Telus Corporation - MRRS Decision
Headnote
MutualReliance Review System for Exemptive Relief Applications - reliefallowing the delivery of proxy materials and interim financialstatements to participants in an employee share purchase planby electronic delivery in accordance with NP 11-201 "Deliveryof Documents by Electronic Means".ApplicableOntario Provisions
SecuritiesAct, R.S.O. 1990, c.S.5, as am., 88(2)(b).PoliciesCited
NationalPolicy Statement No. 41.INTHE MATTER OF
THESECURITIES LEGISLATION OF
BRITISHCOLUMBIA, ALBERTA, SASKATCHEWAN,
MANITOBA,ONTARIO, QUÉBEC, NOVA SCOTIA,
NEWBRUNSWICK, NEWFOUNDLAND AND LABRADOR, PRINCE EDWARD ISLAND,
THENORTHWEST TERRITORIES, NUNAVUT AND YUKON TERRITORY
AND
INTHE MATTER OF
THEMUTUAL RELIANCE REVIEW SYSTEM
FOREXEMPTIVE RELIEF APPLICATIONS
AND
INTHE MATTER OF
TELUSCORPORATION
MRRSDECISION DOCUMENT
WHEREASthe local securities regulatory authority or regulator(the "Decision Maker") in each of British Columbia, Alberta, Saskatchewan,Manitoba, Ontario, Québec, Nova Scotia, New Brunswick,Newfoundland and Labrador, Prince Edward Island, The NorthwestTerritories, Nunavut and Yukon Territory (the "Jurisdictions")has received an application from TELUS Corporation ("TELUS") fora decision under the securities legislation and policies of theJurisdictions (the "Legislation") that the requirement containedin the Legislation to deliver proxy related materials (the "NP41 Material") to non-registered holders by postage-paid firstclass mail or by personal delivery shall not apply to TELUS, orthe trustee (the "Trustee") of TELUS' Employee Share PurchasePlan (the "Plan"), in respect of deliveries of NP 41 Materialto participants in the Plan (the "Participants"); ANDWHEREAS TELUS has also applied to the Decision Makerin each of the Jurisdictions for a decision under the Legislationthat the requirement contained in the Supplemental Mailing ListLegislation (as defined below) to deliver interim financial statementsto non-registered holders that are on a supplemental mailing listby postage-paid first class mail or by personal delivery shallnot apply to TELUS in respect of deliveries of interim financialstatements to Participants on TELUS' supplemental mailing list; ANDWHEREAS under the Mutual Reliance Review System for ExemptiveRelief Applications (the "System") the British Columbia SecuritiesCommission is the principal regulator for this application; ANDWHEREAS TELUS has represented to the Decision Makersthat: TELUSCorporation 1.TELUS was incorporated under the Company Act (British Columbia)on October 26, 1998, as BCT.TELUS Communications Inc. and on May3, 2000 changed its name to TELUS Corporation; 2.TELUS' executive and registered offices are located in Burnaby,British Columbia; 3.the authorized capital of TELUS consists of 4,000,000,000 sharesdivided into 1,000,000,000 common shares without par value (the"Common Shares"), 1,000,000,000 non-voting shares without parvalue (the "Non-Voting Shares"), 1,000,000,000 first preferredshares without par value (the "First Preferred Shares") and 1,000,000,000second preferred shares without par value (the "Second PreferredShares"); as at January 3, 2002, 181,441,402 Common Shares, 121,689,134Non-Voting Shares, no First Preferred Shares and no Second PreferredShares were issued and outstanding; 4.TELUS is a reporting issuer or its equivalent in each of the Jurisdictions; 5.TELUS is not on the list of defaulting reporting issuers maintainedpursuant to the Legislation, where applicable; 6.the Common Shares are listed and posted for trading on The TorontoStock Exchange (the "TSE"); the Non-Voting Shares are listed andposted for trading on the TSE and the New York Stock Exchange; 7.TELUS is the second largest Canadian telecommunications provider,offering a full range of communication services; for the yearended December 31, 2000, TELUS had consolidated revenue of $6,433,200,000and has over two million wireless subscribers; EmployeeShare Purchase Plan 8.the Plan was established on February 1, 1999; 9.the purpose of the Plan is to encourage employees to invest inCommon Shares through Participant contributions and employer contributions,thereby providing employees with an opportunity to share in thegrowth and success of TELUS and its subsidiaries, by means ofparticipation in the profits of the employer on the basis providedfor in the Plan; PaperDelivery Requirements 10.Participants are considered "non-registered holders" for purposesof National Policy No. 41 "Shareholder Communication" ("NP 41");the Trustee is considered an "intermediary" for purposes of NP 41; 11.NP 41 provides that delivery of NP 41 Material to non-registeredholders shall be by postage-paid first class mail or by personaldelivery; 12.TELUS desires to send the NP 41 Material to Participants by electronicmeans, pursuant to the principles set forth in National Policy11-201 "Delivery of Documents by Electronic Means" ("NP 11-201"); InterimFinancial Statements and Supplemental Mailing List Requirements 13.the Legislation in certain jurisdictions provides that an issuerwho complies with all of the requirements of NP 41 respectinginterim financial statements is not required to send interim financialstatements to its security holders if it maintains a supplementalmailing list in accordance with NP 41 (the "Supplemental MailingList Legislation"); 14.NP 41 provides that the delivery of interim financial statementsto non-registered holders on an issuer's supplemental mailinglist shall be by postage-paid first class mail or by personaldelivery; and 15.TELUS desires to send interim financial statements to Participantswho are on TELUS's supplemental mailing list by electronic means,pursuant to the principles set forth in NP 11-201; ANDWHEREAS under the System, this MRRS Decision Documentevidences the decision of each Decision Maker (collectively, the"Decision"); ANDWHEREAS each of the Decision Makers is satisfied thatthe test contained in the Legislation that provides the DecisionMaker with the jurisdiction to make the Decision has been met; THEDECISION of the Decision Makers under the Legislationis that the requirement contained in the Legislation to deliverNP 41 Material to non-registered holders by postage-paid firstclass mail or by personal delivery shall not apply to TELUS, orthe Trustee, in respect of deliveries of NP 41 Material to Participants,provided that TELUS or the Trustee sends the NP 41 Material toParticipants by electronic delivery in accordance with NP 11-201; THEFURTHER DECISION of the Decision Makers under the Legislationis that the requirement contained in the Supplemental MailingList Legislation to deliver interim financial statements to non-registeredholders that are on a supplemental mailing list by postage-paidfirst class mail or by personal delivery shall not apply to TELUSin respect of deliveries of interim financial statements to Participantson TELUS' supplemental mailing list, provided that TELUS or theTrustee sends the interim financial statements to Participantsby electronic delivery in accordance with NP 11-201. March28, 2002. "BrendaLeong"