(I) Proposed Issuance Of Up To RM4,000 Million Nominal Value Redeemable Unsecured Bonds ("Telekom Bonds") By Telekom ("Proposed Telekom Bonds Issues") As Follows: ⷠUp To RM2,000 Million Nominal Value 10-Year Redeemable Unsecured Bonds ("Telekom Bonds Tranche 1"); And ⷠUp To RM2,000 Million Nominal Value 15-Year Redeemable Unsecured Bonds ("Telekom Bonds Tranche 2"); (II) Proposed Issuance Of 2,000 Redeemable Preference Shares ("RPS") Of RM0.01 Each ("Telekom RPS") ("Proposed RPS Issues") As Follows: ⷠ1,000 Class A RPS Of RM0.01 Each ("Telekom RPS A") At An Issue Price Of RM1.00; And · 1,000 Class B RPS Of RM0.01 Each ("Telekom RPS B") At An Issue Price Of RM1.00

09 December 2003

Type

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

(I) PROPOSED ISSUANCE OF UP TO RM4,000 MILLION NOMINAL VALUE
REDEEMABLE UNSECURED BONDS ("TELEKOM BONDS") BY TELEKOM
("PROPOSED TELEKOM BONDS ISSUES") AS FOLLOWS:

· UP TO RM2,000 MILLION NOMINAL VALUE 10-YEAR REDEEMABLE
UNSECURED BONDS ("TELEKOM BONDS TRANCHE 1"); AND

· UP TO RM2,000 MILLION NOMINAL VALUE 15-YEAR REDEEMABLE
UNSECURED BONDS ("TELEKOM BONDS TRANCHE 2");

(II) PROPOSED ISSUANCE OF 2,000 REDEEMABLE PREFERENCE SHARES
("RPS") OF RM0.01 EACH ("TELEKOM RPS") ("PROPOSED RPS ISSUES") AS
FOLLOWS:

· 1,000 CLASS A RPS OF RM0.01 EACH ("TELEKOM RPS A") AT AN
ISSUE PRICE OF RM1.00; AND

· 1,000 CLASS B RPS OF RM0.01 EACH ("TELEKOM RPS B") AT AN
ISSUE PRICE OF RM1.00

Contents :

INTRODUCTION

      • (i) Facility Maintenance File of the Telekom Bonds and TM Bonds;
        (ii) Certified true copy of the Trust Deed constituting the TM Bonds;
        (iii) Final rating on the TM Bonds; and
        (iv) Final Principal Terms and Conditions of the Telekom Bonds and TM Bonds;
      • (i) Date of issue;
        (ii) Issue size;
        (iii) Subscription level;
        (iv) Yield to maturity; and
        (v) List of the TM Bonds subscribers with their respective subscription levels and yield to maturities; and


  • We refer to our announcement on 7 March 2003.

    On behalf of Telekom, Commerce International Merchant Bankers Berhad ("CIMB") is pleased to announce that the Securities Commission ("SC") had on 8 December 2003 approved the Proposed Bonds Issues and the Proposed RPS Issues. The approval of the SC is subject to, inter-alia, the following conditions:(a) CIMB/Deutsche Bank (Malaysia) Berhad ("Deutsche"), Telekom and Tekad Mercu Berhad ("Tekad Mercu") are required to disclose to the SC the final terms and conditions of the Telekom Bonds and up to RM4,000 million nominal value unsecured redeemable bonds ("TM Bonds") proposed to be issued by Tekad Mercu, a special purpose vehicle incorporated for the purpose of this debt raising exercise by Telekom (referred to as SPV2 in our announcement dated 7 March 2003);

    (b) CIMB/Deutsche are required to submit the following documents to the SC prior to the issuance of the Telekom Bonds and TM Bonds:(c) Telekom and Tekad Mercu are required to inform the SC, within seven (7) days from the date of issue of the Telekom Bonds and TM Bonds, of the following:
    (d) CIMB and Deutsche, and Telekom and Tekad Mercu are required to disclose the roles of CIMB, Deutsche and Messrs. Zul Rafique & Partners, including any potential conflict of interest that may arise.

    Please refer to Attachment 1 and Attachment 2 for the principal terms and conditions of the Telekom Bonds and TM Bonds respectively.

    In addition, the SC had on 22 September 2003 granted a waiver to Telekom from complying with the requirement stipulated in Paragraph 9.13 of the SC's Policies and Guidelines on Issue/Offer of Securities ("SC Guidelines") to allow the par value of the Telekom RPS to be set at RM0.01 which is below the minimum par value required of RM0.10.

    In conjunction with the above, Telekom has, on 9 December 2003, executed the following documents in relation to the Proposed Bonds Issues and Proposed RPS Issues:

    (i) Telekom Bonds Trust Deed entered into between Telekom and Amanah Raya Berhad ("ARB");

    (ii) Telekom Subscription Agreement entered into between Telekom, CIMB, Deutsche and Rebung Utama Sdn Bhd ("RUSB"), a special purpose vehicle (referred to as SPV1 in our announcement dated 7 March 2003) incorporated to facilitate the Proposed Bonds Issues and the Proposed RPS Issues;

    (iii) TM Bonds Subscription Agreement entered into between Telekom, Tekad Mercu, CIMB and Deutsche;

    (iv) Put Option Agreement entered into between Telekom, ARB, Tekad Mercu, CIMB and RUSB; and

    (v) Certain administrative documents relating to the Proposed Telekom Bonds Issues and Proposed RPS Issues.


    This announcement is dated 9 December 2003.

Announcement Info

Company Name TELEKOM MALAYSIA BERHAD
Stock Name TELEKOM
Date Announced 9 Dec 2003
Category General Announcement
Reference No MM-031209-64268