition, the Offered Share was held by such
U.S. Holder for more than one year. The deductibility of capital losses is subject to limitations. Such gain or loss generally will be sourced within the United States for
U.S. foreign tax credit purposes.
Passive Foreign Investment Company Considerations
Special adverse tax rules may apply to U.S. Holders if the Company is treated as a "passive foreign investment company"
("PFIC"), under United States federal income tax rules at any time during a U.S. Holder's holding period in such holder's Offered Shares. A non-U.S. corporation is treated as a
PFIC if during any taxable year, 75% or more of its gross income consists of certain types of "passive" income, or 50% or more of its assets are "passive assets." The Company believes that it was not
a PFIC in 2020, and the Company does not expect to become a PFIC in 2021 or any subsequent year. Furthermore, the Company has no reason to believe it has been a PFIC in any taxable year prior to 2020.
However, because this determination is made annually at the end of such taxable year and is dependent upon a number of factors, some of which are beyond the Company's control, there can be no
assurance that the Company will not become a PFIC in any taxable year or that the IRS will agree with the Company's conclusion regarding its PFIC status. If the Company is a PFIC in any taxable year,
U.S. Holders could suffer adverse consequences, including being subject to increased tax liability (generally including an interest charge) upon the receipt of certain distributions treated as
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"excess
distributions" or the possible characterization of gain from the sale, exchange or other taxable disposition of Offered Shares as ordinary income. U.S. Holders are urged to consult
their own tax advisors regarding the adverse United States federal income tax consequences of owning stock of a PFIC.
Backup Withholding Tax and Information Reporting
Under certain circumstances, U.S. backup withholding tax and/or information reporting may apply to U.S. Holders with
respect to payments made on or proceeds from the sale, exchange or other taxable disposition of Offered Shares, unless an applicable exemption is satisfied. U.S. Holders that are corporations
generally are excluded from these information reporting and backup withholding tax rules. Backup withholding also will not apply to a U.S. Holder that furnishes a correct taxpayer
identification number and certifies on an IRS Form W-9 or successor form, under penalty of perjury, that it is not subject to backup withholding, and otherwise complies with applicable
requirements of the backup withholding rules. A U.S. Holder that fails to provide the correct taxpayer identification number on IRS Form W-9 or any successor form may be subject
to penalties imposed by the IRS. Any amounts withheld under the backup withholding tax rules will be allowed as a credit against a U.S. Holder's U.S. federal income tax liability, if
any, or will be refunded, if such U.S. Holder furnishes the required information to the IRS on a timely basis.
In
addition, U.S. Holders should be aware of reporting requirements with respect to the holding of certain foreign financial assets, including stock of foreign issuers which is
not held in an account maintained by certain financial institutions, if the aggregate value of all of such assets exceeds US$50,000. U.S. Holders should also be aware that if the Company were a
PFIC, they would generally be required to file IRS Form 8261 during any taxable year in which such U.S. Holder recognizes gain or receives an excess distribution or with respect to which
the U.S. Holder has made certain elections. U.S. Holders should consult their own tax advisors regarding the application of the information reporting rules to the Offered Shares and
their particular situations.
PLAN OF DISTRIBUTION
The Offering consists of 51,300,000 Common Shares at the Offering Price of $25.35 per Common Share and up to an additional 7,695,000
Common Shares at the Offering Price if the Over-Allotment Option is exercised. The Firm Shares will be issued on the Closing Date pursuant to the Underwriting Agreement
(as defined below).
Under
an underwriting agreement (the "Underwriting Agreement") dated as of March 26, 2021 among the Company and the Underwriters, the Company has agreed to sell the Firm
Shares to the Underwriters, and the Underwriters have severally (and not jointly or jointly and severally) agreed to purchase, as principal, such Firm Shares at the Offering Price of $25.35 per
Firm Share, payable in cash to TELUS against delivery of the Firm Shares on the Closing Date. The Underwriting Agreement provides that, in consideration of the services of the Underwriters in
connection with the Offering, the Company will pay the Underwriters a fee of approximately $0.89 per Common Share issued and sold as part of the Offering, for an aggregate fee payable of
$45,515,925 (in each case assuming the Over-Allotment Option is not exercised). The Underwriters' fee in respect of the Offering is payable on the Closing Date.
