(I) PROPOSED DISPOSAL OF 100% EQUITY INTEREST IN TM CELLULAR SDN BHD 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”);
(II) MANDATORY GENERAL OFFER BY TELEKOM ENTERPRISE SDN BHD (“TESB”) AND THE PERSONS ACTING IN CONCERT WITH TESB (“PAC”) FOR THE REMAINING ORDINARY SHARES OF RM1.00 EACH IN CELCOM NOT HELD BY TESB AND THE PAC AFTER THE PROPOSED DISPOSAL AT RM2.75 PER SHARE (“MGO OR “OFFER”);
(III) PROPOSED ISSUE OF 1,000 CLASS A REDEEMABLE PREFERENCE SHARES (“RPS”) OF RM0.01 EACH IN TM AT AN ISSUE PRICE OF RM1.00 PER RPS;
(IV) PROPOSED ISSUE OF 1,000 CLASS B RPS OF RM0.01 EACH IN TM AT AN ISSUE PRICE OF RM1.00 PER RPS;
(V) PROPOSED INCREASE IN THE AUTHORISED SHARE CAPITAL OF TM;
(VI) PROPOSED AMENDMENTS TO THE MEMORANDUM AND ARTICLES OF ASSOCIATION OF TM; AND
(VII) PROPOSED AMENDMENTS TO THE BYE-LAWS OF THE EMPLOYEES’ SHARE OPTION SCHEME OF TM
(The above are collectively known as the “Proposals”)
We refer to our announcements on 28 October 2002 and 7 March 2003.
On behalf of the Board of Directors of TM (“Board”), Commerce International Merchant Bankers Berhad (“CIMB”) is pleased to announce that the shareholders of TM have unanimously approved the resolutions pertaining to the Proposals, as set out in the Notice of Extraordinary General Meeting (“EGM”) dated 8 March 2003, at the Company's EGM held on 31 March 2003.
CIMB, on behalf of the Board, also wishes to announce that the Company has on 29 March 2003 received the approval of the Minister of Finance Incorporated (“MoF”) as the Special Shareholder of TM for the Proposed Disposal and MGO in accordance with Article 8 of the Company’s Articles of Association. The MoF has also approved the Proposals as an ordinary shareholder of TM at the said EGM of TM.
The Notice of Offer (“Notice”) will be despatched to the Board of Directors of Celcom immediately upon fulfilment of all conditions precedent to the Sale and Purchase Agreement between TM and Celcom dated 28 October 2002 (“SPA”). As at the date of this announcement, the approval-in-principle of the Kuala Lumpur Stock Exchange for the listing of and quotation for the new Celcom ordinary shares of RM1.00 each to be issued in accordance with the terms of the SPA, which is a condition precedent to the SPA, is still pending.