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Proposed Disposal by Indocel Holding Sdn Bhd ("Indocel"), A Wholly-owned Subsidiary of TM International Berhad ("TMI"), of Part of its Equity Interest in Pt Excelcomindo Pratama TBK ("XL") ("Proposed Share Disposal"); and Proposed Mandate In Relation to the Planned Sale By XL of Its Telecommunications Towers And Certain Related Assets ("Proposed Sale Of Towers") (Collectively Referred To As The "Proposals")

Back 27 Aug 2008
General Announcement
Reference No TI-080827-48570

Submitting Merchant Bank
:
 N/A 
Company Name
:
 TM INTERNATIONAL BERHAD 
Stock Name
:
 TMI
Date Announced
:
 27/08/2008


Type
:
 Announcement
Subject
:
PROPOSED DISPOSAL BY INDOCEL HOLDING SDN BHD ("INDOCEL"), A WHOLLY-OWNED SUBSIDIARY OF TM INTERNATIONAL BERHAD ("TMI"), OF PART OF ITS EQUITY INTEREST IN PT EXCELCOMINDO PRATAMA TBK ("XL") ("PROPOSED SHARE DISPOSAL"); AND

PROPOSED MANDATE IN RELATION TO THE PLANNED SALE BY XL OF ITS TELECOMMUNICATIONS TOWERS AND CERTAIN RELATED ASSETS ("PROPOSED SALE OF TOWERS")

(COLLECTIVELY REFERRED TO AS THE "PROPOSALS")

Contents
:
We refer to our announcements dated 6 August 2008 and 20 August 2008 in relation to the Proposals.

Announcement Details :

1. INTRODUCTION
TMI wishes to announce that the Board of Directors of TMI had, on 26 August 2008, approved the following:

(i) proposed disposal by Indocelof part of its equity interest in XL; and

(ii) proposed mandate in relation to the planned sale and transfer by XL of its telecommunications towers ("Towers"), together with certain related assets.

2. DETAILS OF THE PROPOSALS
2.1 PROPOSED SHARE DISPOSAL
The Proposed Share Disposal involves the disposal by Indocel of part of its equity interest in XL.

The Proposed Share Disposal is intended to increase the public shareholding spread of XL shares ("XL Shares"). As at 19 August 2008, only 0.234% of XL's total issued and paid-up share capital is owned by the public. The low shareholding spread has resulted in the trading of XL Shares in the market being illiquid.

The final terms for the Proposed Share Disposal (which includes the number of XL Shares to be sold, sale consideration and the mode of execution), if implemented, are not able to be determined at this time as they are subject to, amongst others, investor interest, discussions with potential investors and the prevailing market conditions at the relevant time.

2.2 PROPOSED SALE OF TOWERS
 
The Proposed Sale of Towers involves a proposed mandate to XL for the sale and transfer by XL of up to 10,000 Towers.

The Proposed Sale of Towers was proposed by XL to, among others, capitalize on the growth of the telecommunications tower industry in Indonesia, allow XL to focus on its core business of providing telecommunications service to its subscribers and to facilitate XL's compliance with regulations promulgated by the Minister of Communication and Information Technology of the Republic of Indonesia on the use and sharing of telecommunications towers.

The final terms for the Proposed Sale of Towers (including, amongst others, the number of towers to be sold, sale consideration and transaction structure) have not been determined at this point in time and are dependent on, amongst others, the negotiation and execution of definitive transaction documentation and prevailing market conditions at the relevant time.

3. FURTHER INFORMATION
TMI will make the necessary announcements in relation to the details of the Proposals once the terms for the Proposals are finalized and agreed upon between the relevant parties to the Proposals.

This announcement is dated 27 August 2008.

This is not an offer of XL Shares for sale or a solicitation of offers to buy XL Shares. The XL Shares may not be offered or sold in the United States absent registration or an exemption from registration, or in any other jurisdiction except in compliance with applicable laws. Any offering of XL Shares will only be made by means of an offering document in compliance with applicable laws. XL does not intend to register any portion of the XL Shares in the United States or elsewhere or to conduct a public offering of XL Shares in the United States or any other jurisdiction