Form F-1MEF TELUS International (Cda
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As filed with the United States Securities and Exchange Commission on September 23, 2021
Registration No. 333-
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM F-1
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
TELUS International (Cda) Inc.
(Exact name of Registrant as specified in its charter)
Not Applicable
(Translation of Registrant’s name into English)
| Province of British Columbia | 7374 | 98-1362229 |
| (State or other jurisdiction of incorporation or organization) |
(Primary Standard Industrial Classification Code Number) |
(I.R.S. Employer Identification Number) |
Floor 7, 510 West Georgia Street
Vancouver, BC V6B 0M3
(604) 695-3455
(Address, including zip code, and telephone number, including area code, of Registrant’s principal executive offices)
Corporation Service Company
19 West 44th Street
Suite 200
New York, NY 10036 Telephone: 1-800-927-9800
(Name, address, including zip code, and telephone number, including area code, of agent for service)
Copies to:
|
Lona Nallengara Jason Lehner Shearman & Sterling LLP 599 Lexington Avenue New York, NY 10022-6069 (212) 848-4000
|
Desmond Lee James Brown Osler, Hoskin & Harcourt LLP 100 King Street West, Suite 6200 Toronto, ON M5X 1B8, Canada (416) 362-2111
|
Andrew J. Foley Paul, Weiss, Rifkind, Wharton & Garrison LLP 1285 Avenue of the Americas New York, NY 10019-6064 (212) 373-3000
|
Robert Carelli Amélie Métivier Stikeman Elliott LLP 1155 René-Lévesque Blvd. West 41st Floor Montréal, QC H3B 3V2, Canada (514) 397-3000
|
Approximate date of commencement of proposed sale to the public:
As soon as practicable after the effective date of this Registration Statement.
If any of the securities being registered on this Form are to be offered on a delayed or continuous basis pursuant to Rule 415 under the Securities Act of 1933, check the following box. ¨
If this Form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. x File No. 333-259697
If this Form is a post-effective amendment filed pursuant to Rule 462(c) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ¨
If this Form is a post-effective amendment filed pursuant to Rule 462(d) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ¨
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933.
Emerging Growth Company ¨
If an emerging growth company that prepares its financial statements in accordance with U.S. GAAP, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards† provided pursuant to Section 7(a)(2)(B) of the Securities Act. ¨
| † | The term “new or revised financial accounting standard” refers to any update issued by the Financial Accounting Standards Board to its Accounting Standards Codification after April 5, 2012. |
CALCULATION OF REGISTRATION FEE
Title of each class of securities to be registered | Amount to be registered(1) | Proposed maximum offering price per share(2) | Proposed offering price(1)(2) | Amount of registration fee | |||||||||
| Subordinate voting shares, no par value, to be offered for resale by the selling shareholders | 2,760,000 | $ | 34.00 | $ | 93,840,000 | $ | 10,237.94 | ||||||
| (1) | Includes shares of additional subordinate voting shares that the underwriters have the option to purchase. |
| (2) | Estimated solely for the purpose of calculating the registration fee in accordance with Rule 457(a) of the Securities Act of 1933, as amended. The registrant previously registered securities with a proposed maximum aggregate offering price not to exceed $490,590,000.00 on a registration statement on Form F-1 (File No. 333-259697), which was declared effective by the Securities and Exchange Commission on September 23, 2021. Pursuant to Rule 462(b) under the Securities Act of 1933, as amended, the amount of securities being registered hereunder at the proposed maximum aggregate offering price per share represents no more than 20% of the maximum aggregate offering price of the securities initially registered pursuant to the registrant’s registration statement on Form F-1 (File No. 333-259697). |
THIS REGISTRATION STATEMENT SHALL BECOME EFFECTIVE UPON FILING WITH THE SECURITIES AND EXCHANGE COMMISSION IN ACCORDANCE WITH RULE 462(b) UNDER THE SECURITIES ACT OF 1933, AS AMENDED.
