Exhibit (a)(1)(ii)
THE INSTRUCTIONS ACCOMPANYING THIS LETTER OF ACCEPTANCE AND TRANSMITTAL SHOULD
BE READ CAREFULLY BEFORE THIS LETTER OF ACCEPTANCE AND TRANSMITTAL IS
COMPLETED. THE DEPOSITARY, THE DEALER MANAGERS OR YOUR BROKER OR OTHER
FINANCIAL ADVISOR CAN ASSIST YOU IN COMPLETING THIS LETTER OF ACCEPTANCE AND
TRANSMITTAL (SEE BACK PAGE OF THIS DOCUMENT FOR ADDRESSES AND TELEPHONE
NUMBERS).
LETTER OF ACCEPTANCE AND TRANSMITTAL
for Class A Restricted Voting Shares and
Class B Non-Voting Shares (and/or associated Rights, as applicable) of
MICROCELL TELECOMMUNICATIONS INC.
pursuant to the Offers dated May 17, 2004 of
TELUS CORPORATION
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| THE OFFERS WILL BE OPEN FOR ACCEPTANCE UNTIL 9 P.M. (TORONTO TIME) |
| ON JUNE 22, 2004 (THE "EXPIRY TIME"), UNLESS THE OFFERS |
| ARE EXTENDED OR WITHDRAWN. |
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This Letter of Acceptance and Transmittal (or a facsimile thereof), properly
completed and duly executed, together with all other required documents, must
accompany (i) share certificates for Class A Restricted Voting Shares and/or
Class B Non-Voting Shares ("Shares"), and associated Rights of Microcell
Telecommunications Inc. (the "Company") deposited pursuant to the offers (the
"Offers") dated May 17, 2004, made by TELUS Corporation (the "Offeror") to
holders of Shares, and (ii) if the Separation Time occurs prior to the Expiry
Time and Rights Certificates are distributed by the Company to holders of
Shares prior to the time that a holder's Shares are deposited pursuant to the
Offers for the Shares, Rights Certificates representing Rights equal in number
to the number of Shares deposited.
The terms and conditions of the Offers are incorporated by reference in this
Letter of Acceptance and Transmittal. Capitalized terms used but not defined in
this Letter of Acceptance and Transmittal which are defined in the Offers to
Purchase (the "Offers to Purchase") and accompanying Circular (together, the
"Offers to Purchase and Circular"), dated May 17, 2004, have the meanings
ascribed to them in the Offers to Purchase and Circular.
Holders of Shares or Rights who wish to deposit such Shares or Rights but whose
certificates for such Shares or Rights are not immediately available, who
cannot complete the procedure for book-entry transfer on a timely basis, or who
cannot deliver all other required documents to the Depositary no later than the
Expiry Time must deposit their Shares or Rights according to the guaranteed
delivery procedure set forth in Section 3 of the Offers to Purchase, "Manner of
Acceptance - Procedure for Guaranteed Delivery". See Instruction 2 herein,
"Procedure for Guaranteed Delivery".
This Letter of Acceptance and Transmittal is to be used if certificates are to
be forwarded herewith or, unless an Agent's Message is utilized, if delivery of
Shares and Rights is to be made by book-entry transfer to an account maintained
by the Depositary at the Book-Entry Transfer Facility (pursuant to the
procedures set forth in Section 3 of the Offers to Purchase, "Manner of
Acceptance - Book-entry Transfer").
TO: TELUS Corporation
AND TO: Computershare Trust Company of Canada (the "Depositary"), at its
offices set out herein
The undersigned delivers to you the enclosed certificate(s) for Shares and
Rights and, subject only to the provisions of the Offers regarding withdrawal,
irrevocably accepts the Offers for such Shares and Rights. The undersigned
understands that, unless waived by the Offeror, holders of Shares are required
to deposit one Right for each Share in order to effect a valid deposit of such
Share or, if available, a Book-Entry Confirmation must be received by the
Depositary with respect thereto. The following are the details of the enclosed
certificate(s):
SHARES
- -------------------------------- -------------------------------- -------------------- -------------- --------------
Certificate Number(s)+ Name(s) in which Registered Class of Shares Number of Number of
(please check one) Shares Shares
Represented Deposited*
- -------------------------------- -------------------------------- ---------- --------- by
Class A Class B Certificate
- -------------------------------- -------------------------------- ---------- --------- -------------- --------------
[ ] [ ]
- -------------------------------- -------------------------------- ---------- --------- -------------- --------------
[ ] [ ]
- -------------------------------- -------------------------------- ---------- --------- -------------- --------------
[ ] [ ]
- -------------------------------- -------------------------------- ---------- --------- -------------- --------------
[ ] [ ]
- -------------------------------- -------------------------------- ---------- --------- -------------- --------------
TOTAL:
---------- --------- -------------- --------------
(If space is insufficient, please attach a list to this Letter of Acceptance and Transmittal in the above form.)
RIGHTS**
- -------------------------------- ---------------------------------------------------- -------------- --------------
Certificate Number(s) + Name(s) in which Registered Number of Number of
Rights Rights
Represented Deposited*
by
Certificate
- -------------------------------- ---------------------------------------------------- -------------- --------------
- -------------------------------- ---------------------------------------------------- -------------- --------------
- -------------------------------- ---------------------------------------------------- -------------- --------------
- -------------------------------- ---------------------------------------------------- -------------- --------------
- -------------------------------- ---------------------------------------------------- -------------- --------------
- -------------------------------- ---------------------------------------------------- -------------- --------------
TOTAL:
-------------- --------------
(If space is insufficient please attach a list to this Letter of Acceptance and Transmittal in the above form.)
