Kuala Lumpur High Court Civil Suit No: D3-22-1242 Of 2008 Celcom (Malaysia) Berhad V Telekom Malaysia Berhad, Telekom Enterprise Sdn Bhd & 19 Others

29 July 2008

Type Announcement
Subject KUALA LUMPUR HIGH COURT CIVIL SUIT NO: D3-22-1242 OF 2008
CELCOM (MALAYSIA) BERHAD V TELEKOM MALAYSIA BERHAD, TELEKOM ENTERPRISE SDN BHD & 19 OTHERS
Contents On 29 July 2008, Telekom Malaysia Berhad (“TM”) and its wholly owned subsidiary, Telekom Enterprise Sdn Bhd (“TESB”) have, through their solicitors, been served with a copy of the Writ and Statement of Claim dated 10 July 2008 (“the Suit”) by Celcom (Malaysia) Berhad (“Celcom”).
The Suit is a statutory derivative action brought in the name of Celcom, pursuant to Section 181A (1) of the Companies Act 1965. By a Court Order dated 9 July 2008, leave was granted to Mohd Shuaib Ishak, a former shareholder of Celcom, to bring the Suit on behalf of Celcom. The Suit arises from the Amended and Restated Supplemental Agreement dated 4 April 2002 entered into between among others Celcom and DeTe Asia Holding GmbH (“DeTeAsia”), the acquisition of Celcom shares by TESB, the consequent Mandatory General Offer exercise implemented by TM and the de-merger exercise of the mobile and fixed-line businesses of the TM Group.


In the Suit, Celcom seeks from the defendants; TM, TESB and nineteen others, including the former and existing directors of Celcom and TM, jointly and severally, the following principal relief:


(a) The sum of US$ 232,999,745.80, being the amount paid by Celcom to DeTeAsia under the Award;

(b) A Declaration that the Sale and Purchase Agreement dated 28.10.2002 (SPA) between Celcom and TM (or TESB) for the Acquisition by Celcom of the shares in TM Cellular Sdn Bhd, and all other matters undertaken there under including but not limited to the issuance of shares by Celcom is illegal and void and of no effect;

(c) A Declaration that all purchases of shares in Celcom made by TESB and/or TM and/or parties acting in concert with them with effect from and including the date of the Notice of Mandatory Offer dated 3.4.2003 issued by CIMB is illegal and void and of no effect;

(d) All necessary and fit orders and directions as may be required to give effect to the aforesaid Declarations as this Honourable Court thinks fit including but not limited to directions for the rescission of all transfers of shares of Celcom made after the Notice of Mandatory Offer for shares in Celcom dated 3.4.2003 and the repayment of all dividends and distributions made by Celcom after the completion of the said SPA;

(e) That TM by itself, its servants and agents be restrained from giving effect to or executing any of the proposals set out in the Announcements by the Board of Directors of TM to Bursa Malaysia Bhd dated 28.9.2007 relating to the proposed de-merger of the mobile and fixed-line Businesses of the TM Group or in the event that any such proposals have been completed that TM by itself, its servants and agents take all such steps as shall be required to rescind such completed proposals;

(f) General damages to be assessed;

(g) Damages for conspiracy to be assessed;

(h) Damages for fraud to be assessed;

(i) Damages for fraudulent misrepresentation and/or negligence to be assessed;

(j) Damages for the breach of statutory duty to be assessed;

(k) Aggravated damages and exemplary damages to be assessed;

(l) Punitive damages;

(m) all necessary and fit orders and directions as may be required to give effect to the aforesaid Declarations and Orders and/or as this Honourable Court thinks fit;

(n) Interest;

(o) Costs;

(p) Such further and/or other relief as this Honourable Court thinks fit and just to grant in the circumstances.

TM and TESB have appointed solicitors to represent them in the Suit and will vigorously defend the claim. A further announcement will be made on any material development.


Announcement Info

Company Name TELEKOM MALAYSIA BERHAD
Stock Name TM
Date Announced 29 Jul 2008
Category General Announcement
Reference No TM-080729-56900