Exhibit (a)(1)(xii)
This document is important and requires your immediate attention. If you are
in doubt as to how to deal with it, you should consult your dealer, broker,
bank manager, lawyer or other professional advisor.
NOTICE OF EXTENSION
by
TELUS CORPORATION
of its
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
On September 20, 2004, TELUS Corporation ("TELUS" or the "Offeror") extended
its Offers by notice delivered to Computershare Trust Company of Canada (the
"Depositary").
The Offers, as extended, will be open for acceptance until 9 p.m., Toronto
time, on October 12, 2004, unless further extended or withdrawn.
Securityholders who have validly deposited and not withdrawn their Securities
need take no further action to accept the Offers. Securityholders who wish to
accept the Offers must properly complete and duly execute the Letter of
Acceptance and Transmittal (which for Shares was printed on blue paper and for
Warrants was printed on yellow paper) that accompanied the Offers to Purchase
and Circular dated May 17, 2004, or a facsimile thereof, and deposit it,
together with certificates representing their Shares or Warrants, as the case
may be, in accordance with the instructions in the applicable Letter of
Acceptance and Transmittal. Alternatively, Securityholders may follow the
procedures for (1) book-entry transfer of Securities described in Section 3 of
the Offers to Purchase, "Manner of Acceptance - Book Entry Transfer" or (2)
guaranteed delivery described in Section 3 of the Offers to Purchase, "Manner
of Acceptance - Procedure for Guaranteed Delivery", using the Notice of
Guaranteed Delivery (which for Shares was printed on green paper and for
Warrants was printed on orange paper) that accompanied the Offers to Purchase
and Circular dated May 17, 2004, or a facsimile thereof. Persons whose
Securities are registered in the name of a broker, dealer, bank, trust company
or other nominee should contact such registered holder for assistance if they
wish to accept the Offers.
Questions and requests for assistance may be directed to RBC Dominion
Securities Inc. in Canada, to RBC Capital Markets Corporation in the United
States (the "Dealer Managers") or to the Depositary. Additional copies of this
Notice of Extension, the Offers to Purchase and Circular dated May 17, 2004,
the Notice of Extension and Variation dated June 22, 2004, the Notice of
Extension dated July 22, 2004, the Notice of Extension dated August 20, 2004,
the Letters of Acceptance and Transmittal and the Notices of Guaranteed
Delivery may be obtained without charge on request from the Dealer Managers or
the Depositary at their respective offices shown on the last page of this
Notice of Extension.
No person has been authorized to give any information or make any
representation other than those contained in this Notice of Extension, the
Offers to Purchase and Circular dated May 17, 2004, the Notice of Extension
and Variation dated June 22, 2004, the Notice of Extension dated July 22,
2004, the Notice of Extension dated August 20, 2004, the accompanying Letters
of Acceptance and Transmittal and the Schedule TO filed with the SEC, as
amended, and if given or made, that information or representation must not be
relied upon as having been authorized by the Offeror.
The Offers have not been approved or disapproved by any securities regulatory
authority nor has any securities regulatory authority passed upon the fairness
or merits of the Offers or upon the adequacy of the information contained in
this Notice of Extension. Any representation to the contrary is unlawful.
This Notice of Extension does not constitute an offer or a solicitation to any
person in any jurisdiction in which such offer or solicitation is unlawful.
The Offers are not being made to, nor will deposits be accepted from or on
behalf of, Securityholders in any jurisdiction in which the making or
acceptance of the Offers would not be in compliance with the laws of such
jurisdiction. However, the Offeror or its agents may, in its or their sole
discretion, take such action as it or they may deem necessary to extend the
Offers to Securityholders in any such jurisdiction.
_________________________________________
The Dealer Manager for the Offers is:
RBC Capital Markets
In Canada: In the United States:
RBC Dominion Securities Inc. RBC Capital Markets Corporation
September 20, 2004
______________________________
NOTICE TO SECURITYHOLDERS IN THE UNITED STATES
The enforcement by Securityholders of civil liabilities under United States
federal securities laws may be affected adversely by the fact that the Offeror
is governed by the laws of British Columbia, that the majority of its officers
and directors reside outside the United States, that some of the Dealer
Managers or experts named in the Circular reside outside the United States and
that all or a substantial portion of the assets of the Offeror and said
persons may be located outside the United States. Securityholders may not be
able to sue a foreign company or its officers or directors in a foreign court
for violations of United States federal securities laws. It may be difficult
to compel a foreign company and its affiliates to subject themselves to a U.S.
court's judgment.
