exv4w5



 




Exhibit
4.5



FORM 51-102F3

MATERIAL CHANGE REPORT




Item 1 — Name and Address of Company




TELUS Corporation (“TELUS”)

555 Robson Street

Vancouver, British Columbia V6B 3K9




Item 2 — Date of Material Change




September 11, 2006




Item 3 — News Release



A news release in respect of the material change, in the form attached as Schedule “A” to this
Report, was disseminated through Canada Newswire on September 11, 2006.




Item 4 — Summary of Material Change



On September 11, 2006, TELUS announced that its Board of Directors had unanimously approved a
proposal to reorganize TELUS in its entirety into an income trust.




Item 5 — Full Description of Material Change



On September 11, 2006, TELUS announced that its Board of Directors (the “Board”) had unanimously
approved a proposal to reorganize TELUS in its entirety into an income trust (the “Fund”).



The reorganization will be accomplished by way of a plan of arrangement under the Business
Corporations Act (British Columbia) that will be subject to the approval of at least 66 2/3 per
cent of the votes cast by the security holders of TELUS at a special meeting expected to be held in
January 2007. In addition to the requirement for shareholder approval, the reorganization will be
subject to a number of other conditions including the receipt of all necessary regulatory and court
approvals.



Under the terms of the proposed conversion, holders of TELUS common voting and non-voting shares
will receive one trust unit of the Fund for each TELUS share held. The Fund will be a mutual fund
trust and have only one class of trust units.



The initial level of distributions following conversion is anticipated to be in an approximate
range of between $3.90 to $4.10 per trust unit on an annualized basis. It is expected that TELUS
will maintain its current quarterly dividend level pending shareholder approval of the proposed
income trust conversion.



For TELUS shareholders resident in Canada, the conversion of TELUS shares into trust units will
result in a disposition giving rise to a gain or loss for tax purposes. Consideration is being
given to providing TELUS shareholders with an exchangeable security alternative. The exchangeable
securities would permit electing shareholders to defer all or part of the Canadian income tax
consequences of the conversion until the disposition of the exchangeable securities or their
exchange for trust units of the Fund.



Please refer to the news release of TELUS attached as Schedule “A” to this Report for further
details relating to the material change.





 









 







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Item 6 — Reliance on subsection 7.1(2) or (3) of National Instrument 51-102



Not Applicable.




Item 7 — Omitted Information



Not Applicable.




Item 8 — Executive Officer



Audrey T. Ho, Vice President, Legal Services and General Counsel, is knowledgeable about the
material change and may be reached at (604) 697-8017.




Item 9 — Date of Report



Dated this 13th day of September, 2006.





 









 







SCHEDULE “A”




News Release in Respect of the Material Change





 










 





	 	 	 
	

	 	News Release






Sept. 11, 2006




TELUS announces reorganization of entire entity into

income trust




Creating Canada’s premier income trust

Initial distributions anticipated in range of $3.90 to $4.10 per Unit on

annualized basis

Shareholder information circular expected in December for special meeting

in January 2007



VANCOUVER,
British Columbia, Canada — TELUS Corporation (“TELUS”) today announced
that its Board of Directors (the “Board”) has unanimously approved a proposal from TELUS management
to reorganize TELUS in its entirety into an income trust (the “Fund”).



The proposed reorganization is designed to enhance TELUS’ national growth strategy and increase
shareholder value by distributing an increased portion of TELUS’ cash flow directly to Fund
Unitholders. It is expected that TELUS will enhance its ability to continue funding capital
expenditures and future growth opportunities in its core business, and that Units of the Fund will
be valued in more favourable terms than TELUS shares currently. The current business and operations
of TELUS will be unaffected by the reorganization and will continue to be conducted by the current
leadership and team members of TELUS.



The conversion will be accomplished by way of a plan of arrangement under the Business Corporations
Act (British Columbia) that is subject to the approval of at least 66 2/3 per cent of the votes
cast by the security holders of TELUS at a special meeting expected to be held in January 2007.



Under the terms of the proposed conversion, holders of TELUS common voting and non-voting shares
will receive one trust Unit of the Fund for each TELUS share held. The Fund will be a mutual fund
trust and have only one class of Units.



“Creating Canada’s premier income trust supports the continued advancement of the successful
national growth strategy TELUS initiated in 2000,” said Darren Entwistle, TELUS President and CEO.
“The proposed reorganization reflects a continuation of our track record of making investments for
future growth and returning surplus cash generated from our superior asset mix to shareholders in
the most tax efficient way possible. Furthermore, converting TELUS in its entirety to an income
trust ensures that our integrated core businesses continue to drive operational excellence,
differentiating TELUS from our competitors.”




 









 





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Robert McFarlane, executive vice president and CFO stated, “The reorganization into an income trust
should enhance shareholder value by significantly increasing future cashflow available for
distributing to Unitholders and for investing in growth. TELUS is pursuing a trust conversion at
this time since it has recently utilized all of its tax assets and a conversion early in 2007 will
optimize its future taxable position. Shareholders should also benefit from increased trading
liquidity, which is expected to result from collapsing the current separate voting and non-voting
shares to a single class of Fund Units. The proposed trust conversion should also be beneficial to
debt holders given it is expected to enable increased future cash flow being available for debt
servicing without affecting our existing prudent long term debt leverage policies.”



