Contents :
Not for distribution in the United States of America
We refer to our announcements dated 10 December 2007 and 26 December 2007 in relation to, amongst others, the above. On behalf of TM’s Board of Directors, we, CIMB Investment Bank Berhad (“CIMB”) are pleased to announce that the Securities Commission (“SC”) and the SC (on behalf of the Foreign Investment Committee) had, through its letter dated 30 January 2008 (“Approval Letter”), approved the Proposed Demerger, Proposed Listing and proposed issuance of up to 10% of the enlarged issued and paid-up share capital of TM International after the Proposed Demerger (collectively referred to as the “Proposals”). The approval of the SC is subject to the following conditions: (i) CIMB and TM International should disclose in the listing prospectus the following:
-
(a) details on how and when TM International is to finance the repayment of the amount owing to TM pursuant to the Proposed Internal Restructuring (as defined in our announcement dated 10 December 2007); and
(b) impact to the operation and financials of Celcom (Malaysia) Berhad (“Celcom”) in the event that the approvals sought for the construction of the transmission towers and rooftop sites (“Outdoor Structures”) owned by the Celcom group of companies (“Celcom Group”) are not obtained;
(ii) with regards to the Celcom Group’s Outdoor Structures:
-
(a) TM/TM International to obtain the relevant approvals for all Outdoor Structures within 2 years from the date of the Approval Letter;
-
(b) TM International, when listed, to make quarterly announcements on the status of application on the Outdoor Structures to Bursa Securities until such approvals are obtained; and
(c) TM International/CIMB to update the SC on the status of the application every quarter until such approvals are obtained;
(iii) the new directors to be appointed to TM International’s Board of Directors should submit their respective declarations in accordance with the SC’s Policies and Guidelines on Issue/Offer of Securities (“Issues Guidelines”) prior to the issuance of the listing prospectus of TM International; (iv) the proposed substantial shareholder of TM International upon completion of the Proposed Demerger, namely Khazanah Nasional Berhad, should submit the details and confirmation in relation to, amongst others, the disclosure of circumstances that could result in a conflict of interests situation as required under the SC's Format and Content of Applications for Initial Public Offering prior to the issuance of the listing prospectus of TM International; (v) for the purpose of complying with the National Development Policy requirement, at least 30% of the enlarged share capital upon the listing of TM International should be held by Bumiputera shareholders. The existing Bumiputera shareholders in TM International should be recognised by Minister of Finance, Incorporated (“MoF Inc”) and the allocation and nomination of new Bumiputera investors should be approved by MoF Inc; (vi) TM to comply with any equity condition that may be imposed by MoF Inc pursuant to the Proposed Demerger; (vii) TM/Celcom to comply with any equity condition that may be imposed by the Malaysian Communications and Multimedia Commission for the transfer of the 3G Spectrum Assignment (as defined in our announcement dated 10 December 2007) under the Proposed Demerger; and (viii) CIMB, TM and TM International should inform the SC upon completion of the Proposals and provide a confirmation to the SC that TM International has complied with the terms and conditions of approval and all other relevant requirements in implementing the Proposals under the Issues Guidelines. This announcement is dated 4 February 2008. 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.