TELUS Corp Amends 13D for TELUS International Shares

TL;DR

**TELUS Corp just updated its stake in TELUS International, watch for potential shifts.**

AI Summary

TELUS Corporation filed an Amendment No. 1 to its Schedule 13D on February 16, 2024, regarding its ownership of Subordinate Voting Shares in TELUS International (Cda) Inc. The filing updates previous disclosures, indicating a change in the information previously reported by TELUS Corporation concerning its beneficial ownership in TELUS International (Cda) Inc.

Why It Matters

This amendment signals a change in the ownership stake or intentions of a major shareholder, which could influence investor perception and the stock price of TELUS International (Cda) Inc.

Risk Assessment

Risk Level: low — This is an amendment to a standard ownership disclosure, not indicating immediate high-risk activity like a hostile takeover or significant divestment.

Key Players & Entities

• TELUS Corporation (company) — Filing entity and beneficial owner
• TELUS International (Cda) Inc. (company) — Subject company of the filing
• February 16, 2024 (date) — Date of event requiring the filing
• 87975H100 (string) — CUSIP Number for Subordinate Voting Shares

FAQ

Key Financial Figures

• $30.0 million — hree-month period for gross proceeds of $30.0 million or more, without first providing the Re

Filing Documents

• ss3033251_sc13da.htm (SC 13D/A) — 71KB
• 0000947871-24-000170.txt ( ) — 73KB

Security and Issuer

Item 1. Security and Issuer This Amendment No. 1 (this “ Amendment ”) amends and supplements the Schedule 13D filed by the Reporting Person with the SEC on May 26, 2023 (the “ Original Schedule 13D ”, and as amended and supplemented by this Amendment, the “ Schedule 13D ”), with respect to Subordinate Voting Shares of TELUS International (Cda) Inc., a corporation organized under the laws of British Columbia, Canada (the “ Issuer ”), with its principal executive offices located at Floor 7, 510 West Georgia Street, Vancouver, BC V6B 0M3. Capitalized terms used in this Amendment and not otherwise defined shall have the same meanings ascribed to them in the Original Schedule 13D.

Purpose of Transaction

Item 4. Purpose of Transaction This Amendment further amends and supplements Item 4 of the Original Schedule 13D by inserting the following after the final paragraph: Following a conversion by Riel B.V. (“ BPEA ”) of 32,550,000 Multiple Voting Shares into an equal number of Subordinate Voting Shares, as reflected in an amendment to Schedule 13G filed by BPEA with the SEC on February 14, 2024, the percentage of Subordinate Voting Shares outstanding beneficially owned by the Reporting Person decreased from approximately 68.1%, as reported on the Original Schedule 13D, to approximately 59.3%, in each case, calculated assuming conversion of all Multiple Voting Shares owned or acquired by the Reporting Person into Subordinate Voting Shares. The Reporting Person has not transacted in Issuer securities since the Original Schedule 13D was filed, but is filing this Amendment to report its change in beneficial ownership of its Subordinate Voting Shares resulting from BPEA’s conversion.

Interest in Securities of the Issuer

Item 5. Interest in Securities of the Issuer This Amendment amends and restates the third and fourth paragraphs of Item 5 of the Original Schedule 13D in its entirety as set forth below: The calculation of the percentage of Subordinate Voting Shares outstanding beneficially owned by the Reporting Person or a Schedule I Person, as the case may be, is based upon 106,830,312 outstanding Subordinate Voting Shares of the Issuer and 167,381,876 outstanding Multiple Voting Shares of the Issuer as of December 31, 2023 , as reported by the Issuer in the 2023 20-F. As of February 14, 2024, the Reporting Person beneficially owned an aggregate of 1,438,013 Subordinate Voting Shares and 152,004,019 Multiple Voting Shares, which together represent approximately 59.3% of the outstanding shares of Subordinate Voting Shares, calculated assuming conversion of all Multiple Voting Shares owned or acquired by the Reporting Person into Subordinate Voting Shares. All such Subordinate Voting Shares and Multiple Voting Shares are held by 1276431 B.C. Ltd., 1276433 B.C. Ltd., 1276435 B.C. Ltd., 1276436 B.C. Ltd. and TELUS International Holding Inc., each a wholly-owned subsidiary of the Reporting Person.

