<PAGE> 1
EXHIBIT 99.1
LETTER OF TRANSMITTAL
FOR
TENDER OF ALL OUTSTANDING
13 1/4% SENIOR DISCOUNT NOTES DUE 2010
IN EXCHANGE FOR
13 1/4% SENIOR DISCOUNT EXCHANGE NOTES DUE 2010
OF
GT GROUP TELECOM INC.
THE EXCHANGE OFFER WILL EXPIRE AT 5:00 P.M., NEW YORK CITY TIME, ON
, 2000 (THE "EXPIRATION DATE"), UNLESS THE OFFER IS EXTENDED BY GT
GROUP TELECOM INC. IN ITS SOLE DISCRETION.
EXCHANGE AGENT:
THE CHASE MANHATTAN BANK
By Mail, Hand or Overnight Delivery:
The Chase Manhattan Bank
c/o Chase National Corporate Services, Inc.
1301 Fifth Avenue, Suite 3410
Seattle, WA 98101
Attention: Michael A. Jones
Vice President
Facsimile: (206) 624-3867
Confirm by Telephone: (206) 903-4908
DELIVERY TO AN ADDRESS OTHER THAN THE DEPOSITORY TRUST COMPANY (ATOP) OR AS
SET FORTH IN THIS LETTER OF TRANSMITTAL OR TRANSMISSION OF INSTRUCTIONS VIA A
FACSIMILE TRANSMISSION TO A NUMBER OTHER THAN AS SET FORTH ABOVE WILL NOT
CONSTITUTE A VALID DELIVERY.
By execution hereof, the undersigned acknowledges receipt of the Prospectus
dated , 2000 (the "Prospectus") of GT Group Telecom Inc. ("Group
Telecom") which, together with this Letter of Transmittal (the "Letter of
Transmittal"), constitute Group Telecoms' 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. The terms of the
Exchange Notes are identical in all material respects (including stated amount
at maturity, interest rate and maturity) to the terms of the Outstanding Notes
for which they may be exchanged pursuant to the Exchange Offer, except that the
Exchange Notes will have been registered under the Securities Act of 1933, as
amended, and, therefore, will not bear legends restricting the transfer thereof.
This Letter of Transmittal is to be used by Holders (as defined below) if:
(i) certificates representing Outstanding Notes are to be physically delivered
to the Exchange Agent herewith by Holders; (ii) tender of Outstanding Notes is
to be made by book-entry transfer to the Exchange Agent's account at The
Depository Trust Company ("DTC") by any financial institution that is a
participant in DTC and whose name appears on a security position listing as the
owner of Outstanding Notes (such participants, acting on behalf of Holders, are
referred to herein, together with such Holders, as "Acting Holder"); or (iii)
tender of Outstanding Notes is to be made according to the
<PAGE> 2
guaranteed delivery procedures. DELIVERY OF DOCUMENTS TO DTC DOES NOT CONSTITUTE
DELIVERY TO THE EXCHANGE AGENT.
If delivery of the Outstanding Notes is to be made by book-entry transfer
to the account maintained by the Exchange Agent at DTC as set forth in (ii) in
the immediately preceding paragraph, this Letter of Transmittal need not be
manually executed; provided, however, that tenders of Outstanding Notes must be
effected in accordance with the procedures mandated by DTC's Automated Tender
Offer Program ("ATOP"). To tender Outstanding Notes through ATOP, the electronic
instructions sent to DTC and transmitted by DTC to the Exchange Agent must
contain the character by which the participant acknowledges its receipt of and
agrees to be bound by this Letter of Transmittal.
Unless the context requires otherwise, the term "Holder" for purposes of
this Letter of Transmittal means: (i) any person in whose name Outstanding Notes
are registered on the books of Group Telecom or any other person who has
obtained a properly completed bond power from the registered Holder or (ii) any
participant in DTC whose Outstanding Notes are held of record by DTC who desires
to deliver such Outstanding Notes by book-entry transfer at DTC.
The undersigned has completed, executed and delivered this Letter of
Transmittal to indicate the action the undesigned desires to take with respect
to the Exchange Offer.
The instructions included with this Letter of Transmittal must be followed.
