VANCOUVER April 24, 2012 May 9, 2012
Glass Lewis also recommends that shareholders vote in favour of the proposal, noting, "the potential long term financial benefits of a simplified share class structure, which will replace a share structure that was established to address foreign ownership restrictions that are no longer a major concern for the company, outweigh any short term dilutive effects or costs resulting from the conversion."
Mr. Entwistle added, "Accordingly, I ask all TELUS shareholders to participate and support our proposal on this important vote that is so clearly consistent with good corporate governance and the long-term interests of TELUS shareholders."
TELUS engages soliciting dealer group
In addition, TELUS is forming a soliciting dealer group and engaging CIBC as soliciting dealer manager in connection with the annual general and special meeting.
$0.10 $50 $1,500 $50
TELUS has previously communicated that the share conversion was proposed in response to feedback from significant institutional shareholders and would result in the extension of voting rights to all TELUS shareholders. The proposed one-for-one conversion ratio is consistent with the company’s Articles in the event that foreign ownership restrictions are eliminated and past proposed transactions such as the planned Income Trust conversion in 2006 where both classes were to receive one trust unit for each share. The Non-Voting Shares have the same economic interest in TELUS as the Common Shares with the same dividends and strong liquidity and takeover coattail rights that ensure equal economic participation in a takeover premium.
The benefits of the proposal include:
- Enhancing the liquidity and marketability of the Common Shares, including through a listing of the Common Shares on the NYSE for the first time. TELUS has approximately 175 million Common and 150 million Non-Voting Shares outstanding. The proposal would result in one Common Share class with approximately 325 million shares outstanding.
- Enhancing TELUS’ leadership in respect of good corporate governance practices by granting the right to vote to shareholders holding approximately 46 per cent of the shares who have the same economic interest in the Company as the Common shareholders
- Aligning the capital structure of the Company with what is generally viewed as best practice
- Addressing concerns expressed by some shareholders about the impact of TELUS’ dual- class share structure on liquidity and trading volumes.
Furthermore, TELUS retains the ongoing ability to comply with the foreign ownership restrictions and the proposal does not affect the earnings per share and dividend paid per Common Share and Non-Voting Share.
|This news release contains statements about expected future events of TELUS that are forward-looking. By their nature, forward-looking statements require the Company to make assumptions and predictions and are subject to inherent risks and uncertainties. There can be no assurance that the proposal will receive voting approval and if not approved the market price of Non-Voting Shares and/or Common Shares may decline, given that share prices in both classes increased on the announcement of the proposal. There is significant risk that the forward-looking statements will not prove to be accurate. Readers are cautioned not to place undue reliance on forward-looking statements as a number of factors could cause actual future events to differ materially from that expressed in the forward-looking statements. Readers should review the risks and uncertainties set out in the "Forward Looking Statements" section at page 14 of TELUS’ 2012 Information Circular, available at www.sedar.com . Except as required by law, TELUS disclaims any intention or obligation to update or revise forward-looking statements. Permission was not requested to quote from the ISS Report and the Glass Lewis Report.|
Canada $10.4 billion Darren Entwistle
$250 million Canada
SOURCE TELUS Corporation