EXPLANATORY NOTE AND INCORPORATION BY REFERENCE
TELUS International (Cda) Inc. is filing this registration statement with the Securities and Exchange Commission pursuant to Rule 462(b) and General Instruction V of Form F-1, both promulgated under the Securities Act of 1933, as amended. Pursuant to Rule 462(b), the contents of the registration statement on Form F-1 (File No. 333-259697), of TELUS International (Cda) Inc., including the exhibits thereto, which was declared effective by the Securities and Exchange Commission on September 23, 2021, are incorporated by reference into this registration statement.
The required opinions and consents are listed on an exhibit index attached hereto and filed herewith.
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, as amended, the Registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form F-1 and has duly caused this Registration Statement on Form F-1 to be signed on its behalf by the undersigned, thereunto duly authorized, in Las Vegas, Nevada on September 23, 2021.
| By: | /s/ Jeffrey Puritt | |
| Name: Jeffrey Puritt | ||
| Title: President and Chief Executive Officer |
Pursuant to the requirements of the Securities Act, this Registration Statement has been signed by the following persons in the capacities and on the dates indicated.
| Signature | Title | Date | ||
| /s/ Jeffrey Puritt | ||||
| Jeffrey Puritt | President and Chief Executive Officer and Director (Principal Executive Officer) | September 23, 2021 | ||
| /s/ Vanessa Kanu | ||||
| Vanessa Kanu | Chief Financial Officer (Principal Financial Officer) | September 23, 2021 | ||
| /s/ David So | ||||
| David So | Chief Accounting Officer (Principal Accounting Officer) | September 23, 2021 | ||
| * | ||||
| Josh Blair | Director | September 23, 2021 | ||
| * | ||||
| Olin Anton | Director | September 23, 2021 | ||
| * | ||||
| Kenneth Cheong | Director | September 23, 2021 | ||
| * | ||||
| Tony Geheran | Director | September 23, 2021 | ||
| * | ||||
| Doug French | Director | September 23, 2021 | ||
| * | ||||
| Stephen Lewis | Director | September 23, 2021 | ||
| * | ||||
| Sue Paish | Director | September 23, 2021 | ||
| * | ||||
| Carolyn Slaski | Director |
September 23, 2021 |
| *By: | /s/ JEFFREY PURITT | |
| Jeffrey Puritt Attorney-in-fact |
Signature of Authorized U.S. Representative of Registrant
Pursuant to the requirements of the Securities Act of 1933, as amended, the undersigned, the duly authorized representative in the United States of TELUS International (Cda) Inc., has signed this Registration Statement on September 23, 2021.
| By: | /s/ Charles A. Koskovish | ||
| Name: Charles A. Koskovich | |||
| Title: Director, TELUS International (U.S.) Corp |
EXHIBIT INDEX
* Filed as part of the registration statement on Form F-1 (File No. 333-259697).
Exhibit 5.1
September 23, 2021
TELUS International (Cda) Inc.
Floor 7, 510 West Georgia Street
Vancouver, British Columbia
V6B 0M3
Re: Securities Registered under Registration Statement on Form F-1
Ladies and Gentlemen:
We have acted as Canadian counsel to TELUS International (Cda) Inc. a company governed by the Business Corporations Act (British Columbia) (the “Company”), in connection with the filing by the Company with the United States Securities and Exchange Commission of a Registration Statement on Form F-1 (the “Additional Registration Statement”) pursuant to Rule 462(b) promulgated under the Securities Act of 1933, as amended (the “Securities Act”), which Additional Registration Statement incorporates by reference the registration statement on Form F-1 of the Company filed on September 21, 2021, including the exhibits thereto (the “Registration Statement”). This opinion letter is furnished to you in connection with your filing of the Additional Registration Statement relating to the secondary offering (the “Offering”) of an aggregate of up to 2,760,000 subordinate voting shares of the Company (the “Shares”), including Shares purchasable by the underwriters upon their exercise of an option to purchase additional subordinate voting shares granted by the selling shareholders referred to in the Registration Statement. Certain of the Shares will be issued prior to the completion of the Offering upon the conversion of an equal number of existing multiple voting shares of the Company in accordance with the articles of the Company (the “Articles”). The Shares are being sold to the several underwriters named in, and pursuant to, an underwriting agreement among the Company, the selling shareholders and the underwriters.