+ Need not be completed if transfer is made by book-entry.
* Unless otherwise indicated, all Shares and Rights evidenced by any
certificate(s) submitted to the Depositary will be deemed to have been
deposited under the Offers. See Instruction 6, "Partial Deposits".
** The following procedures must be followed in order to effect the valid
delivery of Rights Certificates: (i) if the Separation Time has not occurred
under the Microcell Rights Plan and Rights Certificates have not been
distributed by the Company, the delivery of Shares by a depositing holder of
Shares will also constitute a deposit of the associated Rights; (ii) if Rights
Certificates have been distributed by the Company and received by the
undersigned by the time the undersigned delivers the certificates for the
Shares, such Rights Certificates must be delivered with the certificates for
the Shares; and (iii) if Rights Certificates have been distributed by the
Company but have not been received by the undersigned by the time the
undersigned delivers the certificates for the Shares, the undersigned may
deposit its Rights before receiving Rights Certificates by using the guaranteed
delivery procedure described below. See Instruction 2, "Procedure for
Guaranteed Delivery".
The undersigned acknowledges receipt of the Offers to Purchase and Circular and
represents and warrants that: (i) the undersigned has full power and authority
to deposit, sell, assign and transfer the Shares and Rights covered by this
Letter of Acceptance and Transmittal (the "Deposited Securities") and any Other
Securities (as defined below) being deposited; (ii) the undersigned or the
Person on whose behalf the Deposited Securities (and Other Securities) are
being deposited owns (including, without limitation, within the meaning of Rule
14e-4 under the Exchange Act) the Deposited Securities that are being deposited
(and any Other Securities); (iii) the Deposited Securities and Other Securities
have not been sold, assigned or transferred, nor has any agreement been entered
into to sell, assign or transfer any of the Deposited Securities and Other
Securities, to any other Person; (iv) the deposit of the Deposited Securities
and Other Securities complies with applicable laws (including with Rule 14e-4
under the Exchange Act); and (v) when the Deposited Securities and Other
Securities are taken up and paid for by the Offeror, the Offeror will acquire
good title thereof, free and clear of all liens, restrictions, charges,
encumbrances, claims and rights of others. The acceptance of the Offers
pursuant to the procedures set forth herein
2
shall constitute an agreement between the depositing holder of Shares and
Rights and the Offeror in accordance with the terms and conditions of the
Offers.
IN CONSIDERATION OF THE OFFERS AND FOR VALUE RECEIVED, upon the terms and
subject to the conditions set forth in the Offers to Purchase and in this
Letter of Acceptance and Transmittal, subject only to the provisions of the
Offers to Purchase regarding withdrawal rights, the undersigned irrevocably
accepts the Offers for and in respect of the Deposited Securities and (unless
deposit is to be made pursuant to the procedure for deposit by book-entry
transfer set forth in Section 3 of the Offers to Purchase, "Manner of
Acceptance - Book-entry Transfer") delivers to you the enclosed Share
certificate(s) and/or Rights Certificates representing the Deposited Securities
and, on and subject to the terms and conditions of the Offers to Purchase,
deposits, sells, assigns and transfers to the Offeror all right, title and
interest in and to the Deposited Securities, and in and to all rights and
benefits arising from the Deposited Securities including any and all Other
Securities (as defined below).
If, on or after the date of the Offers, the Company should declare or pay any
dividend or declare, make or pay any other distribution or payment on or
declare, allot, reserve or issue any securities, rights or other interests with
respect to any class of Shares that is payable or distributable to the holders
of such class of Shares on a record date that precedes the date of transfer of
such Shares into the name of the Offeror or its nominees or transferees on the
Share register maintained by or on behalf of the Company, then without
prejudice to the Offeror's rights under Section 4 of the Offers to Purchase,
"Conditions of the Offers": (a) in the case of cash dividends, distributions or
payments, the amount of the dividends, distributions or payments shall be
received and held by the depositing holder of Shares for the account of the
Offeror until the Offeror pays for such Shares, and to the extent that such
dividends, distributions or payments do not exceed the cash purchase price per
Share payable by the Offeror pursuant to the Offers, the cash purchase price
per Share pursuant to the Offers will be reduced by the amount of any such
dividend, distribution or payment; (b) in the case of non-cash dividends,
distributions, payments, rights or other interests, the whole of any such
non-cash dividend, distribution, payment, right or other interest shall be
received and held by the depositing holder of Shares for the account of the
Offeror and shall be required to be promptly remitted and transferred by the
depositing holder of Shares to the Depositary for the account of the Offeror,
accompanied by appropriate documentation of transfer; and (c) in the case of
any cash dividends, distributions or payments in an amount that exceeds the
cash purchase price per Share, the whole of any such cash dividend,
distribution or payment shall be received and held by the depositing holder of
Shares for the account of the Offeror and shall be required to be promptly
remitted and transferred by the depositing holder of Shares to the Depositary
for the account of the Offeror, accompanied by appropriate documentation of
transfer. Pending such remittance, the Offeror will be entitled to all rights
and privileges as owner of any such dividend, distribution, payment, right or
other interest and may withhold the entire purchase price payable by the
Offeror pursuant to the Offers or deduct from the purchase price payable by the
Offeror pursuant to the Offers the amount or value of the dividend,
distribution, payment, right or other interest, as determined by the Offeror in
its sole discretion.
