Contents :
INTRODUCTION
We are pleased to announce that Telekom Malaysia Berhad ("TM"), has on 11 August 2000, entered into an Agreement ("Agreement") with the Government of the Republic of Ghana ("GoG") to acquire an additional 15% equity interest in Ghana Telecommunications Company Limited ("GT") for a total cash consideration of USD100,000,000 ("Proposed Acquisition") based on the terms and conditions of the Agreement.
The new shareholdings structure of GT upon the completion of the Proposed Acquisition exercise shall be as follows : -
Shareholders
|
% Shareholding
|
TM's equity interest (%)
|
|
|
Direct
|
Indirect
|
TM
|
15.00
|
15.00
|
|
G-Com
|
30.00
|
|
25.50
|
GoG
|
55.00
|
|
|
Total
|
100.00
|
15.00
|
25.50
|
INFORMATION ON GHANA TELECOMMUNICATIONS COMPANY LIMITED ("GT") GT was incorporated in the Republic of Ghana on 16 June 1995 as a successor to the telecommunications division of Ghana Posts and Telecommunications Corporation and was officially privatised on 20 February 1997 through the sale of 30% equity interest to G-Com Limited ("G-Com").
GT’s present paid-up capital is 50,000,000 cedis comprising of 50,000,000 ordinary shares of 1.00 cedis each with 70% of its equity held by GoG through the Ministry of Finance and the balance of 30% held by G-Com. G-Com is 85% owned by Telekom Malaysia International Sdn Bhd ("TMI"), a wholly-owned subsidiary of TM whilst three (3) Ghanaian companies, Giant International Ghana Limited, Network Computer Systems and Sulana Electrical Engineering Works Limited respectively owned the balance of 15% equity interest.
GT is currently the leading provider of telecommunications services in the Republic of Ghana. Besides operating as local and international carrier, GT also publishes telephone directories and sells/ rents telecommunication equipment to customers. It accounts for over 73% of telephone lines in the Republic of Ghana. GT will soon launch its cellular phone service and is also installing payphones throughout the country.
RATIONALE OF THE PROPOSED ACQUISITION The Proposed Acquisition will enable TM to tap the opportunities in the Republic of Ghana’s growing telecommunication sector in line with TM’s strategic move to capitalise and strengthen its earnings base from its overseas investments.
APPROVALS REQUIRED The completion of the Proposed Acquisition is subject to and conditional upon, inter alia, the approvals from Bank Negara Malaysia and other relevant authorities in Malaysia and the Republic of Ghana.
BASIS FOR DETERMINING THE PURCHASE CONSIDERATION FOR THE SALE SHARES
The purchase consideration of USD 100,000,000 was arrived at on a "willing-buyer willing seller" basis and it will be funded via a combination of internally generated fund and borrowings.
FINANCIAL IMPACT
The Proposed Acquisition is not expected to have any immediate or material impact on the consolidated earnings of TM for the current financial year ending 31 December 2000 and the consolidated net tangible assets of TM. The Proposed Acquisition is expected to contribute positively to the future earnings and cashflow of the TM Group.
DIRECTORS AND SUBSTANTIAL SHAREHOLDERS' INTEREST
In so far as the Directors of TM are aware, none of the Directors nor the substantial shareholders of TM has any interest, whether direct or indirect, in the above said transaction.