1. SALIENT TERMS OF THE AGREEMENTS
1.1 Sale and Purchase Agreement (“SPA 1”)
Under SPA 1, MAB (as “Purchaser”) will purchase Menara TM, Wisma TM Taman Desa and Cyberjaya Complex from TM (as “Seller”) at a total consideration of RM850 Million.
1.2 Sale and Purchase Agreement dated 28 August 2007 and Supplemental Agreement in respect of Menara Celcom (“SPA 2”)
Under SPA 2, MAB (as “Purchaser”) will purchase Menara Celcom from TM (as “Seller”) at a total consideration of RM150 Million.
1.3 Master Ijarah Agreement
Under the Master Ijarah Agreement, MAB (as “Lessor/Issuer”) agree, that upon completion of the sale and purchase of Menara TM, Menara Celcom, Wisma TM Taman Desa and Cyberjaya Complex (collectively referred to as the “Properties”), it shall grant leases to TM (as “Lessee”) in respect of the said Properties upon the terms and conditions set out therein. TM will continue to occupy, maintain and manage the Properties.
The Agreements are subject to the conditions precedent to be met by the parties prior to issuance of the ABS Sukuk Ijarah, which include among others:
- The approval of the Securities Commission which have been obtained on 27 July 2007 and 26 November 2007;
- Submission of the respective parties’ board resolutions and incorporation documents;
- The conditions precedents set out in the sale and purchase agreements for the Properties including obtaining the requisite approvals from authorities for subdivision of the land on which the Cyberjaya Complex is located which has been obtained on 17 August 2007 and obtaining the consent to transfer for Menara Celcom which has been obtained on 14 September 2007 and surrendering of the master title to the Cyberjaya Complex by TM to the relevant land authorities; and
- The conditions precedents set out in the Master Ijarah Agreement including the issuance of the Lessee’s Letter of Undertaking and the Letter of Notification to the respective sub-tenants by TM.
2. INFORMATION ON MAB MAB was incorporated under the Companies Act 1965 as a public company limited by shares on 15 October 2004. Its authorised share capital is RM100,000.00 comprising 100,000 ordinary shares of RM1.00 each, out of which 2 ordinary shares of RM1.00 each was fully paid-up by PB Trustee Services Berhad. It is a special purpose company whose principal activities are limited to implementing asset securitisation programmes, including raising funds through issuance of the Sukuk to purchase several properties from TM and entering into a long-term lease arrangement with TM. 3. ESTIMATED TIME FRAME FOR COMPLETION OF THE PROPOSED TRANSACTION The Proposed Transaction is expected to be completed by end January 2008. 4. DOCUMENT AVAILABLE FOR INSPECTION The Agreements are available for inspection at the registered office of TM at Level 51, North Wing, Menara TM, Jalan Pantai Baharu, 50672 Kuala Lumpur during normal business hours from Mondays to Fridays (except public holidays) for a period of three (3) months from the date of this announcement. This announcement is dated 2 January 2008.