Telus Corp. (TSX:T) has filed a complaint with the B.C. securities regulator about a New York hedge fund’s opposition to the telecom company’s plan to have one class of common shares.
Telus has asked the British Columbia Securities Commission to require Mason Capital Management to issue a press release to provide more information on why it acquired a large voting position in the telecom company.
“Telus shareholders have the right to know about Mason’s holdings and intentions,” Telus lawyer Robert Yalden said in a letter to the regulator.
The Vancouver telecom company also wants Mason to publicly say when it purchased or sold common and non-voting shares since Telus announced in late February that it planned to have only common shares.
“Mason must also disclose that, as a result of its trading strategy, its interests are different from those of other holders of common shares,” said the letter, dated April 30.
“Telus shareholders will only be able to make a reasoned judgment about Mason’s opposition to the proposal if they are provided with this information.”
Shareholders will vote on the proposal to create a single class of common shares at the company’s annual meeting on May 9 in Edmonton. Telus said a single class will provide better liquidity and benefit all shareholders.
“We would like to see Mason put forward more complete information about their holdings and intentions,” Telus spokesman Shawn Hall said Wednesday. “We are simply seeking clarity from the commission in this regard.”
Mason Capital Management said Wednesday that it has made its position clear and questioned why Telus was turning to the B.C. securities regulator.
“We question Telus’ motivations in submitting a complaint to regulators shortly before its proposal is to be voted upon and making its complaint public before the regulators have had the opportunity to even consider or respond,” Mason said in a statement.
Mason said it intends to vote against the Telus proposal to convert all of its non-voting shares into noting shares on a one-to-one basis.
“Mason believes Telus’ proposal does not reflect the superior value of the voting shares for which shareholders have historically paid a premium.”
Mason has urged Telus shareholders to vote against the plan and has also said one class of common shares would hurt liquidity and reduce the allowed level of foreign investment.
Telus said Mason stands to profit by increasing the spread between the common shares and the non-voting shares and has created a credible threat that the proposal may be defeated, which has caused the spread to widen.
Telus has said Mason owns 33 million voting shares, or 19 per cent, and shorted almost the same amount in non-voting shares.
“All Mason needs to do is create enough uncertainty in the market to cause the spread to widen and then close out some or all of its short position to lock in its profits.”
A short-seller profits when the price of a stock falls.
Telus has said share gains could fall if shareholders vote against creating a single class of common shares.
Telus chief financial officer Robert McFarlane has said that as of last week the company’s common shares were up 5.5 per cent and its non-voting shares up 7.2 per cent since the plan was announced in late February.