The undersigned further deposits, sells, assigns and transfers to the Offeror
all of the right, title and interest of the undersigned in and to any and all
Rights associated with the deposited Shares and agrees to deliver Rights
Certificates representing Rights equal in number to the number of Shares
deposited pursuant to the Offers to the Depositary within three business days
after the date, if any, that Rights Certificates are distributed. If the
Separation Time does not occur prior to the Expiry Time, a deposit of Shares
will also constitute a deposit of the associated Rights. If the Separation
Time occurs prior to the Expiry Time and Rights Certificates are distributed
by the Company to holders of Shares prior to the time that the undersigned
deposits its Shares pursuant to the Offers for the Shares, in order for the
Shares to be validly deposited, Rights Certificates representing Rights equal
in number to the number of Shares deposited must be delivered to the
Depositary. If the Separation Time occurs prior to the Expiry Time and Rights
Certificates are not distributed by the time the undersigned deposits its
Shares pursuant to the Offers for the Shares, the undersigned may deposit its
Rights before receiving Rights Certificates by using the guaranteed delivery
procedure described in Section 3 of the Offers to Purchase, "Manner of
Acceptance - Procedure for Guaranteed Delivery".
The Offeror reserves the right to require, if the Separation Time occurs before
the Expiry Time, that the Depositary receive, prior to taking up the Shares for
payment pursuant to the Offers for the Shares, Rights Certificate(s) from a
holder of Shares representing Rights equal in number to the Shares deposited by
such holder.
If the undersigned's Share certificates or Rights Certificates are not
immediately available, the undersigned cannot complete the procedures for
book-entry transfer on a timely basis, or the undersigned cannot deliver its
Share certificates or Rights Certificates and all other required documents to
the Depositary no later than the Expiry Time, the undersigned must deliver its
Shares or Rights according to the guaranteed delivery procedures set forth in
Section 3 of the Offers to Purchase, "Manner of Acceptance - Procedure for
Guaranteed Delivery".
3
The undersigned irrevocably appoints each officer of the Depositary and each
officer of the Offeror and any other Person designated by the Offeror in
writing, as the true and lawful agents, attorneys and attorneys-in-fact and
proxies of the undersigned with respect to the Deposited Securities registered
in the name of the undersigned on the books of the Company and deposited
pursuant to the Offers and purchased by the Offeror (the "Purchased
Securities"), and with respect to any and all dividends (other than certain
cash dividends), distributions, payments, securities, rights (including
Rights), warrants, assets or other interests (collectively, "Other
Securities"), which may be declared, paid, accrued, issued, distributed, made
or transferred on or in respect of the Purchased Securities on or after the
date of the Offers, except as otherwise indicated in Section 10 of the Offers
to Purchase, "Changes in Capitalization; Dividends and Distributions; Liens".
The power of attorney will be granted upon execution of this Letter of
Acceptance and Transmittal and shall be effective on and after the date that
the Offeror takes up and pays for Purchased Securities (the "Effective Date"),
with full power of substitution and resubstitution in the name of and on behalf
of the undersigned (such power of attorney, coupled with an interest, being
irrevocable) to: (i) transfer ownership of the Purchased Securities on the
account books maintained by the Book-Entry Transfer Facility, together, in any
such case, with all accompanying evidence of transfer and authenticity, to, or
upon the order of, the Offeror; (ii) register or record the transfer of
Purchased Securities and Other Securities on the registers of the Company;
(iii) execute and deliver, as and when requested by the Offeror, any
instruments of proxy, authorization or consent in form and on terms
satisfactory to the Offeror in respect of such Purchased Securities and Other
Securities, revoke any such instrument, authorization or consent or designate
in such instrument, authorization or consent any Person or Persons as the proxy
of such holder in respect of the Purchased Securities for all purposes,
including in connection with any meeting (whether annual, special or otherwise
or any adjournment thereof) of holders of relevant securities of the Company;
(iv) execute and negotiate any cheques or other instruments representing any
Other Securities payable to the undersigned; and (v) exercise any rights of the
undersigned with respect to such Purchased Securities and Other Securities, all
as set forth in this Letter of Acceptance and Transmittal.
The undersigned also agrees, effective on and after the Effective Date, not to
vote any of the Purchased Securities or Other Securities at any meeting
(whether annual, special or otherwise or any adjournment thereof) of holders
of Shares or Rights or holders of Other Securities and not to exercise any or
all of the other rights or privileges attached to the Purchased Securities or
Other Securities and agrees to execute and deliver to the Offeror any and all
instruments of proxy, authorizations or consents, in form and on terms
satisfactory to the Offeror, in respect of all or any of the Purchased
Securities or Other Securities, and to designate in such instruments of proxy
the Person or Persons specified by the Offeror as the proxy or the proxy
nominee or nominees of the holder in respect of the Purchased Securities or
Other Securities. Upon such appointment, all prior proxies given by the holder
of such Purchased Securities or Other Securities with respect thereto shall be
revoked and no subsequent proxies may be given by such Person with respect
thereto.
