TELUS update on foreign ownership levels
Returns to normal levels as Mason appears to be exiting investment
VANCOUVER, Dec. 17, 2012 /CNW/ - TELUS' foreign ownership level is once again consistent with the approximate 15 per cent level the company announced for mid-November. Based on large reservation applications by non-Canadian investors, likely primarily consisting of New York hedge fund Mason Capital, TELUS' potential foreign ownership level briefly spiked to more than 30 per cent at the end of November. These reservation applications have now expired unfilled and therefore all requests by non-Canadians to purchase common shares are being considered and approved, if they do not risk causing TELUS to exceed the foreign ownership regulatory cap of 33 1/3 per cent.
TELUS believes Mason Capital temporarily borrowed or otherwise acquired TELUS shares for a few days over the end of the month to avoid publicly disclosing what otherwise would have been a significant reduction in its shareholdings in TELUS. A similar pattern was observed at the end of October.
Mason previously filed on September 10, 2012 under the Alternative Monthly Reporting System (AMRS) that it owned approximately 18.7 per cent of TELUS Common Shares as of August 31, 2012. The AMRS only requires updated disclosure within 10 days after the end of a month if an investor's position has materially changed as of the last day of that month compared to their previous position disclosed pursuant to the AMRS. In contrast, entities subject to the usual early warning rules must normally file details of any material changes in their trading position promptly after making the change and insiders (including entities holding more than 10 per cent of TELUS' common shares), must ordinarily file a report within five days of any change in their position, giving investors critical information on a timely basis and ensuring an open and transparent market.
The AMRS is intended to allow large but passive institutional investors - such as pension funds - to avoid the extra workload of having to file daily reports on their trades.
"Mason Capital's trading tactics appear designed to exploit the AMR system so that they can hide their true position in TELUS shares," said Robert McFarlane, TELUS Executive Vice-President and CFO. "It's a misuse of a tool created for large passive investors whereas Mason has employed an activist trading strategy to undermine TELUS' efforts to consolidate its share structure. By using this disclosure system to avoid reporting their shrinking holdings in TELUS, we believe Mason is hoping to create the illusion that they are maintaining their investment position while awaiting the judgment of the BC Supreme Court on their appeals against TELUS' application for a Final Order to approve the share exchange plan of arrangement. Such a tactic is consistent with an objective to maintain the largest possible spread between our share class prices, while they continue to exit their remaining spread widening trade position in order to minimize their financial loss."
TELUS noted several large trades at the end of October and again at the end of November. Both times, TELUS saw an approximately corresponding increase in the short common position. Subsequently, these trading positions were unwound immediately following month-end. TELUS believes Mason was temporarily increasing its ownership over the reporting period and thus avoiding reporting that its actual ownership in TELUS has declined sharply as it exits its position with as little financial loss as possible.
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. There can be no assurance that Mason Capital will exit its position in TELUS. 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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