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Not for distribution in the United States of America
This announcement replaces the announcement made earlier today on behalf of TM in respect of the Proposals. We refer to the announcement dated 10 December 2007 in relation to, amongst others, the Proposals (“Previous Announcement”). Unless otherwise stated, all definitions shall have the same meanings as those stated in the Previous Announcement. On behalf of TM’s Board of Directors, we are pleased to announce that applications to the following authorities were made today: (i) the Securities Commission (“SC”) with respect to the Proposed Demerger, Proposed Listing, proposed issuance of up to 10% of the enlarged issued and paid-up share capital of TM International after the Proposed Demerger (“Proposed Issue”) and exemptions from take-over obligations arising from the Proposed Demerger; and (ii) the SC (on behalf of the Foreign Investment Committee) with respect to the Proposed Demerger, Proposed Listing and Proposed Issue. As stated in the Previous Announcement, the Proposed Shareholder’s Mandate is conditional upon, in terms of approvals, the Proposed Demerger and Proposed Listing. Given that RegionCo’s funding requirement is not dependent on the Proposed Demerger, the conditionality of the Proposed Shareholder’s Mandate is revised to be unconditional upon any other corporate proposal and vice versa. In conjunction with the application to the SC, we have further identified departures from the following requirements under the SC’s Policies and Guidelines on Issue/Offer of Securities: (i) requirement for RegionCo to have continuity of substantially the same key management for at least 3 full financial years prior to making the submission to the SC, as required under Paragraph 6.19 of the SC Guidelines. Nonetheless, TM believes that the current key management of RegionCo possesses the necessary expertise and capabilities to manage the operations of RegionCo; (ii) requirement for all trade debts owing to RegionCo by the proposed substantial shareholders of the TM International and companies controlled by them which exceed the normal credit period to be settled prior to the Proposed Listing, as required under Paragraph 6.20 of the SC Guidelines. The departure was in view of the extent of the shareholdings of TM International’s proposed substantial shareholders after the Proposed Demerger, which will comprise Khazanah, EPF, SASB and BNM (based on existing substantial shareholders of TM), in other companies, as well as the extent of RegionCo’s business. Nonetheless, such trade debts will be treated in the same manner as other trade debts, and provisions will be made when such amounts are not settled within the normal credit period; and (iii) if the Proposed Issue is carried out in conjunction with the Proposed Listing, the requirement that new ordinary shares of RM1.00 each in TM International to be issued may not be placed to, amongst others, directors or existing shareholders of TM International or persons connected to them, as required under Paragraph 7 of Guidance Note 6D of the SC Guidelines. TM International proposes that placement to existing shareholders of TM and persons connected to them be allowed if the Proposed Issue is carried out by way of a book-building exercise. This announcement is dated 26 December 2007. This announcement is not an offer for sale of securities in any jurisdiction, including in the United States of America (“US”). Securities may not be offered or sold in the US absent registration or an exemption from registration under the US Securities Act 1933, as amended. None of TM, TM International or any seller of securities intends to register any portion of the offering in the US or to conduct a public offering of securities in the US.