The
Company has granted to the Underwriters the Over-Allotment Option to purchase up to an additional 7,695,000 Common Shares at the Offering Price, on the same terms and conditions as
the Offering, exercisable in whole or in part at any time prior to 5:00 p.m. (Toronto time) on the 30th day following the Closing Date solely for the purpose of covering
over-allotments that exist on the Closing Date, if any, and for market stabilization purposes. A purchaser who acquires Common Shares forming part of the Underwriters' over-allocation position
acquires those Common Shares under this prospectus supplement, regardless of whether the over-allocation position is ultimately filled through the exercise of the Over-Allotment Option or through
secondary market purchases. If the Underwriters exercise the Over-Allotment Option in full, the total price to the public, underwriting commission and net proceeds to TELUS, before deducting expenses
of the Offering, will be approximately $1,496 million, $53 million and $1,443 million, respectively. This prospectus supplement qualifies the issuance of Common Shares upon
exercise of the Over-Allotment Option.
The
terms of the Offering were established through negotiation between the Company and the Lead Underwriters, on their own behalf and on behalf of the other Underwriters.
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The
total expenses related to the Offering to be paid by the Company, excluding the Underwriters' fee, are estimated to be approximately $1,250,000.
In
connection with the Offering, certain of the Underwriters or securities dealers may distribute this prospectus supplement electronically.
The
obligations of the Underwriters under the Underwriting Agreement are several (and not joint or joint and several), and may be terminated upon the occurrence of certain stated
events. Such events include, but are not limited to, (a) (i) trading generally (or specifically in the case of the Common Shares) having been suspended or materially limited on or by, as
the case may be, either of the NYSE or the TSX, (ii) a material disruption in securities settlement, payment or clearance services in the United States or Canada shall have occurred, or
(iii) any moratorium on commercial banking activities shall have been declared by either Federal or New York State authorities or in Canada by the Canadian federal or provincial
authorities, and in the case of any of the foregoing, such event, singly or together, in the opinion of the Underwriters or any of them, acting reasonably, would be expected to have a material adverse
effect on the market price or market value of the Common Shares, (b) any inquiry, action, suit, investigation or other proceeding (whether formal or informal) having been commenced, threatened
or announced or any order or ruling having been issued under or pursuant to any statute of Canada or any province, or of the United States or any state thereof or by any official of any stock
exchange or by any other regulatory authority having jurisdiction over a material portion of the business, operations or affairs of the Company and its subsidiaries, taken as a whole, or otherwise, or
any change of law, or the interpretation, pronouncement or administration thereof or in respect thereof which in the opinion of such Underwriter, acting reasonably, prevents or operates to prevent or
restrict the distribution of, trading in the Common Shares, (c) there should occur, develop or come into effect any event, action, state, condition, or major financial occurrence of national or
international consequence or any law or regulation, any outbreak or escalation of hostilities or any change in financial markets or any calamity or crisis, including as result of COVID-19 only
to the extent that there are material adverse developments related thereto after the date of the Underwriting Agreement, that, in the reasonable opinion of the applicable Underwriter, seriously
adversely affects, or will seriously adversely affect, (i) the financial markets in Canada or the United States, (ii) the business, operations or affairs of the Company and its
subsidiaries, taken as a whole, or (iii) the market price or market value of the Common Shares, (d) any material change or change in material fact in or affecting the general affairs,
assets or properties, business, prospects, results of operations or the condition (financial or otherwise) of the Company and its subsidiaries, taken as a whole, that in any case in the opinion of the
Underwriters or any of them, acting reasonably, would be expected to have a material adverse effect on the market price or market value of the Common Shares, or (e) the Company shall be in
breach of or default under or in non-compliance with any material representation, warranty, term, condition or covenant of the Underwriting Agreement in any material respect.
If
an Underwriter fails to purchase the Firm Shares which it has agreed to purchase, the remaining Underwriter(s) may, but are not obligated to, purchase such Firm Shares, provided that
if the number of Firm Shares that a defaulting Underwriter(s) agreed but failed to purchase is less than or equal to 12% of the aggregate number of Firm Shares agreed to be purchased by the
Underwriters (excluding any Option Shares), then the other Underwriters are severally obligated to purchase the Firm Shares which the defaulting Underwriter or Underwriters failed to purchase, on a pro rata basis or as they may otherwise agree between themselves. If the aggregate amount of Firm Shares not purchased is greater than 12% of the
aggregate number of Firm Shares agreed to be purchased by the Underwriters (excluding any Option Shares), then each of the Underwriters shall be relieved of its obligations to purchase its respective
percentage of the Firm Shares, subject to the terms and conditions of the Underwriting Agreement. The Underwriters are, however, obligated to take up and pay for all of the Firm Shares if any of the
Firm Shares are purchased under the Underwriting Agreement, but are not obligated to take up and pay for any Option Shares under the Over-Allotment Option. The Underwriting Agreement also provides
that the Company will indemnify the Underwriters and their respective directors, officers, affiliates, employees, and each person who controls any Underwriter within the meaning of Section 15
of the U.S. Securities Act or Section 20 of the U.S. Exchange Act against certain liabilities, claims, demands, losses, costs, damages and expenses.
