Proposed Disposal Of 100% Equity Interest In TM Cellular Sdn Bhd (TM Cellular) To Celcom (Malaysia) Berhad ("Celcom") For A Total Consideration Of RM1,684 Million To Be Satisfied By The Issuance Of 635,471,698 New Ordinary Shares Of RM1.00 Each In Celcom At RM2.65 Per Share ("Proposed Disposal") Mandatory General Offer By TM, Telekom Enterprise Sdn Bhd ("TESB") And The Persons Acting In Concert ("PAC") With Them For The Remaining Ordinary Shares Of RM1.00 Each In Celcom Not Held By TM, TESB And the PAC With Them After The Proposed Disposal At RM2.75 Per Share

28 October 2002

Type

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

PROPOSED DISPOSAL OF 100% EQUITY INTEREST IN TM CELLULAR SDN BHD
(“TM CELLULAR”) TO CELCOM (MALAYSIA) BERHAD (“CELCOM”) FOR A TOTAL
CONSIDERATION OF RM1,684 MILLION TO BE SATISFIED BY THE ISSUANCE OF
635,471,698 NEW ORDINARY SHARES OF RM1.00 EACH IN CELCOM AT RM2.65
PER SHARE ("PROPOSED DISPOSAL")

MANDATORY GENERAL OFFER BY TM, TELEKOM ENTERPRISE SDN BHD (“TESB”) AND THE PERSONS ACTING IN CONCERT (“PAC”) WITH THEM FOR THE REMAINING ORDINARY SHARES OF RM1.00 EACH IN CELCOM NOT HELD BY TM, TESB AND THE PAC WITH THEM AFTER THE PROPOSED DISPOSAL AT RM2.75 PER SHARE (“MGO”)

Contents :

1. INTRODUCTION


    • On 29 April 2002, Commerce International Merchant Bankers Berhad (“CIMB”) announced on behalf of TM the acquisition by TESB of 260,870,500 Technology Resources Industries Berhad (“TRI”) shares representing 13.2% of the issued and paid-up share capital of TRI at RM2.75 per share. On 10 October 2002, Celcom assumed the listing status of TRI upon the completion of the capital repayment by TRI of Celcom shares to TRI shareholders.

      On behalf of the Board of Directors of TM (“Board”), CIMB is pleased to announce that TM has today entered into a conditional sale and purchase agreement (“SPA”) for the disposal of 100% of the equity interest of TM Cellular Sdn Bhd (“TM Cellular”) to Celcom for a total purchase consideration of RM1,684 million to be satisfied by the issue of 635,471,698 new Celcom ordinary shares of RM1.00 each at RM2.65 per share.



2. DETAILS OF THE PROPOSED DISPOSAL


        • The Sale Shares shall be disposed of to Celcom free from all claims, charges, liens, encumbrances and equities whatsoever together with all rights and benefits attaching thereto from the completion date of the SPA.
        • (i) TM covenants and undertakes to cause TM Cellular to complete the transfer of, among others, the assets and operations (including certain employees) relating to NMT 450 system under the ATUR 450 brand name to TM and transfer TM Cellular’s operations in relation to the AMPS/D-AMPS 800 system under the Mobifon 800 brand name to TM or the entities nominated by TM such that TM Cellular no longer manages the operations on behalf of Mobikom Sdn Bhd (“Restructuring of TM Cellular”) on or before 30 June 2003 provided always that neither Celcom nor TM Cellular shall incur any cost or expense in relation to the ongoing operations of ATUR or Mobifon 800.(ii) TM agrees with Celcom that so long as Celcom is a subsidiary of TM (as defined in the Companies Act, 1965 and taking into account the shares held by TM, its subsidiaries and nominees in Celcom), the Celcom group of companies (“Celcom Group”) shall be the TM group of companies’ (“TM Group”) sole and exclusive vehicle or platform for the provision of the TM Group’s 2G and 2.5G Cellular Mobile Services only in Malaysia based on current or enhancement of current technology except wireless local loop (such as, but not limited to, CDMA fixed wireless access services), broadband wireless services (such as, but not limited to, Wi-Fi services using the 802.11 protocol), digital trunk radio, ATUR 450 and the Mobifon 800 Cellular Mobile Services.
    • 2.1 The Proposed Disposal involves the disposal by TM of 100% of the equity interest of TM Cellular comprising 1,565,000,000 ordinary shares of RM1.00 each (“Sale Shares”) to Celcom for a total purchase consideration of RM1,684 million (“Purchase Consideration”). The Purchase Consideration was arrived at on a willing seller-willing buyer basis after taking into consideration the valuation undertaken by the advisers of the Company.
      2.2 The Purchase Consideration shall be satisfied by the issuance to TESB (or such other wholly-owned subsidiary of TM nominated by TM) of 635,471,698 new ordinary shares of RM1.00 each in Celcom at an issue price of RM2.65 per share (“Consideration Shares”). The issue price for the Consideration Shares was arrived at after taking into consideration, amongst others, the weighted average price (“WAP”) of Celcom ordinary shares of RM1.00 each (“Celcom Shares”) for the five (5) days up to 25 October 2002 of RM2.41 per share and the valuation undertaken by the advisers of the Company. The issue price of the Consideration Shares represents a premium of RM0.24 or approximately 10.0% to the WAP of Celcom Shares for the five (5) days up to 25 October 2002.

      The Consideration Shares shall, upon allotment and issue, rank pari passu in all respects with the existing Celcom Shares save and except that they will not be entitled to any dividends, rights, allotments and/or distribution, the entitlement date of which precedes the date of allotment of the Consideration Shares.2.3 The other salient terms of the SPA are as follows:
            • For the purposes of this clause, “Cellular Mobile Services” shall mean a network service where:
            • (a) an end-user can use a network service while moving continuously between places;

              (b) the cellular mobile access device used for or in relation to the supply of the network service is not in physical contact with any part of the network facility by means of which the network service is supplied; and(c) the network service is supplied by use of a network facility that has intercell hand-over functions;
            • but shall not include 3G (Third Generation) or higher technologies digital wireless communications systems.

            • However, if TM were to be awarded the 3G spectrum, subject to availability and the laws (including the Communications and Multimedia Act 1998 and the regulations and guidelines thereunder), conditions of the spectrum assignment and the consents from the relevant authorities and other regulations (including the Kuala Lumpur Stock Exchange (“KLSE”) Listing Requirements):(a) TM undertakes, that so long as Celcom is a subsidiary of TM, to lease sufficient capacity to Celcom on its proposed 3G network based on commercially agreed terms which are no less favourable or similar to the most favourable commercial terms offered to other potential lessees; and(b) Celcom undertakes to grant to TM the first right of refusal to lease such capacity to Celcom. Celcom shall not lease capacity from any other third party unless the price and terms of such capacity offered by the third party are more favourable than that offered by TM. Subject to the foregoing sentence, if TM and Celcom are unable to mutually agree on the terms for the lease of the 3G network capacity, Celcom reserves the right to approach other vendors for the 3G network capacity.

            • Celcom agrees that the obligation of TM under this clause shall have been fulfilled so long as TM or any of its wholly-owned subsidiary shall have undertaken a take-over offer in any form whatsoever under the Code at a price not less than RM2.75 per share.
        • (iii) TM agrees with Celcom that Celcom may provide 3G Cellular Mobile Services to retail customers. For the avoidance of doubt, if TM were to be awarded the 3G spectrum, the 3G spectrum shall remain the sole and exclusive right of TM.(iv) After completion of the SPA, TM and Celcom shall in good faith discuss and agree to a plan for the migration of the customers of the ATUR 450 and Mobifon 800 cellular mobile services to Celcom, as the combined entity. Such a migration plan shall be on mutually acceptable terms and at no cost or expense to TM.(v) TM and Celcom agree to set up a Joint Integration Steering Committee with the objective of overseeing the development of a plan to integrate the operations of Celcom and TM Cellular and to identify and implement areas of collaboration.(vi)In accordance with the provisions of the Securities Commission Act, 1993 and the Malaysian Code on Take-Overs and Mergers, 1998 (“Code”), TM undertakes to cause TESB (or such other wholly-owned subsidiary of TM nominated by TM) to make a mandatory take-over offer for the remaining voting shares in Celcom not held by TESB and PAC with TESB at RM2.75 per share (being the highest price per share paid by the TESB for the shares in Celcom during the six (6) months prior to the date of the SPA) upon the conditions precedent therein being fulfilled or waived and TM further covenants and undertakes that neither TM nor TESB (and such other wholly-owned subsidiary of TM nominated by TM) will seek a waiver from the Securities Commission (“SC”) on its obligation to undertake a mandatory take-over offer under the Code pursuant to this transaction PROVIDED ALWAYS THAT such covenants and undertakings shall have no force and effect in the event that the SPA is lawfully terminated for any reason whatsoever or shall lapse before completion in accordance with the SPA.(vii) Notwithstanding anything contained in the SPA, if prior to or on the Completion Date (being the business day falling 14 days (or such longer time as TM and Celcom may agree in writing) after all conditions precedent are fulfilled) any material claims are made against any of the companies within the Celcom Group or the TM Group (excluding claims initiated against the TM Group by the TM Group’s directors, substantial shareholders or contractual claims initiated against the TM Group by parties with whom companies within the TM Group has contractual relationships with) or litigation or arbitration proceedings of a material nature are commenced against any of the companies within the Celcom Group or the TM Group (excluding claims initiated against the TM Group by the TM Group’s directors, substantial shareholders or contractual claims initiated against the TM Group by parties with whom companies within the TM Group has contractual relationships with), TM shall in its sole discretion be entitled to terminate the SPA by notice in writing to Celcom whereupon the parties shall be released and discharged from their respective obligations and shall have no claims against the other save in respect of any antecedent breach. (viii) Notwithstanding anything contained in the SPA, if any of the events mentioned in (vii) above occurs (whether before or after the Completion Date) and a specified amount of damages has been awarded by a court of law or arbitrator against any of the companies within the Celcom Group or the TM Group (excluding claims initiated against the TM Group by the TM Group’s directors, substantial shareholders or contractual claims initiated against the TM Group by parties with whom companies within the TM Group has contractual relationships with) or based on a settlement reached between the relevant parties, Celcom agrees and undertakes to pay to TM, a sum equivalent to such damages awarded in the form of such number of Celcom Shares (“Adjustment Shares”) as soon as practicable within fourteen (14) days from the date the damages are awarded provided that the number of Adjustment Shares shall not exceed 100,000,000 Celcom Shares subject to adjustments due to any rights issue, bonus issue, special issue, share splits, consolidation, subdivision, conversion of securities, capitalisation of profits or reserves, capital distribution or other adjustment normally applicable.[Please refer to the attachment to view the details]As at 16 October 2002, TM’s cost of investment in TM Cellular is RM2.0 billion. TM’s investments in TM Cellular were made between 19 August 1996 and 29 June 2002. Based on the unaudited net tangible assets ("NTA") of TM Cellular as at 30 June 2002, the Proposed Disposal is expected to result in a gain to the TM Group of approximately RM200.7 million to be set off against reserves.

          The financial results of TM Cellular for the past five (5) years ended 31 December 2001 can be found in Table 1.

          No liabilities will be assumed by TM under the Proposed Disposal.
        • As detailed in section 2.3(vi) above, TM and TESB shall fulfil their obligations under the Code in full without seeking a waiver from the SC on their obligations under the Code.
        • 4.1 TM Cellular
    • 3. MGO IMPLICATIONS PURSUANT TO THE PROPOSED DISPOSAL

      As at 16 October 2002, TESB is the beneficial owner of 578,468,500 Celcom Shares representing 29.16% of the issued and paid-up share capital of Celcom. In addition, TM is the beneficial owner of 41,428,000 Celcom Shares representing 2.09% of the issued and paid-up share capital of Celcom as at 16 October 2002.

      Assuming that the Consideration Shares are issued to TESB, upon completion of the Proposed Disposal, TESB’s equity interest in Celcom will increase to 46.35% whilst the collective interests of TM and TESB in Celcom will increase from 31.25% to 47.93%.

      Accordingly, pursuant to Practice Note 2.1 of the Malaysian Code on Take-overs and Mergers, 1998 (“Code”), TM, TESB and the PAC with them will be obligated to undertake an MGO for the remaining voting shares in Celcom not held by TM, TESB and the PAC with them under Part II of the Code.

      The offer price for the MGO shall be RM2.75 per share being the highest price paid by TM, TESB and the PAC with them during the six (6) months prior to the date of signing of the SPA.


      4. BACKGROUND INFORMATION
            • TM Cellular was incorporated under the Companies Act, 1965 as a private limited company on 15 July 1976 under the name of Jareen Sdn Bhd.

              On 20 April 1993, the company changed its name to MRCB Telecommunication Sdn Bhd (“MRCB”).

              In June 1994, TM Cellular was awarded by the Ministry of Energy, Communications and Multimedia (then known as the Ministry of Energy, Telecommunications and Post), a licence to establish, operate and maintain a GSM 1800 digital cellular system. The company commenced commercial offering of its digital cellular services under the brand name "Emartel" in June 1995.

              The company changed its name to Telekom Cellular Sdn Bhd on 19 September 1996 following the acquisition of the entire issued and paid-up share capital of the company by TM in August 1996. Subsequently, its “Emartel” brand name was replaced by “TMTOUCH” in December 1996.

              In October 2000, TM consolidated the management and maintenance of its three (3) cellular services under TM Cellular. TM Cellular currently manages and maintains three (3) separate systems: GSM 1800, AMPS/DAMPS and NMT 450. However, upon completion of the Proposed Disposal, TM Cellular shall no longer operate the NMT 450 system under the ATUR 450 brand name and the AMPS/D-AMPS800 system under Mobifon 800 brand name for and on behalf of Mobikom Sdn Bhd.

              TM Cellular adopted its present name on 23 August 2001.

              The authorised share capital of TM Cellular as at 15 October 2002 is RM2,000,000,000 comprising 2,000,000,000 ordinary shares of RM1.00 each of which 1,565,000,000 ordinary shares of RM1.00 each have been issued and paid-up.
            • Celcom and its subsidiaries have been granted licences to provide a full range of voice and data communication services including, among others, the following:

              (a) cellular services, including value added services for cellular customers such as call forwarding, call waiting, voice and text messaging and other wireless data services, and internet access services;

              (b) fixed line and fixed wireless services;

              (c) domestic and international long distance services;

              (d) leased line services, both fibre-optic and micro-wave transmission; and

              (e) internet services.
            • As at 16 October 2002, the authorised share capital of Celcom Is RM4,000,000,000 comprising 4,000,000,000 Celcom Shares of which 1,983,649,322 have been issued and paid-up.

              The Directors and substantial shareholders of Celcom and their shareholdings in the company as at 16 October 2002 are set out in Table 2.

        • 4.2 Celcom

          Celcom was incorporated as a private limited company under the name STM Cellular Communications Sdn Bhd on 5 January 1988. It subsequently changed its name to Celcom Sdn Bhd on 24 January 1990. On 12 November 1991, it further changed its name to Cellular Communications Network (Malaysia) Sdn Bhd. On 2 December 1997, its name was changed to Celcom (Malaysia) Sdn Bhd. Celcom was then converted into a public company on 28 January 2002 and assumed the name of Celcom (Malaysia) Berhad.

          Celcom was listed on the KLSE on 10 October 2002 upon completion of its recapitalisation and restructuring exercise.
        • The Proposed Disposal is intended to facilitate the business combination of TM Cellular and Celcom with the aim of creating the premier cellular mobile telecommunications services provider in Malaysia.

          The transaction will also increase TM’s exposure to the mobile cellular telecommunications industry and allows TM to take advantage of the growth opportunities in the industry. In particular, TM will have direct and indirect interests of approximately 47.93% in the enlarged Celcom Group which, upon completion of the Proposed Disposal, is envisaged to have a subscriber base of over 3.0 million subscribers and a market share of approximately 40%.

          The merger is expected to strategically improve the position of TM in the mobile cellular industry. In addition, both TM Cellular and Celcom operate on the GSM platform which affords the combined entity considerable scope in terms of network infrastructure optimisation which is expected to result in enhanced service coverage and quality for the customers of both “TM Touch” and “Celcom”.

          Upon completion of the business combination, the enlarged Celcom Group will have 42 MHz of spectrum in the dual band 900 and 1800 MHz ranges. This would significantly enhance the ability of the enlarged Celcom Group to plan and manage its network roll-out programme which is expected to give rise to substantial savings in capital expenditure.

          It is also envisaged that the combined entity would derive considerable savings from a reduction in costs arising from operational synergies. This includes potential savings from site rentals, lease line costs, advertising and promotion expenditure and general administration costs.
            • The Malaysian economy entered 2002 on a stronger footing, after recovering from a downturn experienced in the last two (2) quarters of 2001. Riding on the back of an earlier-than-expected recovery of the US economy and a stronger outturn in the later half of 2002, the Malaysian economy is expected to register a higher but moderate growth in GDP. Real GDP is projected to grow at 4%-5%, within an environment of low inflation and stronger economic fundamentals, supported by both prudent fiscal and accommodative monetary policies.

              The Malaysian economy, with the stronger macroeconomic fundamentals already in place and complemented by more resilient corporate and financial sectors, is now poised to benefit from the much-improved global economic environment projected for 2003. Output expansion is anticipated in all sectors of the economy, with GDP envisaged to chalk 6%-6.5%, arising from a broader based economy with growth emanating from a more pronounced role of a revitalised and dynamic private sector.

              (Source: Economic Report 2002/2003, Ministry of Finance)
            • Based on the statistics released by the Malaysian Communications and Multimedia Commission (“MCMC”), the total number of cellular subscribers as at 2001 was approximately 7.5 million.

              The number of cellular telephone subscribers is expected to grow by 38% in the year 2002 due to better services, improved technology and wider coverage. (Source: Economic Report 2002/2003, Ministry of Finance).

              Over the four (4) years to 2001, the cellular telecommunications industry has grown by an average of 50.9% and as at June 2002, the cellular penetration rate in Malaysia is estimated to be in the region of approximately 33 persons per 100 population. (Source: Communications and Multimedia Industry Statistics, MCMC).

              The above bodes well for the cellular communications industry which has been experiencing higher growth than the fixed line segment over the past two (2) years.

        • 6.2 The Malaysian Telecommunications Industry
            • The communications and multimedia industry in Malaysia remains highly competitive as operators migrate to the new licensing regime under the Communications and Multimedia Act 1998 (“CMA”). The major players including Celcom have been granted new licences based on the new regime. Today, five (5) telecommunication groups operate in Malaysia, four (4) of which have recently received individual licences for network facilities, network services and application services.

              However, the successful implementation of the proposed business combination will assist to mitigate this risk by giving Celcom the required size and scale to effectively compete and meet the challenges of the industry.
            • Given the stage of development of the telecommunications industry in Malaysia, its highly competitive nature and the extent of reliance on advanced technology, the Celcom Group is exposed to a number of operating risks, common to all telecommunications companies. These include, amongst others, technological advancement, infrastructure sharing, tariff rebalancing, loss of future revenue from customers whose service is disconnected and the inability to recoup any unrecovered costs incurred in acquiring the customers as well as price floor for equal access.
            • Although the management of the Celcom Group may have instituted various measures and controls, there can be no assurance that any changes to these abovementioned factors will not have a material adverse effect on the Target Group’s business.
            • The Celcom Group’s operations, including the renewal of its telecommunication licences and setting of tariffs, are subject to the jurisdiction of numerous governmental agencies, including the Ministry of Energy, Communications and Multimedia (“MECM”) and the MCMC. The telecommunications industry is currently regulated under a new regulatory regime. Under the said regime, new policies, rules and laws may be effected and these could present significant risks to the Celcom Group and its present operations.
            • Being in a growing and rapidly changing technological sector, the management and operation of telecommunications business require the employment of highly skilled knowledge workers. In the present climate of high growth in the multimedia, communications and computing industries, there is a significant high demand for such personnel. There can be no assurance that the loss of existing directors and/or key members of senior management will not adversely affect the effectiveness and efficiency of the Celcom Group’s management and business operations.
            • Like all other business entities, changes in political, economic, regulatory, business and credit environment both domestically and internationally could materially and adversely affect the financial and business prospects of the Celcom Group. These political, economic, regulatory, business and credit uncertainties include, but are not limited to the changes in political leadership, expropriation, nationalisation, renegotiations or nullification of existing contracts, changes in rates of interest, methods of taxation and currency exchange rules.
            • As highlighted in section 2.3(vii) above, TM may terminate the SPA in the event of a material claim against Celcom Group or TM Group.

              Accordingly, such claims may result in the Proposed Disposal not being completed and hence the MGO not being implemented.
        • 7.1 Competition/profitability

          7.2 Business risks

          7.3 Regulatory considerations

          7.4 Dependence on key personnel

          7.5 Political, economic and regulatory considerations
          7.6 Integration risk

          Effective integration of the management team, infrastructure, technology and resources of the new business is required to ensure that Celcom will derive benefits such as an expansion in customer base, economies of scale and cost savings from the proposed acquisition of TM Cellular. Whilst Celcom develops plans for implementation by phases to achieve the said objectives, there is no assurance that the integration can be successfully implemented which will not affect adversely on Celcom’s business.

          7.7 Others

            • The Proposed Disposal will not have any effect on the issued and paid-up share capital of TM.

            • The Proposed Disposal is not expected to have any material effect on the earnings of the TM Group for the financial year ending 31 December 2002 as the Proposed Disposal is only expected to be completed after the current financial year.

            • The effect of the Proposed Disposal on the NTA of TM is set out in Table 3.

            • The Proposed Disposal will not have any effect on the shareholdings of the substantial shareholders of TM.

        • 8.1 Issued and paid-up share capital
          8.2 Earnings8.3 NTA8.4 Substantial shareholders
            • (a) acquisition of TM Cellular by Celcom;

              (b) the issuance of the Consideration Shares and Adjustment Shares by Celcom; and

              (c) the listing of and quotation for the Consideration Shares and Adjustment Shares on the Main Board of the KLSE;

        • The Proposed Disposal is subject to the following approvals being obtained:

          (i) the SC for the following:

          (ii) the Foreign Investment Committee for the acquisition of TM Cellular and the issuance of the Consideration Shares and Adjustment Shares by Celcom;

          (iii) the KLSE for the listing of and quotation for the Consideration Shares and Adjustment Shares;

          (iv) shareholders of TM (including the Minister of Finance Inc., if required) and Celcom; and

          (v) lenders of TM, TM Cellular and Celcom, if required by the terms and conditions of the agreements entered into with such lenders.

          In addition, the offer document for the MGO detailed in section 3 above is subject to the approval of the SC.
    • 5. RATIONALE FOR THE PROPOSED DISPOSAL AND MGO
      TM is confident that both parties have the necessary skills, knowledge and experience to successfully implement the business combination. In this respect, a joint steering committee has been established to realise the potential business combination at the earliest possible date.

      TM firmly believes that the business combination will not just enhance shareholder value for both TM and Celcom but will also benefit other stakeholders in both companies, including customers of both “TM Touch” and “Celcom”. The business combination would also allow the combined entity to better face the competition and challenges of the mobile cellular industry particularly in the light of consolidation within the industry in Malaysia.

      The MGO will allow TM to increase its shareholding in the enlarged Celcom Group to take advantage of the growth opportunities in the industry.


      6. FUTURE PROSPECTS

      6.1 The Malaysian Economy
      7. RISK FACTORS

      8. EFFECTS OF THE PROPOSED DISPOSAL
      9. APPROVALS REQUIRED

        • TM is the holding company of TM Cellular and a substantial shareholder of Celcom as at 16 October 2002 with direct and indirect interests in 619,896,500 Celcom Shares representing 31.25% of the issued and paid-up share capital of Celcom as at 16 October 2002. TM is therefore deemed interested in the Proposed Disposal from the perspective of Celcom and will accordingly abstain from voting in respect of its direct and indirect interest at the extraordinary general meeting (“EGM”) of Celcom to be convened to consider the proposed acquisition of TM Cellular by Celcom.

          Dato’ Dr. Mohd Munir Abdul Majid, Mr. Lim Kheng Guan, Encik Rosli Man and Mr. Tan Poh Keat, as the representatives of TM on the Board of Celcom are also deemed interested in the Proposed Disposal. The abovenamed Directors have accordingly abstained and will continue to abstain from all deliberations and voting at the relevant Board meetings of Celcom on the Proposed Disposal.

          The shareholdings of the Directors in TM are set out in Table 4.

          In addition, 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 Proposed Disposal:(i) The Employee Provident Fund (“EPF”), a substantial shareholder of TM holding approximately 13.2% of the issued and paid-up share capital of TM as at 19 September 2002, is also a substantial shareholder of Celcom by virtue of its 11.3% interest in TRI as at 19 September 2002.

          An exemption will however be sought from the KLSE to allow EPF to vote on the resolution at the EGM to be convened to consider the Proposed Disposal.


        • After carefully considering the terms Proposed Disposal and MGO, the Board of TM is of the opinion that the Proposed Disposal and MGO are in the best interest of TM.


        • CIMB and Deutsche Bank AG have been appointed as the Joint Advisers to TM in respect of the Proposed Disposal.
        • Barring unforeseen circumstances, the Proposed Disposal and MGO are expected to be completed within six (6) months from the date of this announcement.
        • The SC’s Policies and Guidelines on Issue/Offer of Securities have been adhered to in undertaking the Proposed Disposal.
        • Applications to the relevant authorities are expected to be submitted by Celcom within three (3) months from the date of this announcement.
        • Copies of the SPA can be inspected at the registered office of the Company at Tingkat 2, Ibupejabat Telekom Malaysia, Jalan Pantai Baharu, 50672 Kuala Lumpur during normal office hours from Mondays to Fridays (except public holidays) for a period of three (3) months from the date of this
    • 10. DIRECTORS’ AND SUBSTANTIAL SHAREHOLDERS’ INTERESTS11. DIRECTORS’ STATEMENT12. ADVISERS

      13. ESTIMATED TIME FRAME FOR COMPLETION


      14. DEPARTURE FROM THE SC’S GUIDELINES


      15. APPLICATIONS TO THE RELEVANT AUTHORITIES


      16. DOCUMENTS AVAILABLE FOR INSPECTION


    Announcement Info

    Company Name TELEKOM MALAYSIA BERHAD
    Stock Name TELEKOM
    Date Announced 28 Oct 2002
    Category General Announcement
    Reference No MM-021028-29689

Attachments

  1. Table_1.doc (Size: 44,544 bytes)
  2. MM-021028-29689.pdf (Size: 86,053 bytes)