Transactions (Chapter 10 Of Listing Requirements):Non Related Party Transactions

18 November 2014

Type Announcement
Subject TRANSACTIONS (CHAPTER 10 OF LISTING REQUIREMENTS)
NON RELATED PARTY TRANSACTIONS
Description FRAMEWORK AGREEMENT FOR THE PROVISION OF DIGITAL TERRESTRIAL TELEVISION INFRASTRUCTURE, NETWORK FACILITIES AND RELATED SERVICES

1.INTRODUCTION

We wish to announce that Telekom Malaysia Berhad (“TM”) has today entered into a Framework Agreement (“FA”) with MYTV Broadcasting Sdn Bhd (“MTVB”) for the provision of Digital Terrestrial Television (“DTT”) infrastructure, network facilities and related services (“DTT Services”) in Malaysia.

2.SALIENT TERMS OF THE FA

Under the terms of the FA, TM and MTVB shall enter into the following Definitive Agreements for the DTT Services on such date to be mutually agreed upon:

a)Broadcast Service Agreement consisting of:

(i)Terrestrial Distribution Network Services;

(ii)Satellite Distribution Network Services;

(iii)Broadcast Contribution Network Services;

(iv)Station Facilities and Infrastructure Services;

(v)Operation & Maintenance Services; and

b)Service Agreements for the following services:

(i)Satellite Transponder;

(ii)IP Virtual Private Network (IPVPN) Services for Call Centre, Customer Interaction Centre and Content Applications Service Provider Video Contribution;

(iii)Business Process Outsourcing (BPO) for Contact Centre; and

(iv)Akamai Content Delivery Network.

The DTT Services shall be accorded to MTVB for a period of 15 years with an annual contract value of RM70.47 Million.

3.RATIONALE OF THE FA

The FA is to govern the general principle terms for the subscription of various telecommunication services and solutions for the DTT Services by MTVB from TM, inclusive of data services, access services, managed services, broadcast services, ICT and BPO and infrastructure services.

The subscription of DTT Services from TM shall allow MTVB which has been awarded the license by the Government to operate the infrastructure and network facilities for DTT in Malaysia, to realize the migration of analogue terrestrial broadcasting to digital throughout the country by 2016. The initiative is under the purview of the Ministry of Communications and Multimedia.

4.BRIEF INFORMATION ON THE PARTIES

4.1 TM

TM, a public listed company duly incorporated in Malaysia on 12 October 1984, with an authorised share capital of RM3,528,003,015 divided into 5,040,000,020 ordinary shares of RM0.70 each, 1 Special Rights Redeemable Preference Share of RM1.00, 2,000 Class C Non-Convertible Redeemable Preference Shares (“NCRPS”) of RM1.00 each and 1,000 Class D NCRPS of RM1.00 each. The issued and paid-up share capital of the Company is RM2,603,561,225.30 comprising 3,719,368,999 ordinary shares of RM0.70 each, 1 Special Rights Redeemable Preference Share of RM1.00, 2,000 Class C NCRPS of RM1.00 each and 925 Class D NCRPS of RM1.00 each.

The principal activities of TM are the establishment, maintenance and provision of telecommunications and related services.

4.2MTVB

MTVB is a private company duly incorporated in Malaysia on 7 April 2010, with an authorised share capital of RM2,000,000.00 divided into 2,000,000 ordinary shares of RM1.00 each of which all has been duly issued and fully paid-up.

MTVB is a wholly owned subsidiary of Puncak Semangat Sdn Bhd and is established as its special purpose vehicle to build and operate the infrastructure and network facilities for DTT Services in Malaysia as well as handling all aspects of the DTT project.

5.FINANCIAL EFFECT

5.1Share capital and substantial shareholders’ shareholdings

The FA will not have any effect on the issued and paid-up share capital as well as the substantial shareholders’ shareholdings of TM.

5.2 Earnings and Net Assets

The FA is not expected to have any material effect to the earnings and net assets of TM Group for the financial year ending 31 December 2014. However, it is expected to contribute positively to future earnings of TM.

6. APPROVALS REQUIRED

The FA is not subject to shareholders’ or any government authorities’ approval.

7. DIRECTORS’ AND MAJOR SHAREHOLDERS’ INTEREST

None of the Directors and other major shareholders of TM and/or persons connected to them has any interest, whether direct or indirect, in the FA.

8.BOARD OF DIRECTORS’ STATEMENT

The Board of Directors of TM having taken into consideration of all aspect of the FA is of the opinion that the FA is in the best interest of TM.

9. HIGHEST PERCENTAGE RATIO APPLICABLE PURSUANT TO PARAGRAPH 10.02 (g) OF THE MAIN MARKET LISTING REQUIREMENTS OF BURSA MALAYSIA SECURITIES BERHAD (“MAIN LR”)

Pursuant to paragraph 10.02 (g) of the Main LR, the highest percentage ratio applicable to the FA is 14.8%.

This announcement is dated 18 November 2014.


Announcement Info

Company Name TELEKOM MALAYSIA BERHAD
Stock Name TM
Date Announced 18 Nov 2014
Category General Announcement
Reference No TM-141118-43897