The undersigned covenants and agrees to execute, upon request of the Offeror,
any additional documents, transfers and other assurances as may be necessary or
desirable to complete the sale, assignment and transfer of the Purchased
Securities or Other Securities to the Offeror and acknowledges that all
authority therein conferred or agreed to be conferred may be exercised during
any subsequent legal incapacity of the undersigned and shall, to the extent
permitted by law, survive the death or incapacity, bankruptcy or insolvency of
the undersigned and all obligations of the undersigned therein shall be binding
upon the heirs, personal representatives, successors and assigns of the
undersigned.
The undersigned instructs the Offeror and the Depositary, upon the Offeror
taking up the Deposited Securities, to mail a cheque, payable in Canadian
funds, representing the cash payment to which the undersigned is entitled by
first class mail, postage prepaid, or to hold such cheque, if any, for pick-up,
in accordance with the instructions given below. All amounts payable by the
Offeror for Deposited Securities will be in Canadian currency. Should any
Deposited Securities not be purchased, the deposited certificates and other
relevant documents shall be returned promptly in accordance with the
instructions in the preceding sentence. The undersigned acknowledges that the
Offeror has no obligation pursuant to the instructions given below to transfer
any Deposited Securities from the name of the registered holder thereof if the
Offeror does not purchase any of the Deposited Securities.
By reason of the use by the undersigned of an English language form of Letter
of Acceptance and Transmittal, the undersigned shall be deemed to have required
that any contract evidenced by the Offers as accepted through this Letter of
Acceptance and Transmittal, as well as all documents related thereto, be drawn
exclusively in the English language. En raison de l'usage d'une lettre d'envoi
en langue anglaise par le soussigne, le soussigne et les destinataires sont
presumes avoir requis que tout contrat atteste par les offres acceptees par
cette lettre d'acceptation et d'envoi, de meme que tous les documents qui s'y
rapportent, soient reputes exclusivement en langue anglaise.
4
- ---------------------------------------------------------- -------------------------------------------------------
BLOCK A BLOCK B
ISSUE CHEQUE IN THE NAME OF: (please print or type) SEND CHEQUE (Unless Block "C" is checked) TO:
(please print or type)
- ----------------------------------------------------------- --------------------------------------------------------
(Name) (Name)
- ----------------------------------------------------------- --------------------------------------------------------
- ----------------------------------------------------------- --------------------------------------------------------
(Street Address and Number)
- ----------------------------------------------------------- --------------------------------------------------------
(City and Province or State) (Street Address and Number)
- ----------------------------------------------------------- --------------------------------------------------------
(Country and Postal (or Zip) Code)
- ----------------------------------------------------------- --------------------------------------------------------
(Telephone - Business Hours) (City and Province or State)
- ----------------------------------------------------------- --------------------------------------------------------
(Tax Identification, Social Insurance or Social (Country and Postal (or Zip) Code)
Security Number)
- ----------------------------------------------------------- --------------------------------------------------------
----------------------------------------------------------------------------------------------------------------------------
BLOCK C
[ ] HOLD CHEQUE FOR PICK-UP AT THE OFFICES OF THE DEPOSITARY WHERE THIS LETTER OF ACCEPTANCE AND TRANSMITTAL IS
DEPOSITED. (Check box)
----------------------------------------------------------------------------------------------------------------------------
Signature guaranteed by (if required under Instruction 4):
____________________________________________________ Dated: _________________________________, 2004
____________________________________________________ ____________________________________________________
Authorized Signature of Guarantor Signature of holder of Shares or Rights or
Authorized Representative - See Instructions 3
and 5
____________________________________________________ ____________________________________________________
Name of Guarantor (please print or type) Name of holder of Shares or Rights (please print
or type)
____________________________________________________ ____________________________________________________
Address of Guarantor (please print or type) Name of Authorized Representative, if applicable
(please print or type)
____________________________________________________
Daytime telephone number of holder of Shares or
Rights or Authorized Representative
____________________________________________________
Daytime facsimile number of holder of Shares or
Rights or Authorized Representative
____________________________________________________
Tax Identification, Social Insurance or Social
Security Number of holder of Shares or Rights
5
- ---------------------------------------------------------------------------------------------------------------------------
BLOCK D
INDICATE WHETHER OR NOT YOU ARE A U.S. SECURITYHOLDER OR ARE ACTING ON BEHALF OF A U.S. SECURITYHOLDER
[ ] The owner signing above represents that it is not a U.S. Securityholder and is not acting on behalf of a U.S.
Securityholder.
[ ] The owner signing above is a U.S. Securityholder or is acting on behalf of a U.S. Securityholder.
A U.S. Securityholder is any Securityholder that is either (A) providing an address in Block "B" which is located within
the United States or any territory or possession thereof or (B) a U.S. person for United States federal income tax
purposes.
IF YOU ARE A U.S. SECURITYHOLDER OR ARE ACTING ON BEHALF OF A U.S. SECURITYHOLDER, THEN IN ORDER TO AVOID BACKUP WITHHOLDING
YOU MUST COMPELTE THE SUBSITUTE FORM W-9 INCLUDED BELOW, OR OTHERWISE PROVIDE CERTIFICATION THAT YOU ARE EXEMPT FROM BACKUP
WITHHOLDING, AS PROVIDED IN THE INSTRUCTIONS.
