KUALA LUMPUR: Megaswira Sdn Bhd and parties acting in concert in the corporate exercise for the acquisition of Time dotCom (TdC) will not be applying for an exemption from undertaking a waiver as it would not trigger a mandatory general offer.
TdC said on Thursday, March 24 it had received a letter from Megaswira, that following consultation with the Securities Commission (SC), it was concluded that Khazanah Nasional Berhad and Megawisra's unit Global Transit International Sdn Bhd were persons acting in concert.
Accordingly, Megawisra and/or each of its PAC (collectively and individually) will not trigger a MGO as that before the completion of the proposed acquisitions and after the completion, they would continue to hold more than 50% of TdC shares.
It added the proposed acquisitions would not result in Megawisra and/each of its PAC to individually hold more than 33% of the voting shares in TdC.
'Following the above, the proposed exemption is no longer relevant and as such,''Megawisra and its PAC will not be applying for a waiver from having to undertake a general offer on the remaining TdC shares not held in TdC after the proposed acquisitions under Paragraph 16 Practice Note 9 of the Code,' it said.
However, the proposed acquisitions were still conditional upon the grant by the SC for a dispensation or waiver of the 20% condition imposed by the SC.
In November last year, TdC proposed a number of acquisitions that would turn it from a local player into a regional player. The company has proposed to pay RM339 million for the Global Transit Group's entities, which mainly deal with the wholesaling of Internet protocol bandwidth through a stake in an international submarine cable. It will also venture into the data centre business through the acquisition of local data centre player, the AIMS group.
All these acquisitions will be paid through the issuance of RM248.1 million worth of TdC shares and a cash payment of RM90.9 million.
The mainstay of these entities comes from the Global Transit Group's 10% stake in the US$300 million (RM918 million) Unity cable.
The 9,620km underwater cable runs from the US to Japan with a design capacity of 4.8 Tbps of data. With a 10% stake, TdC potentially has access to 480 Gbps of bandwidth to sell to regional and local telcos.
At the same time, TdC is strengthening its balance sheet by undertaking a 90% capital reduction exercise to pare down accumulated losses of up to RM3.04 billion from past years. This will be followed by a 5:1 consolidation of TdC shares and a capital repayment to shareholders amounting to RM50.61 million.
TdC said on Thursday, March 24 it had received a letter from Megaswira, that following consultation with the Securities Commission (SC), it was concluded that Khazanah Nasional Berhad and Megawisra's unit Global Transit International Sdn Bhd were persons acting in concert.
Accordingly, Megawisra and/or each of its PAC (collectively and individually) will not trigger a MGO as that before the completion of the proposed acquisitions and after the completion, they would continue to hold more than 50% of TdC shares.
It added the proposed acquisitions would not result in Megawisra and/each of its PAC to individually hold more than 33% of the voting shares in TdC.
'Following the above, the proposed exemption is no longer relevant and as such,''Megawisra and its PAC will not be applying for a waiver from having to undertake a general offer on the remaining TdC shares not held in TdC after the proposed acquisitions under Paragraph 16 Practice Note 9 of the Code,' it said.
However, the proposed acquisitions were still conditional upon the grant by the SC for a dispensation or waiver of the 20% condition imposed by the SC.
In November last year, TdC proposed a number of acquisitions that would turn it from a local player into a regional player. The company has proposed to pay RM339 million for the Global Transit Group's entities, which mainly deal with the wholesaling of Internet protocol bandwidth through a stake in an international submarine cable. It will also venture into the data centre business through the acquisition of local data centre player, the AIMS group.
All these acquisitions will be paid through the issuance of RM248.1 million worth of TdC shares and a cash payment of RM90.9 million.
The mainstay of these entities comes from the Global Transit Group's 10% stake in the US$300 million (RM918 million) Unity cable.
The 9,620km underwater cable runs from the US to Japan with a design capacity of 4.8 Tbps of data. With a 10% stake, TdC potentially has access to 480 Gbps of bandwidth to sell to regional and local telcos.
At the same time, TdC is strengthening its balance sheet by undertaking a 90% capital reduction exercise to pare down accumulated losses of up to RM3.04 billion from past years. This will be followed by a 5:1 consolidation of TdC shares and a capital repayment to shareholders amounting to RM50.61 million.
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