Questions and requests for assistance or for additional copies of the
Prospectus, this Letter of Transmittal and the Notice of Guaranteed Delivery may
be directed to the Exchange Agent.
HOLDERS WHO WISH TO ACCEPT THE EXCHANGE OFFER AND TENDER THEIR OUTSTANDING NOTES
MUST COMPLETE THIS LETTER OF TRANSMITTAL IN ITS ENTIRETY.
List below the Outstanding Notes to which this Letter of Transmittal
relates. If the space provided below is inadequate, the Certificate Numbers and
Stated Amounts at Maturity should be listed on a separate signed schedule
affixed hereto. Tenders of Outstanding Notes will be accepted only in authorized
denominations of $1,000.
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DESCRIPTION OF OUTSTANDING NOTES
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Certificate Aggregate
Number(s)* Stated Amount at Maturity
Name(s) and Address(es) of Holder(s) (Attached signed Tendered
(Please fill in, if blank) list if necessary) (if less than all)**
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TOTAL STATED AMOUNT AT MATURITY OF OUTSTANDING NOTES TENDERED
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* Need not be completed by Holders tendering by book-entry transfer.
** Need not be completed by Holders who wish to tender with respect to all Outstanding Notes listed. See
Instruction 2.
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</TABLE>
<PAGE> 3
[ ] CHECK HERE IF TENDERED OUTSTANDING NOTES ARE BEING DELIVERED BY DTC TO THE
EXCHANGE AGENT'S ACCOUNT AT DTC AND COMPLETE THE FOLLOWING:
NAME OF TENDERING INSTITUTION:
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DTC BOOK-ENTRY ACCOUNT:
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TRANSACTION CODE NO.:
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Holders who wish to tender their Outstanding Notes and (i) whose
Outstanding Notes are not immediately available, or (ii) who cannot deliver
their Outstanding Notes, the Letter of Transmittal or any other required
documents to the Exchange Agent prior to the Expiration Date, or cannot complete
the procedure for book-entry transfer on a timely basis, may effect a tender
according to the guaranteed delivery procedures and must also complete the
Notice of Guaranteed Delivery.
[ ] CHECK HERE IF TENDERED OUTSTANDING NOTES ARE BEING DELIVERED PURSUANT TO A
NOTICE OF GUARANTEED DELIVERY PREVIOUSLY DELIVERED TO THE EXCHANGE AGENT AND
COMPLETE THE FOLLOWING:
NAME(S) OF HOLDER(S) OF OUTSTANDING NOTES:
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WINDOW TICKET NO. (IF ANY):
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DATE OF EXECUTION OF NOTICE OF GUARANTEED DELIVERY:
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NAME OF ELIGIBLE INSTITUTION THAT GUARANTEED DELIVERY:
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DTC BOOK-ENTRY ACCOUNT NO.:
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IF DELIVERED BY BOOK-ENTRY TRANSFER:
NAME OF TENDERING INSTITUTION:
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TRANSACTION CODE NO.:
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[ ] CHECK HERE IF YOU ARE A BROKER-DEALER AND WISH TO RECEIVE 10 ADDITIONAL
COPIES OF THE PROSPECTUS AND 10 COPIES OF ANY AMENDMENTS OR SUPPLEMENTS
THERETO.
NAME:
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ADDRESS:
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<PAGE> 4
PLEASE READ THE ACCOMPANYING INSTRUCTIONS CAREFULLY
Ladies and Gentlemen:
Upon the terms and subject to the conditions of the Exchange Offer, the
undersigned hereby tenders to Group Telecom the above-described stated amount at
maturity of Outstanding Notes. Subject to, and effective upon, the acceptance
for exchange of the Outstanding Notes tendered herewith, the undersigned hereby
exchanges, assigns and transfers to, or upon the order of, Group Telecom all
right, title and interest in and to such Outstanding Notes. The undersigned
hereby irrevocably constitutes and appoints the Exchange Agent as the true and
lawful agent and attorney-in-fact of the undersigned (with full knowledge that
said Exchange Agent also acts as the agent of Group Telecom and as Trustee under
the Indenture for the Outstanding Notes and the Exchange Notes) to cause the
Outstanding Notes to be assigned, transferred and exchanged. The undersigned
represents and warrants that it has full power and authority to tender,
exchange, assign and transfer the Outstanding Notes and to acquire Exchange
Notes issuable upon the exchange of such tendered Outstanding Notes, and that,
when the same are accepted for exchange, Group Telecom will acquire good and
unencumbered title to the tendered Outstanding Notes, free and clear of all
liens, restrictions, charges and encumbrances and not subject to any adverse
claim. The undersigned also warrants that it will, upon request, execute and
deliver any additional documents deemed by the Exchange Agent or Group Telecom
to be necessary or desirable to complete the exchange, assignment and transfer
of tendered Outstanding Notes.