- ---------------------------------------------------------------------------------------------------------------------------
- ---------------------------------------------------------------------------------------------------------------------------
BLOCK E
[ ] CHECK HERE IF SHARES AND/OR RIGHTS ARE BEING DEPOSITED PURSUANT TO A NOTICE OF GUARANTEED DELIVERY PREVIOUSLY
SENT TO THE DEPOSITARY AND COMPLETE THE FOLLOWING:
(please print or type)
Name of Registered Holder ________________________________ Date of Execution of Notice_____________________________
Window Ticket Number (if any) _____________________________________________________________________________________
Name of Institution which Guaranteed Delivery _____________________________________________________________________
- ---------------------------------------------------------------------------------------------------------------------------
- ---------------------------------------------------------------------------------------------------------------------------
BLOCK F
[ ] CHECK HERE IF DEPOSITED SHARES OR RIGHTS ARE BEING DELIVERED BY BOOK-ENTRY TRANSFER TO THE DEPOSITARY'S ACCOUNT
AT THE BOOK-ENTRY TRANSFER FACILITY AND COMPLETE THE FOLLOWING (ONLY PARTICIPANTS IN THE BOOK-ENTRY
TRANSFER FACILITY MAY DELIVER SHARES OR RIGHTS BY BOOK-ENTRY TRANSFER):
(please print or type)
Name of Depositing Institution: ___________________________________________________
Account Number: ___________________________________________________
Transaction Code Number: ___________________________________________________
- ---------------------------------------------------------------------------------------------------------------------------
6
- ---------------------------------------------------------------------------------------------------------------------------
BLOCK G
DEALER OR BROKER SOLICITING ACCEPTANCE OF THE OFFERS
The owner signing above represents that the member of the Soliciting Dealer Group who solicited and obtained this deposit is:
(please print or type)
_____________________________________________ ___________________________________ ___________________________
(Firm) (Registered Representative) (Telephone Number)
_____________________________________________ ___________________________________
(Address) (Fax)
[ ] CHECK HERE IF LIST OF BENEFICIAL HOLDERS IS ATTACHED [ ] CHECK HERE IF DISKETTE TO FOLLOW
- ---------------------------------------------------------------------------------------------------------------------------
7
SUBSTITUTE FORM W-9 - TO BE COMPLETED BY U.S. SECURITHOLDERS ONLY
- ---------------------------------- ------------------------------------------- -------------------------------------------
Part 1 - Taxpayer Identification Number
SUBSTITUTE ("TIN") - ENTER YOUR TIN IN THE BOX AT
RIGHT. (For most individuals, this is __________________________________
Form W-9 your social security number. If you do Social Security Number(s) (If
have a TIN, see "Obtaining a Number" TIN, awaiting not write "Applied For")
Department of the Treasury in the enclosed Guidelines.) CERTIFY BY
Internal Revenue Service SIGNING AND DATING BELOW. OR
Request for Taxpayer Note: If the account is in more than one ____________________________
Identification Number and name, see the chart in the enclosed Employer Identification Number(s) (If
Certification Guidelines to determine which number to awaiting TIN, write "Applied For")
give the payor.
---------------------------------------------------------------------------------------
Part 2 -- For payees exempt from backup withholding, please write "exempt" here (see
instructions):
---------------------------------------------------------------------------------------
Part 3 -- Certification -- Under penalties of perjury, I certify that:
(1) The number shown on this form is my correct TIN (or I am waiting for a
TIN to be issued to me); and
(2) I am not subject to backup withholding because (a) I am exempt from
backup withholding, (b) I have not been notified by the Internal
Revenue Service ("IRS") that I am subject to backup withholding as a
result of a failure to report all interest or dividends, or (c) the IRS
has notified me that I am no longer subject to backup withholding; and
(3) I am a U.S. person (including a U.S. resident alien).
Certification Instructions. You must cross out Item (2) above if you have
been notified by the IRS that you are currently subject to backup
withholding because you have failed to report all interest and
dividends on your tax return.
Signature of U.S. person ___________________________ Date _________________, 2004
- ---------------------------------- ---------------------------------------------------------------------------------------
NOTE: Failure to furnish your correct TIN may result in a $50 penalty imposed
by the Internal Revenue Service and in backup withholding of 28% of the gross
proceeds of any payments made to you pursuant to the Offers. Please review the
enclosed "Guidelines for Certification of Taxpayer Identification Number on
Substitute Form W-9" for additional details.
You must complete the following certificate if you wrote "Applied For" in Part
1 of Substitute Form W-9.
- ----------------------------------------------------------------------------------------------------------------------------------
CERTIFICATION
I certify under penalties of perjury that a taxpayer identification number has not been issued to me, and either (a) I have mailed
or delivered an application to receive a taxpayer identification number to the appropriate IRS Center or Social Security
Administration Office or (b) I intend to mail or deliver an application in the near future. I understand that if I do not provide
a TIN by the time of payment, 28% of the gross proceeds of such payment may be withheld.
Signature _____________________________ Date __________________, 2004
- ----------------------------------------------------------------------------------------------------------------------------------
8
INSTRUCTIONS
1. Use of Letter of Acceptance and Transmittal
(a) This Letter of Acceptance and Transmittal (or a manually signed
facsimile thereof) together with accompanying certificates
representing the Deposited Securities (or, if deposit is made
pursuant to the procedure for deposit by book-entry transfer set
forth in Section 3 of the Offers to Purchase, "Manner of Acceptance -
Book-entry Transfer", a Book-Entry Confirmation of a book-entry
transfer of the Deposited Securities into the Depositary's account at
the Book-Entry Transfer Facility) and all other documents required by
the terms of the Offers to Purchase and this Letter of Acceptance and
Transmittal must be received by the Depositary at any of the offices
specified on the back cover page no later than 9 p.m., Toronto time,
on June 22, 2004, unless the Offers in respect of the Shares are
extended or unless the procedure for guaranteed delivery set out in
Instruction 2 below is used.
