EX-99.6 7 tm246562d1_ex99-6.htm EXHIBIT 99.6

 

Exhibit 99.6

 

A final short form base shelf prospectus containing important information relating to the securities described in this document has been filed with the securities regulatory authorities in each of the provinces of Canada. A copy of the final short form base shelf prospectus, any amendment to the short form base shelf prospectus and any applicable shelf prospectus supplement that has been filed, is required to be delivered with this document.

 

This document does not provide full disclosure of all material facts relating to the securities offered. Investors should read the final short form base shelf prospectus, any amendment and any applicable shelf prospectus supplement for disclosure of those facts, especially risk factors relating to the securities offered, before making an investment decision.

 

February 12, 2024

 

 

TELUS Corporation

Final Term Sheet

5.10% Sustainability-Linked Series CAN Notes due February 15, 2034

 

Issuer:   TELUS Corporation (“TELUS” or the “Company”)
     
Issue:   Sustainability-Linked Series CAN Notes pursuant to Short Form Base Shelf   Prospectus of the Company dated August 8, 2022 and the Prospectus   Supplement of the Company dated February 12, 2024(“Notes”).
     
    The Notes are “Sustainability-Linked Bonds” issued in accordance with the   Sustainability-Linked Bond Framework of TELUS dated June 2021 (the   “Framework”).
     
Principal Amount:   C$500 million
     
Pricing Date:   February 12, 2024
     
Settlement Date:   February 15, 2024 (T+3)
     
Maturity Date:   February 15, 2034
     
Target Observation Date:   December 31, 2030
     
Sustainability Performance Target:   Reduce absolute Scope 1 and 2 greenhouse gas emissions by 46 per cent from 2019 levels by the Target Observation Date (the “Sustainability   Performance Target”). See “TELUS Sustainability-Linked Bond Framework”   in the Prospectus Supplement dated February 12, 2024.
     
Trigger Event:   A “Trigger Event” will occur if (i) TELUS does not achieve the Sustainability   Performance Target as of the Target Observation Date as determined by the   External Verifier and confirmed in the SPT Verification Assurance Certificate,   (ii) TELUS has not published on its website the SPT Verification Assurance   Certificate on or before April 30, 2031 or (iii) the SPT Verification Assurance   Certificate contains a reservation about whether or not the Sustainability   Performance Target has been achieved as of the Target Observation Date.
     
Interest Rate:   5.10% per annum (the “Initial Rate”), payable semi-annually in arrears, in   equal instalments on February 15 and August 15 of each year (each, an   “Interest Payment Date” and the period commencing on the later of the date   of issuance of the Notes or the last Interest Payment Date to, but excluding,   the next Interest Payment Date, an “Interest Period”), commencing on   August 15, 2024.
     
    Upon the occurrence of a Trigger Event, in respect of the Interest Period   commencing on February 15, 2031, the rate of interest per annum for the purpose of determining the amount of interest payable on the Interest Payment Date relating to such Interest Period shall increase by an amount equal to 0.50% per annum and the increased rate of interest shall be payable on the Interest Payment Date relating to each subsequent Interest Period thereafter (such increase, the “Rate Increase” and the Initial Rate plus the Rate Increase, the “Modified Rate”).

 

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    If a Trigger Event has occurred, TELUS shall give notice of such Trigger Event and the related Rate Increase and resulting Modified Rate to the trustee for the Notes and the holders of Notes in accordance with the indenture governing the Notes (which shall include by way of press release and in accordance with the policies and procedures of CDS Clearing and Depositary Services Inc., as applicable), as soon as reasonably practicable following the occurrence of a Trigger Event but in any event by May 1, 2031.
     
MFN Step-Up Due to Trigger Event in Future SLBs:   In connection with a Future SLB Trigger Event, the interest rate on the Notes may be increased pursuant to an MFN Step-Up as described in the Prospectus Supplement dated February 12, 2024.
     
    In no event shall the interest rate on the Notes exceed the Initial Rate by more than 1.00% per annum in the aggregate, whether as a result of a Rate Increase or one or more MFN Step-Ups.
     
Delivery of SPT   Verification Assurance   Certificate:   TELUS will publish on its website a limited assurance report by the External Verifier (such report, the “SPT Verification Assurance Certificate”), which shall confirm whether or not TELUS has achieved the Sustainability Performance Target as of the Target Observation Date. The SPT Verification Assurance Certificate will be published no later than the later of (i) the date of publication of TELUS’s audited consolidated financial statements for the fiscal year ending on the Target Observation Date and (ii) March 31, 2031; provided that to the extent TELUS determines that additional time will be required for the External Verifier to complete the relevant SPT Verification Assurance Certificate then the SPT Verification Assurance Certificate shall be published as soon as reasonably practicable after March 31, 2031, but in no event later than April 30, 2031.
     
    For any fiscal year ending prior to the Target Observation Date (the end of such fiscal year, an “Early Observation Date”), TELUS shall be entitled to publish on its website a limited assurance report by the External Verifier (such report, an “Early Verification Assurance Certificate”), confirming whether or not TELUS has achieved the Sustainability Performance Target as of such Early Observation Date.
     
External Verifier:   Any independent accounting or appraisal firm or other independent expert of internationally recognized standing appointed by TELUS, in each case with the expertise necessary (as determined by TELUS, acting reasonably) to perform the functions required to be performed by such firm or expert in order to determine if the Sustainability Performance Target has been met.
     
