| SECURITIES AND EXCHANGE
COMMISSION Washington, D.C. 20549 |
SCHEDULE 13G |
UNDER THE SECURITIES EXCHANGE ACT OF 1934
|
(Amendment
No. 3
)*
|
TELUS International (Cda) Inc. (Name of Issuer) |
Subordinate Voting Shares (Title of Class of Securities) |
87975H100 (CUSIP Number) |
12/31/2024 (Date of Event Which Requires Filing of this Statement) |
| Check the appropriate box to designate the rule pursuant to which this Schedule is filed: |
 Rule
13d-1(b) |
| Rule
13d-1(c) |
 Rule
13d-1(d) |
SCHEDULE 13G |
| CUSIP No. | 87975H100 |
| 1 | Names of Reporting Persons Riel B.V. | ||||||||
| 2 | Check the appropriate box if a member of a Group (see
instructions)
(a)
(b) | ||||||||
| 3 | Sec Use Only | ||||||||
| 4 | Citizenship or Place of Organization NETHERLANDS | ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 9 | Aggregate Amount Beneficially Owned by Each Reporting
Person 47,819,254.00 | ||||||||
| 10 | Check box if the aggregate amount in row (9) excludes
certain shares (See Instructions) | ||||||||
| 11 | Percent of class represented by amount in row (9) 39.05 % | ||||||||
| 12 | Type of Reporting Person (See Instructions) CO |
Comment for Type of Reporting Person:
COMMENT RELATING TO ROWS 6, 8 and 9: Consists of 12,377,857 multiple voting shares ("Multiple Voting Shares") and 35,441,397 subordinate voting shares ("Subordinate Voting Shares") of TELUS International (Cda) Inc. (the "Issuer"). Multiple Voting Shares are convertible into Subordinate Voting Shares of the Issuer on a one-for-one basis at the option of the Reporting Person and automatically upon the occurrence of certain events. Holders of Multiple Voting Shares are entitled to ten (10) votes per Multiple Voting Share and holders of Subordinate Voting Shares are entitled to one (1) vote per Subordinate Voting Share.
COMMENT RELATING TO ROW 11: This percentage is calculated based upon 110,088,448 Subordinate Voting Shares outstanding as of March 21, 2024, as reported in the Issuer's Information Circular dated March 21, 2024 filed as Exhibit 99.1 to the Issuer's Form 6-K filed with the Securities and Exchange Commission on April 15, 2024 (the "2024 Information Circular"), 35,441,397 Subordinate Voting Shares beneficially owned by the Reporting Person and 12,377,857 Subordinate Voting Shares issuable upon conversion of the Multiple Voting Shares beneficially owned by the Reporting Person. In addition, the Issuer reported in the 2024 Information Circular that there were 164,381,876 Multiple Voting Shares outstanding as of March 21, 2024. The Reporting Person, therefore, held 7.53% of the outstanding Multiple Voting Shares, which represents when combined with the Reporting Person's Subordinate Voting Shares, 9.08% of the combined voting power of the Issuer's Multiple Voting Shares and Subordinate Voting Shares, as of March 21, 2024.
SCHEDULE 13G |
| CUSIP No. | 87975H100 |
| 1 | Names of Reporting Persons BPEA Private Equity Fund VI, L.P.1 (formerly known as The Baring Asia Private Equity Fund VI, L.P.1) | ||||||||
| 2 | Check the appropriate box if a member of a Group (see
instructions)
(a)
(b) | ||||||||
| 3 | Sec Use Only | ||||||||
| 4 | Citizenship or Place of Organization CAYMAN ISLANDS | ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 9 | Aggregate Amount Beneficially Owned by Each Reporting
Person 47,819,254.00 | ||||||||
| 10 | Check box if the aggregate amount in row (9) excludes
certain shares (See Instructions) | ||||||||
| 11 | Percent of class represented by amount in row (9) 39.05 % | ||||||||
| 12 | Type of Reporting Person (See Instructions) PN |
Comment for Type of Reporting Person:
COMMENT RELATING TO ROWS 6, 8 AND 9: Consists of 12,377,857 multiple voting shares ("Multiple Voting Shares") and 35,441,397 subordinate voting shares ("Subordinate Voting Shares") of TELUS International (Cda) Inc. (the "Issuer"). Multiple Voting Shares are convertible into Subordinate Voting Shares of the Issuer on a one-for-one basis at the option of Riel B.V. and automatically upon the occurrence of certain events. Holders of Multiple Voting Shares are entitled to ten (10) votes per Multiple Voting Share and holders of Subordinate Voting Shares are entitled to one (1) vote per Subordinate Voting Share.
