1. INTRODUCTION
We refer to our earlier announcement dated 4 December 2012 In relation to the Collaboration Agreement between TM, UEM Land Berhad (“UEML”) and Iskandar Investment Berhad on the provision of communication and ICT infrastructure and telecommunication services of a Smart and Connected Nusajaya in Iskandar Malaysia (“CA”).
Pursuant to the said CA, TM had today entered into the following agreements with Nusajaya Tech Park Sdn Bhd (“NTPSB”):
i) Sale and Purchase (Build to Suit) Agreement for the establishment of Nusajaya Data Centre (“NJDC”), a purpose built data centre facility in Nusajaya, Iskandar Malaysia (“Sale and Purchase (Build to Suit) Agreement”); and
ii) Service Agreement (“SA”) for the provision of Unifi services to Nusajaya Tech Park,
collectively “the Agreements”.
2. PARTICULARS OF THE AGREEMENTS
2.1 Sale and Purchase (Build to Suit) Agreement
(i) The Sale and Purchase (Build to Suit) Agreement would cover the purchase of a piece of freehold land situated within Nusajaya Tech Park of 7.94 acres (“Said Land”) and construction of the data centre and office infrastructure (core shell) for RM137.9 million.
(ii) The Said Land is located within part of a piece of freehold land formerly held under H.S(D) 257240 No. PTD2377 Mukim Tanjung Kupang, District Johor Bahru, Johor measuring approximately 87.512 hectares (the “Master Land”).
(iii) Basis of arriving at the Purchase Consideration
The Purchase Consideration was arrived at on a willing buyer and willing seller basis, after taking into consideration the market value arrived at by an independent registered valuer. The net book value of the Said Land is not available as TM is not privy to this information.
(iv) Valuation of the Said Land
Prior to the execution of the Sale and Purchase (Build to Suit) Agreement, TM had commissioned a valuation of the Said Land which was carried out by an independent registered valuer, JB Jurunilai Bersekutu Sdn Bhd (“Independent Valuer”). The basis of valuation adopted is the market value which is the estimated amount for which an asset should exchange on the date of valuation between a willing buyer and a willing seller in an arm’s-length transaction after proper marketing wherein the parties had each acted knowledgeably, prudently and without compulsion. The total value of land, building and other land improvements upon completion valued by the Independent Valuer amounts to RM137.0 million.
2.2 Service Agreement (“SA”) for the provision of UniFi services to Nusajaya Tech Park
Under the SA, TM will be providing connectivity services into Nusajaya Tech Park. The provision of UniFi services will be based on a smart partnership model, at a total value of RM1,962,696.
3. RATIONALE OF THE AGREEMENTS
The signing of the Agreements will pave the way towards realising the aspiration of a ‘Nusajaya smart city’. Following these Agreements, TM will play an integral role in establishing the eco-system to elevate Nusajaya into becoming Malaysia’s model of a completely modern digital city by bringing in world class telecommunications and ICT services, placing Nusajaya as a strategic commercial hub in the region.
4. BRIEF INFORMATION ON THE PARTIES
4.1 TM
TM, a public listed company duly incorporated in Malaysia on 12 October 1984, with an authorised share capital of RM3,528,003,015 divided into 5,040,000,020 ordinary shares of RM0.70 each, 1 Special Rights Redeemable Preference Share (“Special Share”) of RM1.00 each, 2,000 Class C Non-Convertible Redeemable Preference Shares (“NCRPS”) and 1,000 Class D NCRPS of RM1.00 each. The issued and paid-up share capital of the Company is RM2,603,561,225.30 comprising 3,719,368,999 ordinary shares of RM0.70 each, 1 Special Share of RM1.00, 2,000 Class C NCRPS of RM1.00 each and 925 Class D NCRPS of RM1.00 each.
The principal activities of TM are the establishment, maintenance and provision of telecommunications and related services.
4.2 NTPSB
NTPSB is a joint venture company between Ascendas Land (Malaysia) Sdn Bhd (Formerly known as Skala Mega Sdn Bhd) and UEM Land Berhad (“UEML”) where the equity ratio is 60% and 40% respectively. UEML is a wholly-owned subsidiary of UEM Sunrise Berhad (“UEMS”). NTPSB is mandated to promote, coordinate and drive the overall development of Nusajaya Tech Park.
5. FINANCIAL EFFECT
5.1 Share capital and substantial shareholders’ shareholdings
The Agreements will not have any effect on the issued and paid-up share capital as well as the substantial shareholders’ shareholdings of TM.
5.2 Earnings and Net Assets
The Agreements are not expected to have any material effect to the earnings and net assets of TM Group for the financial year ending 31 December 2015.
However, the Agreements are expected to contribute positively to the future earnings of TM.
6. APPROVALS REQUIRED
The Agreements are not subject to shareholders’ or any government authorities’ approval except for the transfer of land which is subject to state authority’s approval.
7. DIRECTORS’ AND MAJOR SHAREHOLDERS’ INTEREST
Save as disclosed below, none of the Directors and other major shareholders of TM and/or persons connected to them has any interest, whether direct or indirect, in the Projects:
i) Khazanah Nasional Berhad (“Khazanah”), a major shareholder of TM, is also common major shareholder of UEMS, the holding company of UEML.
ii) Tunku Dato’ Mahmood Fawzy Tunku Muhiyiddin, a nominee Director of Khazanah; and
iii) Nik Rizal Kamil Tan Sri Nik Ibrahim Kamil, alternate director to Tunku Dato’ Mahmood Fawzy Tunku Muhiyiddin.
8. AUDIT COMMITTEE STATEMENT
The Board Audit Committee (“BAC”) of TM (save for Tunku Dato’ Mahmood Fawzy Tunku Muhiyiddin, as an interested Director by virtue of his position as nominee of Director of Khazanah, a common major shareholder in TM and UEMS), having considered all aspects of the proposed Agreements, is of the view that the Agreements are in the best interest of TM, fair and reasonable and on normal commercial terms, and is not detrimental to the interest of the minority shareholders of TM.
The above view is arrived after having considered the rationale of the Agreements and the accretive value it brings to TM, the future positive recurring annual earnings to TM Group and potential new customers to be obtained from future collaboration with NTPSB and UEMS.
9. BOARD OF DIRECTORS’ STATEMENT
The Board of Directors of TM (save for Interested Directors, namely Tunku Dato’ Mahmood Fawzy Tunku Muhiyiddin and Nik Rizal Kamil Tan Sri Nik Ibrahim Kamil) having considered the recommendation of the BAC and the rationale of the Agreements, is of the view that the transactions are in the best interest of TM, fair and reasonable and on normal commercial terms and not detrimental to TM’s minority shareholders’ interests.
10. HIGHEST PERCENTAGE RATIO APPLICABLE PURSUANT TO PARAGRAPH 10.02 (G) OF THE MAIN MARKET LISTING REQUIREMENTS OF BURSA MALAYSIA SECURITIES BERHAD (“MAIN LR”)
Pursuant to paragraph 10.02 (g) of the Main LR, the highest percentage ratio applicable to the Agreements is 1.8%.
This announcement is dated 26 March 2015.
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