(b) The method used to deliver this Letter of Acceptance and Transmittal
and any accompanying certificates representing Shares or Rights is at
the option and risk of the holder, and delivery will be deemed
effective only when such documents are actually received by the
Depositary. The Offeror recommends that the necessary documentation
be hand delivered to the Depositary at any of its offices specified
below, and a receipt obtained; otherwise the use of registered mail
with return receipt requested, properly insured, is recommended.
Holders of Shares or Rights whose Shares or Rights are registered in
the name of a broker, dealer, bank, trust company or other nominee
should contact that nominee for assistance in depositing those
Shares or Rights.
2. Procedure for Guaranteed Delivery
If a holder of Shares or Rights wishes to deposit such Shares or Rights
pursuant to the Offers and certificates for such Shares or Rights are not
immediately available, the holder cannot complete the procedure for
book-entry transfer on a timely basis, or the holder cannot deliver all
other required documents to the Depositary no later than the Expiry Time,
those Shares or Rights may nevertheless be deposited under the Offers
provided that all of the following conditions are met:
(a) the deposit is made by or through an Eligible Institution;
(b) a Notice of Guaranteed Delivery (which is printed on green paper) in
the form accompanying the Offers to Purchase and Circular or a
facsimile thereof, properly completed and duly executed, including a
guarantee by an Eligible Institution in the form specified in the
Notice of Guaranteed Delivery, is received by the Depositary at the
applicable address set out in the Notice of Guaranteed Delivery, no
later than the Expiry Time;
(c) the certificate(s) representing the deposited Shares and, if the
Separation Time has occurred prior to the Expiry Time and Rights
Certificates have been distributed to holders of Shares prior to the
Expiry Time, the certificate(s) representing the deposited Rights,
each in proper form for transfer or a Book-Entry Confirmation with
respect to all deposited Shares and Rights, together with this Letter
of Acceptance and Transmittal (or a facsimile hereof), properly
completed and duly executed with any required signature guarantees
(or, in the case of a book-entry transfer of Shares or Rights, an
Agent's Message), covering the deposited Shares and Rights and all
other documents required by this Letter of Acceptance and
Transmittal, are received by the Depositary at the applicable address
specified in the Notice of Guaranteed Delivery no later than 5 p.m.,
Toronto time, on the third trading day on the TSX after the Expiry
Time; and
(d) in the case of Rights where the Separation Time has occurred prior to
the Expiry Time but Rights Certificates have not been distributed to
holders of Shares prior to the Expiry Time, the certificate(s)
representing the deposited Rights, in proper form for transfer or a
Book-Entry Confirmation with respect to the deposited Rights,
together with this Letter of Acceptance and Transmittal (or a
facsimile hereof), properly completed and duly executed with any
required signature guarantees (or, in the case of a book-entry
transfer of Rights, an Agent's Message), covering the deposited
Rights and all other documents required by this Letter of Acceptance
and Transmittal, are received by the Depositary at the applicable
address specified in the Notice of Guaranteed Delivery no later than
5 p.m., Toronto time, on the third business day after Rights
Certificates are distributed to holders of Shares.
The Notice of Guaranteed Delivery may be delivered by hand or transmitted
by facsimile or mail to the Depositary at the applicable address set out
in the Notice of Guaranteed Delivery and must include a guarantee by an
Eligible Institution in the form set out in the Notice of Guaranteed
Delivery. DELIVERY OF THE NOTICE OF GUARANTEED DELIVERY AND THIS LETTER OF
ACCEPTANCE AND TRANSMITTAL AND ACCOMPANYING SHARE CERTIFICATES AND RIGHTS
CERTIFICATES TO ANY OFFICE OTHER THAN SUCH OFFICE OF THE DEPOSITARY DOES
NOT CONSTITUTE DELIVERY FOR PURPOSES OF SATISFYING A GUARANTEED DELIVERY.
9
An "Eligible Institution" means a Canadian Schedule I chartered bank, a
major trust company in Canada, a member of the Securities Transfer Agent
Medallion Program (STAMP), a member of the Stock Exchange Medallion
Program (SEMP), or a member of the New York Stock Exchange, Inc. Medallion
Signature Program (MSP).
3. Signatures
This Letter of Acceptance and Transmittal must be completed and signed by
the registered holder of Deposited Securities (including any participant
in the Book-Entry Transfer Facility's systems whose name appears on a
security position listing as the owner of Deposited Securities) accepting
the Offers described above or by such holder's duly authorized
representative (in accordance with Instruction 5).
(a) If this Letter of Acceptance and Transmittal is signed by the
registered owner(s) of the accompanying certificate(s), such
signature(s) on this Letter of Acceptance and Transmittal must
correspond with the name(s) as registered or as written on the face
of such certificate(s) without any change whatsoever, and the
certificate(s) need not be endorsed. If such transmitted
certificate(s) are owned of record by two or more joint owners, all
such owners must sign this Letter of Acceptance and Transmittal.