COMMENT RELATING TO ROW 11: This percentage is calculated based upon 110,088,448 Subordinate Voting Shares outstanding as of March 21, 2024, as reported in the Issuer's Information Circular dated March 21, 2024 filed as Exhibit 99.1 to the Issuer's Form 6-K filed with the Securities and Exchange Commission on April 15, 2024 (the "2024 Information Circular"), 35,441,397 Subordinate Voting Shares beneficially owned by the Reporting Person and 12,377,857 Subordinate Voting Shares issuable upon conversion of the Multiple Voting Shares beneficially owned by the Reporting Person. In addition, the Issuer reported in the 2024 Information Circular that there were 164,381,876 Multiple Voting Shares outstanding as of March 21, 2024. The Reporting Person, therefore, held 7.53% of the outstanding Multiple Voting Shares, which represents when combined with the Reporting Person's Subordinate Voting Shares, 9.08% of the combined voting power of the Issuer's Multiple Voting Shares and Subordinate Voting Shares, as of March 21, 2024.
SCHEDULE 13G |
| CUSIP No. | 87975H100 |
| 1 | Names of Reporting Persons BPEA Private Equity Fund VI, L.P.2 (formerly known as The Baring Asia Private Equity Fund VI, L.P.2) | ||||||||
| 2 | Check the appropriate box if a member of a Group (see
instructions)
(a)
(b) | ||||||||
| 3 | Sec Use Only | ||||||||
| 4 | Citizenship or Place of Organization CAYMAN ISLANDS | ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 9 | Aggregate Amount Beneficially Owned by Each Reporting
Person 47,819,254.00 | ||||||||
| 10 | Check box if the aggregate amount in row (9) excludes
certain shares (See Instructions) | ||||||||
| 11 | Percent of class represented by amount in row (9) 39.05 % | ||||||||
| 12 | Type of Reporting Person (See Instructions) PN |
Comment for Type of Reporting Person:
COMMENT RELATING TO ROWS 6, 8 and 9: Consists of 12,377,857 multiple voting shares ("Multiple Voting Shares") and 35,441,397 subordinate voting shares ("Subordinate Voting Shares") of TELUS International (Cda) Inc. (the "Issuer"). Multiple Voting Shares are convertible into Subordinate Voting Shares of the Issuer on a one-for-one basis at the option of Riel B.V. and automatically upon the occurrence of certain events. Holders of Multiple Voting Shares are entitled to ten (10) votes per Multiple Voting Share and holders of Subordinate Voting Shares are entitled to one (1) vote per Subordinate Voting Share.
COMMENT RELATING TO ROW 11: This percentage is calculated based upon 110,088,448 Subordinate Voting Shares outstanding as of March 21, 2024, as reported in the Issuer's Information Circular dated March 21, 2024 filed as Exhibit 99.1 to the Issuer's Form 6-K filed with the Securities and Exchange Commission on April 15, 2024 (the "2024 Information Circular"), 35,441,397 Subordinate Voting Shares beneficially owned by the Reporting Person and 12,377,857 Subordinate Voting Shares issuable upon conversion of the Multiple Voting Shares beneficially owned by the Reporting Person. In addition, the Issuer reported in the 2024 Information Circular that there were 164,381,876 Multiple Voting Shares outstanding as of March 21, 2024. The Reporting Person, therefore, held 7.53% of the outstanding Multiple Voting Shares, which represents when combined with the Reporting Person's Subordinate Voting Shares, 9.08% of the combined voting power of the Issuer's Multiple Voting Shares and Subordinate Voting Shares, as of March 21, 2024.
SCHEDULE 13G |
| CUSIP No. | 87975H100 |
| 1 | Names of Reporting Persons BPEA Private Equity GP VI, L.P. (formerly known as Baring Private Equity Asia GP VI, L.P.) | ||||||||
| 2 | Check the appropriate box if a member of a Group (see
instructions)
(a)
(b) | ||||||||
| 3 | Sec Use Only | ||||||||
| 4 | Citizenship or Place of Organization CAYMAN ISLANDS | ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 9 | Aggregate Amount Beneficially Owned by Each Reporting
Person 47,819,254.00 | ||||||||
| 10 | Check box if the aggregate amount in row (9) excludes
certain shares (See Instructions) | ||||||||
| 11 | Percent of class represented by amount in row (9) 39.05 % | ||||||||
| 12 | Type of Reporting Person (See Instructions) PN |
Comment for Type of Reporting Person:
COMMENT RELATING TO ROWS 6, 8 and 9: Consists of 12,377,857 multiple voting shares ("Multiple Voting Shares") and 35,441,397 subordinate voting shares ("Subordinate Voting Shares") of TELUS International (Cda) Inc. (the "Issuer"). Multiple Voting Shares are convertible into Subordinate Voting Shares of the Issuer on a one-for-one basis at the option of Riel B.V. and automatically upon the occurrence of certain events. Holders of Multiple Voting Shares are entitled to ten (10) votes per Multiple Voting Share and holders of Subordinate Voting Shares are entitled to one (1) vote per Subordinate Voting Share.