Contracts, Arrangements, Understandings

Item 6. Contracts, Arrangements, Understandings or Relationships with Respect to Securities of the Issuer This Amendment amends and restates the descriptions of the Shareholders’ Agreement and the Registration Rights Agreement in Item 6 of the Original Schedule 13D in their entirety as set forth below: Shareholders’ Agreement The Reporting Person entered into a shareholders’ agreement (the “ Shareholders’ Agreement ”) with the Issuer and BPEA upon consummation of the Issuer’s initial public offering that governs the relationship between the Reporting Person, the Issuer and BPEA. On March 9, 2023, the Reporting Person, the Issuer and BPEA amended the Shareholders’ Agreement to eliminate initial post-IPO transition requirements, remove BPEA’s rights regarding the nomination of directors and appointment of observers to our Board and confirm the Reporting Person’s and the Company’s rights to nominate individuals to serve on our Board. The parties further amended the Shareholders’ Agreement on December 16, 2023, to revise the terms of the Reporting Person’s right of first offer, pursuant to which BPEA agreed not to, under certain circumstances, sell or transfer their shares in the Issuer without first providing Reporting Person with a right to purchase such shares. Board Appointment Rights. The Shareholders’ Agreement provides that so long as the Reporting Person continues to beneficially own at least 50% of the combined voting power of the Multiple Voting Shares and Subordinate Voting Shares, the Issuer will agree to nominate individuals designated by the Reporting Person representing a majority of the Issuer Board. If the Reporting Person owns at least 5% of the combined voting power of the Multiple Voting Shares and Subordinate Voting Shares but less than 50%, the number of directors the Reporting Person may nominate as a percentage of the Issuer Board will be the greater of (i

Material to Be Filed as Exhibits

Item 7. Material to Be Filed as Exhibits This Amendment further amends and supplements Item 7 of the Original Schedule 13D by inserting the following exhibits: Exhibit Description 6. Amended and Restated Shareholders’ Agreement, dated as of June 16, 2023, among the Reporting Person, BPEA and the Issuer (incorporated by reference to Exhibit 99.7 to the Issuer’s Current Report furnished to the SEC on Form 6-K on August 4, 2023). 7. Amendment to the Amended and Restated Shareholders’ Agreement, dated as of December 16, 2023 (filed as Exhibit 2.8 to the 2023 20-F). 8. Second Amendment and Joinder to the Registration Rights Agreement, dated as of June 16, 2023 (incorporated by reference to Exhibit 99.6 to the Issuer’s Current Report furnished to the SEC on Form 6-K on August 4, 2023). 9. Third Amendment to the Registration Rights Agreement, dated as of December 21, 2023 (filed as Exhibit 2.6 to the 2023 20-F). SIGNATURE After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct. Dated: February 16, 2024 TELUS Corporation By: /s/ Andrea Wood Name: Andrea Wood Title: Executive Vice President and Chief Legal and Governance Officer SCHEDULE I Below are the names, present principal occupations and number of Subordinate Voting Shares beneficially owned by each of the executive officers and directors of the Reporting Person. Unless otherwise noted, each of these persons is a Canadian citizen, has a business address of 510 West Georgia Street, Floor 7, Vancouver, British Columbia V6B 0M3, Canada, and beneficially owns less than one percent of the outstanding Subordinate Voting Shares. Name Principal Occupation Number of Subordinate Voting Shares Beneficially Owned Daren Entwistle President, Chief Executive Officer, Director 29,700 Doug French Executive Vice-President and Chief Financial Officer 15,466 Navin Arora

View Full Filing

View this SC 13D/A filing on SEC EDGAR