(b) If this Letter of Acceptance and Transmittal is signed by a person
other than the registered owner(s) of the accompanying
certificate(s), or if a cheque is to be issued to a person other than
the registered owner(s):
(i) such deposited certificate(s) must be endorsed or accompanied by
an appropriate transfer power of attorney duly and properly
completed by the registered owner(s); and
(ii) the signature(s) on such endorsement or power of attorney must
correspond exactly to the name(s) of the registered owner(s) as
registered or as appearing on the certificate(s) and must be
guaranteed as noted in Instruction 4 below.
4. Guarantee of Signatures
If this Letter of Acceptance and Transmittal is signed by a person other
than the registered owner(s) (which term, for purposes of these
Instructions, includes any participant in the Book-Entry Transfer
Facility's systems whose name appears on a security position listing as
the owner of the Deposited Securities) of the Deposited Securities, or if
Deposited Securities not purchased are to be returned to a person other
than such registered owner(s) or sent to an address other than the address
of the registered owner(s) as shown on the registers of the Company or if
payment is to be issued in the name of a person other than the registered
owner(s) of the Deposited Securities, such signature must be guaranteed by
an Eligible Institution (except that no guarantee is required if the
signature is that of an Eligible Institution).
5. Fiduciaries, Representatives and Authorizations
Where this Letter of Acceptance and Transmittal is executed by a person
acting as an executor, administrator, trustee or guardian, or on behalf of
a corporation, partnership or association or is executed by any other
person acting in a representative capacity, such person should so indicate
when signing and this Letter of Acceptance and Transmittal must be
accompanied by satisfactory evidence of the authority to act. The Offeror
or the Depositary, at their discretion, may require additional evidence of
authority or additional documentation.
6. Partial Deposits
Unless deposits are to be made pursuant to the procedure for deposit by
book-entry transfer, if less than the total number of Shares evidenced by
any certificate submitted is to be deposited, fill in the number of Shares
to be deposited in the appropriate space on this Letter of Acceptance and
Transmittal. In such case, new certificate(s) for the number of Shares not
deposited will be sent to the registered holder as soon as practicable
after the Expiry Time. The total number of Shares evidenced by all
certificates delivered will be deemed to have been deposited unless
otherwise indicated.
7. Solicitation
Identify the dealer or broker, if any, who solicited acceptance of the
Offers by completing the appropriate box on this Letter of Acceptance and
Transmittal and present a list of beneficial holders, if applicable.
8. U.S. Securityholders and Substitute Form W-9
United States federal income tax law generally requires that a U.S.
Securityholder who receives cash in exchange for Shares or Rights must
provide the Depositary with his correct Taxpayer Identification Number
("TIN"), which, in the case
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of a holder of Shares or Rights who is an individual, is generally the
individual's social security number. If the Depositary is not provided
with the correct TIN or an adequate basis for an exemption, such holder
may be subject to penalties imposed by the Internal Revenue Service and
backup withholding in an amount equal to 28% of the gross proceeds of any
payment received hereunder. If withholding results in an overpayment of
taxes, a refund may be obtained.
To prevent backup withholding, each U.S. Securityholder must provide his
correct TIN by completing the "Substitute Form W-9" set forth in this
document, which requires such holder to certify under penalties of
perjury, (1) that the TIN provided is correct (or that such holder is
awaiting a TIN), (2) that (i) the holder is exempt from backup
withholding, (ii) the holder has not been notified by the Internal Revenue
Service that he is subject to backup withholding as a result of a failure
to report all interest or dividends or (iii) the Internal Revenue Service
has notified the holder that he is no longer subject to backup
withholding, and (3) that the holder is a U.S. person (including a U.S.
resident alien).
Exempt holders (including, among others, all corporations) are not subject
to backup withholding and reporting requirements. To prevent possible
erroneous backup withholding, an exempt holder must enter its correct TIN
in Part 1 of Substitute Form W-9, write "Exempt" in Part 2 of such form,
and sign and date the form. See the enclosed Guidelines for Certification
of Taxpayer Identification Number on Substitute Form W-9 (the "W-9
Guidelines") for additional instructions.
If Shares or Rights are held in more than one name or are not in the name
of the actual owner, consult the enclosed W-9 Guidelines for information
on which TIN to report.
If a U.S. Securityholder does not have a TIN, such holder should: (i)
consult the enclosed W-9 Guidelines for instructions on applying for a
TIN, (ii) write "Applied For" in the space for the TIN in Part 1 of the
Substitute Form W-9, and (iii) sign and date the Substitute Form W-9 and
the Certificate of Awaiting Taxpayer Identification Number set forth in
this document. In such case, the Depositary may withhold 28% of the gross
proceeds of any payment made to such holder prior to the time a properly
certified TIN is provided to the Depositary, and if the Depositary is not
provided with a TIN within sixty (60) days, such amounts will be paid over
to the Internal Revenue Service.
If the Substitute Form W-9 is not applicable to a U.S. Securityholder
because such holder is not a U.S. person for United States federal income
tax purposes, such holder will instead need to submit an appropriate and
properly completed IRS Form W-8 Certificate of Foreign status, signed
under penalty or perjury. Such appropriate IRS Form W-8 may be obtained
from the Depositary.
A U.S. SECURITYHOLDER WHO FAILS TO PROPERLY COMPLETE THE SUBSTITUTE FORM
W-9 SET FORTH IN THIS LETTER OF ACCEPTANCE AND TRANSMITTAL OR, IF
APPLICABLE, THE APPROPRIATE IRS FORM W-8 MAY BE SUBJECT TO BACKUP
WITHHOLDING OF 28% OF THE GROSS PROCEEDS OF ANY PAYMENTS MADE TO SUCH
HOLDER PURSUANT TO THE OFFERS.
