Insider filing report for Changes in Beneficial Ownership
- Schedule 13G & 13D forms are used to report a party's ownership of stock which exceeds 5% of a company's total stock issue.
- Schedule 13G is a shorter version of Schedule 13D with fewer reporting requirements.
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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549 |
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 3)*
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TELUS International (Cda) Inc. (Name of Issuer) |
Subordinate Voting Shares (Title of Class of Securities) |
87975H100 (CUSIP Number) |
TELUS Corporation Floor 5, 510 West Georgia Street, Vancouver, A1, V6B 0M3 (604) 695-6400 (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications) |
06/11/2025 (Date of Event Which Requires Filing of This Statement) |
If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of §§ 240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box.
The information required on the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the
Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other
provisions of the Act (however, see the Notes).
SCHEDULE 13D
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| CUSIP No. | 87975H100 |
| 1 |
Name of reporting person
TELUS CORP | ||||||||
| 2 | Check the appropriate box if a member of a Group (See Instructions)
(a)
(b)
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| 3 | SEC use only | ||||||||
| 4 |
Source of funds (See Instructions)
WC | ||||||||
| 5 |
Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)
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| 6 | Citizenship or place of organization
BRITISH COLUMBIA, CANADA
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| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 11 | Aggregate amount beneficially owned by each reporting person
158,878,841.00 | ||||||||
| 12 | Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
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| 13 | Percent of class represented by amount in Row (11)
60.1 % | ||||||||
| 14 | Type of Reporting Person (See Instructions)
HC |
Comment for Type of Reporting Person:
Rows 7, 9 and 11 consist of 6,874,822 subordinate voting shares, no par value, of the Issuer ("Subordinate Voting Shares") and 152,004,019 multiple voting shares of the Issuer ("Multiple Voting Shares") 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. Multiple Voting Shares are convertible into Subordinate Voting Shares on a one-for-one basis at any time at the option of the Reporting Person and automatically upon the occurrence of certain events. Holders of Multiple Voting Shares are entitled to ten votes per Multiple Voting Share and holders of Subordinate Voting Shares are entitled to one vote per Subordinate Voting Share. The percentage calculated in Row 13 is based upon 112,477,222 outstanding Subordinate Voting Shares of the Issuer and 164,381,876 outstanding Multiple Voting Shares of the Issuer as disclosed in the Issuer's Report on Form 6-K, filed with the Securities and Exchange Commission (the "SEC") on April 15, 2025. The Reporting Person, therefore, held 92.5% of the outstanding Multiple Voting Shares and 6.1% of the outstanding Subordinate Voting Shares, which represents 86.9% of the combined voting power of the Multiple Voting Shares and Subordinate Voting Shares. Assuming the Reporting Person converted all of its Multiple Voting Shares into Subordinate Voting Shares and BPEA does not convert its Multiple Voting Shares into Subordinate Voting Shares, the Reporting Person would have 60.1% of the outstanding Subordinate Voting Sh
ares.
SCHEDULE 13D
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| Item 1. | Security and Issuer | |
| (a) | Title of Class of Securities:
Subordinate Voting Shares | |
| (b) | Name of Issuer:
TELUS International (Cda) Inc. | |
| (c) | Address of Issuer's Principal Executive Offices:
Floor 5, 510 West Georgia Street, Vancouver,
BRITISH COLUMBIA, CANADA
, V6B 0M3. | |
Item 1 Comment:
This Amendment No. 3 (this "Amendment No. 3") to Schedule 13D amends and supplements the Statement on Schedule 13D filed by the Reporting Person with the SEC on May 26, 2023 (the "Original Schedule 13D", as amended by Amendment No. 1 filed with the SEC on February 16, 2024 and as further amended by Amendment No. 2 filed with the SEC on September 26, 2024). This Amendment No. 3 relates to the 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 5, 510 West Georgia Street, Vancouver, BC V6B 0M3. Capitalized terms used in this Amendment No. 3 and not otherwise defined shall have the same meanings ascribed to them in the Original Schedule 13D. This Amendment No. 3 is being filed to disclose the non-binding indication of interest submitted by the Reporting Person on June 11, 2025 to acquire all of the issued and outstanding Subordinate Voting Shares and Multiple Voting Shares in the capital of the Issuer not already owned directly or indirectly by the Reporting Person (collectively, the "Shares") for a price per Share of US$3.40, to be paid cash, Reporting Person common shares or a combination of both. | ||
| Item 4. | Purpose of Transaction | |
