Contents :

1. INTRODUCTION

• On behalf of the Board of Directors of TM (“Board”), Commerce International Merchant Bankers Berhad ("CIMB") is pleased to announce that TESB, a wholly-owned subsidiary of TM, has on 29 April 2002 purchased from Danaharta 260,870,500 ordinary shares of RM1.00 each in TRI (“TRI Shares”) at RM2.75 per share.

2. DETAILS OF THE ACQUISITION

• The Acquisition involves the purchase by TESB of a total of 260,870,500 TRI Shares (“Sale Shares”) for a total cash consideration of RM717,393,875.
  
  As a result of the Acquisition, TESB will emerge as a substantial shareholder of TRI with an equity interest of approximately 13.2% in the enlarged share capital of TRI. Together with the existing TRI Shares held by TM and/or its subsidiaries (“TM Group”), TM will have direct and indirect interests of approximately 15.6% in the enlarged share capital of TRI.
  
  The purchase consideration for the Sale Shares was arrived at on a willing buyer-willing seller basis after taking into consideration the volume weighted average price of TRI Shares on 26 April 2002 of RM2.47 per share.
  
  The Acquisition will be financed by internally-generated funds and/or borrowings. No liabilities will be assumed by TESB pursuant to the Acquisition.
  
  

3. INFORMATION ON TRI

• The following is an extract of the Abridged Prospectus of TRI dated 11 March 2002 (“Abridged Prospectus”):
  
  “TRI was incorporated in Malaysia on 1 December 1966 as a private limited company under the name of Roxy Electric Industrial (Malaya) Sendirian Berhad. The Company was converted to a public company and changed its name to Roxy Electric Industries (Malaysia) Berhad on 9 September 1969. It assumed its present name on 12 February 1991. TRI was officially listed on the then Stock Exchange of Malaysia and Singapore on 15 March 1971. The Company was subsequently delisted from the Official List of the Stock Exchange of Singapore Limited on 31 December 1989 in compliance with the Malaysian Government’s policy as announced by the Minister of Finance on 27 October 1989, and pursuant to Section 101A of the then listing requirements of the KLSE.
  
  TRI is principally involved in investment holding and the provision of management services. Historically, TRI has operated as a conglomerate with business interests in banking, manufacturing, transportation services and property development.
  
  In 1990 and 1991, TRI acquired approximately 52% equity interest in Malaysia Helicopter Services Berhad (“MHS”) (now known as Naluri Berhad), a company principally engaged in the provision of aviation services. In 1996 and 1997, TRI acquired 100.0% of the equity interest of Celcom. TRI subsequently completed the divestment of its interest in MHS on 28 September 1994 following its strategic decision to focus on the telecommunications industry in conjunction with the acquisition of Celcom.”
  
  Table 1 sets out a summary of the consolidated financial results of TRI for the three (3) financial years ended 31 December 2001.
  
  The prospects and investment considerations associated with the Acquisition can be found in the Abridged Prospectus which is available on the website of the Kuala Lumpur Stock Exchange.

4. INFORMATION ON DANAHARTA

• 
  Danaharta is a public company incorporated in Malaysia under the Companies Act, 1965.
  
  Danaharta is principally involved in the business of acquiring and managing non-performing loans from financial institutions while the principal activities of its subsidiaries include asset management and investment holding.
  
  Danaharta is a wholly-owned company of the Minister of Finance Incorporated.
  
  (Source : Pengurusan Danaharta Nasional Berhad Annual Report 2000)

5. RATIONALE FOR THE ACQUISITION

• The Acquisition provides TM with an opportunity to increase its exposure to the cellular industry by acquiring a substantial stake in a leading cellular communications company in Malaysia.
  
  

6. EFFECTS OF THE ACQUISITION

• 6.1 Issued and paid-up share capital
  • • The Acquisition will not have any effect on the issued and paid-up share capital of TM as the purchase consideration will be satisfied by cash.
  
  6.2 Earnings
  • • The Acquisition will not have any material effect on the net earnings per share of the TM Group.
      
  6.3 Net Tangible Assets (“NTA”)
  • • The Acquisition will not have any effect on the NTA of the TM Group as the purchase consideration will be satisfied by cash.
  • • The Acquisition will not have any effect on the substantial shareholders of TM.
      
  6.4 Substantial shareholders

7. APPROVALS REQUIRED

• The completion of the Acquisition is not subject to any approvals.

8. DIRECTORS’ AND SUBSTANTIAL SHAREHOLDERS’ INTERESTS

• Save as disclosed below, and insofar as TM is able to ascertain, none of the Directors and substantial shareholders of TM or any persons connected to the Directors and/or substantial shareholders has any interest, direct or indirect, in the Acquisition:
  
  (i) The Minister of Finance Incorporated (“MOF”), a substantial shareholder of TM holding 20.67% of the issued and paid-up share capital of TM as at 31 March 2002 is also a substantial shareholder of Danaharta by virtue of its 100% equity interest in Danaharta; and
  
  (ii) The Employee Provident Fund (“EPF”), a substantial shareholder of TM holding 11.37% of the issued and paid-up share capital of TM as at 31 March 2002 is also a substantial shareholder of TRI by virtue of its 14.19% interest in TRI as at 11 March 2002.
  

9. DIRECTORS’ STATEMENT

The Board is of the opinion that the Acquisition is in the best interest of TM.

Announcement Info

To view the table/image, please refer to the attachment.

Attachments

1. TELEKOM_(MM-020428-56284).pdf (Size: 72,297 bytes)