The Exchange Offer is subject to certain conditions as set forth in the
Prospectus under the caption "Exchange Offer -- Certain Conditions to the
Exchange Offer". The undersigned recognizes that as a result of these conditions
(which may be waived, in whole or in part, by Group Telecom) as more
particularly set forth in the Prospectus, Group Telecom may not be required to
exchange any of the Outstanding Notes tendered hereby and, in such event, the
Outstanding Notes not exchanged will be returned to the undersigned at the
address shown below the signature of the undersigned.
By tendering, each Holder of Outstanding Notes represents to Group Telecom
that (i) the Exchange Notes acquired pursuant to the Exchange Offer are being
obtained in the ordinary course of business of the person receiving such
Exchange Notes, whether or not such person is such Holder, (ii) neither the
Holder of Outstanding Notes nor any such other person has an arrangement or
understanding with any person to participate in the distribution of such New
Notes, (iii) if the Holder 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 Holder nor any such other person is engaged in or intends to
participate in a distribution of the Exchange Notes and (iv) neither the Holder
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 such Holder is such an "affiliate", that such Holder will comply with the
registration and prospectus delivery requirements of the Securities Act to the
extent applicable. If the tendering Holder is a broker-dealer (whether or not it
is also an "affiliate" of Group Telecom within the meaning of Rule 405 under the
Securities Act) that will receive Exchange Notes for its own account in exchange
for Outstanding Notes, it represents that the Outstanding Notes to be exchanged
for the Exchange Notes were acquired by it as a result of market-making
activities or other trading activities, and 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.
For purposes of the Exchange Offer, Group Telecom shall be deemed to have
accepted validly tendered Outstanding Notes when, as and if Group Telecom has
given oral or written notice thereof to the Exchange Agent and complied with the
applicable provisions of the Registration Rights Agreement. If any tendered
Outstanding Notes are not accepted for exchange pursuant to the Exchange Offer
for any reason or if Outstanding Notes are submitted for a greater stated amount
at
<PAGE> 5
maturity than the holder desires to exchange, such unaccepted or non-exchanged
Outstanding Notes will be returned without expense to the tendering Holder
thereof (or, in the case of Outstanding Notes tendered by book-entry transfer
into the Exchange Agent's account at the Book-Entry Transfer Facility pursuant
to customary book-entry transfer procedures, such non-exchanged Notes will be
credited to an account maintained with such Book-Entry Transfer Facility) as
promptly as practicable after the expiration or termination of the Exchange
Offer.
All authority conferred or agreed to be conferred by this Letter of
Transmittal shall survive the death, incapacity or dissolution of the
undersigned and every obligation under this Letter of Transmittal shall be
binding upon the undersigned's heirs, personal representatives, successors and
assigns.
The undersigned understands that tenders of Outstanding Notes pursuant to
the instructions hereto will constitute a binding agreement between the
undersigned and Group Telecom upon the terms and subject to the conditions of
the Exchange Offer.
Unless otherwise indicated under "Special Issuance Instruction," please
issue the certificates representing the Exchange Notes issued in exchange for
the Outstanding Notes accepted for exchange and return any Outstanding Notes not
tendered or not exchanged, in the name(s) of the undersigned (or in either such
event in the case of Outstanding Notes tendered by DTC, by credit to the account
at DTC). Similarly, unless otherwise indicated under "Special Delivery
Instructions," please send the certificates representing the Exchange Notes
issued in exchange for the Outstanding Notes accepted for exchange and any
certificates for Outstanding Notes not tendered or not exchanged (and
accompanying documents as appropriate) to the undersigned at the address shown
below the undersigned's signatures, unless, in either event, tender is being
made through DTC. In the event that both "Special Issuance Instructions" and
"Special Delivery Instructions" are completed, please issue the certificates
representing the Exchange Notes issued in exchange for the Outstanding Notes
accepted for exchange and return any Outstanding Notes not tendered or not
exchanged in the name(s) of, and send said certificates to, the person(s) so
indicated. The undersigned recognizes that Group Telecom has no obligation
pursuant to the "Special Issuance Instructions" and "Special Delivery
Instruction" to transfer any Outstanding Notes from the name of the registered
holder(s) thereof if Group Telecom does not accept for exchange any of the
Outstanding Notes so tendered.
