Acquisition Of 100% Stake In Communiq Broadband Networks (Private) Limited ("cbn") And Cbn Sat (Private) Limited ("Cbn Sat") By Asset Media (Pvt) Limited, A Subsidiary Of Dialog telekom Limited ("Dialog") And Telekom Malaysia Berhad ("TM")

27 November 2006

Type

Announcement
Subject ACQUISITION OF 100% STAKE IN COMMUNIQ BROADBAND NETWORKS (PRIVATE) LIMITED ("CBN") AND CBN SAT (PRIVATE) LIMITED ("CBN SAT") BY ASSET MEDIA (PVT) LIMITED, A SUBSIDIARY OF DIALOG TELEKOM LIMITED ("DIALOG") AND TELEKOM MALAYSIA BERHAD ("TM")

Contents :

1. INTRODUCTION

    Pursuant to Paragraph 9.19 (23), Part J of Chapter 9 of the Listing Requirements of Bursa Malaysia Securities Berhad, TM is pleased to announce that Asset Media (Private) Limited (“AM”), a subsidiary of Dialog Telekom Limited; TM’s subsidiary which is listed on the Colombo Stock Exchange, Sri Lanka had on 27th of November 2006, entered into a Share Sale and Purchase Agreement (“SPA”) for the acquisition of 100% of the share capital of Communiq Broadband Networks (Private) Limited (“CBN”) and CBN SAT (Private) Limited (“CBN SAT”) from Mr Muhunthan Canagasooryam and Mr Niranjan Canagasooryam [collectively hereafter referred as “Vendors”] at an approximate equity valuation of Rs 523.8 million; Sri Lankan Rupees Five Hundred and Twenty Four Million and Eight Hundred Thousand Only [USD 4,895,000 - United States Dollars Four Million Eight Hundreds and Ninety Five Thousand – Exchange Rate USD:SLR 107.00]


2. DETAILS OF THE ACQUISITION
    The acquisition of 100% of the total issued and paid-up capital of CBN and CBN SAT involved the purchase by AM of Ten Million (10,000,000) ordinary shares of Rupees Ten (Rs. 10/-) each of which Five Million (5,000,000) shares of Rupees Ten (Rs.10/-) each have been issued and are fully paid of CBN and One Million (1,000,000) ordinary shares of Rupees Ten (Rs. 10/-) each of which Two (2) shares of Rupees Ten (Rs.10/-) each have been issued and are fully paid of CBN SAT.

    The acquisition will be financed from AM’s/Dialog’s internally generated funds and/or borrowings. The completion of the acquisition is conditional on the satisfaction of conditions precedent to the transaction set out in the SPA including satisfactory conclusion of legal, finance and tax due diligence studies and confirmation that the company is free from pending litigation involving commercial operations.
3. INFORMATION ON CBN and CBN SAT
    CBN

    The authorized share capital as of 30th September 2006 of CBN is Rupees One Hundred Million (Rs. 100,000,000/-] divided into Ten Million (10,000,000) ordinary shares of Rupees Ten (Rs. 10/-) each of which Five Million (5,000,000) shares of Rupees Ten (Rs.10/-) each have been issued and are fully paid.

    The Vendors own Five Million Shares (5,000,000) shares representing One Hundred percent (100%) of the issued share capital of CBN as of 30th September 2006. Of these shares Mr Muhunthan Canagasooryam owns Two Million Five Hundred Thousand (2,500,000) shares representing Fifty percent (50%) and Mr Niranjan Canagasooryam owns Two Million Five Hundred Thousand (2,500,000) shares representing Fifty percent (50%) of the issued share capital of CBN.

    CBN SAT

    The authorized share capital as of 30th September 2006 of CBN SAT is Rupees Ten Million (Rs. 10,000,000/-) divided into One Million (1,000,000) ordinary shares of Rupees Ten (Rs. 10/-) each of which Two (2) shares of Rupees Ten (Rs.10/-) each have been issued and are fully paid

    The Proposed Vendors own 2 Shares (2) shares representing One Hundred percent (100%) of the issued share capital of the Company as of 30th September 2006. Of these shares Mr Muhunthan Canagasooryam owns One (1) share representing Fifty percent (50%) and Mr Niranjan Canagasooryam owns One (1) share representing Fifty percent (50%) of the issued share capital of CBN Sat.


4. RATIONALE FOR THE ACQUISITION
    The acquisition of a Direct To Home (“DTH”) operation to strengthen the company’s media operation is an important milestone in the Dialog group’s strategy of achieving a quadruple play (Mobile, Fixed, Broadband, and Television Media) product proposition for Sri Lankan consumers. Dialog is strongly positioned in terms of Media Business Related Licenses following the completion of the acquisition of AM in September 2006.

    The rationale of the proposed acquisition of CBN and CBN SAT was to deliver expedited achievement of the several key market critical success factors such as Immediate Capture of Content Agreements, Existing Customer Base to provide the operation with immediate and significant market presence.


5. EFFECTS OF THE ACQUISITION
    5.1 Share capital and shareholdings of substantial shareholders

    The Acquisition will not have any material effect on TM's issued and paid-up share capital and shareholdings of substantial shareholders.

    5.2 Net Asset

    The Acquisition will not have any material effect on the Net Asset of the TM group.

    5.3 Earnings

    The Acquisition is not expected to have any material effect on the earnings of the TM group for the financial year ending 31 December 2006.

6. INTERESTS OF DIRECTORS, MAJOR SHAREHOLDERS AND PERSONS CONNECTED WITH THEM
    None of TM’s Directors or major shareholders or persons connected with them has any interest, direct or indirect, in the Acquisition.

7. DOCUMENT AVAILABLE FOR INSPECTION
    The Share Sale and Purchase Agreement are available for inspection at the registered office of TM at Level 51, North Wing, Menara TM, Jalan Pantai Baharu, 50672 Kuala Lumpur during normal business hours from Mondays to Fridays (except for public holidays) for a period of three (3) months from the date of this announcement.


This announcement is dated 27 November 2006.


Announcement Info

Company Name TELEKOM MALAYSIA BERHAD
Stock Name TM
Date Announced 27 Nov 2006
Category General Announcement
Reference No TM-061127-60880