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Telekom Malaysia Berhad ("TM") Proposed Acquisition By TM International Berhad ("TM International") And Indocel Holding Sdn Bhd, Both Wholly-Owned Subsidiaries Of TM, From Khazanah Nasional Berhad ("Khazanah") Of Equity Interests In Sunshare Investments Ltd And Pt Excelcomindo Pratama TBK ("Proposed Acquisition")

Back 20 Feb 2008
General Announcement
Reference No MM-080219-67477

Submitting Merchant Bank
:
CIMB INVESTMENT BANK BERHAD 
Company Name
:
TELEKOM MALAYSIA BERHAD 
Stock Name
:
TM
Date Announced
:
20/02/2008


Type : Announcement
Subject : TELEKOM MALAYSIA BERHAD ("TM")

PROPOSED ACQUISITION BY TM INTERNATIONAL BERHAD ("TM INTERNATIONAL") AND INDOCEL HOLDING SDN BHD, BOTH WHOLLY-OWNED SUBSIDIARIES OF TM, FROM KHAZANAH NASIONAL BERHAD ("KHAZANAH") OF EQUITY INTERESTS IN SUNSHARE INVESTMENTS LTD AND PT EXCELCOMINDO PRATAMA TBK ("PROPOSED ACQUISITION")

Contents :
Not for distribution in the United States of America

We refer to our announcements dated 6 February 2008 and 15 February 2008 in relation to the Proposed Acquisition. 

On behalf of TM, we are pleased to announce that the Securities Commission ("SC") had, through its letter dated 18 February 2008, 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 to acquire the remaining voting shares in TM International ("TM International Shares") not held by Khazanah pursuant to the issuance of new TM International Shares under the Proposed Acquisition ("Proposed Exemption"), upon the following conditions being met:

(i) approval has been obtained from the independent holders of voting shares of TM, 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) TM 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.

TM had, on 31 January 2008, appointed Public Investment Bank Berhad as the independent adviser for the Proposed Acquisition and Proposed Exemption. The SC had, on 18 February 2008, approved the said appointment; and


(iii) Khazanah has submitted a declaration to the SC (after TM shareholders' general meeting) attesting that it has not purchased any TM International Shares in the 6 months before the posting of the circular relating to the Proposed Acquisition and Proposed Exemption to TM's shareholders, but subsequent to the discussion in relation to the Proposed Acquisition and Proposed Exemption and until the granting of the Proposed Exemption by the SC (if so decided).


This announcement is dated 20 February 2008.

This announcement is not an offer for sale of securities in any jurisdiction, including in the United States of America ("US"). Securities may not be offered or sold in the US absent registration or an exemption from registration under the US Securities Act 1933, as amended. None of TM, TM International or any seller of securities intends to register any portion of the offering in the US or to conduct a public offering of securities in the US.

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