Exhibit (a)(1)(vii)
OFFERS TO PURCHASE FOR CASH
all of the outstanding Class A Restricted Voting Shares, Class B
Non-Voting Shares, Warrants 2005 and Warrants 2008 of
MICROCELL TELECOMMUNICATIONS INC.
on the basis of
Cdn.$29.00 per Class A Restricted Voting Share Cdn.$9.67 per Warrant 2005
Cdn.$29.00 per Class B Non-Voting Share Cdn.$8.89 per Warrant 2008
by
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| 22, 2004 (THE "EXPIRY TIME"), UNLESS THE OFFERS ARE EXTENDED OR WITHDRAWN.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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May 17, 2004
To Our Clients:
Enclosed for your consideration are the Offers to Purchase and Circular
dated May 17, 2004, and the related Letter of Acceptance and Transmittal
(which, together with any amendments or supplements thereto, collectively,
constitute the "Offering Materials"), in connection with the offers
(collectively, the "Offers") by TELUS Corporation, a company governed by the
laws of British Columbia (the "Offeror"), to purchase all of the issued and
outstanding class A restricted voting shares (the "Class A Shares"), class B
non-voting shares (the "Class B Shares" and, collectively with the Class A
Shares, together with the associated Rights, the "Shares," including Shares
issuable upon the exercise of outstanding options, warrants or other conversion
or exchange rights other than the Rights), Warrants 2005 (the "Warrants 2005")
and Warrants 2008 (the "Warrants 2008" and, collectively with the Warrants
2005, the "Warrants," and together with the Shares, the "Securities"), of
Microcell Telecommunications Inc. at a purchase price of Cdn.$29.00 per Class A
Share, Cdn.$29.00 per Class B Share, Cdn.$9.67 per Warrant 2005 and Cdn.$8.89
per Warrant 2008, in each case, net to you in cash, without interest, upon the
terms and subject to the conditions set forth in the Offering Materials.
Capitalized terms used but not defined in this letter have the meanings set
forth in the Offering Materials.
We are the holder of record of Securities for your account. A deposit of
such Securities can be made only by us as the holder of record and pursuant to
your instructions. The enclosed Letter of Acceptance and Transmittal is
furnished to you for your information only and cannot be used by you to deposit
Securities held by us for your account.
We request instructions as to whether you wish us to deposit any or all of
the Securities held by us for your account, upon the terms and subject to the
conditions set forth in the Offering Materials. Your attention is invited to
the following:
1. The offer price is Cdn.$29.00 per Class A Share, Cdn.$29.00 per
Class B Share, Cdn.$9.67 per Warrant 2005 and Cdn.$8.89 per
Warrant 2008, in each case, net to you in cash, without
interest. On May 14, 2004, the Bank of Canada noon spot exchange
rate for Canadian dollars per U.S.$1.00 was Cdn.$1.3925. For
example, if you received payment in Canadian dollars and
exchanged it for U.S. dollars at that exchange rate, you would
have received U.S.$20.83 per Class A Share, U.S.$20.83 per Class
B Share, U.S.$6.94 per Warrant 2005 and U.S.$6.38 per Warrant
2008 (excluding any currency exchange fees or commissions).
Although the offer prices of Cdn.$29.00 per Class A Share,
Cdn.$29.00 per Class B Share, Cdn.$9.67 per Warrant 2005 and
Cdn.$8.89 per Warrant 2008 are fixed, the amount you would
receive in U.S. dollars with respect to each of the Securities
will vary with the Canadian dollar to U.S. dollar exchange rate,
which may be higher or lower than Cdn.$1.3925 per U.S.$1.00 at
the time of exchange. All amounts payable by us for your
Securities under the Offers will be in Canadian currency. If
applicable to your situation, you should obtain a current quote
of the exchange rate before deciding whether to deposit your
Securities.
2. The Offers are being made for all of the issued and outstanding
Securities.
3. The Offers will be open for acceptance until 9:00 p.m., Toronto
time, on June 22, 2004, unless the Offers are extended or
withdrawn.
4. Depositing holders of Securities will not be obligated to pay
any brokerage fee or commission to the Dealer Managers, the
Depositary or any member of the Soliciting Dealer Group to
accept the Offers or, except as otherwise provided in the Letter
of Acceptance and Transmittal, stock transfer taxes with respect
to the purchase of Securities by the Offeror pursuant to the
Offers.