9. Stock Transfer Taxes
Except as otherwise provided in this Instruction 9, the Offeror will pay
all stock transfer taxes with respect to the transfer and sale of any
Shares or Rights to it or its order pursuant to the Offers. If, however,
payment of the purchase price is to be made to, or if certificates for
Shares or Rights not deposited or not accepted for payment are to be
registered in the name of, any person other than the registered holder(s),
or if deposited certificates for Shares or Rights are registered in the
name of any person other than the person(s) signing this Letter of
Acceptance and Transmittal, the amount of any stock transfer taxes
(whether imposed on the registered holder(s) or such other person) payable
on account of the transfer to such other person will be deducted from the
purchase price of such Shares or Rights purchased unless evidence
satisfactory to the Offeror, in its sole discretion, of the payment of
such taxes, or exemption therefrom, is submitted.
10. Miscellaneous
(a) If the space on this Letter of Acceptance and Transmittal is
insufficient to list all certificates for Deposited Securities,
additional certificate numbers and number of Deposited Securities may
be included on a separate signed list affixed to this Letter of
Acceptance and Transmittal.
(b) If Deposited Securities are registered in different forms (e.g.,
"John Doe" and "J. Doe"), a separate Letter of Acceptance and
Transmittal should be signed for each different registration.
(c) No alternative, conditional or contingent deposits will be acceptable
and no fractional Shares will be purchased. All depositing holders of
Shares by execution of this Letter of Acceptance and Transmittal (or
a facsimile hereof) waive any right to receive any notice of the
acceptance of Deposited Securities for payment, except as required by
applicable law.
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(d) The Offers and any agreement resulting from the acceptance of the
Offers will be construed in accordance with and governed by the laws
of the Province of Ontario and the federal laws of Canada applicable
therein. Each party to any agreement resulting from the acceptance of
the Offers unconditionally and irrevocably attorns to the exclusive
jurisdiction of the courts of the Province of Ontario.
(e) The Offeror will not pay any fees or commissions to any broker or
dealer or any other Person for soliciting deposits of Shares or
Rights pursuant to the Offers except as otherwise set forth in the
Offers to Purchase (other than to the Dealer Managers, the Soliciting
Dealers and the Depositary).
(f) Additional copies of the Offers to Purchase and Circular, this Letter
of Acceptance and Transmittal and the Notice of Guaranteed Delivery
may be obtained from the Depositary at the addresses listed below.
11. Lost Certificates
If a Share certificate or a Rights Certificate has been lost or destroyed,
this Letter of Acceptance and Transmittal should be completed as fully as
possible and forwarded, together with a letter describing the loss, to the
Depositary. The Depositary will forward such letter to the Company's
registrar and transfer agent so that the transfer agent may provide
replacement instructions. If a Share certificate or a Rights Certificate
has been lost or destroyed, please ensure that you provide your telephone
number so that the Depositary or the Company's transfer agent may contact
you.
THIS LETTER OF ACCEPTANCE AND TRANSMITTAL OR A MANUALLY SIGNED FACSIMILE
(TOGETHER WITH CERTIFICATES FOR SHARES AND/OR RIGHTS AND ALL OTHER REQUIRED
DOCUMENTS) OR THE NOTICE OF GUARANTEED DELIVERY OR A MANUALLY SIGNED FACSIMILE
THEREOF MUST BE RECEIVED BY THE DEPOSITARY NO LATER THAN THE EXPIRY TIME.
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The Depositary for the Offers is:
COMPUTERSHARE TRUST COMPANY OF CANADA
By Mail By Registered Mail, Hand or by Courier
P.O. Box 7021 100 University Avenue
31 Adelaide St. E. 9th Floor
Toronto, ON M5C 3H2 Toronto, ON M5J 2Y1
Attention: Corporate Actions Attention: Corporate Actions
Toll Free: 1-866-982-8786
E-Mail: service@computershare.com
Montreal Vancouver Calgary
650 de Maisonneuve Blvd West 510 Burrard Street Western Gas Tower
Suite 700 2nd Floor Suite 600, 530 8th Avenue S.W.
Montreal, QC Vancouver, BC Calgary, AB
H3A 3T2 V6C 3B9 T2P 3S8
The Dealer Manager for the Offers is:
RBC CAPITAL MARKETS
In Canada: In the United States:
RBC Dominion Securities Inc. RBC Capital Markets Corporation
P.O. Box 50, Two Embarcadero Center
Royal Bank Plaza Suite 1200
Toronto, Ontario San Francisco, California 94111
M5J 2W7 U.S.A.
Canada
Telephone: (416) 842-7519 Telephone: (415) 633-8513
Toll Free: 1-888-842-7519 Toll Free: 1-888-842-7519
ANY QUESTIONS AND REQUESTS FOR ASSISTANCE MAY BE DIRECTED BY HOLDERS OF SHARES
TO THE DEPOSITARY OR THE DEALER MANAGERS AT THEIR RESPECTIVE TELEPHONE NUMBERS
AND LOCATIONS SET OUT ABOVE. SHAREHOLDERS MAY ALSO CONTACT THEIR BROKER,
DEALER, COMMERCIAL BANK, TRUST COMPANY OR OTHER NOMINEE FOR ASSISTANCE
CONCERNING THE OFFERS.