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TM INTERNATIONAL BERHAD ("TMI")
(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") |
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Announcement Details :
TMI is pleased to announce the following:
(i) pursuant to the terms of the Merger Cooperation Agreement dated 25 June 2008 entered into between TMI, TMI Mauritius, TMI India, Spice, Idea, GAASPL and Aditya Birla Nuvo Limited ("Merger Cooperation Agreement"), Idea together with the PAC have acquired a total of 130,380,693 ordinary shares of Rs.10 each in Spice ("Spice Shares") of the 137,985,050 remaining Spice Shares not held by Idea and the PAC in the following manner:
(a) TMI India has acquired 67,612,650 Spice Shares under the Proposed Offer, representing approximately 9.8% of the total issued and paid-up share capital of Spice;
(b) GAASPL has acquired 60,768,043 Spice Shares under the Proposed Offer, representing approximately 8.8% of the total issued and paid-up share capital of Spice; and
(c) Idea has acquired 2,000,000 Spice Shares from the open market, representing approximately 0.3% of the total issued and paid-up share capital of Spice.
TMI India and GAASPL have paid in full the consideration for the said acquisitions under the Proposed Offer; and
(ii) the Proposed Offer has been completed on 24 October 2008.
As at 24 October 2008, TMI through its wholly-owned subsidiary, TMI India, holds 338,063,250 Spice Shares, representing approximately 49.0% of the total issued and paid-up share capital of Spice. Idea and GAASPL respectively hold 283,489,350 Spice Shares, representing approximately 41.1% of the total issued and paid-up share capital of Spice, and 60,768,043 Spice Shares, representing approximately 8.8% of the total issued and paid-up share capital of Spice. The remaining 7,604,357 Spice Shares, representing approximately 1.1% of the total issued and paid-up share capital of Spice, is held by minority shareholders of Spice.
This announcement is dated 24 October 2008.
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