COMMENT RELATING TO ROW 11: This percentage is calculated based upon 110,088,448 Subordinate Voting Shares outstanding as of March 21, 2024, as reported in the Issuer's Information Circular dated March 21, 2024 filed as Exhibit 99.1 to the Issuer's Form 6-K filed with the Securities and Exchange Commission on April 15, 2024 (the "2024 Information Circular"), 35,441,397 Subordinate Voting Shares beneficially owned by the Reporting Person and 12,377,857 Subordinate Voting Shares issuable upon conversion of the Multiple Voting Shares beneficially owned by the Reporting Person. In addition, the Issuer reported in the 2024 Information Circular that there were 164,381,876 Multiple Voting Shares outstanding as of March 21, 2024. The Reporting Person, therefore, held 7.53% of the outstanding Multiple Voting Shares, which represents when combined with the Reporting Person's Subordinate Voting Shares, 9.08% of the combined voting power of the Issuer's Multiple Voting Shares and Subordinate Voting Shares, as of March 21, 2024.
SCHEDULE 13G |
| CUSIP No. | 87975H100 |
| 1 | Names of Reporting Persons BPEA Private Equity GP VI Limited (formerly known as Baring Private Equity Asia GP VI Limited) | ||||||||
| 2 | Check the appropriate box if a member of a Group (see
instructions)
(a)
(b) | ||||||||
| 3 | Sec Use Only | ||||||||
| 4 | Citizenship or Place of Organization CAYMAN ISLANDS | ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 9 | Aggregate Amount Beneficially Owned by Each Reporting
Person 47,819,254.00 | ||||||||
| 10 | Check box if the aggregate amount in row (9) excludes
certain shares (See Instructions) | ||||||||
| 11 | Percent of class represented by amount in row (9) 39.05 % | ||||||||
| 12 | Type of Reporting Person (See Instructions) CO |
Comment for Type of Reporting Person:
COMMENT RELATING TO ROWS 6, 8 and 9: Consists of 12,377,857 multiple voting shares ("Multiple Voting Shares") and 35,441,397 subordinate voting shares ("Subordinate Voting Shares") of TELUS International (Cda) Inc. (the "Issuer"). Multiple Voting Shares are convertible into Subordinate Voting Shares of the Issuer on a one-for-one basis at the option of Riel B.V. and automatically upon the occurrence of certain events. Holders of Multiple Voting Shares are entitled to ten (10) votes per Multiple Voting Share and holders of Subordinate Voting Shares are entitled to one (1) vote per Subordinate Voting Share.
COMMENT RELATING TO ROW 11: This percentage is calculated based upon 110,088,448 Subordinate Voting Shares outstanding as of March 21, 2024, as reported in the Issuer's Information Circular dated March 21, 2024 filed as Exhibit 99.1 to the Issuer's Form 6-K filed with the Securities and Exchange Commission on April 15, 2024 (the "2024 Information Circular"), 35,441,397 Subordinate Voting Shares beneficially owned by the Reporting Person and 12,377,857 Subordinate Voting Shares issuable upon conversion of the Multiple Voting Shares beneficially owned by the Reporting Person. In addition, the Issuer reported in the 2024 Information Circular that there were 164,381,876 Multiple Voting Shares outstanding as of March 21, 2024. The Reporting Person, therefore, held 7.53% of the outstanding Multiple Voting Shares, which represents when combined with the Reporting Person's Subordinate Voting Shares, 9.08% of the combined voting power of the Issuer's Multiple Voting Shares and Subordinate Voting Shares, as of March 21, 2024.
SCHEDULE 13G |
| Item 1. | ||
| (a) | Name of issuer: TELUS International (Cda) Inc. | |
| (b) | Address of issuer's principal executive
offices: 510 West Georgia Street, Floor 7, Vancouver, British Columbia V6B 0M3, Canada | |
| Item 2. | ||
| (a) | Name of person filing: Each of the following is hereinafter referred to as a "Reporting Person." This statement is filed on behalf of:
(1) Riel B.V.