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The Underwriters are offering the Offered Shares, subject to prior sale, if, as and when issued to and accepted by them, subject to certain conditions contained
in the Underwriting Agreement.
The
Offering Price for the Offered Shares offered in Canada and in the U.S. is payable in Canadian dollars only. All of the proceeds of the Offering will be paid to TELUS by the
Underwriters in Canadian dollars based on the Canadian dollar Offering Price. The Underwriters propose to offer the Offered Shares initially at the Offering Price. After a reasonable effort has been
made to sell all of the Offered Shares at the Offering Price, the Underwriters may subsequently reduce the selling price to investors from time to time in order to sell any of the Offered Shares
remaining unsold. Any such reduction will not affect the net proceeds received by the Company pursuant to the Offering. In the event the Offering Price of the Offered Shares is reduced, the
compensation received by the Underwriters will be decreased by the amount by which the aggregate price paid by the purchasers for the Offered Shares is less than the gross proceeds paid to the Company
by the Underwriters for the Offered Shares.
Subscriptions
for Offered Shares will be received subject to rejection or allotment in whole or in part, and the right is reserved to close the subscription books at any time
without notice.
The
Common Shares are listed on the TSX and the NYSE. The Company has applied to the TSX and the NYSE to list the Offered Shares. Listings will be subject to TELUS fulfilling all the
listing requirements of the TSX and the NYSE, as applicable. There can be no assurance that the Offered Shares will be accepted for listing on the TSX or the NYSE.
Pursuant
to policy statements of certain securities regulators, the Underwriters may not, throughout the period of distribution, bid for or purchase Common Shares. The policy statements
allow certain exceptions to the foregoing prohibitions. The Underwriters may only avail themselves of such exceptions on the condition that the bid or purchase not be engaged in for the purposes of
creating actual or apparent active trading in, or raising the price of, the Common Shares. These exceptions include a bid or purchase permitted under the Universal Market Integrity Rules for Canadian
Marketplaces of the Investment Industry Regulatory Organization of Canada, relating to market stabilization and passive market making activities and a bid or purchase made for and on behalf of a
customer where the order was not solicited during the period of distribution. Pursuant to the first mentioned exception, in connection with the Offering, the Underwriters may over-allot or effect
transactions which stabilize or maintain the market price of the Common Shares at levels other than those which otherwise might prevail on the open market. Such transactions, if commenced, may be
discontinued at any time.
Until
the distribution of Offered Shares is completed, SEC rules may limit the Underwriters from bidding for and purchasing Common Shares. The Company has been advised by the
Underwriters that, in connection with the Offering, the Underwriters may effect transactions that stabilize or maintain the market price of the Common Shares at levels other than those that might
otherwise prevail in the open market. Such transactions, if commenced, may be discontinued at any time. If the Underwriters create a short position in the Common Shares in connection with the Offering
(i.e. if they sell more Offered Shares than are listed on the cover of this prospectus supplement), the Underwriters may reduce that short position by purchasing Common Shares in the open
market. The Underwriters may also elect to reduce any short position by exercising all or part of the Over-Allotment Option described above. Purchases of Common Shares to stabilize the price or to
reduce a short position may cause the price of the Common Shares to be higher than it might be otherwise be in the absence of such purchases. No representation is made as to the magnitude or effect of
such stabilization or other activities. The Underwriters are not required to engage in these activities.