The initial level of distributions following conversion is anticipated to be in an approximate
range of $3.90 to $4.10 per Unit on an annualized basis. This is more than 3.5 times the current
annualized dividend level of $1.10. It is expected that TELUS will maintain the current quarterly
dividend level pending shareholder approval of the proposed income trust conversion.



TELUS is also today reaffirming its 2006 consolidated annual guidance for revenue, EBITDA, EPS,
capital expenditures and free cash flow, which was last updated on August 4, 2006. Such guidance
includes $7 million of estimated expenses in 2006 related to trust conversion. Annual 2007
consolidated guidance is expected to be released in December 2006.



In addition to the requirement for shareholder approval, the reorganization will be contingent on a
number of other conditions including the receipt of all necessary regulatory and court approvals.
The Fund will be fully consistent and compliant with government regulation related to income trusts
and with the foreign ownership and control rules for telecommunications and broadcasting.



The Board believes that the reorganization is in the best interest of TELUS and its
shareholders.



For TELUS shareholders resident in Canada, the conversion of TELUS shares into Units will result in
a disposition giving rise to a gain or loss for tax purposes. Consideration is being given to
providing TELUS shareholders with an exchangeable security alternative that will permit eligible
shareholders to elect to receive, at their option and subject to a maximum number of securities,
securities exchangeable into Units of the Fund. The exchangeable securities will permit electing
shareholders to defer all or part of the Canadian income tax consequences of the arrangement until
the disposition of the exchangeable securities or their exchange for Units of the Fund. Current and
potential shareholders are encouraged to seek independent tax advice in respect of the consequences
to them of the proposed reorganization.



TD Securities Inc. is providing advisory services to the Board of Directors in connection with the
proposed reorganization and has provided the Board with an opinion that the proposed conversion is
fair, from a financial point of view, to TELUS shareholders.



An information circular describing the reorganization and detailing the proposed plan of
arrangement is expected to be mailed to shareholders in December 2006 for the purpose of obtaining
shareholder approval. The information circular will be available on the Internet at
www.sedar.com, www.sec.gov and on TELUS’ website at www.telus.com.




 









 







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     Although the timing of the completion of the conversion process cannot be predicted with certainty,
management anticipates completion in late-January 2007. However, there can be no assurance at this
time that all approvals and consents required or desirable to effect the conversion will be
obtained within that time frame, or at all, and, accordingly, there can be no assurance that the
conversion will be completed.


Conference Call




Management will hold a conference call and webcast to discuss the proposed reorganization at 11:00
a.m. (ET) on September 11, 2006. To participate, please dial 1-888-458-1598 or 1-403-232-6311
passcode: 67945#, or log on to the webcast at telus.com/investors. An archive will be available on
this TELUS website and playback will be available later in the day by dialing 1-877-653-0545
(toll-free) or 1-403-232-0933 with reservation number: 332956#.



About TELUS




TELUS (TSX: T, T.A; NYSE: TU) was formed in 1999 by the merger of BC Telecom and TELUS (Alberta).
In 2000, TELUS acquired national wireless company Clearnet Communications Inc. and QuebecTel. In
late 2004, Verizon Communications sold its approximate 20 per cent interest in TELUS making TELUS a
widely held public company with no significant shareholders.



Today TELUS is a leading national telecommunications company in Canada, with $8.4 billion of annual
revenue and 10.4 million customer connections including 4.7 million wireless subscribers, 4.6
million wireline network access lines and 1.05 million Internet subscribers. TELUS operates
predominantly in Canada and employs 30,000 employees. TELUS’ capital expenditures in 2006 are
expected to be approximately $1.6 billion. The company’s strategic intent is to unleash the power
of the Internet to deliver the best solutions to Canadians at home, in the workplace and on the
move. TELUS provides customers with a wide range of wireline and wireless communications products
and services including data, Internet protocol (IP), voice, entertainment and video services.




Forward looking statements disclaimer







This news release contains statements about expected future events and financial and
operating results of TELUS that are forward-looking. By their nature, forward-looking
statements require the Company to make assumptions and are subject to inherent risks and
uncertainties. There is significant risk that the forward-looking statements will not prove to be
accurate. Specifically, there can be no assurance that the conversion will be completed in
the anticipated time frame or at all, or that any of the benefits and implications of the income
trust will be realized. Therefore, readers are cautioned not to place undue reliance on
forward-looking statements as a number of factors could cause actual future results and
events to differ materially from that expressed in the forward-looking statements.
Accordingly this news release is subject to the disclaimer and qualified by the assumptions
(including assumptions for 2006 guidance), qualifications and risk factors referred to in the
Management’s discussion and analysis — August 2,2006, as well as certain tax
assumptions arising from the proposed income trust conversion.







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	For media inquiries:

	 	For investor inquiries:
	 
	 	 
	Jim Johannsson

	 	John Wheeler
	(780) 920-9519

	 	(604) 697-8154
	jim.johannsson@telus.com

	 	ir@telus.com
	 
	 	 
	Shawn Hall

	 	Robert Mitchell
	(604) 619-7913

	 	(416) 279-3219
	shawn.hall@telus.com

	 	ir@telus.com