Going Public Ipo

GO ING PUB LIC INTRODUCTION

GO ING PUB LIC REASONS FOR LISTING

GOING P UBLI C

DIFFERENCES BETWEEN PUBLIC AND PRIVATE EQUITY MARKET

PRIVATE EQUITY

PUBLIC EQUITY

Investors undertake own research and analysis of the company

Investors are free to sell shares at any time, many are short-term speculators

Investors will generally hold shares until the company sold, or attains public listing

Investors are allowed access to information that the company is required, or chooses, to make publicly available

Close relationship between company and investors

The relationship with the investors will be more distant, since the company will have a wide range of investors, each having a small stake

GOING P UBLI C

DIFFERENCES BETWEEN PUBLIC AND PRIVATE EQUITY MARKET

PRIVATE EQUITY

PUBLIC EQUITY

Investors usually represented on company’s board

Companies will have independent directors responsible for looking after the interest of shareholders

Private company boards are able to restrict transfers of existing shares, and thus have greater control over the share holder base

The company’s board will have no power to prevent anybody from buying its share.

Directly negotiated transaction between investors and the company

Shares are bought and sold via an established stock exchange

Eg. Private Equity : EON Service Sdn Bhd. Public Equity : TM International Berhad

GO ING PUB LIC

MAIN BOARD & SECOND BOARD VS MESDAQ MARKET Rules and regulation for major points on Bursa Malaysia Securities Berhad

No 1

ISSUE Types of issuers

MESDAQ MARKET Incorporated in Malaysia i. technology companies – Companies with technologybased business activities, involved in design, development and manufacturing in 12 area prescribed by SC ii. Non-technology companies – companies with high growth business activities that are suitable for listing on the MESDAQ Market iii. Technology Incubators

MAIN & SECOND BOARD Companies incorporated in Malaysia and eligible foreign corporation under SC’s Policies and Guidelines on Issue / Offer of Securities

GO ING PUB LIC

MAIN BOARD & SECOND BOARD VS MESDAQ MARKET No

MAIN & SECOND BOARD

ISSUE

MESDAQ MARKET

2

Issued and paidup capital

Min RM 2 million for tech / non tech company. Min RM 20 mil for technology Incubators.

i. Main board min RM 60 mil ii. Second board min RM 40 mil

3

Operating history

3 full financial years

At least 5 full financial years

4

Profit requirements

No specific profit record is required

Uninterrupted profit record of 3 to 5 full financial years, with an aggregate after –tax profit of not less than RM 30 mil ( main board ) or RM 12 mil ( 2nd Board )

5

Board lots

Traded in board lots of 100 shares

Traded in board lots of 100 shares

6

Par value

At least RM0.10 per share

At least RM0.10 per share

7

Total number of shares issued under ESOS

Shall not exceed 30% of the issued capital of the company at any one time

Shall not exceed 15%

ESOS = employee share option scheme

GO ING PUB LIC

ADVANTAGES & DISADVANTAGES

GOING P UBLI C

REASONS FOR SC REJECTION OF IPO APPLICATION ON BURSA MALAYSIA

GO ING PUB LIC

THE UNDERWRITING PROCESS

GO ING PUB LIC

THE APPROVAL PROCESSES OF IPOs in MALAYSIA

GO ING PUB LIC

THE APPROVAL PROCESSES OF IPOs in MALAYSIA

Process Name

Main Activity

Adviser consults SC on IPO application

Advisers are encouraged to have presubmission consultation to discuss potential issues pertaining to the IPO application. Advisers may consult the SC on matters such as new products, practical / implementations issues and regulatory issues

Timeline

GO ING PUB LIC

THE APPROVAL PROCESSES OF IPOs in MALAYSIA

Process Name

Main Activity

Timeline

Adviser makes IPO application to the SC

SC expects a full complete submission from the Adviser in order for SC to meet its timeline charter of 21 working days ( market capitalization ≥ RM500 mil upon listing ) and 60 working days (market capitalization ≤ RM 500 mil upon listing ) for consideration of the IPO application.