<PAGE> 6
PLEASE SIGN HERE
(TO BE COMPLETED BY ALL TENDERING HOLDERS OF OUTSTANDING NOTES REGARDLESS OF
WHETHER OUTSTANDING NOTES ARE BEING PHYSICALLY DELIVERED HEREWITH)
This Letter of Transmittal must be signed by the Holder(s) of Outstanding Notes
exactly as their name(s) appear(s) on certificate(s) for Outstanding Notes or,
if tendered by a participant in DTC, exactly as such participant's name appears
on a security position listing as the owner of Outstanding Notes, or by
person(s) authorized to become registered Holder(s) by endorsements and
documents transmitted with this Letter of Transmittal. If signature is by a
trustee, executor, administrator, guardian, attorney-in-fact, officer or other
person acting in a fiduciary or representative capacity, such person must set
forth his or her full title below under "Capacity" and submit evidence
satisfactory to Group Telecom of such persons authority to so act. See
Instruction 3 herein. If the signature appearing below is not of the registered
Holder(s) of the Outstanding Notes, then the registered Holder(s) must sign a
valid proxy.
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X Date:
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X Date:
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Signature(s) of Holder(s) or Authorized
Signatory
Name(s): Address:
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(Please Print) (Including ZIP Code)
Capacity(ies): Area Code and
------------------------------------- Telephone No.:
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Social Security No(s).:
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</TABLE>
PLEASE COMPLETE SUBSTITUTE FORM W-9 HEREIN
SIGNATURE GUARANTEE (SEE INSTRUCTION 3 HEREIN)
CERTAIN SIGNATURES MUST BE GUARANTEED BY AN ELIGIBLE INSTITUTION
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(Name of Eligible Institution Guaranteeing Signatures)
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(Address (including zip code) and Telephone Number (including area code) of
Firm)
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(Authorized Signature)
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(Printed Name)
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(Title)
Date:
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<PAGE> 7
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SPECIAL ISSUANCE INSTRUCTIONS SPECIAL DELIVERY INSTRUCTIONS
(SEE INSTRUCTION 4 HEREIN) (SEE INSTRUCTION 4 HEREIN)
To be completed ONLY if certificates To be completed ONLY if certificates
for Outstanding Notes in a stated amount at for Outstanding Notes in a stated amount at
maturity not tendered are to be issued in maturity not tendered or not accepted for
the name of, or the Exchange Notes issued purchase or the Exchange Notes issued
pursuant to the Exchange Offer are to be pursuant to the Exchange Offer are to be
issued to the order of, someone other than sent to someone other than the person or
the person or persons whose signature(s) persons whose signature(s) appear(s) within
appear(s) within this Letter of Transmittal this Letter of Transmittal or to an address
or issued to an address different from that different form that shown in the box
shown in the box entitled "Description of entitled "Description of Outstanding Notes"
Outstanding Notes" within this Letter of within this Letter of Transmittal or to be
Transmittal, or if Outstanding Notes credited to an account maintained at DTC
tendered by book-entry transfer that are other than the account at DTC indicated
not accepted maintained at DTC other than above.
the account at DTC indicated above.
