Investors

Axiata strives to raise our shareholder value by striking a balance between
short-term profitability and long-term growth.

TM International berhad ("TMI")
(i) Proposed Renounceable rights issue of New Ordinary shares of RM1.00 Each in TMI to Raise Gross Proceeds of Approximately RM5,250 Million ("Proposed Rights Issue");
(ii) Proposed Exemption For Khazanah Nasional Berhad ("Khazanah") From the Obligation to Carry Out A Mandatory Take-over Offer On the Remaining Voting Shares in TMI Not Held By Khazanah After The Proposed Rights Issue ("Proposed Exemption"); and
(iii) Proposed Increase In TMI's Authorised Share Capital and Corresponding Amendments To TMI's Memorandum And Articles Of Association

Back 03 Mar 2009
General Announcement
Reference No MM-090303-56619

Submitting Merchant Bank
:
 CIMB INVESTMENT BANK BERHAD
Company Name
:
 TM INTERNATIONAL BERHAD
Stock Name
:
 TMI
Date Announced
:
 03/03/2009


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

(I) PROPOSED RENOUNCEABLE RIGHTS ISSUE OF NEW ORDINARY SHARES OF RM1.00 EACH IN TMI TO RAISE GROSS PROCEEDS OF APPROXIMATELY RM5,250 MILLION ("PROPOSED RIGHTS ISSUE");

(II) PROPOSED EXEMPTION FOR KHAZANAH NASIONAL BERHAD ("KHAZANAH") FROM THE OBLIGATION TO CARRY OUT A MANDATORY TAKE-OVER OFFER ON THE REMAINING VOTING SHARES IN TMI NOT HELD BY KHAZANAH AFTER THE PROPOSED RIGHTS ISSUE ("PROPOSED EXEMPTION"); AND

(III) PROPOSED INCREASE IN TMI'S AUTHORISED SHARE CAPITAL AND CORRESPONDING AMENDMENTS TO TMI'S MEMORANDUM AND ARTICLES OF ASSOCIATION

Contents
:
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Announcement Details :

We refer to our announcement dated 27 February 2009 in relation to the Proposed Exemption.

On behalf of TMI, CIMB Investment Bank Berhad is pleased to announce that the Securities Commission ("SC") had, through its letter dated 3 March 2009, informed that it will consider the exemption for Khazanah under Practice Note 2.9.1 of the Malaysian Code on Take-Overs and Mergers, 1998, from the obligation to carry out a mandatory take-over offer on the remaining voting shares in TMI not held by Khazanah after the Proposed Rights Issue, upon the following conditions being met:

(i) approval has been obtained from the independent holders of voting shares of TMI, on a poll in a general meeting in which the interested parties are to abstain from voting. The result of the poll has to be confirmed by an independent auditor;

(ii) TMI shareholders have been provided with competent independent advice regarding the Proposed Exemption. The appointment of the independent adviser and the independent adviser's circular to shareholders are to be first approved and consented to by the SC; and

(iii) Khazanah has submitted a declaration (after TMI shareholders' general meeting) to the SC, attesting that it has not purchased any shares in TMI subsequent to the discussion in relation to the Proposed Rights Issue (with Khazanah stating the date of the said discussion) and until the granting of the Proposed Exemption by the SC (if so decided).

This announcement is dated 3 March 2009.

These materials are not an offer of securities for sale in or into the United States of America ("U.S."), Canada or Japan. The securities may not be offered or sold in the U.S. or to, or for the account or benefit of, U.S. persons (as such term is defined in Regulation S under the U.S. Securities Act of 1933, as amended) unless they are registered or exempt from registration. There will be no public offer of securities in the U.S..