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TM International Berhad ("TMI")

Back 30 Jul 2008
General Announcement
Reference No MM-080730-63188

Submitting Merchant Bank
:
 CIMB INVESTMENT BANK BERHAD 
Company Name
:
 TM INTERNATIONAL BERHAD 
Stock Name
:
 TMI
Date Announced
:
 30/07/2008


Type
:
 Announcement
Subject
:
TM INTERNATIONAL BERHAD ("TMI")

Contents
:
(I) PROPOSED SUBSCRIPTION BY TMI MAURITIUS LTD ("TMI MAURITIUS"), A WHOLLY-OWNED SUBSIDIARY OF TMI, OF 464,734,670 NEW ORDINARY SHARES OF INDIAN RUPEE ("RS.") 10 EACH IN IDEA CELLULAR LIMITED ("IDEA"), REPRESENTING APPROXIMATELY 14.99% OF THE ENLARGED ISSUED SHARE CAPITAL OF IDEA ("PROPOSED SUBSCRIPTION");

(II) PROPOSED MANDATORY GENERAL OFFER BY IDEA TOGETHER WITH TMI, TMI MAURITIUS, TMI INDIA LTD ("TMI INDIA") AND GREEN ACRE AGRO SERVICES PRIVATE LIMITED ("GAASPL") AS PERSONS ACTING IN CONCERT ("PAC") WITH IDEA, FOR THE REMAINING 137,985,050 ORDINARY SHARES OF RS.10 EACH IN SPICE COMMUNICATIONS LIMITED ("SPICE"), NOT HELD BY IDEA AND THE PAC ("PROPOSED OFFER"); AND

(III) PROPOSED MERGER OF SPICE AND IDEA ("PROPOSED MERGER")

(COLLECTIVELY REFERRED TO AS THE "PROPOSALS")

Announcement Details :

We refer to our announcement dated 25 June 2008 and 15 July 2008 in relation to the Proposals.

On behalf of TMI, CIMB Investment Bank Berhad wishes to announce that TMI India, a wholly-owned subsidiary of TMI, had on 30 July 2008, entered into a Shareholders Agreement with GAASPL, Idea and Spice relating to Spice ("Spice Shareholders Agreement"). The entry into the Spice Shareholders Agreement is pursuant to the terms of the Merger Cooperation Agreement that was entered into on 25 June 2008 between TMI, TMI Mauritius, TMI India, Spice, Idea, GAASPL and Aditya Birla Nuvo Limited ("Merger Cooperation Agreement"). The Spice Shareholders Agreement sets out the terms and conditions for the operations of Spice and the relationship as shareholders in Spice, including matters such as transfer restrictions on the shareholdings of the parties and composition of the Board of Directors of Spice.

The salient terms of the Spice Shareholders Agreement are as follows:

(i)            TMI India, GAASPL and Idea (collectively "Shareholders") acknowledge and agree that Spice's Board of Directors shall comprise of 8 Directors, of whom 4 shall be appointed by the Shareholders and 4 shall be independent.

Of the 4 Directors to be appointed by the Shareholders:

(a)           Idea shall be entitled to appoint 2 Directors so long as Idea and GAASPL collectively hold more than 25% of the total issued shares of Spice; and

(b)           TMI India shall be entitled to appoint 2 Directors so long as it holds more than 25% of the total issued shares of Spice. 

Of the 4 independent Directors to be appointed, Idea and TMI India shall be entitled to nominate 2 independent Directors each.  The Chairman of Spice's Board of Directors shall be nominated by Idea at the commencement of each Board meeting.  The Chairman shall not have a second or casting vote;

(ii)           The Shareholders and Spice acknowledge and agree that Idea shall have responsibility for the day-to-day management of Spice; and

(iii)          Save as set out in the Merger Cooperation Agreement, each of the Shareholders undertake that until the earlier of 30 September 2009 and the date on which the conditions precedent to the Scheme of Arrangement of the Proposed Merger are met, it shall not:

(a)        mortgage, pledge or encumber its legal and beneficial interest in any of its Spice Shares other than any floating charge that exists in favour of any of Idea's lenders;

(b)        sell, transfer or dispose of any of its Spice Shares or any legal or beneficial interest;

(c)        enter into any agreement relating to the voting rights attached to its Spice Shares; or

(d)        agree to do any of the above.

As Spice will be liquidated without being wound up upon completion of the Proposed Merger, the Spice Shareholders Agreement will cease to be of any effect upon completion of the Proposed Merger.

A copy of the Spice Shareholders Agreement is available for inspection at TMI's registered office at Level 42, North Wing, Menara TM, Jalan Pantai Baharu, 50672 Kuala Lumpur during normal business hours from Monday to Friday (except for public holidays) for a period of 3 months from the date of this announcement.

This announcement is dated 30 July 2008.