(2) BPEA Private Equity Fund VI, L.P.1 (formerly known as The Baring Asia Private Equity Fund VI, L.P.1) ("Fund VI1")
(3) BPEA Private Equity Fund VI, L.P.2 (formerly known as The Baring Asia Private Equity Fund VI, L.P.2) ("Fund VI2")
(4) BPEA Private Equity GP VI, L.P. (formerly known as Baring Private Equity Asia GP VI, L.P.) ("Fund VI GP")
(5) BPEA Private Equity GP VI Limited (formerly known as Baring Private Equity Asia GP VI Limited) ("Fund VI Limited")
The relationships among the Reporting Persons are described in Item 4 of this statement. The Joint Filing Agreement among the Reporting Persons is incorporated by reference to Exhibit 1 to the Schedule 13G filed by those persons on February 17, 2022. | |
| (b) | Address or principal business office or, if
none, residence: The principal business address of the Riel B.V. is Jupiter Building, Herikerbergweg 88, 1101 CM Amsterdam, The Netherlands. The principal business address of Fund VI1, Fund VI2, Fund VI GP and Fund VI Limited is 390 GT Ugland House, South Church Street, Georgetown, Grand Cayman, Cayman Islands. | |
| (c) | Citizenship: Please refer to Row 4 of the cover sheet for the Reporting Person. | |
| (d) | Title of class of securities: Subordinate Voting Shares | |
| (e) | CUSIP No.: 87975H100 | |
| Item 3. | If this statement is filed pursuant to §§ 240.13d-1(b) or 240.13d-2(b) or (c), check whether the person filing is a: | |
| (a) | Broker
or dealer registered under section 15 of the Act (15 U.S.C. 78o); | |
| (b) | Bank
as defined in section 3(a)(6) of the Act (15 U.S.C. 78c); | |
| (c) | Insurance
company as defined in section 3(a)(19) of the Act (15 U.S.C. 78c); | |
| (d) | Investment
company registered under section 8 of the Investment Company Act of 1940 (15 U.S.C. 80a-8); | |
| (e) | An
investment adviser in accordance with § 240.13d-1(b)(1)(ii)(E); | |
| (f) | An
employee benefit plan or endowment fund in accordance with § 240.13d-1(b)(1)(ii)(F); | |
| (g) | A
parent holding company or control person in accordance with § 240.13d-1(b)(1)(ii)(G); | |
| (h) | A
savings associations as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C.
1813); | |
| (i) | A
church plan that is excluded from the definition of an investment company under section 3(c)(14)
of the Investment Company Act of 1940 (15 U.S.C. 80a-3); | |
| (j) | A
non-U.S. institution in accordance with § 240.13d-1(b)(1)(ii)(J). If filing as a non-U.S.
institution in accordance with § 240.13d-1(b)(1)(ii)(J), please specify the type of institution: | |
| (k) | Group,
in accordance with Rule 240.13d-1(b)(1)(ii)(K). | |
| Item 4. | Ownership | |
| (a) | Amount beneficially owned: See the response to Row 9 on the attached cover page. | |
| (b) | Percent of class: See the response to Row 11 on the attached cover page. % | |
| (c) | Number of shares as to which the person has: | |
| (i) Sole power to vote or to direct the vote: See the response to Row 5 on the attached cover page. | ||
| (ii) Shared power to vote or to direct the
vote: See the response to Row 6 on the attached cover page. | ||
| (iii) Sole power to dispose or to direct the
disposition of: See the response to Row 7 on the attached cover page. | ||
| (iv) Shared power to dispose or to direct the
disposition of: See the response to Row 8 on the attached cover page.
Riel B.V. is indirectly and wholly-owned by Fund VI1, Fund VI2 and certain of its affiliates. The general partner of Fund VI and Fund VI2 is Fund VI GP. The general partner of Fund VI GP is Fund VI Limited. | ||
| Item 5. | Ownership of 5 Percent or Less of a Class. | |
| Item 6. | Ownership of more than 5 Percent on Behalf of Another Person. | |
If any other person is known to have the right to receive or the power to direct
the receipt of dividends from, or the proceeds from the sale of, such securities, a statement to
that effect should be included in response to this item and, if such interest relates to more
than 5 percent of the class, such person should be identified. A listing of the shareholders of
an investment company registered under the Investment Company Act of 1940 or the beneficiaries
of employee benefit plan, pension fund or endowment fund is not required.
See Item 4 | ||
| Item 7. | Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on by the Parent Holding Company or Control Person. | |
Not Applicable
| ||
| Item 8. | Identification and Classification of Members of the Group. | |
Not Applicable
| ||
| Item 9. | Notice of Dissolution of Group. | |
Not Applicable
| ||
| Item 10. | Certifications: |
Not Applicable
|
| SIGNATURE | |
After reasonable inquiry and to the
best of my knowledge and belief, I certify that the information set forth in this statement is
true, complete and correct. |
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