Exhibit (a)(1)(iv)
THIS IS NOT A LETTER OF ACCEPTANCE AND TRANSMITTAL
NOTICE OF GUARANTEED DELIVERY
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| JUNE 22, 2004 (THE "EXPIRY TIME"), UNLESS EXTENDED OR WITHDRAWN. |
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This Notice of Guaranteed Delivery must be used to accept the offers dated May
17, 2004 (the "Offers") made by TELUS Corporation (the "Offeror") for Class A
Restricted Voting Shares and Class B Non-Voting Shares (the "Shares") of
Microcell Telecommunications Inc. (the "Company"), and associated Rights (if
applicable), if (i) certificates for the Shares and/or Rights to be deposited
are not immediately available; (ii) the holder of Shares and/or Rights cannot
complete the procedure for book-entry transfer of Shares and/or Rights on a
timely basis; or (iii) the holder of Shares and/or Rights cannot deliver all
other required documents to the Depositary no later than the Expiry Time. This
Notice of Guaranteed Delivery may be delivered by hand or transmitted by
facsimile or mail to the Depositary at the address or facsimile number set out
below.
The terms and conditions of the Offers are incorporated by reference in this
Notice of Guaranteed Delivery. Capitalized terms used but not defined in this
Notice of Guaranteed Delivery which are defined in the Offers to Purchase and
accompanying Circular dated May 17, 2004 (the "Offers to Purchase and
Circular") have the meanings ascribed to them in the Offers to Purchase and
Circular.
TO: the Depositary, Computershare Trust Company of Canada
By Mail: By Registered Mail, by By Facsimile Transmission:
Hand or by Courier:
P.O. Box 7021 (416) 981-9663
31 Adelaide St. E. 100 University Avenue Attention: Corporate
Toronto, ON M5C 3H2 9th Floor Actions
Attention: Corporate Toronto, ON M5J 2Y1
Actions Attention: Corporate
Actions
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) this Notice of Guaranteed Delivery or a facsimile hereof, properly
completed and duly executed, including a guarantee by an Eligible
Institution in the form specified below, is received by the
Depositary, at the address specified below, 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 a Letter of
Acceptance and Transmittal (or a facsimile thereof), 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 the Letter of Acceptance and Transmittal,
are received by the Depositary at its office in
Toronto at the address specified below 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 a Letter of Acceptance and Transmittal (or a facsimile
thereof), 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 the Letter of Acceptance and Transmittal,
are received by the Depositary at its office in Toronto at the
address specified below no later than 5 p.m., Toronto time, on the
third business day after the Rights Certificates are distributed to
holders of Shares.
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).
DELIVERY OF THIS NOTICE OF GUARANTEED DELIVERY TO AN ADDRESS OR TRANSMISSION OF
THIS NOTICE OF GUARANTEED DELIVERY VIA A FACSIMILE NUMBER OTHER THAN SET FORTH
ABOVE DOES NOT CONSTITUTE A VALID DELIVERY.
THIS NOTICE OF GUARANTEED DELIVERY IS NOT TO BE USED TO GUARANTEE SIGNATURES.
IF A SIGNATURE ON THE LETTER OF ACCEPTANCE AND TRANSMITTAL IS REQUIRED TO BE
GUARANTEED BY AN ELIGIBLE INSTITUTION UNDER THE INSTRUCTIONS THERETO, SUCH
SIGNATURE MUST appear in the applicable space in the Letter of Acceptance and
Transmittal.
DO NOT SEND CERTIFICATES FOR SHARES OR RIGHTS WITH THIS NOTICE OF GUARANTEED
DELIVERY. CERTIFICATES FOR SHARES OR RIGHTS MUST BE SENT WITH YOUR LETTER OF
ACCEPTANCE AND TRANSMITTAL.
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TO: TELUS CORPORATION
AND TO: COMPUTERSHARE TRUST COMPANY OF CANADA
The undersigned hereby deposits to the Offeror, upon the terms and subject to
the conditions set forth in the Offers to Purchase and Letter of Acceptance and
Transmittal, receipt of which is hereby acknowledged, the Shares and/or Rights
listed below, pursuant to the guaranteed delivery procedures set forth in
Section 3 of the Offers to Purchase, "Manner of Acceptance - Procedure for
Guaranteed Delivery".
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 Notice of Guaranteed Delivery 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 Notice of Guaranteed Delivery in the above form.)
*Until the Separation Time, if any, certificates representing Shares also
represent an equivalent number of Rights, and no entry for Rights is required
in this Box. If the Separation Time occurs and Rights Certificates have been
distributed to holders of Shares, specify certificates representing Rights in
this Box.
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_________________________________________________ __________________________________________________
Signature(s) of Holder(s) of Shares and/or Rights Address(es)
_________________________________________________ __________________________________________________
Name (please print)
_________________________________________________ __________________________________________________
Date Zip Code/Postal Code
__________________________________________________
Telephone Number (business hours)
[ ] Check if Shares and/or Rights will be deposited by book-entry transfer.
_________________________________________________
Name of Depositing Institution
_________________________________________________
Account Number
_________________________________________________
Transaction Code Number
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GUARANTEE
(Not to be used for signature guarantee)
The undersigned, an Eligible Institution, guarantees:
1. delivery to the Depositary, at its address set forth herein, of the
certificate(s) representing the Shares deposited hereby and, if the
Separation Time has occurred prior to the Expiry Time and Rights
Certificates have been distributed to the holders of Shares prior to the
Expiry Time, the certificate(s) representing the Rights deposited hereby,
each in proper form for transfer or a Book-Entry Confirmation with
respect to all Shares and Rights deposited hereby, together with a Letter
of Acceptance and Transmittal (or a facsimile thereof), properly
completed and duly executed with any required signature guarantees (or,
in the case of a book-entry transfer of Shares and Rights, an Agent's
Message), covering the deposited Shares and Rights and all other
documents required by the Letter of Acceptance and Transmittal no later
than 5 p.m., Toronto time, on the third trading day on the TSX after the
Expiry Time; and
2. 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, delivery to the Depositary, at its
address set forth herein, of the certificate(s) representing the
deposited Rights, in proper form for transfer or a Book-Entry
Confirmation with respect to the Rights, together with a Letter of
Acceptance and Transmittal (or a facsimile thereof), 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 the Letter of
Acceptance and Transmittal no later than 5 p.m., Toronto time, on the
third business day after the Rights Certificates are distributed to
holders of Shares.
Failure to comply with the foregoing could result in a financial loss to such
Eligible Institution.
____________________________________ _____________________________________
Name of Firm Authorized Signature
____________________________________ _____________________________________
Address of Firm Name (please print)
____________________________________ _____________________________________
Title
____________________________________ _____________________________________
Zip Code/Postal Code Date
____________________________________
Telephone Number
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