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 Change of Name to Axiata Group Berhad from TM International Berhad;
(ii) Proposed Amendment to the articles of Association of TMI;
(iii) Proposed Increase in tmi's Authorised share Capital and Corresponding Amendments to TMI's Memorandum and Articles of Association;
(iv) Proposed Renounceable rights Issue of New Ordinary shares of RM1.00 Each In TMI ("TMI Shares") ("Rights Shares") to Raise Gross Proceeds of Approximately RM5,250 Million ("Proposed Rights Issue");
(v) Proposed Exemption for Khazanah Nasional Berhad ("Khazanah") From the Obligation to Carry Out A Mandatory Take-over Offer On the Remaining TMI Shares Not Held By Khazanah After the Proposed Rights Issue; and
(vi) Proposed Long Term Performance-based Employee Share Option Scheme For Eligible Employees And Executive Directors of The TMI Group Of Companies (Collectively Referred To As "Proposals")

Back 24 Mar 2009
General Announcement
Reference No MM-090324-55326

Submitting Merchant Bank
:
 CIMB INVESTMENT BANK BERHAD 
Company Name
:
 TM INTERNATIONAL BERHAD 
Stock Name
:
 TMI
Date Announced
:
 24/03/2009


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

(I) PROPOSED CHANGE OF NAME TO AXIATA GROUP BERHAD FROM TM INTERNATIONAL BERHAD;

(II) PROPOSED AMENDMENT TO THE ARTICLES OF ASSOCIATION OF TMI;

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

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

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

(VI) PROPOSED LONG TERM PERFORMANCE-BASED EMPLOYEE SHARE OPTION SCHEME FOR ELIGIBLE EMPLOYEES AND EXECUTIVE DIRECTORS OF THE TMI GROUP OF COMPANIES

(COLLECTIVELY REFERRED TO AS "PROPOSALS")

Contents
:
-

Announcement Details :


We refer to the announcements dated 10 February 2009, 26 February 2009, 27 February 2009, 2 March 2009, 3 March 2009, 6 March 2009, 16 March 2009 and the announcement dated today in relation to the Proposals, where applicable.  

On behalf of TMI's Board of Directors, CIMB Investment Bank Berhad ("CIMB") is pleased to announce the following: 

(i)          that the shareholders of TMI have approved all the resolutions, as set out in the Notice of Extraordinary General Meeting ("EGM") dated 3 March 2009 and Notice of Additional Resolutions dated 10 March 2009, that were considered at TMI's EGM held today; 

(ii)        that the Securities Commission ("SC") has, through its letter dated 23 March 2009, approved the Proposed Rights Issue. 

The approval from the SC for the Proposed Rights Issue is subject to the condition that CIMB and TMI will fully comply with the relevant requirements under the SC's Guidelines on the Offering of Equity and Equity-Linked Securities pertaining to the implementation of the Proposed Rights Issue; and 

(iii)        that TMI has today entered into an underwriting agreement with CIMB, RHB Investment Bank Berhad and Maybank Investment Bank Berhad (collectively referred to as the "Underwriters"), whereby the Underwriters would underwrite 2,603.3 million Rights Shares or approximately 55.49% of the total issue size. The remaining balance of 2,088.4 million Rights Shares or approximately 44.51% of the total issue size, represents Khazanah's entitlement under the Proposed Rights Issue, for which it has provided an irrevocable undertaking to subscribe in full or procure the subscription in full.           

             On the same date, CIMB has entered into an agreement with Khazanah in relation to the Additional Support (as defined in the announcement dated 26 February 2009) whereby CIMB has the right, but not the obligation, to require Khazanah to subscribe for up to approximately 20.0% of the Rights Shares.  

In view of the above, the Proposed Rights Issue will be fully underwritten/supported.  

This announcement is dated 24 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..