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Telus Corp (2)
Symbol T
Shares Issued 1,524,520,592
Close 2025-06-20 C$ 21.98
Market Cap C$ 33,508,962,612
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Telus starts tender offers for $600M of notes

2025-06-20 16:29 ET - News Release

Mr. Steve Beisswanger reports

TELUS ANNOUNCES CASH TENDER OFFERS FOR EIGHT SERIES OF DEBT SECURITIES

Telus Corp. has started separate offers to purchase for cash up to $600-million (the maximum purchase amount) in aggregate purchase price, excluding accrued and unpaid interest, of its outstanding senior notes of the eight series listed in the attached table, which maximum purchase amount may be increased, decreased or waived by the company in its sole discretion. Each offer is subject to the satisfaction or waiver of certain conditions, including the financing condition (as defined below).

The offers

The offers are made upon the terms and subject to the conditions set forth in the offer to purchase dated June 20, 2025, relating to the notes. Capitalized terms used but not defined in this news release have the meanings given to them in the offer to purchase.

The amount of notes purchased in the offers and the allocation of such amount between the eight series listed below will be determined by the company, in its sole discretion. The offers may be subject to proration as described in the offer to purchase.

Terms of the offers

The offers will expire at 5 p.m. Eastern Time on June 27, 2025, unless extended or earlier terminated by the company. Notes may be validly withdrawn at any time at or prior to 5 p.m. Eastern Time on June 27, 2025, unless extended by the company with respect to any offer.

Provided that the financing condition has been satisfied or waived by the settlement date (as defined below) and all other conditions to the offers have been satisfied or waived by the company by the expiration date, settlement for all notes validly tendered, and not validly withdrawn prior to the expiration date and accepted for purchase will be three business days after the expiration date, which is expected to be July 3, 2025, unless extended by the company with respect to any offer.

Upon the terms and subject to the conditions set forth in the offer to purchase, holders whose notes are accepted for purchase in the offers will receive the applicable total consideration for each $1,000 principal amount of such notes in cash on the settlement date. Promptly after 11 a.m. Eastern Time on June 30, 2025, the price determination date, unless extended by the company with respect to any offer, the company will issue a press release specifying, among other things, the total consideration for each series of notes validly tendered and accepted for purchase or that the company intends to accept for purchase subject to the satisfaction or waiver of the financing condition by the settlement date.

In addition to the applicable total consideration, holders whose notes are accepted for purchase by the company will receive a cash payment equal to the accrued and unpaid interest on such notes from and including the immediately preceding interest payment date for such notes to, but excluding, the settlement date (the accrued coupon payment). Interest will cease to accrue on the settlement date for all notes accepted in the offers. Under no circumstances will any interest be payable because of any delay in the transmission of funds to Holders by CDS Clearing and Depository Services Inc. or its participants.

Any notes validly tendered pursuant to the offers but not accepted for purchase by the company will be returned promptly to the tendering holders thereof.

The company may increase or waive the maximum purchase amount with or without extending the withdrawal date. If holders tender more notes in the offers than they expect to be accepted for purchase based on the maximum purchase amount and the company subsequently accepts more than such holders expected of such notes tendered as a result of an increase of the maximum purchase amount, such holders may not be able to withdraw any of their previously tendered notes.

The offers are subject to the satisfaction or waiver of certain conditions as described in the offer to purchase, including the company having raised by the settlement date net proceeds through one or more issuances of debt in the public or private capital markets, on terms reasonably satisfactory to the company, sufficient to purchase all notes validly tendered (and not validly withdrawn), and accepted for purchase by the company in the offers and to pay accrued and unpaid interest and all fees and expenses in connection with the offers. The company reserves the right, subject to applicable law, to waive any and all conditions to any offer. If any of the conditions is not satisfied, the company is not obligated to accept for payment, purchase or pay for, and may delay the acceptance for payment of, any tendered notes, in each event subject to applicable laws, and may terminate or alter any or all of the offers. The offers are not conditioned on the tender of any aggregate minimum principal amount of notes of any series (subject to minimum denomination requirements as set forth in the offer to purchase).

The company has retained RBC Dominion Securities Inc., BMO Nesbitt Burns Inc., CIBC World Markets Inc., Scotia Capital Inc. and TD Securities Inc. to act as lead dealer managers for the offers. Questions regarding the terms and conditions for the offers or for copies of the offer to purchase should be directed to RBC at 1-877-381-2099 (toll-free) or 1-416-842-6311 (collect), BMO at 1-833-418-0762 (toll-free) or 1-416-359-6359 (collect), CIBC at 1-416-594-8515 (collect), Scotia at 1-416-863-7438 (collect), or TD at 1-866-584-2096 (toll-free) or 1-416-982-6451 (collect). You may also contact your broker, dealer, commercial bank, trust company or other nominee for assistance concerning the offers.

Computershare Investor Services Inc. will act as the tender agent for the offers.

If the company terminates any offer with respect to one or more series of notes, it will give prompt notice to the tender agent, and all notes tendered pursuant to such terminated offer will be returned promptly to the tendering holders thereof. With effect from such termination, any notes blocked in CDS will be released.

Holders are advised to check with any bank, securities broker or other intermediary through which they hold notes as to when such intermediary would need to receive instructions from a beneficial owner in order for that holder to be able to participate in, or withdraw their instruction to participate in the offers before the deadlines specified herein and in the offer to purchase. The deadlines set by any such intermediary and CDS for the submission and withdrawal of tender instructions will also be earlier than the relevant deadlines specified herein and in the offer to purchase.

In any jurisdiction in which the securities laws require the offers to be made by a licensed broker or dealer, the offers will be deemed to have been made on behalf of the company by the dealer managers or one or more registered brokers or dealers that are licensed under the laws of such jurisdiction.

About Telus Corp.

Telus is a world-leading communications technology company operating in more than 45 countries and generating over $20-billion in annual revenue with more than 20 million customer connections through the company's advanced suite of broadband services for consumers, businesses and the public sector. Telus is committed to leveraging its technology to enable remarkable human outcomes. Telus is passionate about putting the company's customers and communities first, leading the way globally in client service excellence and social capitalism. The company's Telus health business is enhancing more than 150 million lives across 200 countries and territories through innovative preventive medicine and well-being technologies. The company's Telus agriculture and consumer goods business utilizes digital technologies and data insights to optimize the connection between producers and consumers. Guided by the company's enduring "give where we live" philosophy, Telus, its team members and retirees have contributed $1.8-billion in cash, in-kind contributions, time and programs including 2.4 million days of service since 2000, earning the company the distinction of the world's most giving company.

We seek Safe Harbor.

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