Settlement Agreement Dated 15 June 2004 Between Technology Resources Industries Berhad ("TRI") And Integrated Services Ltd ("ISL") ("Settlement Agreement") In Respect Of Sheba Telecom (Pvt) Ltd ("Sheba")

27 August 2004

Type

Announcement
Subject SETTLEMENT AGREEMENT DATED 15 JUNE 2004 BETWEEN TECHNOLOGY RESOURCES INDUSTRIES BERHAD ("TRI") AND INTEGRATED SERVICES LTD ("ISL") ("SETTLEMENT AGREEMENT") IN RESPECT OF SHEBA TELECOM (PVT) LTD ("Sheba")

Contents :

    Further to our announcement on 15 June 2004, Telekom Malaysia Berhad (“TM”) wishes to announce as follows:-
    (1) TRI and ISL have, on 27 August 2004 executed a Supplemental Agreement ("Supplemental Agreement") which amends the terms of the Settlement Agreement to effect completion.

    (2) Earlier, ISL’s solicitors had issued to TRI’s solicitors a Completion Notice informing that the Investor has completed its due diligence on Sheba to its satisfaction. However, completion did not take place as contemplated in the Settlement Agreement.

    (3) The Supplemental Agreement provides, inter alia, that completion shall take place no later than 3 September 2004 (“Completion Date”). ISL will procure the termination of the Escrow Agreement in relation to the operation of the Escrow Account in accordance with the terms of the Supplemental Agreement.

    (4) Further, it requires TRI to deliver the executed instrument of transfer in respect of TRI’s shares in Sheba (Form 117) to Messrs Harry Elias Partnership (“HEP”), solicitors acting for ISL, to procure stamping thereof and thereafter, to be held in escrow by HEP on TRI’s behalf until completion occurs.

    (5) HEP and TRI have also executed an Escrow Letter pertaining to para 4 above, on the same date.

    (6) The deliverables on the Completion Date include delivery to TRI of a cashier’s order for the Purchase Price of TRI’s shares in the sum of USD15 million and the sum of USD9,960,799.33 utilised by TRI from its fixed deposit with Standard Chartered Bank, Dhaka Branch to discharge in full the indebtedness of Sheba. Following completion, all disputes and claims between ISL and TRI arising from and/or in connection with the joint venture agreements between ISL and TRI, Sheba (including without limitation, the management, business and operations of Sheba ) and/or Sheba’s Memorandum and Articles of Association, including Arbitration No. 45 of 2001 filed by TRI in Singapore will be settled.


Announcement Info

Company Name TELEKOM MALAYSIA BERHAD
Stock Name TELEKOM
Date Announced 27 Aug 2004
Category General Announcement
Reference No TM-040825-55409