5. The Class A Offer is subject to certain conditions, including,
without limitation, there being validly deposited and not
withdrawn, at the Expiry Time, (1) such number of Class A Shares
under the Class A Offer which represents at least 66 2/3% of the
Class A Shares outstanding; (2) such number of Class B Shares
under the Class B Offer which represents at least 66 2/3% of the
Class B Shares on a partially-diluted basis (as defined in the
Offering Materials); and (3) such number of Securities under the
Offers which represents at least 66 2/3% of the Securities on a
fully-diluted basis (as defined in the Offering Materials). Each
of the Class B Offer and the Warrant Offers are subject to the
condition that, at the Expiry Time, Class A Shares have
previously been purchased pursuant to the Class A Offer or are
then being purchased pursuant to the Class A Offer. Each of the
conditions of the Class A Offer, Class B Offer, and Warrant
Offers is set forth in Section 4 of the Offers to Purchase,
"Conditions of the Offers". Subject to applicable law, the
Offeror reserves the right to withdraw any or all of the Offers
and not take up and pay for any Securities deposited under such
Offer(s) unless each of the conditions to such Offer(s) is
satisfied or waived by the Offeror prior to the Expiry Time.
The Offers are made solely by the Offering Materials and are not being
made to, nor will deposits be accepted from or on behalf of, holders of
Securities in any jurisdiction in which the making or acceptance of the Offers
would not be in compliance with the laws of such jurisdiction.
If you wish to have us deposit any or all of your Securities, please so
instruct us by completing, executing and returning to us the instruction form
accompanying this letter. An envelope to return your instructions to us is also
enclosed. If you authorize the deposit of your Securities, all such Securities
will be deposited unless otherwise specified on the reverse side of this
letter. Your instructions should be forwarded to us in ample time to permit us
to submit a deposit on your behalf prior to the Expiry Time.
2
INSTRUCTIONS WITH RESPECT TO THE
OFFERS TO PURCHASE FOR CASH
all of the outstanding Class A Restricted Voting Shares, Class B
Non-Voting Shares, Warrants 2005 and Warrants 2008 of
MICROCELL TELECOMMUNICATIONS INC.
on the basis of
Cdn.$29.00 per Class A Restricted Voting Share Cdn.$9.67 per Warrant 2005
Cdn.$29.00 per Class B Non-Voting Share Cdn.$8.89 per Warrant 2008
by
TELUS CORPORATION
The undersigned acknowledge(s) receipt of your letter, the Offers to
Purchase and Circular, dated May 17, 2004, and the related Letter of Acceptance
and Transmittal (which, together with any amendments or supplements thereto,
collectively, constitute the "Offering Materials") in connection with the
offers by TELUS Corporation, a company governed by the laws of British Columbia
(the "Offeror"), to purchase all of the issued and outstanding class A
restricted voting shares (the "Class A Shares"), class B non-voting shares (the
"Class B Shares" and, collectively with the Class A Shares, together with the
associated Rights (as such term is defined in the Offering Materials), the
"Shares," including Shares issuable upon the exercise of outstanding options,
warrants or other conversion or exchange rights other than the Rights),
Warrants 2005 and Warrants 2008 (collectively, the "Warrants," and together
with the Shares, the "Securities"), of Microcell Telecommunications Inc. at a
purchase price of Cdn.$29.00 per Class A Share, Cdn.$29.00 per Class B Share,
Cdn.$9.67 per Warrant 2005 and Cdn.$8.89 per Warrant 2008, in each case, net to
the seller in cash, without interest, upon the terms and subject to the
conditions set forth in the Offering Materials.
This will instruct you to deposit to the Offeror the number of Securities
indicated below (or, if no number is indicated below, all Securities) that are
held by you for the account of the undersigned, upon the terms and subject to
the conditions set forth in the Offering Materials.
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Number and Type of Securities to Be Deposited:* _______________________________
Account No.(s): ____________________ SIGN HERE
Dated:______________________________ ______________________________________
______________________________________
Signature(s)
______________________________________
______________________________________
______________________________________
______________________________________
Print Name(s) and Address(es)
______________________________________
______________________________________
______________________________________
Area Code and Telephone Number(s)
______________________________________
Taxpayer Identification or Social
Security Number(s)
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* Unless otherwise indicated, it will be assumed that all Securities held by
us for your account are to be deposited.