Issue Spread(1):   [Redacted in accordance with Subsection 9A.3(4) of National Instrument 44-102 – Shelf Distributions]
     
Issue Yield:   5.146% per annum
     
Issue Price:   C$99.644 per $100 principal amount
     

 

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Rank:   The Notes will be unsecured and unsubordinated obligations of the Company   and will rank pari passu with all existing and future unsecured and   unsubordinated obligations of the Company.
     
Expected Credit Ratings(2):   DBRS: BBB (Stable Trend)
  Moody's: Baa2 (Stable Outlook)
    S&P: BBB (Stable Outlook)
     
Redemption:   The Notes may be redeemed at any time prior to November 15, 2033 at the   option of the Company, in whole or from time to time, in part, on not fewer   than 10 nor more than 60 days prior notice at a redemption price equal to the   Make-Whole Amount.
     
    The Notes may be redeemed at any time on or after November 15, 2033 at   the option of the Company, in whole or from time to time, in part, on not fewer   than 10 nor more than 60 days prior notice at a redemption price equal to the   Par Call Amount.
     
    Any redemption may, at the Company's discretion, be subject to one or more   conditions, and may be revoked if any such conditions are not satisfied.
     
    Make-Whole Amount” shall mean, in respect of the Notes being redeemed,   an amount equal to the greater of (a) the Discounted Value of the Notes being   redeemed and (b) 100% of the principal amount thereof, in each case together   with interest accrued to, but excluding, the date fixed for redemption   calculated at a rate equal to the Modified Rate, unless as of the end of the   fiscal year immediately prior to the date that notice of redemption is given   TELUS has achieved the Sustainability Performance Target as determined by   the External Verifier and confirmed in an Early Verification Assurance   Certificate or the SPT Verification Assurance Certificate, as applicable, in   which case interest shall be calculated at a rate equal to the Initial Rate.
     
    Discounted Value of the Notes” shall have the meaning as described in the   Prospectus Supplement dated February 12, 2024.
     
    Par Call Amount” shall mean, in respect of the Notes being redeemed, the   principal amount thereof plus: the sum of (a) interest accrued to, but   excluding, the date fixed for redemption calculated at a rate of either (i) the   Modified Rate (if a Trigger Event has occurred) or (ii) the Initial Rate (if a   Trigger Event has not occurred) and (b) in the event a Trigger Event has   occurred, an additional amount equal to (i) 0.25% of the principal amount of   the Notes being redeemed less (ii) the amount of interest accrued from the   last scheduled Interest Payment Date to, but excluding, the date fixed for   redemption determined using a rate equal to the Rate Increase (and included   in the aggregate amount determined pursuant to (a)).
     
Payment & Delivery:   Payments of interest and principal will be made to CDS or its nominee.
     
Distribution:   All provinces of Canada.
     
Covenants:   Covenants include negative pledge, cross acceleration, restrictions against   sale & leaseback, limitations on indebtedness of restricted subsidiaries   (please refer to the Prospectus Supplement dated February 12, 2024).
     
Change of Control:   The Company will be required to make an offer to repurchase the Notes at a   price equal to 101% of their principal amount plus accrued and unpaid interest   (at the then prevailing rate on the Notes) to the date of repurchase upon the   occurrence of a Change of Control Triggering Event. See “Details of the Offering - Repurchase upon Change of Control Triggering Event” in the   Prospectus Supplement dated February 12, 2024.

 

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Tax Consequences:   In certain circumstances, provisions of the Income Tax Act (Canada) (the “Tax   Act”) require a holder of a “prescribed debt obligation” (as defined for the   purposes of the Tax Act) resident in Canada to include in income for each   taxation year the amount of any interest, bonus or premium receivable on the   obligation over its term based on the maximum amount of interest, bonus or   premium receivable on the obligation. The Notes may be considered to be   prescribed debt obligations, and a holder resident in Canada should consult   their tax advisors with respect to the potential consequences to them of   deemed accrual on a prescribed debt obligation.
     
Use of Proceeds:   The net proceeds will be used for the repayment of outstanding indebtedness,   including all or a portion of the repayment upon maturity of the 3.35% Series   CK Notes due April 2024, as well as the repayment of a portion of commercial   paper (incurred for general working capital purposes) and/or the repayment of   a portion of the 2022 Credit Facility, and for other general corporate purposes.   Pending any such use of the net proceeds, the Company will invest the net   proceeds in bank deposits and short-term marketable securities.
     
CUSIP / ISIN:   87971MCG6 / CA87971MCG65
     
Syndicate:   CIBC World Markets Inc (Joint Bookrunner)
    RBC Dominion Securities Inc.(Joint Bookrunner)
    Scotia Capital Inc. (Joint Bookrunner)
    BMO Nesbitt Burns Inc.
    TD Securities Inc.
    Desjardins Securities Inc.
    National Bank Financial Inc.
    J.P. Morgan Securities Canada Inc.
    Wells Fargo Securities Canada Ltd.
    SMBC Nikko Securities Canada, Ltd.
    ATB Securities Inc.
     
    (collectively, the “Agents”).

 

One or more sections of this term sheet may be provided by members of the Syndicate to investors.

 

(1)[Redacted in accordance with Subsection 9A.3(4) of National Instrument 44-102 – Shelf Distributions]

 

(2)A credit rating is not a recommendation to buy, sell or hold securities and may be subject to revision or withdrawn at any time.

 

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