We have considered such questions of law and examined such public and corporate records, certificates and other documents and conducted such other examinations as we have considered necessary to give the opinions set forth below. We have relied, without independent verification, on certificates of public officials and, as to certain factual matters, upon certificates of officers of the Company. Without limiting the generality of the foregoing, we have reviewed the notice of articles of the Company, the Articles and certain resolutions of the directors and shareholders of the Company.
We have assumed the legal capacity of all individuals, the genuineness of all signatures, the authenticity of all documents submitted to us as originals and the conformity to authentic original documents of all documents submitted to us as certified, conformed, electronic, photostatic or facsimile copies.
Page 2
The opinions expressed below are limited solely to the laws of the Province of British Columbia and the federal laws of Canada applicable therein.
Based on the foregoing, we are of the opinion that the Shares have been duly authorized and the outstanding subordinate voting shares comprising the Shares are, and the subordinate voting shares issuable upon conversion of the multiple voting shares of the Company held by the selling shareholders in accordance with the Articles, will be, validly issued as fully paid and non-assessable subordinate voting shares of the Company.
We hereby consent to the inclusion of this opinion as Exhibit 5.1 to the Additional Registration Statement and to the references to our firm under the caption “Legal Matters” in the Registration Statement. In giving our consent, we do not admit that we are in the category of persons whose consent is required under Section 7 of the Securities Act or the rules and regulations thereunder.
| Yours very truly, | |
| /s/ Osler, Hoskin & Harcourt LLP |
Exhibit 23.1
| Deloitte LLP | ||
| Bay Adelaide East | ||
| 8 Adelaide Street West | ||
| Suite 200 | ||
| Toronto ON M5H 0A9 | ||
| Canada | ||
| Tel: 416-601-6150 | ||
| Fax: 416-601-6610 | ||
| www.deloitte.ca |
Consent of Independent Registered Public Accounting Firm
We consent to the incorporation by reference in this Registration Statement on Form F-1 (filed pursuant to Rule 462(b) of the Securities Act of 1933, as amended) of our report dated February 22, 2021, relating to the financial statements of TELUS International (Cda) Inc. appearing in the Annual Report on Form 20-F for the year ended December 31, 2020. We also consent to the reference to us under the heading “Experts” in such Registration Statement.
| /s/ Deloitte LLP | |
| Chartered Professional Accountants | |
| Licensed Public Accountants | |
| Toronto, Canada | |
| September 23, 2021 |
Exhibit 23.2
Consent of Independent Auditor
We consent to the incorporation by reference in the registration statement on Form F-1, filed pursuant to rule 462(b) of the Securities Act 1933 of our report dated November 30, 2020, with respect to the consolidated statements of financial position of Triple C Holding GmbH as of December 31, 2019 and 2018 and January 1, 2018, the related consolidated statements of income and other comprehensive income, changes in owner’s equity, and cash flows for the years ended December 31, 2019 and 2018, and the related notes, which report appears in the registration statement on Form F-1 (No. 333-259697).
/s/ KPMG AG Wirtschaftspruefungsgesellschaft
Berlin, Germany
September 23, 2021
Exhibit 23.3
Consent of Independent Auditor
TELUS International (Cda) Inc.
Vancouver, British Columbia
Canada
We hereby consent to the incorporation by reference in the Registration Statement on Form F-1 filed pursuant to Rule 462(b) of the Securities Act of 1933 of our report dated November 4, 2020, relating to the combined financial statements of the Artificial Intelligence Business of LBT Acquisition, Inc., which is contained in the Registration Statement (Form F-1 No. 333-259697) and related Prospectus of TELUS International (Cda) Inc. for the registration of subordinate voting shares.
| /s/ BDO USA, LLP | |
| Boston, Massachusetts | |
| September 23, 2021 |
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