Name:
Name: ------------------------------------------
------------------------------------------ (Please Print)
(Please Print)
Address:
Address: -------------------------------------------
------------------------------------------- (Please Print)
(Please Print) ------------------------------------------
------------------------------------------ Zip Code
Zip Code ------------------------------------------
------------------------------------------ Taxpayer Identification or Social Security
Taxpayer Identification or Social Security Number
Number (See Substitute Form W-9 herein)
(See Substitute Form W-9 herein)
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</TABLE>
<PAGE> 8
INSTRUCTIONS
FORMING PART OF THE TERMS AND CONDITIONS
OF THE EXCHANGE OFFER
1. DELIVERY OF THIS LETTER OF TRANSMITTAL AND CERTIFICATES. The certificates
for the tendered Outstanding Notes (or a confirmation of a book-entry into the
Exchange Agent's account at DTC of all Outstanding Notes delivered
electronically), as well as a properly completed and duly executed copy of this
Letter of Transmittal of facsimile hereof and any other documents required by
this Letter of Transmittal must be received by the Exchange Agent at its address
set forth herein prior to 5:00 P.M., New York City time, on the Expiration Date.
The method of delivery of the tendered Outstanding Notes, this Letter of
Transmittal and all other required documents to the Exchange Agent are at the
election and risk of the Holder and, except as otherwise provided below, the
delivery will be deemed made only when actually received by the Exchange Agent.
Instead of delivery by mail, it is recommended that the Holder use an overnight
or hand delivery service. In all cases, sufficient time should be allowed to
assure timely delivery. No Letter of Transmittal or Outstanding Notes should be
sent to Group Telecom.
Holders who wish to tender their Outstanding Notes and (i) whose
Outstanding Notes are not immediately available or (ii) who cannot deliver their
Outstanding Notes, this Letter of Transmittal or any other documents required
hereby to the Exchange Agent prior to the Exchange Date, or who cannot complete
the procedure for book-entry transfer of a timely basis must tender their
Outstanding Notes and follow the guaranteed delivery procedures set forth in the
Prospectus. Pursuant to such procedures: (i) such tender must be made by or
through an Eligible Institution (as defined below); (ii) prior to the Expiration
Date, the Exchange Agent must have received from the Eligible Institution a
properly completed and duly executed Notice of Guaranteed Delivery (by facsimile
transmission, mail or hand delivery) setting forth the name and address of the
Holder of the Outstanding Notes, the certificate number or numbers of such
Outstanding Notes and the stated amount at maturity of Outstanding Notes
tendered, stating that the tender is being made thereby and guaranteeing that
within three New York Stock Exchange trading days after the Expiration Date,
this Letter of Transmittal (or copy thereof) (or electronic instructions
containing the character by which the participant acknowledges its receipt of
and agrees to be bound by this letter of transmittal) together with the
certificate(s) representing the Outstanding Notes (or a confirmation of
electronic mail delivery of book-entry into the Exchange Agent's account at DTC)
and any of the required documents will be deposited by the Eligible Institution
with the Exchange Agent; and (iii) such properly completed and executed Letter
of Transmittal (or copy thereof) (or electronic instructions containing the
character by which the participant acknowledges its receipt of and agrees to be
bound by this letter of transmittal), as well as all other documents required by
this Letter of Transmittal, and the certificate(s) representing all tendered
Outstanding Notes in proper form for transfer (or a confirmation of electronic
mail delivery book-entry delivery into the Exchange Agent's account at DTC),
must be received by the Exchange Agent within three New York Stock Exchange
trading days after the Expiration Date. Any Holder of Outstanding Notes who
wishes to tender this Outstanding Notes pursuant to the guaranteed delivery
procedures described above must ensure that the Exchange Agent receives the
Notice of Guaranteed Delivery prior to 5:00 P.M., New York City time, on the
Expiration Date.
All questions as to the validity, form, eligibility (including time of
receipt), acceptance and withdrawal of tendered Outstanding Notes will be
determined by Group Telecom in its sole discretion, which determination will be
final and binding. Group Telecom reserves the absolute right to reject any and
all Outstanding Notes not properly tendered or any Outstanding Notes Group
Telecom's acceptance of which would, in the opinion of counsel for Group
Telecom, be unlawful. Group Telecom also reserves the absolute right to waive
any defects, irregularities or conditions of tender as to particular Outstanding
Notes. Group Telecom's interpretation of the terms and conditions of the
Exchange Offer (including the instructions in this Letter of Transmittal) will
be final and binding on all
8
<PAGE> 9
parties. Unless waived, any defects or irregularities in connections with
tenders of Outstanding Notes must be cured within such time as Group Telecom
shall determined. Although Group Telecom intends to notify Holders of defects or
irregulations with respect to tenders of Outstanding Notes, neither Group
Telecom, the Exchange Agent nor any other person shall be under any duty to give
notification of defects or irregularities with respect to tenders of Outstanding
Notes, nor shall any of them incur any liability for failure to give such
notification. Tenders of Outstanding Notes will not be deemed to have been made
until such defects or irregularities have not been cured or waived will be
returned without cost by the Exchange Agent to the tendering Holders of
Outstanding Notes, unless otherwise provided in this Letter of Transmittal, as
soon as practicable following the Expiration Date.