Ts ,

Incomplete submission may cause delays of the application or even cause the submission to be returned. Adviser also submits to MITI

Day of submissio n of IPO application

GO ING PUB LIC

THE APPROVAL PROCESSES OF IPOs in MALAYSIA

Process Name

Main Activity

Timeline

SC evaluates the IPO application

SC evaluates the IPO application based on the following broad areas :-

Ts + 18 ( > 500 )

 Viability of the proposal Ts + 57 ( < 500 -SC conduct site visits to better ) understand the business of the applicant -Clarification meeting with the Advisor / Applicant may be held to discuss major issues -Corporate governance records checks are made on the Applicant and its subsidiaries, promoters, directors and shareholder

GO ING PUB LIC

THE APPROVAL PROCESSES OF IPOs in MALAYSIA

Process Name

Main Activity

Timeline

SC evaluates the IPO application

 Property asset valuation -Review is made to ensure compliance with SC’s Guidelines on Assets Valuation. -If valuation not acceptable, SC may request for 2nd valuation.  Compliance with the NDP requirements -To assess compliance with the FIC’s Guidelines on the Acquisitions of Interests, Merger and Takeovers by Local and Foreign Interests on Bumiputera equity participation

Ts + 18 ( > 500 ) Ts + 57 ( < 500 )

GO ING PUB LIC

THE APPROVAL PROCESSES OF IPOs in MALAYSIA

Process Name

Main Activity

SC makes In arriving at the decision decision on -Relevant departments within SC IPO provide inputs in relation to application compliance with the relevant regulations and guidelines. -A recommendation committee, comprising senior management staff from different departments within SC convenes for a challenge process to ensure thoroughness and consistency in the recommendation of the application.

Timeline Ts + 18 ( > 500 ) Ts + 57 ( < 500 )

GO ING PUB LIC

THE APPROVAL PROCESSES OF IPOs in MALAYSIA

Process Name

Main Activity

Timeline

SC informs adviser of SC’s decision

-SC issues decision letter to the adviser -The adviser/Applicant has 6 months from the date of SC’s decision letter to implement the listing proposal of the applicant - In case of rejection, SC will conduct a post-decision meeting with adviser/applicant. -The adviser/applicant has one month from the date of SC’s decision letter to make an appeal on the rejection

Ts + 21 ( > 500 ) Ts + 60 ( < 500 )

GO ING PUB LIC

THE APPROVAL PROCESSES OF IPOs in MALAYSIA

Process Name

Main Activity

Timeline

Adviser submits registrable IPO prospectus

-SC expects that IPO prospectus contains information that are not false or misleading and the prospectus is sufficient for investors to make informed decision. -Commence exposure of prospectus for 5 market days.

Tp

SC registers the IPO prospectus

-SC reviews the registrable IPO prospectus before registering the prospectus -Once registered, the adviser/applicant is required to lodge the prospectus with CCM ( Company Commission of Malaysia )

Tp + 14

Tp = Day of submission of registrable IPO prospectus.

GO ING PUB LIC

THE APPROVAL PROCESSES OF IPOs in MALAYSIA

Process Name

Main Activity

Timeline

Listing by Bursa

-Listing of the securities by bursa takes Tp + 27 place in 13 market days ( minimum ) from the issuance of the prospectus -Relevant SC departments perform post-approval follow-up on the terms and conditions of approval and postvetting on the prospectus

GO ING PUB LIC PROSPECTUS

GO ING PUB LIC PROSPECTUS

GO ING PUB LIC PROSPECTUS

GO ING PUB LIC PROSPECTUS

GO ING PUB LIC PROSPECTUS

GO ING PUB LIC PROSPECTUS

GO ING PUB LIC PROSPECTUS

GO ING PUB LIC PROSPECTUS

GO ING PUB LIC

IPOs MANAGED BY MALAYSIAN ISSUING HOUSE

GOING P UBLI C

TM INTERNATIONAL BERHAD : KEY INFORMATION SUMMARY

Operating company

Market

Equity Percentage of interest held contribution to by TMI ( % ) operation revenues as of Dec 31,2007 ( % )

