September 18, 2012 / 3:33 PM / 6 years ago

Mason Capital allowed to launch quick appeal of Telus ruling

TORONTO (Reuters) - Mason Capital Management LLC, the largest shareholder in Telus Corp (T.TO), said on Tuesday it has been granted permission to launch an expedited appeal of a court ruling that blocked it from calling a meeting of the telecom company’s shareholders.

A pedestrian is reflected in the window of a Telus store while using a mobile phone in Ottawa February 11, 2011. REUTERS/Chris Wattie

The U.S. hedge fund has been locked in a bitter dispute with Telus for months over the Vancouver-based company’s plan to consolidate its voting and non-voting stock on a one-for-one basis. Telus, which backed down on the plan in May, recently revived the proposal.

Mason, which held 19 percent of Telus’s voting shares as of August 31, says voting shareholders paid more, on average, for their stock than non-voting shareholders and should be rewarded for that as the two classes merge. Telus argues that universal voting rights are a good corporate governance practice.

The Supreme Court of British Columbia recently ruled that Mason and CDS - the registered holder of Mason’s voting shares, could not call the meeting. Mason wanted to hold the meeting to get shareholder support for its proposal to set a minimum premium on the price that would be paid for the voting shares in the event of a share consolidation.

Mason said it has been granted an appeal of the ruling and a hearing will be held on October 4, so that the matter may be decided before an October 17 meeting of Telus shareholders at which a vote will be held on Telus’s proposal.

The hedge fund said it believes it has strong grounds to appeal, arguing that it is critical that the owners of the Telus voting shares be allowed to vote on setting a minimum premium.


Telus was forced to back down on its plan in May, when it became clear that the proposal would not win the support of two-thirds of its voting and non-voting class shareholders. But it has revived the plan and it says it now needs the backing of only a simple majority of Telus’s voting shares, improving the odds of the proposal passing despite Mason’s opposition.

As voting shares will not see their legal rights change, Telus argues it only needs a simple majority of votes cast by these shareholders to back the plan. The plan still needs the backing of two-thirds of non-voting share votes cast, as the non-voting shares are being exchanged for voting shares.

Given that the non-voting shares trade at a slight discount to the voting shares, these shareholders stand to benefit from Telus’s plan and will likely see a bump-up in the price of their shares, making it simpler for Telus to get two-thirds support from this class of shareholders.

Telus voting shares were up 23 Canadian cents at C$61.42 early on Tuesday on the Toronto Stock Exchange, while its non-voting shares were up 6 Canadian cents at C$60.85.

Reporting by Euan Rocha; Editing by Peter Galloway

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