2. PARTIAL TENDERS; WITHDRAWALS. If less than all Outstanding Notes are
tendered, the tendering Holder should fill in the number of Outstanding Notes
tendered in the third column of the chart entitle "Description of Outstanding
Notes." All Outstanding Notes delivered to the Exchange Agent will be deemed to
have any tendered unless otherwise indicated. If not all Outstanding Notes are
tendered, Outstanding Notes for the aggregate stated amount at maturity of
Outstanding Notes delivered to the Exchange Agent will be deemed to have been
tendered unless otherwise indicated. If not all Outstanding Notes are tendered,
a certificate or certificates representing Exchange Notes issued in exchange of
any Outstanding Notes tendered and accepted will be sent to the Holder at his or
her registered address, unless a different address is provided in the
appropriate box in this Letter of Transmittal or unless tender is made through
DTC, promptly after the Outstanding Notes are accepted for exchange.
3. SIGNATURE ON THE LETTER OF TRANSMITTAL; BOND POWER AND ENDORSEMENTS;
GUARANTEE OF SIGNATURES. If this Letter of Transmittal (or copy hereof) is
signed by the registered Holder(s) of the Outstanding Notes tendered hereby, the
signature must correspond with the name(s) as written on the face of the
Outstanding Notes without alteration, enlargement or any change whatsoever.
If this Letter of Transmittal (or copy hereof) is signed by the registered
Holder(s) of Outstanding Notes tendered and the certificate(s) for Exchange
Notes issued in exchange therefor is to be issued (or any untendered number of
Outstanding Notes is to be reissued) to the registered Holder, such Holder need
not and should not endorse any tendered Outstanding Note, nor provide a separate
bond power. In any other case, such holder must either properly endorse the
Outstanding Notes tendered or transmit a properly completed separate bond power
with this Letter of Transmittal, with the signature on the endorsement or bond
power guaranteed by an Eligible Institution.
If this Letter of Transmittal (or copy hereof) if signed by a person other
than the registered Holder(s) of Outstanding Notes listed therein, such
Outstanding Notes must be endorsed or accompanied by properly completed bond
powers which authorized such person to tender the Outstanding Notes on behalf of
the registered Holder, in either case signed as the name of the registered
Holder or Holders appears on the Outstanding Notes.
If this Letter of Transmittal (or copy hereof) or any Outstanding Notes or
bond powers are signed by trustees, executors, administrators, guardians,
attorneys-in-fact, or officers of corporations or others acting in a fiduciary
or representative capacity, such person should so indicate when signing and
unless waived by Group Telecom, evidence satisfactory to Group Telecom of their
authority to so act must be submitted with this Letter of Transmittal.
Endorsements on Outstanding Notes or signatures on bond powers required by
this Instruction 3 must be guaranteed by an Eligible Institution.
Signatures on this Letter of Transmittal (or copy hereof) or a notice of
withdrawal, as the case may be, must be guaranteed by a member firm of a
registered national securities exchange or of the National Association of
Securities Dealers, Inc., a commercial bank or trust company having an office or
correspondent in the Unites States or an "eligible guarantor institution" within
the meaning of Rule 17Ad-15 under the Exchange Act (an "Eligible Institution")
unless the Outstanding Notes tendered pursuant thereto are tendered (i) by a
registered Holder (including any participant in DTC
9
<PAGE> 10
whose name appears on a security position listing as the owner of Outstanding
Notes) who has not completed the box set forth herein entitled "Special Issuance
Instructions" or "Special Delivery Instructions" of this Letter of Transmittal
or (ii) for the account of an Eligible Institution.