Pursuant
to the Underwriting Agreement, TELUS has agreed, subject to certain exceptions, not to directly or indirectly, create, allot, authorize, offer, issue, secure, pledge, sell,
contract to sell, sell any option or contract to purchase, purchase any option or contract to sell, grant any option, right or warrant to purchase, or otherwise lend, transfer or dispose of, directly
or indirectly, any Common Shares, rights to purchase such Common Shares or any securities convertible into or exercisable or exchangeable for such Common Shares, or enter into any swap or other
arrangement that transfers to another, in whole or in part, any of the economic consequences of ownership of such Common Shares, whether any such transaction described above is to be settled by
delivery of such Common Shares or such other securities or interests, in cash or otherwise, or agree to do any of the foregoing, for a period from the date of the Underwriting Agreement until
90 days following closing of the Offering without the prior written consent of the Lead Underwriters, on behalf of the Underwriters, which
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consent
will not be unreasonably withheld; provided that, TELUS shall not be prevented or restricted from doing any of the foregoing (i) pursuant to the Underwriting Agreement,
(ii) pursuant to the grant or exercise of equity-based compensation awards and other similar issuances in the normal course pursuant to any equity-based compensation plan, stock option
agreements or similar arrangements in effect on the date hereof, each as described in the Registration Statement, the Time of Sale Information and the Prospectuses (each as defined in the Underwriting
Agreement); (iii) to satisfy obligations of the Company in respect of existing agreements; (iv) pursuant to the exercise of currently outstanding convertible securities, options or
warrants of the Company; or (v) pursuant to the Company's existing Amended and Restated Dividend Reinvestment and Share Purchase Plan.
The
Offered Shares will be offered in Canada and the U.S. through the Underwriters either directly or, if applicable, through their respective Canadian or U.S. registered
broker-dealer affiliates or agents, as applicable. The Offering is being made concurrently in the U.S. and in all of the provinces of Canada pursuant to the multijurisdictional disclosure system
implemented by the SEC and the securities regulatory authorities in Canada. Offers may also be made on a private placement basis where permitted by applicable law. No Offered Shares will be offered or
sold in any jurisdiction except by or through brokers or dealers duly registered under the applicable securities laws of that jurisdiction, or in circumstances where an exemption from such registered
dealer requirements is available.
In
connection with the sale of the Offered Shares, the Underwriters may receive compensation from the Company or from purchasers of the Offered Shares for whom they may act as agents in
the form of concessions or commissions. Underwriters, dealers and agents that participate in the distribution of the Offered Shares may be deemed to be underwriters and any commissions received by
them from the Company and any profit on the resale of Offered Shares by them may be deemed to be underwriting commissions under the U.S. Securities Act.
It
is expected that the Company will arrange for the deposit of the Offered Shares distributed under this prospectus supplement under the book-based system of registration, to be
registered to CDS and, in the case of the Firm Shares, to be deposited with CDS on the Closing Date. No certificates evidencing the Offered Shares will be issued to purchasers of the Offered Shares.
Purchasers of Offered Shares will receive only a customer confirmation from the Underwriters or other registered dealer who is a CDS participant and from or through whom a beneficial interest in the
Offered Shares is purchased.
Neither
TELUS nor the Underwriters will assume any liability for: (a) any aspect of the records relating to the beneficial ownership of the Offered Shares held by CDS or the
payments relating thereto; (b) maintaining, supervising or reviewing any records relating to the Offered Shares; or (c) any advice or representation made by or with respect to CDS and
those contained in this prospectus supplement and relating to the rules governing CDS or any action to be taken by CDS or at the direction of its CDS participants. The rules governing CDS provide that
it acts as the agent and depository for the CDS participants. As a result, CDS participants must look solely to CDS and persons, other than CDS participants, having an interest in the Offered Shares
must look solely to CDS participants for payments made by or on behalf of TELUS to CDS in respect of the Offered Shares.
Each
of the Underwriters, other than Canaccord Genuity Corp. and Morgan Stanley Canada Limited, is an affiliate of a financial institution which is a lender to the Company under the 2018
Credit Facility. Each of the Underwriters, other than J.P. Morgan Securities Canada Inc., Canaccord Genuity Corp., and Morgan Stanley Canada Limited, is an affiliate of a financial institution
which is a lender to TELUS International (Cda) Inc. under the TELUS International Credit Facility. Consequently, the Company may be considered to be a connected issuer of each such Underwriter
for purposes of securities legislation of the provinces of Canada.
The
2018 Credit Facility consists of a $2.25 billion unsecured revolving credit facility maturing May 31, 2023. As of December 31, 2020, no amounts were drawn on the
2018 Credit Facility and approximately $731 million was utilized to backstop outstanding commercial paper. As of March 25, 2021, no amounts have been drawn on the 2018 Credit Facility.
The
TELUS International Credit Facility consists of an approximately US$1.7 billion bank credit facility expiring on January 28, 2025, other than amounts owing under a
US$250 million term loan component of such facility which will become due on December 22, 2022. As of December 31, 2020, US$1.6 billion was drawn on
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the
TELUS International Credit Facility. As of March 25, 2021, approximately US$1.1 billion has been drawn on the TELUS International Credit Facility.