Celcom

Malaysia

100.0

50.8

XL

Indonesia

83.8

29.8

Dialog

Sri Lanka

84.8

10.6

TMIB

Bangladesh 70.0

7.2

TMIC

Cambodia

100.0

1.4

Others

-

-

0.2

GOING P UBLI C

TM INTERNATIONAL BERHAD : KEY INFORMATION SUMMARY

GO ING PUBLIC

TM INTERNATIONAL BERHAD : BUSINESS INFORMATION

GOING P UBLI C

TM INTERNATIONAL BERHAD : PROFORMA & HISTORICAL FINANCIAL INFORMATION

For the year ended Dec 31 2005

2006

2007

RM mil

RM mil

RM mil

1606.4

4050.3

4953.9

Depreciation & amortization (231.3)

(820.3)

(928.6)

Other operating costs

(2080.1)

(3201.8)

(1165.5) (2900.4)

(4130.4)

Other operating income

263.0

103.3

252.1

Operating profit before finance cost ( A )

703.9

1253.2

1075.6

Operating revenue Operating Cost :

(934.2)

GOING P UBLI C

TM INTERNATIONAL BERHAD : PROFORMA & HISTORICAL FINANCIAL INFORMATION

For the year ended Dec 31 2005

2006

2007

RM mil

RM mil

RM mil

Finance income

31.3

50.2

33.4

Finance cost

( 29.9 )

( 202.0 )

( 455.8 )

Net financial income/(cost) ( B )

1.4

(151.8 )

( 422.4 )

GOING P UBLI C

TM INTERNATIONAL BERHAD : PROFORMA & HISTORICAL FINANCIAL INFORMATION

For the year ended Dec 31 2005

2006

2007

RM mil

RM mil

RM mil

Share of results (net of tax) -

( 27.4 )

133.3

Gain on dilution of equity

-

-

71.3

Total jointly-controlled entities ( C )

0

( 27.4 )

133.3

Share of results (net of tax) 18.3

28.5

24.2

Gain on dilution / disposal

84.5

-

-

Total associates ( D )

102.8

28.5

24.2

Jointly-controlled entities

Associates

GOING P UBLI C

TM INTERNATIONAL BERHAD : PROFORMA & HISTORICAL FINANCIAL INFORMATION

For the year ended Dec 31 2005

2006

2007

RM mil

RM mil

RM mil

Profit before tax A+B+C+D

808.1

1102.5

882.0

Taxation

( 99. 5 )

( 281.7 )

( 134.4 )

Profit after tax

708.6

820.8

727.6

GOING P UBLI C

TM INTERNATIONAL BERHAD : PROFORMA & HISTORICAL FINANCIAL INFORMATION

For the year ended Dec 31 2005

2006

2007

RM mil

RM mil

RM mil

Equity holders of our company

636.3

629.3

683.5

Minority interests

72.3

191.5

64.1

Profit for the year

708.6

820.8

747.6

Attributable to :

GOING P UBLI C

TM INTERNATIONAL BERHAD : PROFORMA & HISTORICAL FINANCIAL INFORMATION

For the year ended Dec 31 2005

2006

2007

RM mil

RM mil

RM mil

Basic earning per share ( sen )

1783

1763

1915

Adjusted ABITDA

956.4

1942.7

2122.5

GOING P UBLI C

TM INTERNATIONAL BERHAD : PROFORMA & HISTORICAL FINANCIAL INFORMATION

For the year ended Dec 31 2005

2006

2007

RM mil

RM mil

RM mil

Basic earning per share ( sen )