Securityholders of Microcell should be aware that the purchase by the Offeror
of the Securities held by them as described herein may have tax consequences
both in the United States and Canada. The material tax consequences for
Securityholders who are resident in, or citizens of, the United States or
Canada are described in Section 16 of the Circular, "Material Canadian Federal
Income Tax Considerations" and Section 17 of the Circular, "Material United
States Federal Income Tax Considerations", respectively.
EXCHANGE RATE INFORMATION
TELUS publishes its consolidated financial statements in Canadian dollars. In
this Notice of Extension, except where otherwise indicated, all references to
"dollars" or "$" are to Canadian dollars. The Bank of Canada noon spot
exchange rate on September 20, 2004 was Cdn.$1.2941 = U.S.$1.00. If applicable
to a Securityholder's situation, the Securityholder should obtain a current
quote of the exchange rate before deciding whether to deposit his, her or its
Securities.
NOTICE OF EXTENSION
September 20, 2004
TO: THE HOLDERS OF SHARES AND WARRANTS OF MICROCELL
By notice to the Depositary and as set forth in this notice of
extension (this "Notice of Extension"), TELUS has extended its Offers dated
May 17, 2004 as amended by notice of extension and variation dated June 22,
2004 (the "Notice of Variation") pursuant to which it is offering 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
and Warrants 2008 (collectively, the "Warrants", and together with the Shares,
the "Securities") of Microcell Telecommunications Inc. ("Microcell" or the
"Company"), upon the terms and subject to the conditions set forth in the
Offers to Purchase and Circular dated May 17, 2004, the Notice of Variation
and this Notice of Extension.
Except as otherwise set forth in this Notice of Extension, the terms
and conditions previously set forth in the Offers to Purchase and Circular
dated May 17, 2004, the accompanying Letters of Acceptance and Transmittal,
the Notice of Variation and the Schedule TO filed with the SEC, as amended
(the "Original Offers") continue to be applicable in all respects and this
Notice of Extension should be read in conjunction with the Original Offers.
Unless the context requires otherwise, terms not defined herein have the
meanings set forth in the Original Offers. The term "Offers" means the
Original Offers as amended by this Notice of Extension.
All holders of Shares who deposit their Shares to the Offers will
receive the price of Cdn.$29.00 in cash for each Share taken up under the
Offers. All holders of Warrants 2005 and Warrants 2008 who deposit their
Warrants to the Offers will receive the price of Cdn.$9.67 in cash per Warrant
2005 and Cdn.$8.89 in cash per Warrant 2008 for Warrants taken up under the
Offers.
1. Extension of the Offers
The Offeror has extended the Offers by extending the Expiry Time for
the Offers from 9 p.m., Toronto time, on September 20, 2004 to 9 p.m., Toronto
time, on October 12, 2004, unless the Offeror further extends the period
during which the Offers are open for acceptance pursuant to Section 5 of the
Offers to Purchase, "Extension and Variation of the Offers". Accordingly, the
definition of "Expiry Time" in the Original Offers is amended to read in full
as follows:
""Expiry Time" means, with respect to an Offer, 9 p.m., Toronto time,
on October 12, 2004, or such later time and date, with respect to an
Offer, as may be fixed by the Offeror from time to time pursuant to
Section 5 of the Offers to Purchase, "Extension and Variation of the
Offers";"
2. Recent Developments
Rogers Wireless Announces Offer to Purchase Microcell's Securities
Rogers Wireless Communications Inc. ("Rogers Wireless"), Rogers Communications
Inc. ("RCI") and Microcell jointly announced on September 20, 2004 that Rogers
Wireless and Microcell had entered into an agreement under which Rogers
Wireless will make an all cash bid for Microcell's securities. Rogers Wireless
has agreed to offer to purchase each Share for Cdn.$35, each Warrant 2005 for
Cdn.$15.79 and each Warrant 2008 for Cdn.$15.01. The board of directors of
Microcell has agreed to recommend to its shareholders to support the Rogers
Wireless offer. The Rogers Wireless offer is subject to receipt of certain
regulatory approvals and other customary conditions, including a requirement
that two-thirds of the shares must be tendered. Under certain circumstances, a
fee of Cdn.$45 million is payable by Microcell to Rogers Wireless, including
if a superior proposal is recommended by the board of directors of Microcell.
