Exchange Bulletin
TELUS International (Cda) Inc. (TIXT) To Trade On Toronto Stock Exchange
February 1, 2021
| Issuer: | TELUS International (Cda) Inc. (the "Company") |
| Security: | Subordinate voting shares (the "Subordinate Voting Shares") |
| Symbol: | TIXT |
| Transaction: | An application has been conditionally approved by Toronto Stock Exchange ("TSX") for the listing of Subordinate Voting Shares of the Company, subject to completion of a proposed initial public offering (the "Offering") of these securities as described in the Company's second amended and restated preliminary base PREP prospectus dated January 25, 2021, amending and restating the preliminary base PREP prospectus dated January 8, 2021, as amended and restated by the first amended and restated preliminary base PREP prospectus dated January 19, 2021. It is anticipated that, in the next few days, the Company will file a final base PREP prospectus and a supplemented PREP prospectus for its Offering of Subordinate Voting Shares. As soon as possible after the final base PREP prospectus is cleared by the relevant securities regulatory authorities and a supplemented PREP prospectus is filed, TSX will post the Subordinate Voting Shares for trading on an "if, as and when issued" basis under the trading information set out below. Before the Subordinate Voting Shares are posted for trading on such basis, TSX will issue a trader note confirming both the pricing and the expected closing date for the Offering. If and when the Offering closes, the Subordinate Voting Shares will be listed on TSX. |
| Trading currency: | CDN$ |
| Temporary market maker: | W.D. Latimer Co. Ltd. |
| Other markets: | New York Stock Exchange |
| Settlement: | Subject to the closing of the Offering: (i) all trades in "TIXT" on and before the third trading day preceding the closing date will be for special settlement on the closing date and will appear on the Settlement Report from CDS Clearing and Depository Services Inc. ("CDS"); and (ii) all trades in "TIXT" for each of the two trading days preceding the closing date will be for special settlement two business days after the trade date and will appear on the Settlement Report from CDS. If the Offering does not close, all of the "if, as and when issued" trades will be cancelled. No securities will be delivered and no money will be owed by purchasers to sellers. Parties who are entitled to receive Subordinate Voting Shares under the Offering may sell such securities in the "if, as and when issued" market without being subject to restrictions on short sales. Parties who are not entitled to receive Subordinate Voting Shares under the Offering must comply with the short sale rule in all respects for any sales they make in the "TIXT" "if, as and when issued" market. If and when the Offering closes, there will be no further trading in "TIXT" on an "if, as and when issued" basis and the Subordinate Voting Shares issued at such closing will trade on a regular settlement basis. |
| Listing category: | Industrial |
| Security ownership registration: | Certificated Issue |
| Investor relations: | Jason Mayr (416) 993-1987 Email: Jason.Mayr@telusinternational.com |
| Incorporation: | Business Corporations Act (British Columbia) |
| Fiscal year end: | December 31 |
| Nature of business: | The Company is a digital customer experience innovator that designs, builds and delivers next-generation solutions for global and disruptive brands. |
| Transfer agent and registrar: | Computershare Investors Services Inc. at its principal offices in Toronto, Vancouver, Montreal and Calgary |
| Dividends: | The Company does not currently anticipate paying dividends on the Subordinate Voting Shares in the foreseeable future. |
| Sponsorship: | Not applicable |
| Disclosure document: | Second amended and restated preliminary base PREP prospectus dated January 25, 2021, amending and restating the preliminary base PREP prospectus dated January 8, 2021, as amended and restated by the first amended and restated preliminary base PREP prospectus dated January 19, 2021, which is available at www.SEDAR.com. Capitalized terms not otherwise defined herein are as defined in the disclosure document. |
| Initial public offering: | The Offering of Subordinate Voting Shares is expected to be comprised of a treasury offering by the Company of 21,929,824 Subordinate Voting Shares, and a secondary offering of 11,403,509 Subordinate Voting Shares by TELUS International Holding Inc., a wholly-owned subsidiary of TELUS Corporation, and Riel B.V., an entity which is indirectly and wholly-owned by The Baring Asia Private Equity Fund VI, L.P.1, The Baring Asia Private Equity Fund VI, L.P.2 and certain of its affiliates, for which Baring Private Equity Asia GP VI Limited is the ultimate general partner entity, which is itself controlled by Baring Private Equity Asia Group Limited, at an Offering price between US$23.00 and US$25.00 per Subordinate Voting Share for net proceeds of approximately US$493.9 million to the Company. The syndicate of underwriters is comprised of J.P. Morgan Securities Canada Inc., Morgan Stanley Canada Limited, Barclays Capital Canada Inc., Merrill Lynch Canada Inc., CIBC World Markets Inc., Citigroup Global Markets Canada Inc., Credit Suisse Securities (Canada), Inc., RBC Dominion Securities Inc., BMO Nesbitt Burns Inc., Scotia Capital Inc., TD Securities Inc., Wells Fargo Securities Canada, Ltd., MUFG Securities (Canada), Ltd. and National Bank Financial Inc. in Canada and certain broker-dealers in the United States. In addition, the Baring Shareholder has granted to the underwriters an over-allotment option pursuant to which the underwriters may purchase up to an additional 5,000,000 Subordinate Voting Shares at the Offering price. |
| TSX contact: | Chris Birkett, Managing Director, Toronto Stock Exchange |