Proposed Capital Repayment By Celcom (Malaysia) Berhad To Its Sole Shareholder, Telekom Enterprise Sdn Bhd To Be Implemented Pursuant To Sections 60, 62 And 64 Of The Companies Act 1965

12 June 2007

Type

Announcement
Subject PROPOSED CAPITAL REPAYMENT BY CELCOM (MALAYSIA) BERHAD TO ITS SOLE SHAREHOLDER, TELEKOM ENTERPRISE SDN BHD TO BE IMPLEMENTED PURSUANT TO SECTIONS 60, 62 AND 64 OF THE COMPANIES ACT 1965

Contents :

1. INTRODUCTION

    • Telekom Malaysia Berhad ("TM") wishes to announce that its wholly-owned subsidiary, Celcom (Malaysia) Berhad ("Celcom"), had presented a petition to the Court today for the proposed capital repayment pursuant to Sections 60, 62 and 64 of the Companies Act 1965.

2. PROPOSED CAPITAL REPAYMENT

2.1 Details of Proposed Capital Repayment
        • (1) To reduce the issued and paid up capital of RM1,767,906,688 comprising 1,767,906,688 ordinary shares of RM1.00 each by RM530,372,007 to RM1,237,534,681 comprising 1,767,906,688 ordinary shares of 70.0 sen each representing a capital reduction of 30.0 sen for every existing ordinary share of RM1.00 each. In effecting the said reduction, the fractional sum of 60.0 sen of the paid-up capital shall be disregarded.
        • (2) To cancel and utilise Celcom's Share Premium Account in the sum of RM199,742,634. (hereinafter both amounts of RM530,372,007 and RM199,742,634 totalling RM730,114,641 shall be collectively referred to as the "Distribution Sum"). (3) To consolidate the issued and paid up capital of RM1,237,534,681 on the basis of every one (1) share of 70.0 sen each into one(1) ordinary share of RM1.00 each, thereby consolidating 1,767,906,688 shares of 70.0 sen each into 1,237,534,681 ordinary shares of RM1.00 each credited as fully paid up. (4) To distribute the Distribution Sum to a wholly-owned subsidiary of TM, Telekom Enterprise Sdn Bhd (“TESB”) whose name appears in the Record of Depositors as the sole registered shareholder of Celcom at the date of book closure, which date shall be determined by the Company Secretary.
    • Celcom proposes:

      ("Proposed Capital Repayment").
3. RATIONALE
    • After taking into account the future operating requirements and financial obligations of Celcom, TM is of the view that Celcom has a capital base that is in excess of future operating requirements and financial obligations of Celcom. Accordingly, Celcom is in a position to return part of the shareholder's investment in Celcom, having taken into consideration the best interest of TM Group going forward.

      The Distribution Sum will enable TM to finance its capital requirements and/or future investments, thus fully maximizing the use of cash within the TM Group.

4. FINANCIAL EFFECTS
    • The Proposed Capital Repayment is not expected to have any material effect on the earnings and net tangible assets of TM Group for the year ending 31 December 2007.

5. APPROVALS REQUIRED
    • The Proposed Capital Repayment is subject to the approvals of:
    • (a) the High Court, pursuant to Sections 60 and 64 of the Companies Act, 1965; and
    • (b) the lenders of the RM650 million Syndicated Term Loan and holders of the RM1.1 billion Al-Ba'i Bithaman Ajil Bonds, which were obtained by Celcom on 13 July 2006 and 25 July 2006 respectively.

      Three (3) major creditors namely our wholly owned subsidiaries held via Celcom, Celcom Mobile Sdn Bhd, Celcom Transmission (M) Sdn Bhd and Celcom Technology (M) Sdn Bhd have given their written consent to the Proposed Capital Repayment on 18 May 2007.

6. DIRECTORS' AND MAJOR/SUBSTANTIAL SHAREHOLDERS' INTEREST
    • None of the Directors and Substantial Shareholders of TM or persons connected with them has any interest, direct or indirect, in the Proposed Capital Repayment.

7. DIRECTORS' STATEMENT
    • The Board of Directors of TM is of the opinion that the Proposed Capital Repayment is in the best interest of TM Group.
8. ESTIMATED TIMEFRAME FOR COMPLETION
    • Barring unforeseen circumstances, the Proposed Capital Repayment is expected to be completed within three (3) months from the date of this announcement.


Announcement Info

Company Name TELEKOM MALAYSIA BERHAD
Stock Name TM
Date Announced 12 Jun 2007
Category General Announcement
Reference No TM-070612-52342