2. DETAILS OF THE DISPOSAL
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The total consideration for the disposal of 60,024,010 Offer Shares by TM is RM252,100,842 based on the cash offer price of RM4.20 per Offer Share. Based on the Offer Document, the cash offer price of RM4.20 represents a premium of RM0.40 or 10.53% to the last traded market price of MEASAT Shares on 27 July 2010, being the last full trading day for MEASAT Shares before the date of the notice of the Offer.
2.1 Basis of arriving at the disposal consideration
2.2 Terms of payment
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The disposal consideration of RM252,100,842 will be settled by the Offeror in full in accordance with the terms of the Offer and will be effected vide remittance in the form of cheque, banker’s draft or cashier’s order which will be despatched by ordinary mail in the following manner:
(a) where the acceptance is received by the Offeror prior to the date on which the Offer becomes or is declared unconditional as to acceptances (“Unconditional Date”), the Offeror will post the remittance within twenty one (21) days from the Unconditional Date; or
(b) where the acceptance is received by the Offeror after the Unconditional Date, the Offeror will post the remittance within twenty one (21) days from the date of receipt of acceptance,
provided that in either case, the acceptance is deemed by the Offeror to be complete and valid in all respects in accordance with terms and conditions as set out in the Offer Document.
2.3 Utilisation of proceeds
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The gross proceeds to be received from the Disposal of RM252,100,842 will be used for the working capital requirement of the TM Group.
3. INFORMATION ON MEASAT (Based on the Offer Document)
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MEASAT was incorporated under the name of Malayan Tobacco Company Limited on 28 September 1956 under Section 15(1) of the Companies Ordinances, 1940 to 1946 with primary operations focused on the manufacture, importation and sale of tobacco products. On 17 March 1977, it assumed the name Malaysian Tobacco Company Berhad (“MTC”).
MTC was converted into a public company in February 1962 and was listed on the Kuala Lumpur Stock Exchange (now known as the Main Market of Bursa Malaysia Securities Berhad) (“Bursa Securities”) on 1 July 1978.
MTC disposed of its entire tobacco manufacturing business and its marketing and distribution operations on 2 November 1999. On 8 May 2002, following a reverse take-over exercise, MTC became an investment holding company upon the completion of the acquisition of MEASAT Satellite Systems Sdn Bhd (then known as Binariang Satellite Systems Sdn Bhd). Subsequently, on 23 July 2003, MTC changed its name to MEASAT Global Berhad to reflect the core business of MEASAT Group as the owner of Malaysia’s sole licensed regional satellite system.
The principal activity of MEASAT is investment holding, whilst the principal activities of MEASAT Group include the operation of a regional satellite network and investment holding.
As at 11 August 2010, MEASAT’s authorised share capital is RM313,950,000.00 comprising 402,500,000 ordinary shares of RM0.78 each, while its issued and paid-up share capital is RM304,147,860.90 comprising 389,933,155 ordinary shares of RM0.78 each.
4. INFORMATION ON MGNS (Based on the Offer Document)
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The Offeror was incorporated in Malaysia under the Companies Act, 1965 on 12 May 1992 as a private limited company under its present name. MGNS’ principal activity is investment holding.
MGNS is a wholly-owned subsidiary of Media Nusantara Sdn Bhd, which in turn is a wholly-owned subsidiary of MAI Holdings Sdn Bhd.
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As at 11 August 2010, the authorised share capital of MGNS is RM25,000 comprising 25,000 ordinary shares of RM1.00 each in MGNS (“MGNS Shares”), of which two (2) MGNS Shares are issued and fully paid-up.
5. INFORMATION ON TM
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TM, a public listed company duly incorporated in Malaysia, has an authorised share capital of RM5,040,003,021 divided into 5,000,000,000 ordinary shares of RM1.00 each, 1 Special Rights Redeemable Preference Share of RM1.00, 1,000 Class A Redeemable Preference Shares (“RPS”) of RM0.01 each, 1,000 Class B RPS of RM0.01 each, 2,000 Class C Non-Convertible Redeemable Preference Shares (“NCRPS”) of RM1.00 each, 1,000 Class D NCRPS of RM1.00 each and 4,000,000,000 Class E RPS of RM0.01 each. The issued and paid up share capital of the Company is RM3,577,404,906 divided into 3,577,401,980 ordinary shares of RM1.00 each, 1 Special Rights Redeemable Preference Share of RM1.00, 2,000 Class C NCRPS of RM1.00 each and 925 Class D NCRPS of RM1.00 each.
The principal activity of TM is the establishment, maintenance and provision of telecommunication and related services under the licence issued by the Ministry of Energy, Water and Communications (now known as Ministry of Information, Communication and Culture).
6. RATIONALE FOR THE DISPOSAL
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The Disposal provides an opportunity for TM to monetise its investment and would contribute positively to the earnings of the TM Group for the financial year ending 31 December 2010.
7. FINANCIAL EFFECTS OF THE DISPOSAL
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The Disposal does not have any effect on the issued and paid-up share capital of TM.
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The Disposal is expected to contribute positively to the earnings and net assets of the TM Group for the financial year ending 31 December 2010.
7.1 Share Capital
7.2 Earnings and Net Assets
8. APPROVALS REQUIRED The Disposal is not subject to the approval of any authorities or the shareholders of TM. 9. DIRECTORS’ AND MAJOR SHAREHOLDERS’ INTERESTS
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None of the Directors and major shareholders of the Company as well as persons connected with them have any interest, direct and/ or indirect, in the Disposal.
10. DIRECTORS’ STATEMENT
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The Board of TM after having considered the rationale of the Disposal is of the opinion that the Disposal is in the best interest of the Company.
11. DEPARTURE FROM THE SECURITIES COMMISSION’S EQUITY GUIDELINES
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The Board of TM is not aware of any departure from the Securities Commission’s Equity Guidelines in respect of the Disposal.
This announcement is dated 6 September 2010.
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