Proposed Internal Reorganisation Involving The Transfer By TM And Its Selected Wholly-Owned Subsidiaries Of Their Telecommunications Businesses In Malaysia To The Wholly-Owned Subsidiary Of TM, TM Technology Services Sdn Bhd (FORMERLY KNOWN AS WEBE DIGITAL SDN BHD), By Way of A Scheme Of Arrangement And Amalgamation Pursuant To The Companies Act 2016 ("PROPOSED INTERNAL REORGANISATION")

01 March 2023

Type Announcement
Subject OTHERS
Description

TELEKOM MALAYSIA BERHAD ("TM" OR "COMPANY")

PROPOSED INTERNAL REORGANISATION INVOLVING THE TRANSFER BY TM AND ITS SELECTED WHOLLY-OWNED SUBSIDIARIES OF THEIR TELECOMMUNICATIONS BUSINESSES IN MALAYSIA TO THE WHOLLY-OWNED SUBSIDIARY OF TM, TM TECHNOLOGY SERVICES SDN BHD (FORMERLY KNOWN AS WEBE DIGITAL SDN BHD), BY WAY OF A SCHEME OF ARRANGEMENT AND AMALGAMATION PURSUANT TO THE COMPANIES ACT 2016 ("PROPOSED INTERNAL REORGANISATION")

Reference is made to the Company’s announcements dated 14 December 2022, 21 February 2023 and 24 February 2023 in relation to the Proposed Internal Reorganisation (“Announcements”). Unless otherwise defined, the definitions used in this announcement shall have the same meaning as previously defined in the Announcements.

On behalf of TM, CIMB Investment Bank Berhad wishes to announce that the following matters have taken place today:

(a) the transfer and vesting of the Identified Assets and Liabilities from the Transferors to the Transferee;

(b) the handing over to the Transferee of the Identified Assets and all other documents and materials relating to the Identified Assets and Liabilities, in possession of the Transferors; and

(c)the issuance and allotment of 4,993,959,454 Consideration Shares by the Transferee to the Company, at an issue price of RM1.00 each, credited as fully paid up.

The Company had on 1 March 2023, undertaken a novation exercise and novated to the Transferee, all of its rights and obligations under the following:

(i) the Islamic Medium Term Notes (“IMTN”) Programme established in 2013 by the Company with a limit of up to RM3.0 billion in nominal value and the outstanding IMTN issued under this IMTN Programme;

(ii) the outstanding Sukuk issued under the U.S. $750,000,000 Multicurrency Sukuk Issuance Programme established in 2015 by the Company; and

(iii) the IMTN Programme and an Islamic Commercial Papers Programme established in 2018 by the Company, which have a combined limit of RM4.0 billion in nominal value and the outstanding IMTN issued under this IMTN Programme,

collectively known as “Sukuks”.

Pursuant thereto, the Company and the Transferee had agreed that the total number of 8,852,381,808 Consideration Shares to be issued by the Transferee to the Company on 1 March 2023 in accordance with the Merger Agreement, shall be reduced by 3,858,422,354 Consideration Shares, at an issue price of RM1.00 each, which is equivalent to the book value of the Sukuks as at 28 February 2023, being RM3,858,422,354.

This announcement is dated 1 March 2023.


Announcement Info

Company Name TELEKOM MALAYSIA BERHAD
Stock Name TM
Date Announced 01 Mar 2023
Category General Announcement for PLC
Reference Number GA1-01032023-00048