The foregoing information set forth in this paragraph is based solely on
public disclosure by Microcell, Rogers Wireless and RCI.
Elimination of Spectrum Cap by Industry Canada
On August 30, 2004, the Offeror issued a press release commenting on
Industry Canada's decision to eliminate the previously existing 55MHz spectrum
cap for Canadian wireless operators. The press release stated that this
decision removed one of the principal approvals required for the Offeror to
consummate the Offers. In the press release, Robert McFarlane, Executive
Vice-President and Chief Financial Officer of TELUS, commented that "TELUS is
fully supportive of Industry Canada's decision which essentially reflected the
recommendations we submitted earlier in the year. We are pleased with the
decision, in light of the fact that a waiver will no longer be required from
Industry Canada to operate Microcell's GSM network. A decision of this nature
was largely anticipated and was factored into our valuation analysis in regard
to our bid for Microcell, as well as our decision to extend the bid at the
same price."
3. Withdrawal of Deposited Securities
Securityholders have the right to withdraw Securities deposited
pursuant to the Offers under the circumstances and in the manner described in
Section 6 of the Offers to Purchase, "Withdrawal of Deposited Securities".
Under the terms of the Offers, Securities deposited pursuant to the Offers may
be withdrawn by or on behalf of the depositing Securityholders: (i) at any
time prior to the Expiry Time; (ii) if the Shares or Warrants have not been
paid for by the Offeror within three business days after having been taking
up; or (iii) as required by the Exchange Act, at any time after July 15, 2004,
provided that the Shares or Warrants have not been accepted for payment by the
Offeror prior to the receipt by the Depositary of the notice of withdrawal in
respect of such Shares or Warrants. See Section 6 of the Offers to Purchase,
"Withdrawal of Deposited Securities".
4. Take Up of and Payment for Deposited Securities
Upon the terms and subject to the conditions of the Offers
(including, if the Offers are further extended or varied, the terms and
conditions of any such extension or variation), the Offeror will take up
Securities validly deposited under the Offers, and not withdrawn prior to the
Expiry Time pursuant to Section 6 of the Offers to Purchase, "Withdrawal of
Deposited Securities", promptly following the Expiry Time and, after such take
up, will promptly pay for the Securities taken up pursuant to applicable law.
See Section 7 of the Offers to Purchase, "Take Up and Payment for Deposited
Securities".
5. Amendments to the Original Offers
The Original Offers shall be read as amended in order to give effect
to the specified amendment set forth in this Notice of Extension.
6. Directors' Approval
The contents of this Notice of Extension have been approved, and the
sending thereof to the Securityholders has been authorized by the Board of
Directors of the Offeror.
7. Offerees' Statutory Rights
Securities legislation in certain of the provinces of Canada provides
securityholders of the Company with, in addition to any other rights they may
have at law, rights of rescission or damages, or both, if there is a
misrepresentation in a circular or notice that is required to be delivered to
such securityholders. However, such rights must be exercised within prescribed
time limits. Securityholders should refer to the applicable provisions of the
securities legislation of their province for the particulars of those rights
or consult with a lawyer.
CERTIFICATE
DATED: September 20, 2004
The foregoing contains no untrue statement of a material fact and does not
omit to state a material fact that is required to be stated or that is
necessary to make a statement not misleading in the light of the circumstances
in which it was made. In addition, the foregoing does not contain any
misrepresentation likely to affect the value or the market price of the
Securities which are the subject of the Offers.
(Signed) DARREN ENTWISTLE (Signed) ROBERT G. MCFARLANE
President and Chief Executive Officer Executive Vice-President and
Chief Financial Officer
On behalf of the Board of Directors of TELUS
(Signed) BRIAN A. CANFIELD (Signed) BRIAN F. MACNEILL
Director Director
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,
Montreal, QC Vancouver, BC 530 8th Avenue S.W.
H3A 3T2 V6C 3B9 Calgary, AB
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: 1-888-720-1216 Toll Free: 1-888-720-1216
Any questions and requests for assistance may be directed by Securityholders
to the Dealer Managers or the Depositary at their respective telephone numbers
and locations set out above.