TELUS
is and has been in compliance with the terms of the 2018 Credit Facility and the TELUS International Credit Facility. None of the lenders under the 2018 Credit Facility or the
TELUS International Credit Facility, or the Underwriters were involved in the Company's decision to distribute the Common Shares offered hereby. The Lead Underwriters, on their own behalf and on
behalf of the other Underwriters, negotiated the terms and conditions of this Offering and will not benefit in any manner from this Offering other than as described herein. The net proceeds will be
used to further strengthen the Company's balance sheet and, principally, to capitalize on a unique strategic opportunity to accelerate its broadband capital investment program, including the
substantial advancement of the build-out of TELUS PureFibre infrastructure in Alberta, British Columbia and Eastern Quebec, as well as an accelerated roll-out of the Company's national 5G network. The
proceeds of this Offering will not be applied for the benefit of the Underwriters or their affiliates, other than as described herein.
In
addition, in the ordinary course of their business activities, the Underwriters and their affiliates may make or hold a broad array of investments and actively trade debt and equity
securities (or related derivative securities) and financial instruments (including bank loans) for their own account and for the accounts of their customers. Such investments and securities
activities may involve securities and/or instruments of the Company or its affiliates. If any of the Underwriters or their affiliates have a lending relationship with the Company, certain of those
Underwriters or their affiliates routinely hedge, and certain other of those Underwriters or their affiliates may hedge, their credit exposure to the Company consistent with their customary risk
management policies. Typically, these Underwriters and their affiliates would hedge such
exposure by entering into transactions which consist of either the purchase of credit default swaps or the creation of short positions in the Company's securities, including potentially the Common
Shares offered hereby. Any such credit default swaps or short positions could adversely affect future trading prices of the Common Shares offered hereby. Certain of the Underwriters or their
affiliates have in the past engaged, and may in the future engage, in transactions with, and perform services, including commercial banking, financial advisory and investment banking services, for the
Company and its related issuers in the ordinary course of business for which they have received or may receive customary compensation. The Underwriters and their affiliates may also make investment
recommendations and/or publish or express independent research views in respect of such securities or financial instruments and may hold, or recommend to clients that they acquire, long and/or short
positions in such securities and instruments.
Settlement Cycle
It is expected that delivery of the Firm Shares will be made against payment therefor on or about March 31, 2021, which will be
three (3) business days following the date of this prospectus supplement. Under Rule 15c6-1 of the U.S. Exchange Act, trades in the secondary market generally are required to
settle in two business days, unless the parties to any such trade expressly agree otherwise. Accordingly, purchasers who wish to trade their Firm Shares prior to the Closing Date may be required, by
virtue of the fact that the Firm Shares will settle in T+3, to specify an alternate settlement cycle at the time of any such trade to prevent a failed settlement. Purchasers of the Firm Shares who
wish to trade their Firm Shares prior to the Closing Date should consult their own advisors.
LEGAL MATTERS
Certain legal matters in connection with this Offering will be passed upon on behalf of the Company by Norton Rose Fulbright
Canada LLP, of Toronto, Ontario, the Company's Canadian counsel and Paul, Weiss, Rifkind, Wharton & Garrison LLP, New York, New York, the Company's
U.S. counsel, and on behalf of the Underwriters by Osler, Hoskin & Harcourt LLP, of Toronto, Ontario, and New York, New York, the Underwriters' Canadian and
U.S. counsel. The partners and associates of each of Norton Rose Fulbright Canada LLP and Osler, Hoskin & Harcourt LLP as a group each beneficially own, directly or
indirectly, less than 1% of the outstanding securities of the Company.
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AUDITORS, REGISTRAR AND TRANSFER AGENT
The auditor for the Company is Deloitte LLP, Independent Registered Public Accounting Firm, located at 939 Granville St,
Vancouver, British Columbia V6Z 1L3. Deloitte LLP is independent within the meaning of the Rules of Professional Conduct of the Chartered Professional Accountants of British Columbia,
and within the meaning of the U.S. Securities Act, and the applicable rules and regulations thereunder adopted by the SEC and the Public Company Accounting Oversight Board
(United States) (PCAOB).
The
transfer agent and registrar of the Common Shares is Computershare Trust Company of Canada at its principal office in the City of Calgary, Alberta.
