Bursa Announcements

Contents :

On 26 December 1997, Commerce International Merchant Bankers Berhad ("CIMB") announced on behalf of the Board of TCMH ("Board") that the implementation of the Proposals will be deferred in the light of the then economic and stock market conditions in Malaysia. On 3 December 1998, CIMB announced that the Securities Commission ("SC") had approved an extension of time of one (1) year to 3 December 1999 for the implementation of the Proposals.  

On behalf of the Board, CIMB is pleased to announce that certain variations will be made to the Proposals to facilitate the successful implementation of the Proposals in view of the weak, albeit improving, share market and economic conditions ("Proposed Variation").

2. SALIENT FEATURES OF THE REVISED PROPOSALS

The salient features of the Proposals incorporating the Proposed Variation ("Revised Proposals") are as follows:-

2.3 Granting to Newco A and Newco T of rights to purchase APM and WTCH shares from TCMH over a five (5) year period

- In keeping with the original terms of the Proposals as approved by the SC, TCMH will undertake to dispose of the balance of the 50% equity interest in APM and WTCH to Bumiputera investors approved by the Ministry of International Trade and Industry ("MITI") ("Bumiputera Investors") and the controlling shareholders of TCMH on a 60:40 basis via Newco A and Newco T.

- As the Bumiputera Investors have not been identified yet, it is proposed that TCMH enter into agreements with Newco A and Newco T to grant Newco A and Newco T the rights to purchase the APM and WTCH shares respectively at a fixed price over a period of five (5) years. Newco A and Newco T are independent special purpose companies incorporated to facilitate the transfer of APM and WTCH shares to Bumiputera Investors and the controlling shareholders in the future.

- Based on current economic conditions, the valuation for APM and WTCH has been revised to RM298,922,000 and RM122,144,000 respectively. The purchase price for the APM and WTCH shares will therefore be fixed at RM1.48 and RM1.82 per share respectively.

2.4 Listing of APM and WTCH

- On the completion of the above, the entire issued and paid-up share capital of APM and WTCH will be listed on the Main Board of the KLSE by way of introduction.

2.5 Disposal of APM and WTCH shares to Bumiputera Investors and Controlling Shareholders

- As and when the Bumiputera Investors indicate their acceptances to the MITI to acquire the APM or WTCH shares, Newco A or Newco T, as the case may be, will exercise its rights to acquire the requisite number of APM or WTCH shares. Newco A and Newco T will then dispose of the APM and WTCH shares at the same fixed price of RM1.48 and RM1.82 respectively to Bumiputera Investors and the controlling shareholders on a 60:40 basis. This process may occur a few times until all the APM/WTCH shares have been disposed of by TCMH. The shareholding structure of APM and WTCH upon completion of the disposal of APM and WTCH shares to Bumiputera Investors and controlling shareholders will be the same as the end shareholding structure approved by the SC on 4 December 1997 as follows:-

- Please refer to Table A below.

2.6 Subsequent special dividends of TCMH

- The total cash proceeds of RM210,533,000 received by TCMH from the sale of its 50% interest in APM and WTCH will be distributed to the shareholders of TCMH through special dividends or alternatively through a capital repayment.

The Proposed Variation will produce the same final structure as the Proposals originally approved by the SC.

3. FINANCIAL EFFECTS OF THE REVISED PROPOSALS ON TCMH

The Revised Proposals will have the same financial effects on TCMH as those of the original Proposals, assuming that the Revised Proposals are completed at the time of the listing of APM and WTCH.

4. SHAREHOLDERS' ENTITLEMENT

A shareholder holding 1,000 ordinary shares of RM0.50 each in TCMH will be entitled to receive the following:-

Please refer to Table B below.

Table A

	No. of APM shares		No. of WTCH shares
	'000	%	'000	%
TCMH	-	-	-	-
Controlling shareholders	85,960	42.64	28,653	42.64
Bumiputera	60,480	30.00	20,160	30.00
Public	55,160	27.36	18,387	27.36
	201,600	100.0	67,200	100.0

	Upon listing of APM and WTCH	Upon the full distribution of the cash proceeds received from the disposal of 50% of APM and WTCH shares to Newco A and Newco T
No. of APM shares (RM1.00 par)	150	-
No. of WTCH shares (RM1.00 par)	50	-
Cash	-	RM313.29*