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Telekom Malaysia Berhad (“TM”) wishes to inform the Exchange of the developments in respect of TM’s investments in Ghana Telecommunications Company Limited (“GT"), held through TM’s subsidiary G-Com Limited (“G-Com”).
G-Com is currently in litigation against GT arising from the illegal reconstitution of the GT Board of Directors on 3 June 2002. TM has initiated arbitration proceedings against the Government of Ghana (“GOG”) under the Ghana-Malaysia Bilateral Investment Treaty for the same reason.
We now wish to furnish the following developments to the Exchange:
1. G-Com has, on 24 December 2003, filed a Writ of Summons and a Statement of Claim at the Fast Track High Court of Ghana against GT in respect of the following:-
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i. the ALCATEL Contract purportedly approved and ratified by the GT Board on 4 August 2003;
ii. the Original Syndicated Loan of USD50 million purportedly approved and ratified by the GT Board on 4 August 2003;
iii. the Revised Syndicated Loan of USD60 million purportedly approved and ratified by the GT's Extraordinary General Meeting (“EGM”) on 20 October 2003;
iv. the USD70 million buyers credit insured by China Export Credit Insurance Corporation to part finance the purchase of equipment supplied by Alcatel Shanghai Bell Company Limited (“Sinosure Facility”) which was purportedly approved and ratified by the GT's EGM on 20 October 2003 and Annual General Meeting ("AGM") on 19 December 2003; and
v. the USD10 million Working Capital Facility which was purportedly approved by the AGM of GT on 19 December 2003.
a) for the Court to declare the following contract and loan arrangements by GT null and void;
b) for the Court to issue perpetual injunction restraining GT from implementing the above contract and loan arrangements referred to in (a) above unless and until the appropriate corporate and approval processes are duly complied with by GT in accordance with the Company Regulations of GT and the Ghanaian Company Code.
c) for general damages and related costs.
2. G-Com representatives on the Board of GT and its proxy had at the various Board meetings, EGM and AGM voted against the various resolutions pertaining to the above contracts and loan arrangements (the ALCATEL Contract, the Original Syndicated Loan, the Revised Syndicated Loan, the Sinosure Facility and the Working Capital Facility) due to the lack of sufficient information despite having made numerous requests for such information. G-Com is not in a position to determine whether such arrangements are in the best interest of GT.
Under the GT Company Regulations and the Ghanaian Company Code, shareholders at the AGM cannot seek to overturn the Board of Directors' decision by approving what the Board has decided not to approve.
3. In addition, at the AGM of 19 December 2003, G-Com voted against a resolution to approve the Telenor Management Agreement dated 16 December 2002, an agreement for the provision of management services to Ghana Telecom, which was entered into unilaterally by the GOG and Telenor Management Partners, without the consent of G-Com or GT.