Announcement Details :
I-Mobile, a company in the Samart Group, is a wholly owned subsidiary company of Samart I-Mobile Public Company Limited ("Samart I-Mobile"). TMI, as at the date of this announcement, holds 24.42% of the issued and paid-up share capital of Samart I-Mobile.
Upon the completion of the Proposed Acquisition, C-Mobile will be a wholly-owned subsidiary of CT Paging.
SALIENT TERMS OF THE SHARES SALE AGREEMENT
The purchase consideration of RM2,550,000.00 ("Purchase Consideration") for the entire 51% equity interest in C-Mobile comprising 2,550,000 ordinary shares of RM1.00 each ("Sale Shares") is payable in cash within a period of 1 month ("Completion Date") from the date of the execution of the Shares Sale Agreement.
Upon the completion of the Proposed Acquisition:
- the Joint Venture Agreement dated 16 January 2007 executed between CT Paging and I-Mobile for the establishment of C-Mobile, shall be terminated; and
- I-Mobile and the Samart Group will continue to provide the required support in relation to the business of C-Mobile for a period of 1 year from the Completion Date.
SOURCES OF FUNDS
The Purchase Consideration for the Sale Shares will be funded through internally generated funds.
RATIONALE FOR THE PROPOSED ACQUISITION
The Proposed Acquisition is to allow Celcom to have total control of C-Mobile which is principally involved in sales and distribution of mobile devices and retail channel for Celcom service.
FINANCIAL EFFECTS OF THE PROPOSED ACQUISITION
The Proposed Acquisition does not have any effect on the issued and paid-up share capital of TMI and is not expected to have any material effect on the earnings, gearing and net assets of the TMI Group for the financial year ending 31 December 2009.
APPROVALS OF SHAREHOLDERS AND AUTHORITIES
The Proposed Acquisition is not subject to the approval of the shareholders' of TMI and any relevant governmental authorities.
DIRECTORS' AND MAJOR SHAREHOLDERS' INTEREST
Save for Dato' Yusof Annuar Yaacob, none of the Directors and major shareholders of TMI and/or persons connected to them have any interest direct or indirect in the Proposed Acquisition. Dato' Yusof Annuar Yaacob, the Executive Director/Group Chief Financial Officer of TMI is also a Director of Celcom and Samart I-Mobile.
DOCUMENT FOR INSPECTION
The Shares Sale Agreement dated 19 February 2009 is available for inspection during normal office hours from Monday to Friday (excluding public holidays) at the registered office of TMI for a period of 3 months from the date of this announcement.
This announcement is dated 19 February 2009. |
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