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EXHIBIT 99.5
INSTRUCTION TO REGISTERED HOLDER FROM BENEFICIAL OWNER
OF
13 1/4% SENIOR DISCOUNT NOTES DUE 2010
OF
GT GROUP TELECOM INC.
To Registered Holder:
The undersigned hereby acknowledges receipt of the Prospectus dated
, 2000 (the "Prospectus") of GT Group Telecom Inc. ("Group Telecom"),
and accompanying Letter of Transmittal (the "Letter of Transmittal"), that
together constitute Group Telecom's offer (the "Exchange Offer") to exchange
$1,000 in stated amount at maturity of a new series of 13 1/4% Senior Discount
Exchange Notes Due 2010 (the "Exchange Notes") of Group Telecom for each $1,000
in stated amount at maturity of outstanding 13 1/4% Senior Discount Notes Due
2010 (the "Outstanding Notes") of Group Telecom. Capitalized terms used but not
defined herein have the meanings ascribed to them in the Prospectus.
This will instruct you, the registered holder, as to the action to be taken
by you relating to the Exchange Offer with respect to the Outstanding Notes held
by you for the account of the undersigned.
The aggregate face amount of the Outstanding Notes held by you for the
account of the undersigned is (fill in amount):
$ of 13 1/4% Senior Discount Notes Due 2010.
With respect to the Exchange Offer, the undersigned hereby instructs you
(check appropriate box):
[ ] To TENDER the following Outstanding Notes held by you for the account
of the undersigned (insert stated amount at maturity of Outstanding
Notes to be tendered (if any)):
$ of 13 1/4% Senior Discount Notes Due 2010.
[ ] NOT to TENDER any Outstanding Notes held by you for the account of the
undersigned.
If the undersigned instructs you to tender Outstanding Notes held by you
for the account of the undersigned, it is understood that you are authorized to
make, on behalf of the undersigned (and the undersigned, by its signature below,
hereby makes to you), the representations and warranties contained in the Letter
of Transmittal that are to be made with respect to the undersigned as a
beneficial owner, including but not limited to the representations, that (i) the
Exchange Notes acquired pursuant to the Exchange Offer are being obtained in the
ordinary course of business of the undersigned, (ii) neither the undersigned nor
any such other person has an arrangement or understanding with any person to
participate in the distribution of such Exchange Notes, (iii) if the undersigned
is not a broker-dealer, or is a broker-dealer but will not receive Exchange
Notes for its own account in exchange for Outstanding Notes, neither the
undersigned nor any such other person is engaged in or intends to participate in
the distribution of such Exchange Notes and (iv) neither the undersigned nor any
such other person is an "affiliate" of Group Telecom within the meaning of Rule
405 under the Securities Act of 1933, as amended (the "Securities Act"), or, if
the undersigned is an "affiliate", that the undersigned will comply with the
registration and prospectus delivery requirements of the Securities Act to the
extent applicable. If the undersigned is a broker-dealer (whether or not it is
also an "affiliate") that will receive Exchange Notes for its own account in
exchange for Outstanding Notes, it represents that such Outstanding Notes were
acquired as a result
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of market-making activities or other trading activities, and it acknowledges
that it will deliver a prospectus meeting the requirements of the Securities Act
in connection with any resale of such Exchange Notes. By acknowledging that it
will deliver and by delivering a prospectus meeting the requirements of the
Securities Act in connection with any resale of such Exchange Notes, the
undersigned is not deemed to admit that it is an "underwriter" within the
meaning of the Securities Act.
SIGN HERE
Name of beneficial owner(s) (please print):
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Signature(s):
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Address:
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Telephone Number:
Taxpayer identification or Social Security Number:
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Date:
