Article Entitled : "Malaysians Demand $200m For 30% GT Share ... They Bought"

29 October 2002

Type Reply to query
Reply to Query Letter by KLSE reference ID ZO-021028-53386
Subject ARTICLE ENTITLED : "Malaysians Demand $200m for 30% GT share ... They Bought"

Contents :

We refer to the query of the Kuala Lumpur Stock Exchange (“the Exchange”) in respect of the following statements appearing on Bloomberg, on Monday, 28 October 2002 :-


1. "Telekom Malaysia…are offering the same share to the Ghana government for $200m…”

2. “ … Telekom Malaysia have filed for arbitration in a London court seeking the court’s intervention in thecompany’s dispute with Ghana government over events that led to the decision by Felix Owusu Adyapong, to revoke the company’s management of Ghana Telekom.”

Telekom Malaysia Berhad (“TM”) wishes to confirm the following :-

1. In respect of the first statement, TM wishes to deny that it has offered $200 Million for its 30% shares in Ghana Telecommunications Company Limited (“GT’).

2. On the second statement, TM denies filing any arbitration proceedings against the Government of Ghana (“GoG”) in London.

In addition to the above clarifications, we wish to refer to our announcement dated 22nd February 2002 on TM’s investment in GT [Ref No : TM-020222-FBEE6] and disclose the following to the Exchange:-

1. Status of TM’s Investment in Ghana

      • TM’s interest in GT is held through its wholly-owned subsidiary, TM International Sdn Bhd (“TM International”). TM International in turn owns 85.5% interest in G-Com. Therefore, TM’s effective interest in GT is 25.5% and the cost of investment which was made in 1997 is USD38 Million.

        On 13th May 2002, the GoG had indicated to TM of its agreement in principle to acquire G-Com’s 30% stake in GT subject to valuation. As to date, no agreement has been reached between the parties on the terms and conditions of the proposed sale by TM.

        On 3rd June 2002, the Extraordinary General Meeting (“EGM”) of GT passed a resolution to reconstitute the Board of GT from four (4) nominees of G-Com and three nominees from the GoG to three (3) to G-Com and six (6) to the GoG. This resolution was passed despite the objection from G-Com whose consent is required under the Company Regulations of GT.

        Subsequently, G-Com filed an application in the High Court of Ghana on 13 June 2002, to seek a declaration that the EGM of 3rd June 2002 was null and void.

        On 11th July 2002, the GoG unilaterally terminated the contract of employment of the Managing Director (“MD”) and appointed an Interim Management Committee (“IMC”) to oversee and manage the day to day affair of GT pending the appointment of a substantive MD by the shareholders of GT. This effectively renders TM’s loss of management control of GT.

        On 31st July 2002, the High Court of Ghana dismissed G-Com’s application for a declaration to nullify the EGM of 3rd June 2002.

        On 25th September 2002, G-Com filed an appeal in the Supreme Court of Ghana against the decision of the High Court dated 31st July 2002. We wish to inform that as to date, the Supreme Court has yet to fix a hearing date of the appeal.
  • a) TM’s 30% investment in GT held through G-Com Limited (“G-Com”)b) Deposit Refund of USD50 Million pursuant to the Heads of Agreement (“HOA”) dated 10th August 2000
      • We wish to inform the Exchange that since the announcement on 22nd February 2002, there has not been any material development on the above transaction.
2) Other course of actions by TM
    In protecting its legal rights, TM has issued a Notification Claim to the GoG on 18th September 2002 in accordance with Article 7 of the Bilateral International Treaty entered into between the Government of Malaysia and GoG on 11th November 1996. The said Notice provides for a period of three (3) months from the date of notification for both parties to reach an amicable settlement. Upon the expiry of the above period, TM may pursue the dispute by referring the same to international arbitration if the dispute remains unresolved.

    In the said Notice, TM formally notified the GoG of the following :-

    (i) treatment of G-Com’s 30% shareholding in GT; and
    (ii) failure to pay about USD58 Million deposit (being the deposit of USD50 Million and interest) pursuant to the HOA. In the event that there is no amicable settlement between the GoG and TM by 18th December 2002, TM can exercise its legal rights by referring the dispute to international arbitration.
TM will announce further development on the above at the appropriate time.

Query Letter Contents :

We refer to the above news article appearing on Bloomberg, on Monday, 28
October 2002, a copy of which is enclosed for your reference.
In particular, we would like to draw your attention to the underlined sentences
which are reproduced as follows:-
"Telekom Malaysia ... are offering the same share to the Ghana government for
$200m ..."
"... Telekom Malaysia have filed for arbitration in a London court seeking the
court's intervention in the company's dispute with Ghana government over events
that led to the decision by Felix Owusu Agyapong, to revoke the company's
management of Ghana Telekom."
In accordance with the Exchange's Corporate Disclosure Policy, you are
requested to furnish the Exchange with an announcement for public release
confirming or denying the above reported article and in particular the
underlined sentence after due and diligent enquiry with all the directors,
major shareholders and all such other persons reasonably familiar with the
matters about which the disclosure is to be made in this respect. In the event
you deny the above sentence or any other part of the above reported article,
you are required to set forth facts sufficient to clarify any misleading
aspects of the same. In the event you confirm the above sentence or any other
part of the above reported article, you are required to set forth facts
sufficient to support the same.
Please furnish the Exchange with your reply within one (1) market day from the
date hereof.

Yours faithfully


LISA LAM
Senior Manager, Listing Operations
LL/ASL/ZOOS
c.c. Securities Commission (via fax)


Announcement Info

Company Name TELEKOM MALAYSIA BERHAD
Stock Name TELEKOM
Date Announced 29 Oct 2002
Category General Announcement
Reference No TM-021029-51626