4. SPECIAL ISSUANCE AND DELIVERY INSTRUCTIONS. Tendering Holders should
include, in the applicable spaces, the name and address to which Exchange Notes
or substitute Outstanding Notes for stated amount at maturity not tendered or
not accepted for exchange are to be sent, if different from the name and address
of the person signing this Letter of Transmittal (or in the case of tender of
the Outstanding Notes through DTC, if different from the account maintained at
DTC indicated above). In the case of issuance in a different name, the taxpayer
identification or social security number of the person named must also be
indicated.
5. TRANSFER TAXES. Group Telecom shall pay all transfer taxes, if any,
applicable to the exchange of Outstanding Notes pursuant to the Exchange Offer.
If, however, certificates representing Exchange Notes, or Outstanding Notes for
stated amounts at maturity not tendered or accepted for exchange, are to be
delivered to, or are to be issued in the name of, any person other than the
registered Holder of the Outstanding Notes tendered hereby, or if a transfer tax
is imposed for any reason other than the exchange of Outstanding Notes pursuant
to the Exchange Offer, then the amount of any such transfer taxes (whether
imposed on the registered Holder or any other person) will be payable by the
tendering Holder. If satisfactory evidence of payment of such taxes or exemption
therefrom is not submitted herewith, the amount of such transfer taxes will be
billed directly to such tendering Holder.
Except as provided in this Instruction 5, it will not be necessary for
transfer tax stamps to be affixed to the Outstanding Notes listed in this Letter
of Transmittal.
6. WAIVER OF CONDITIONS. Group Telecom reserves the absolute right to amend,
waive or modify, in whole or in part, any of the conditions to the Exchange
Offer set forth in the Prospectus.
7. MUTILATED, LOST, STOLEN OR DESTROYED NOTES. Any Holder whose Outstanding
Notes have been mutilated, lost, stolen or destroyed should contact the Exchange
Agent at the address indicated above for further instructions.
8. REQUESTS FOR ASSISTANCE OR ADDITIONAL COPIES. Questions relating to the
procedure for tendering, as well as requests for additional copies of the
Prospectus and this Letter of Transmittal, may be directed to the Exchange Agent
at the address and telephone number set forth above. In addition, all questions
relating to the Exchange Offer, as well as requests for assistance or additional
copies of the Prospectus and this Letter of Transmittal, may be directed to the
Exchange Agent at the address specified in the Prospectus.
9. IRREGULARITIES. All questions as to the validity, form, eligibility
(including time of receipt), and acceptance of Letters of Transmittal or
Outstanding Notes will be resolved by Group Telecom, whose determination will be
final and binding. Group Telecom reserves the absolute right to reject any or
all Letters of Transmittal or tenders that are not in proper form or the
acceptance of which would, in the opinion of Group Telecoms' counsel, be
unlawful. Group Telecom also reserves the right to waive any irregularities or
conditions of tender as to the particular Outstanding Notes covered by any
Letter of Transmittal or tendered pursuant to such Letter of Transmittal. None
of Group Telecom, the Exchange Agent or any other person will be under any duty
to give notification of any defects or irregularities in tenders or incur any
liability for failure to give any such notification. Group Telecoms'
interpretation of the terms and conditions of the Exchange Offer shall be final
and binding.
10. NO CONDITIONAL TENDERS. No alternative, conditional, irregular or contingent
tenders will be accepted. All tendering holders of Outstanding Notes, by
execution of this Letter of Transmittal, shall waive any right to receive notice
of the acceptance of their Outstanding Notes for exchange.
11. DEFINITIONS. Capitalized terms used in this Letter of Transmittal and not
otherwise defined have the meanings given in the Prospectus.
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<PAGE> 11
IMPORTANT: THIS LETTER OF TRANSMITTAL OR A FACSIMILE THEREOF (TOGETHER
WITH CERTIFICATES FOR OUTSTANDING NOTES AND ALL OTHER REQUIRED DOCUMENTS) OR A
NOTICE OF GUARANTEED DELIVERY MUST BE RECEIVED BY THE EXCHANGE AGENT ON OR PRIOR
TO THE EXPIRATION DATE.