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SHORT FORM BASE SHELF PROSPECTUS
TELUS Corporation
$3,500,000,000
Debt Securities
Preferred Shares
Common Shares
Warrants to Purchase Equity Securities
Warrants to Purchase Debt Securities
Share Purchase Contracts
Share Purchase or Equity Units
Subscription Receipts
TELUS Corporation ("TELUS" or the "Company") may offer and issue from time to time any bonds, debentures, notes or other evidences of indebtedness of any kind, nature or
description (collectively, "Debt Securities"), preferred shares or common shares (collectively, the "Equity Securities"), warrants to purchase Equity Securities and warrants to purchase Debt
Securities (collectively, the "Warrants"), Share Purchase Contracts (as defined under "Description of Share Purchase Contracts and Share Purchase or Equity Units" herein), Share Purchase or
Equity Units (as defined under "Description of Share Purchase Contracts and Share Purchase or Equity Units" herein), and subscription receipts that entitle the holder to receive upon
satisfaction of certain release conditions, and for no additional consideration, Debt Securities, Equity Securities, Warrants, Share Purchase Contracts or Share Purchase or Equity Units ("Subscription
Receipts", and together with the Debt Securities, Equity Securities, Warrants, Share Purchase Contracts or Share Purchase or Equity Units, the "Securities") of up to $3,500,000,000 aggregate initial
offering price of Securities (or the equivalent thereof in one or more foreign currencies or composite currencies, including United States dollars) during the 25-month period that this
short form base shelf prospectus (the "Prospectus"), including any amendments thereto, is valid. Securities may be offered separately or together, in amounts, at prices and on terms to be
determined based on market conditions at the time of sale and set forth in an accompanying shelf prospectus supplement (a "Prospectus Supplement").
The
specific terms of the Securities with respect to a particular offering will be set out in the applicable Prospectus Supplement and may include, where applicable (i) in the case of Debt
Securities, the specific designation, aggregate principal amount, the currency or the currency unit for which the Debt Securities may be purchased, the maturity, interest provisions, authorized
denominations, offering price, covenants, events of default, any terms for redemption or retraction, any exchange or conversion terms, whether the debt is senior or subordinated and any other terms
specific to the Debt Securities being offered; (ii) in the case of common shares of TELUS ("Common Shares"), the number of Common Shares offered and the offering price; (iii) in the case
of Equity Securities other than Common Shares, the designation of the particular class and series, the number of shares offered, the issue price, dividend rate, if any, and any other terms specific to
the Equity Securities being offered; (iv) in the case of Warrants, the designation, number and terms of the Equity Securities or Debt Securities purchasable upon exercise of the Warrants, any
procedures that will result in the adjustment of these numbers, the exercise price, dates and periods of exercise, the currency in which the Warrants are issued and any other specific terms;
(v) in the case of Share Purchase Contracts, the designation, number and terms of the Equity Securities to be purchased under the Share Purchase Contract, any procedures that will result in the
adjustment of these numbers, the purchase price and purchase date or dates of the Equity Securities, any requirements of the purchaser to secure its obligations under the Share Purchase Contract and
any other specific terms; (vi) in the case of Share Purchase or Equity Units, the terms of the component Share Purchase Contract and Debt Securities or third party obligations, any requirements
of the purchaser to secure its obligations under the Share Purchase Contract by the Debt Securities or third party obligations and any other specific terms; and (vii) in the case of
Subscription Receipts, the offering price (or the manner of determination thereof if offered on a non-fixed price basis), the procedures for the exchange of Subscription Receipts for Debt
Securities, Equity Securities, Warrants, Share Purchase Contracts or Share Purchase or Equity Units, as the case may be, and any other specific terms thereof. Where required by statute, regulation or
policy, and where Securities are offered in
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currencies
other than Canadian dollars, appropriate disclosure of foreign exchange rates applicable to such Securities will be included in the Prospectus Supplement describing such Securities. The
sale of Common Shares may be effected from time to time in one or more transactions at non-fixed prices pursuant to transactions that are deemed to be "at-the-market distributions" as defined in
National Instrument 44-102 Shelf Distributions, including sales made directly on the Toronto Stock
Exchange (the "TSX") or the New York Stock Exchange (the "NYSE") or other existing trading markets for the Common Shares, and as set forth in a Prospectus Supplement for such
purpose. See "Plan of Distribution".
All
information permitted under applicable securities laws to be omitted from this Prospectus will be contained in one or more Prospectus Supplements that will be delivered to purchasers together with
this Prospectus. Each Prospectus Supplement will be deemed to be incorporated by reference into this Prospectus as of the date of the Prospectus Supplement and only for the purposes of the
distribution of the Securities to which the Prospectus Supplement pertains.
