TELUS updates investors on foreign ownership developments
CRTC dismisses Globalive foreign ownership complaint
Reservation applications may be restricted due to jump in foreign ownership
VANCOUVER, Dec. 6, 2012 /CNW/ - The CRTC yesterday dismissed a request from Globalive/WIND Mobile to review TELUS' foreign ownership levels, stating that it was "satisfied that TELUS' mechanisms for ensuring its compliance [with the regulated limit] are consistent with the provisions and requirements established in the Regulations."
Reservation applications may be restricted
TELUS has observed several trades of large blocks of its common shares on the Toronto Stock Exchange on November 29 and 30 and received reservation applications for the purchase of shares by non-Canadians for a similar amount of common shares. TELUS has also observed a significant increase in the short position in TELUS common shares in recent days.
The foregoing observations are consistent with Mason Capital and/or its funds re-establishing a significant long position in common shares and shifting their short position primarily to common shares. The re-established long common share position at November month-end could allow Mason to avoid having to publicly file an updated report on its ownership of TELUS shares under the Alternative Monthly Reporting System. Meanwhile Mason's concurrent shorting of common shares would continue to minimize their net investment. However, by significantly shifting their short position from non-voting shares to common shares Mason would reduce their exposure to the spread between the two classes of TELUS shares related to a forthcoming BC Supreme Court decision on whether to grant the final order under a plan of arrangement to approve TELUS' one-for-one share exchange proposal. This proposal previously received strong shareholder support on October 17.
On November 30, TELUS stated that "the Alternative Monthly Reporting System under which Mason has previously disclosed its trading position in TELUS shares only requires disclosure within 10 days of the end of a month in which there is a material change in the position. Accordingly, it is possible that Mason has simply borrowed or otherwise acquired shares on a short-term basis at month-end to avoid a reporting obligation."
Due to this sudden increase in foreign ownership levels, TELUS' transfer agent (Computershare) may not be able to approve new applications by non-Canadians to purchase TELUS common shares, if that purchase would risk causing the company to exceed the federally mandated 33.3 per cent foreign ownership level. The application and reservation system for the purchase of common shares by non-Canadians is a control which allows TELUS to determine if foreign ownership levels remain under the threshold.
On November 30, TELUS disclosed it had observed a material reduction in the non-Canadian ownership of its common shares to approximately 15 per cent as of November 16, 2012. That was down from almost 33 per cent when TELUS disclosed foreign ownership levels in March and July, and is consistent with TELUS' typical foreign ownership levels for the last few years.
TELUS also observed a significant reduction in the short positions being held of its common and non-voting shares. Based in part on this change in foreign ownership levels and short trading positions, TELUS believed Mason Capital had materially reduced both its long and short positions in the company.
Forward looking statement:
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 share exchange proposal will receive Court 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 February proposal. Also, there can be no assurance that a court decision will be released within expected timelines or that there will not be further court challenges or appeals. In addition, foreign ownership levels are based on estimates and there can be no assurance that levels will not change. 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. Except as required by law, TELUS disclaims any intention or obligation to update or revise forward-looking statements.
TELUS (TSX: T, T.A; NYSE: TU) is a leading national telecommunications company in Canada, with $10.8 billion of annual revenue and 13.0 million customer connections including 7.6 million wireless subscribers, 3.4 million wireline network access lines, 1.3 million Internet subscribers and more than 635,000 TELUS TV customers. Led since 2000 by President and CEO, Darren Entwistle, TELUS provides a wide range of communications products and services including wireless, data, Internet protocol (IP), voice, television, entertainment and video.
In support of our philosophy to give where we live, TELUS, our team members and retirees have contributed more than $260 million to charitable and not-for-profit organizations and volunteered 4.2 million hours of service to local communities since 2000. Fourteen TELUS Community Boards lead TELUS' local philanthropic initiatives. TELUS was honoured to be named the most outstanding philanthropic corporation globally for 2010 by the Association of Fundraising Professionals, becoming the first Canadian company to receive this prestigious international recognition.
For more information about TELUS, please visit telus.com.
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