11
<PAGE> 12
IMPORTANT TAX INFORMATION
The Holder is required to give the Exchange Agent the social security
number or employer identification number of the Holder of the Notes. If the
Notes are in more than one name or are not in the name of the actual owner,
consult the enclosed Guidelines for Certification of Taxpayer Identification
Number on Substitute Form W-9 for additional guidance on which number to report.
TO BE COMPLETED BY ALL TENDERING HOLDERS
PAYORS NAME: GT GROUP TELECOM INC.
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Please fill out your name and address below:
Name:
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Address (Number and street):
SUBSTITUTE
FORM W-9 ------------------------------------------------
DEPARTMENT OF THE TREASURY --------------------------------------------------------------------------
INTERNAL REVENUE SERVICE
City, State and Zip Code:
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PAYER'S REQUEST FOR TAXPAYER PART 1 -- PLEASE PROVIDE YOUR TIN -----------------------------------
IDENTIFICATION NUMBER (TIN) IN THE BOX AT RIGHT AND CERTIFY BY Social Security Number
SIGNING AND DATING BELOW OR
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Employer Identification Number
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<S> <C> <C>
PART 2 -- CERTIFICATION -- UNDER PENALTIES OF PART 3 --
PERJURY, I CERTIFY THAT: (1) The number shown on
this form is my correct Taxpayer Identification
Number (or I am waiting for a number to be issued Awaiting TIN [
to me) and (2) I am not subject to backup ]
withholding either because (a) I am exempt from
backup withholding; or (b) I have not been notified
by the Internal Revenue Service (the "IRS") that I Exempt [
am subject to backup withholding as a result of ]
failure to report all interest and dividends, or
(c) the IRS has notified me that I am no longer
subject to backup withholding.
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CERTIFICATION INSTRUCTIONS -- You must cross out item (2) above if you have been notified by the IRS that
you are subject to backup withholding because of under-reporting interest or dividends on your tax return.
However, if after being notified by the IRS that you were subject to backup withholding you received another
notification from the IRS stating that you are no longer subject to backup withholding, do not cross out
item (2). If you are exempt from backup withholding, check the applicable box in Part 3.
SIGNATURE
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NAME (Please Print)
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ADDRESS (Number and street)
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City, State and Zip Code
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NOTE: FAILURE TO COMPLETE AND RETURN THIS FORM MAY RESULT IN BACKUP WITHHOLDING
OF 31 PERCENT OF ANY PAYMENTS MADE TO YOU UNDER THE NOTES. PLEASE REVIEW
THE ENCLOSED GUIDELINES FOR CERTIFICATION OF TAXPAYER IDENTIFICATION
NUMBER ON SUBSTITUTE FORM W-9 FOR ADDITIONAL DETAILS.
<PAGE> 13
YOU MUST COMPLETE THE FOLLOWING CERTIFICATE IF YOU CHECKED THE APPLICABLE BOX IN
PART 3 OF SUBSTITUTE FORM W-9.
CERTIFICATE OF AWAITING TAXPAYER IDENTIFICATION NUMBER
I certify under penalties of perjury that a taxpayer identification number
has not been issued to me, and either (a) I have mailed or delivered an
application to receive a taxpayer identification number to the appropriate
Internal Revenue Service Center or Social Security Administration Office or (b)
I intend to mail or deliver an application in the near future. I understand that
if I do not provide a taxpayer identification number to the payor by the time of
payment, 31% of all reportable payments made to me will be withheld until I
provide a number and that, if I do not provide my taxpayer identification number
within 60 days, such retained amounts shall be remitted to the IRS as backup
withholding.
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<S> <C>
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Signature Date
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IMPORTANT: THIS LETTER OF TRANSMITTAL (TOGETHER WITH CERTIFICATES FOR
OUTSTANDING NOTES AND ALL OTHER REQUIRED DOCUMENTS) OR A NOTICE OF GUARANTEED
DELIVERY MUST BE RECEIVED BY THE EXCHANGE AGENT ON OR PRIOR TO 5:00 P.M., NEW
YORK CITY TIME ON THE EXPIRATION DATE.
(DO NOT WRITE IN SPACE BELOW)
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<CAPTION>
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CERTIFICATE SURRENDERED OUTSTANDING NOTES TENDERED OUTSTANDING NOTES ACCEPTED
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<S> <C> <C>
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Delivery Prepared by Checked by Date
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