Exhibit (a)(1)(v)
THIS IS NOT A LETTER OF ACCEPTANCE AND TRANSMITTAL
NOTICE OF GUARANTEED DELIVERY
for Warrants 2005 and
Warrants 2008 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| JUNE 22, 2004 (THE "EXPIRY TIME"), UNLESS EXTENDED OR WITHDRAWN.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 Warrants
2005 and Warrants 2008 (the "Warrants") of Microcell Telecommunications Inc.
(the "Company"), if (i) certificates for the Warrants to be deposited are not
immediately available; (ii) the holder of Warrants cannot complete the
procedure for book-entry transfer of Warrants on a timely basis; or (iii) the
holder of Warrants 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 Warrants wishes to deposit such Warrants pursuant to the Offers
and certificates for such Warrants 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 Warrants 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; and
(c) the certificate(s) representing the deposited Warrants in proper form
for transfer or a Book-Entry Confirmation with respect to all
deposited Warrants, 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 Warrants, an Agent's Message),
covering the deposited Warrants 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.
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 WARRANTS WITH THIS NOTICE OF GUARANTEED DELIVERY.
CERTIFICATES FOR WARRANTS 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 Warrants 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".
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Certificate Number(s) Name(s) in which Registered Series of Warrants Number of Number of
(please check one) Warrants Warrants
Represented Deposited
- -------------------------------- -------------------------------- ---------- --------- by
2005 2008 Certificate
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[ ] [ ]
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[ ] [ ]
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[ ] [ ]
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[ ] [ ]
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TOTAL:
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(If space is insufficient, please attach a list to this Notice of Guaranteed Delivery in the above form.)
______________________________________ ____________________________________
Signature(s) of Holder(s) of Warrants Address(es)
______________________________________ ____________________________________
Name (please print)
______________________________________ ____________________________________
Date Zip Code/Postal Code
____________________________________
Telephone Number (business hours)
[ ] Check if Warrants will be deposited by book-entry transfer.
_________________________________________________
Name of Depositing Institution
_________________________________________________
Account Number
_________________________________________________
Transaction Code Numbers
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GUARANTEE
(Not to be used for signature guarantee)
The undersigned, an Eligible Institution, guarantees delivery to the
Depositary, at its address set forth herein, of the certificate(s) representing
the Warrants deposited hereby, in proper form for transfer or a Book-Entry
Confirmation with respect to such Warrants, 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 Warrants, an Agent's Message), covering the deposited
Warrants 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.
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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