TELUS
has filed an undertaking with the British Columbia Securities Commission that it will not distribute Securities that, at the time of distribution, are novel specified derivatives or asset-backed
securities without pre-clearing with the applicable regulator the disclosure to be contained in the Prospectus Supplement pertaining to the distribution of such Securities.
For
the purpose of calculating the Canadian dollar equivalent of the aggregate principal amount of Securities issued under this Prospectus from time to time, Securities denominated in or issued in, as
applicable, a currency (the "Securities Currency") other than Canadian dollars will be translated into Canadian dollars using the Bank of Canada daily exchange rate of Canadian dollars with the
Securities Currency in effect as of 4:30 p.m. (Toronto time) on the business day before the issue of such Securities.
TELUS
maintains its registered office at 510 W. Georgia St., 7th Floor, Vancouver, British Columbia V6B 0M3 and its executive office at 510 W. Georgia St.,
23rd Floor, Vancouver, British Columbia V6B 0M3.
This offering is made by a Canadian issuer that is permitted, under a multijurisdictional disclosure system adopted by the United States, to prepare this Prospectus in
accordance with the disclosure requirements of Canada. Prospective investors in the United States should be aware that such requirements are different from those of the United States.
The financial statements included or incorporated herein have been prepared using International Financial Reporting Standards as issued by the International Accounting Standards Board and they are
subject to Canadian and United States auditing and auditor independence standards. They may not be comparable to financial statements of United States companies.
Prospective investors should be aware that acquisition of the Securities described herein may have tax consequences both in the United States and in Canada. Such
consequences for investors who are resident in, or citizens of, the United States may not be described fully herein.
The enforcement by investors of civil liabilities under the United States federal securities laws may be affected adversely by the fact that TELUS is incorporated or
organized under the laws of the Province of British Columbia, that some or all of its officers and directors may be residents of Canada, that some or all of the underwriters or experts named in this
Prospectus and/or in a Prospectus Supplement may be residents of Canada, and that all or a substantial portion of the assets of TELUS and said persons may be located outside the
United States.
THE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE UNITED STATES SECURITIES AND EXCHANGE COMMISSION NOR HAS THE UNITED STATES SECURITIES AND EXCHANGE COMMISSION PASSED
UPON THE ACCURACY OR ADEQUACY OF THIS PROSPECTUS. ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE.
This
Prospectus constitutes a public offering of the Securities only in those jurisdictions where they may be lawfully offered for sale and therein only by persons permitted to sell such Securities.
The Company may offer and sell Securities to or through underwriters or dealers and also may offer and sell certain Securities directly to other purchasers or through agents. A Prospectus Supplement
relating to each issue of Securities offered thereby will set forth the names of any underwriters, dealers or agents involved in the sale of such Securities and the compensation of any such
underwriters, dealers or agents. The Common Shares are listed on the TSX under the symbol "T" and the NYSE under the symbol "TU". Unless otherwise specified in the applicable Prospectus Supplement,
Securities other than the Common Shares will not be listed on any securities exchange.
The
offering of Securities hereunder is subject to approval of certain legal matters on behalf of TELUS by Norton Rose Fulbright Canada LLP, Toronto, Ontario and by Paul, Weiss, Rifkind,
Wharton & Garrison LLP, New York, New York.
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Unless the context otherwise indicates, references in this Prospectus to "TELUS" or the "Company" are references to TELUS Corporation, its consolidated
subsidiaries and predecessor companies.
DOCUMENTS INCORPORATED BY REFERENCE
The following documents of the Company, each of which has been filed by the Company with the securities commissions or similar
regulatory authorities in each of the provinces of Canada, are specifically incorporated by reference into, and form an integral part of, this Prospectus:
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(a)
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the annual information form of the Company dated February 13, 2020, for the year ended December 31, 2019;
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(b)
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the audited consolidated financial statements of the Company as at and for the years ended December 31, 2019 and 2018, together with the report of the independent registered public accounting firm thereon and the
notes thereto;
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(c)
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Management's Discussion and Analysis of financial results for the year ended December 31, 2019;
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(d)
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the unaudited condensed interim consolidated financial statements of the Company as at and for the three-month period ended March 31, 2020 together with the notes thereto;
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(e)
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Management's Discussion and Analysis of financial results for the three-month period ended March 31, 2020;
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(f)
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the information circular dated March 11, 2020, prepared in connection with the Company's annual general meeting held on May 7, 2020; and
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(g)
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the material change report of the Company dated February 18, 2020 in respect of the Share Subdivision (as defined herein).