Item 4 of the Original Schedule 13D is hereby supplemented and amended to add the following information: On June 11, 2025, the Reporting Person submitted a non-binding indication of interest (the "Non-Binding IOI") to the board of directors of the Issuer (the "Board") in respect of a proposed transaction pursuant to which the Reporting Person would, directly or indirectly through one of its subsidiaries, acquire all of the issued and outstanding Shares in the capital of the Issuer not already owned directly or indirectly by it for a price per Share of US$3.40, to be paid cash, Reporting Person common shares or a combination of both (the "Proposed Acquisition"). The entering into of definitive transaction documents with respect to the Proposed Acquisition is subject to a number of conditions, including, among other matters, confirmatory due diligence satisfactory to the Reporting Person, agreement on transaction structure, the negotiation and execution of mutually acceptable definitive transaction documents, and the formal approval of the Proposed Acquisition by the Board. Further, the consummation of the Proposed Acquisition, even if definitive transaction documents are entered into, would be subject to customary closing conditions for transactions of this nature, including, among others, the receipt of shareholder approvals required under applicable securities laws and court approval. No assurances can be given that definitive transaction documents with respect to the Proposed Acquisition will be entered into, as to the final terms of any transaction or that a transaction will be consummated. The foregoing description of the Non-Binding IOI does not purport to be complete and is qualified in its entirety by reference to the Non-Binding IOI, a copy of which is filed as an exhibit hereto and is incorporated herein by reference. The Proposed Acquisition may result in one or more of the actions specified in clauses (a)-(j) of Item 4 of Schedule 13D, including the acquisition or disposition of additional securities of the Issuer, a merger or other extraordinary corporate transaction involving the Issuer, a change to the present composition of the Board, a change to the present capitalization or dividend policy of the Issuer, the delisting of the Issuer's securities from the New York Stock Exchange, and a class of equity securities of the Issuer becoming eligible for termination of registration pursuant to Section 12(g)(4) of the Securities Exchange Act of 1934. The Reporting Person may further consider pursuing other plans, proposals or other courses of action with the Issuer's management, the Board, other Issuer shareholders, advisors or other persons which could relate to, or result in, several of the matters referred to in clauses (a)-(j) of Item 4 of Schedule 13D. | ||
| Item 6. | Contracts, Arrangements, Understandings or Relationships With Respect to Securities of the Issuer | |
Item 6 of the Original Schedule 13D is hereby further supplemented and amended to add the information contained in Item 4 of this Amendment No. 3, which is incorporated by reference into this Item 6 as if fully set forth herein. | ||
| Item 7. | Material to be Filed as Exhibits. | |
1 Share Purchase Agreement, dated May 16, 2023, between the TELUS International Holding Inc. and BPEA (incorporated by reference to Exhibit 99.1 to the Schedule 13D furnished to the SEC on May 26, 2023). https://www.sec.gov/Archives/edgar/data/868675/000094787123000637/ss2117895_ex9901.htm#Purchase 2 Shareholders' Agreement, dated February 5, 2021, among TELUS Communications Inc. and BPEA and the Issuer (incorporated by reference to Exhibit 10.7 to the amendment to the Issuer's Registration Statement on Form F-1 filed with the SEC on January 19, 2021 (SEC File No. 333-251993)). https://www.sec.gov/Archives/edgar/data/1825155/000104746921000112/a2242795zex-10_7.htm#Shareholder 3 Amendment No. 1 to the Shareholders' Agreement, dated March 9, 2023 (incorporated by reference to Exhibit 99.1 to the Issuer's Current Report furnished to the SEC on Form 6-K on March 15, 2023). https://www.sec.gov/Archives/edgar/data/1825155/000094787123000327/ss1844731_ex9901.htm#Amendment%20March%209 4 Registration Rights Agreement, dated February 5, 2021, among TELUS Communications Inc., TELUS International Holding Inc., 1276431 B.C. LTD., 1276433 B.C. LTD., 1276435 B.C. LTD., 1276436 B.C. LTD. BPEA and the Issuer (incorporated by reference to Exhibit 99.3 to the Issuer's Current Report furnished to the SEC on Form 6-K on February 5, 2021). https://www.sec.gov/Archives/edgar/data/1825155/000110465921013075/a20-31342_25ex99d3.htm#Registration 5 Amendment to the Registration Rights Agreement, dated January 3, 2023 (incorporated by reference to Exhibit 99.3 to the Issuer's Current Report furnished to the SEC on Form 6-K on January 9, 2023). https://www.sec.gov/Archives/edgar/data/1825155/000110465923002251/tm231731d1_ex99-3.htm#Amendment%20January%203 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). https://www.sec.gov/Archives/edgar/data/1825155/000162828023027393/a997telusinternational-a.htm 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). https://www.sec.gov/Archives/edgar/data/1825155/000162828024003978/exhibit28amendmenttoshar.htm 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). https://www.sec.gov/Archives/edgar/data/1825155/000162828023027393/a996telusinternationalti.htm 9 Third Amendment to the Registration Rights Agreement, dated as of December 21, 2023 (filed as Exhibit 2.6 to the 2023 20-F). https://www.sec.gov/Archives/edgar/data/1825155/000162828024003978/exhibit26amendmenttoregi.htm 10 Non-binding indication of interest letter, dated June 11, 2025. | ||
| 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.
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