Telekom Malaysia Berhad ("TM" Or "Company") Proposed Acquisition By TM International Sdn Bhd ("TM International"), A Wholly-Owned Subsidiary Of Tm, Of The Entire Equity Interest Of Distacom Communications (India) Limited ("DCIL"), Which Has A 49% Equity Interest In Spice Communications Private Limited ("Spice"), For A Cash Consideration Of United States Of America Dollar ("USD") 178.8 Million ("Proposed Acquisition")

10 March 2006

Type

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

PROPOSED ACQUISITION BY TM INTERNATIONAL SDN BHD ("TM INTERNATIONAL"), A WHOLLY-OWNED SUBSIDIARY OF TM, OF THE ENTIRE EQUITY INTEREST OF DISTACOM COMMUNICATIONS (INDIA) LIMITED ("DCIL"), WHICH HAS A 49% EQUITY INTEREST IN SPICE COMMUNICATIONS PRIVATE LIMITED ("SPICE"), FOR A CASH CONSIDERATION OF UNITED STATES OF AMERICA DOLLAR ("USD") 178.8 MILLION ("PROPOSED ACQUISITION")

Contents :

1. INTRODUCTION

    • On behalf of TM, we wish to announce that on 10 March 2006, TM International, a wholly-owned subsidiary of TM, entered into a Share Sale and Purchase Agreement ("SPA") to acquire the entire issued and paid-up share capital of DCIL, for a cash consideration of USD178.8 million (approximately RM666.9 million based on exchange rate of USD1.00 : RM3.73 on 9 March 2006).

      TM has, on the same date, entered into a Shareholders' Agreement with the other shareholders of Spice in recognition of TM International's role as the new strategic investor in Spice.


2. DETAILS OF THE PROPOSED ACQUISITION
        • in DCIL (collectively, the "Sale Shares"), representing the entire issued and paid-up share capital of DCIL, for a total cash consideration of USD178.8 million.
    • 2.1 Under the SPA with Distacom India Holdings Limited ("DIHL"), DAI (Mauritius) Company Limited ("DAI"), Deutsche Bank AG (acting through its Hong Kong branch) ("DB"), Ashmore Cayman SPC Limited ("Ashmore") and the Ashmore Funds, namely Ashmore Global Special Situations Fund Limited, Ashmore Global Special Situations Fund 2 Limited, Asset Holder PCC No. 2 Limited Re Ashmore Asian Recovery Fund, EMDCD Ltd, Asset Holder PCC Limited Re Ashmore Emerging Markets Liquid Investment Portfolio and Ashmore Emerging Markets Debt Fund, TM International has agreed to acquire:

      (i) 62,939,747 ordinary shares of USD1.00 each; and

      (ii) 11,107,014 "A" ordinary shares of USD0.88 each,
[For full details of the announcements, please refer to the attachment]
This announcement is dated 10 March 2006.


Announcement Info

Company Name TELEKOM MALAYSIA BERHAD
Stock Name TM
Date Announced 10 Mar 2006
Category General Announcement
Reference No MM-060310-58389

Attachments

  1. MM-060310-58389.pdf (Size: 132,796 bytes)