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Any documents of a type described in Item 11.1 of Form 44-101F1 Short Form
Prospectus, including the types referred to above, any material change reports (excluding confidential reports), and business acquisition reports filed by the Company pursuant
to the requirements of securities legislation of any province of Canada, and any other disclosure document which the Company has filed pursuant to an undertaking to a securities regulatory authority
of any province of Canada, in each case, after the date of this Prospectus and prior to the date on which this Prospectus ceases to be effective, shall be deemed to be incorporated by reference into
this Prospectus. In addition, to the extent indicated in any Report on Form 6-K filed with the SEC or in any Report on Form 40-F filed with the United States Securities and
Exchange Commission (the "SEC"), any information included therein shall be deemed to be incorporated by reference in this Prospectus.
Any statement contained in a document incorporated or deemed to be incorporated by reference herein shall be deemed to be modified or superseded for the purposes
of this Prospectus to the extent that a statement
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contained herein or in any other subsequently filed document which also is or is deemed to be incorporated by reference herein modifies or supersedes such statement. The modifying or superseding
statement need not state that it has modified or superseded a prior statement or include any other information set forth in the document which it modifies or supersedes. The making of such a modifying
or superseding statement shall not be deemed an admission for any purposes that the modified or superseded statement, when made, constituted a misrepresentation, an untrue statement of a material fact
or an omission to state a material fact that is required to be stated or that is necessary to make a statement not misleading in light of the circumstances in which it was made. Any statement so
modified or superseded shall not constitute a part of this Prospectus, except as so modified or superseded.
A
Prospectus Supplement containing the specific terms of an offering of Securities, updated disclosure of earnings coverage ratios, if applicable, and other information relating to the
Securities, will be delivered to prospective purchasers of such Securities together with this Prospectus and will be deemed to be incorporated by reference into this Prospectus as of the date of such
Prospectus Supplement only for the purpose of the offering of the Securities covered by that Prospectus Supplement.
Upon
the filing of a subsequent annual information form and the related annual financial statements by the Company with and, where required, accepted by, the applicable securities
regulatory authorities during the currency of this Prospectus, the previous annual information form, the previous annual financial statements and all interim financial statements, and the accompanying
Management's Discussion and Analysis, and material change reports filed prior to the commencement of the Company's financial year in which such subsequent annual information form is filed, and
information circulars and business acquisition reports filed prior to the commencement of the Company's financial year in respect of which such subsequent annual information form is filed, shall be
deemed no longer to be incorporated into this Prospectus for purposes of further offers and sales of Securities hereunder. Upon interim financial statements and the accompanying Management's
Discussion and Analysis for subsequent interim periods being filed with the applicable securities regulatory authorities during the currency of this Prospectus, all interim financial statements and
the accompanying Management's Discussion and Analysis filed prior to such subsequent interim financial statements will be deemed no longer to be incorporated into this Prospectus for purposes of
further offers and sales of Securities hereunder. Upon the Company filing an information circular in connection with an annual general meeting, the information circular filed in connection with the
previous annual general meeting (unless such information circular also related to a special meeting) will be deemed no longer to be incorporated into this Prospectus for purposes of further offers and
sales of the Securities hereunder.
In
addition to its continuous disclosure obligations under the securities laws of the provinces of Canada, TELUS is subject to the information requirements of the United States Securities Exchange Act of 1934, as amended, and in accordance therewith files reports and other information with the SEC. Under
the multijurisdictional disclosure system adopted by the United States, such reports and other information may be prepared in accordance with the disclosure requirements of Canada, which
requirements are different from those of the United States. Such reports and other information, when filed by TELUS in accordance with such requirements, are available to the public on the
SEC's website at www.sec.gov. The Common Shares are listed on the NYSE.
Prospective
investors should rely only on the information contained in or incorporated by reference in this Prospectus or any applicable Prospectus Supplement. The Company has not
authorized anyone to provide prospective investors with different or additional information. The Company is not making an offer of the Securities in any jurisdiction where the offer is not permitted
by law. Prospective investors should not assume that the information contained in or incorporated by reference in this Prospectus or any applicable Prospectus Supplement is accurate as of any date
other than the date on the front of this Prospectus or the applicable Prospectus Supplement.
Any
"template version" of any "marketing materials" (as such terms are defined in National
Instrument 41-101 General Prospectus Requirements) filed after the date of a Prospectus Supplement and
before the termination of the distribution of the Securities offered pursuant to such Prospectus Supplement (together with this Prospectus) is deemed to be incorporated by reference in such Prospectus
Supplement.