Contents :
INTRODUCTION
Telekom Malaysia Berhad ("TM") is pleased to announce that on 12 December 2003, its wholly owned subsidiary, Celcom (Malaysia) Berhad (167469-A) ("Celcom") entered into a Memorandum of Understanding ("MOU") with Tenaga Nasional Berhad (200866-W) ("TNB") to pursue a restructuring exercise involving the rationalization of the business activities of the following associate and subsidiary companies of Celcom respectively:-
i) Fibrecomm Network (M) Sdn Bhd (240859-H) ("Fibrecomm"); and
ii) Celcom Transmission (M) Sdn Bhd (195821-V) ("CTX")
("Proposed Restructuring") with a view to have written Definitive Agreements to implement the Proposed Restructuring.
INFORMATION ABOUT CTX AND FIBRECOMM CTX is a wholly owned subsidiary of Celcom with an authorized capital of RM50 million and an issued and paid up capital of RM25 million comprising 25 million shares of RM1.00 each. The principal activity of CTX is the provision of transmission network related services. Fibrecomm is a joint venture company, between TNB and CTX. TNB holds 59% of the total issued and paid up capital of Fibrecomm equivalent to 44,250,000 ordinary shares of RM1.00 each, while CTX holds 41% of the total issued and paid up capital of Fibrecomm equivalent to 30,750,000 ordinary shares of RM1.00 each. THE PROPOSED RESTRUCTURING Celcom and TNB have generally agreed in principle to pursue a restructuring exercise involving Fibrecomm and CTX to rationalize their business activities so that effectively all business of Fibrecomm will be carried out by CTX. Principally, the restructuring exercise would involve the acquisition of TNB’s 59% stake in Fibrecomm by CTX and acquisition of 49% stake in CTX by TNB at terms to be mutually agreed upon. This would result in the following shareholding structure:-
- Fibrecomm becomes a wholly owned subsidiary of CTX; and
- TNB holding 49% in CTX.
- Fibercomm will sell to CTX its business, operations, assets and liabilities, and transfer all its employees to CTX, at terms to be mutually agreed upon.
RATIONALE OF THE MOU The Proposed Restructuring will provide synergistic benefits to the Celcom Group to better meet the needs and expectations of customers and improve the Celcom Group’s ability to compete in the increasingly competitive Malaysian mobile telecommunication market going forward. DIRECTORS’ AND SUBSTANTIAL SHAREHOLDERS’ INTEREST In so far as the Directors of TM are aware, none of the Directors nor the major shareholders of TM and/or persons connected to them have any interest, whether direct or indirect, in the above said transaction save for the following common Director and major shareholders of the parties to the MOU:- i) Director Y. Bhg. Datuk Dr Halim bin Shafie is a common director of TNB and TM. ii) Major Shareholders a) Khazanah Nasional Berhad b) Minister of Finance c) Employees Provident Fund Board d) Bank Negara Malaysia