1783

1763

1915

Adjusted ABITDA

956.4

1942.7

2122.5

GOING P UBLI C

TM INTERNATIONAL BERHAD : PROFORMA & HISTORICAL FINANCIAL INFORMATION

For the year ended Dec 31 NON – CURRENT ASSETS

2005

2006

2007

RM mil

RM mil

RM mil

Intangible asset

2797.5

3165.1

3387.2

Property & equipment

4361.3

6456.2

8398.8

Prepaid lease payments

-

-

297

Jointly-controlled entities

-

632.2

877.5

Associates

50.1

222.3

245.7

Long term receivables

0.3

0.3

0.4

Long term investments

31.8

-

-

Deferred tax assets

216.2

188.6

162.9

7457.2

10664.7

13369.5

GOING P UBLI C

TM INTERNATIONAL BERHAD : PROFORMA & HISTORICAL FINANCIAL INFORMATION

For the year ended Dec 31 CURRENT ASSETS

2005

2006

2007

RM mil

RM mil

RM mil

35.3

43.4

59.3

Trade and other receivables 470.6

625.0

698.9

Amount due from holding company

1622.1

2.9

5.9

Amount due from related companies

7.2

6.2

9.9

Tax recoverable

-

-

0.4

Cash and bank balances

933.7

539.5

679.7

3068.9

1217.0

1454.1

Inventories

GOING P UBLI C

TM INTERNATIONAL BERHAD : PROFORMA & HISTORICAL FINANCIAL INFORMATION

For the year ended Dec 31 CURRENT LIABILITIES

2005

2006

2007

RM mil

RM mil

RM mil

Trade and other payables

1056.7

1548.1

1981.1

Borrowings

748.0

500.6

1709.7

Amount due to holding company

13.5

-

-

Amount due to related companies

-

-

2.2

Current tax liabilities

10.3

21.0

21.9

1828.5

2069.7

3714.9

(852.7)

(2260.8)

9812.0

11108.7

Net current asset(liabilities) 1240.4 8697.6

GOING P UBLI C

TM INTERNATIONAL BERHAD : PROFORMA & HISTORICAL FINANCIAL INFORMATION

For the year ended Dec 31 CASH FLOW FROM OPERATING ACTIVITIES

2005

2006

2007

RM mil

RM mil

RM mil

Receipts from customers

1561.2

4111.8

4862.1

Payments to suppliers and employees

( 650.7 )

( 1945.9 )

( 2253.8 )

Payment for finance cost

( 29.9 )

( 202.0 )

( 411.0 )

Payment of income taxes

( 2.6 )

( 4.1 )

( 10.6 )

Tax refund

0.6

-

-

Total cash flow from operating activities ( A )

878.6

1959.8

2186.7

GOING P UBLI C

TM INTERNATIONAL BERHAD : PROFORMA & HISTORICAL FINANCIAL INFORMATION

For the year ended Dec 31 CASH FLOW USED IN INVESTING ACTIVITIES

2005

2006

2007

RM mil

RM mil

RM mil

Disposal of property & plant

2.7

2.8

4.0

Purchase of property& plant

(1480.9)

(3074.4)

4266.5 )

Payment of intangible asset ( telec. & license )

-

(184.5)

-

Disposal of long term invest.

185.2

-

-

Disposal of subsidiaries

(2750.6)

(36.7)

-

Partial disposal of a sub.

2.1

3.5

280.4

Others

28

(1009.3)

(360.7)

Total cash flows used in investing activities ( B )

(4013.9)

(4142.8)

(4343.4)

GOING P UBLI C

TM INTERNATIONAL BERHAD : PROFORMA & HISTORICAL FINANCIAL INFORMATION

For the year ended Dec 31 CASH FLOW FROM FINANCING ACTIVITIES

2005

2006

2007

RM mil

RM mil

RM mil

Proceeds from rights / ESOS share issuance

140.9

15.1

76.0

Proceeds from borrowings

774.4

2222.7

2602.2

Repayment of borrowings

(71.2)

(1145.6)

(846.3)

Dividends paid to minority interests

(10.5)

(22.5)

(27.7)

Net advance from holding company

2838.9

762.4

465.5

Total cash flows from financing activities ( C )

3672.5

1832.1

2269.7

GOING P UBLI C

TM INTERNATIONAL BERHAD : PROFORMA & HISTORICAL FINANCIAL INFORMATION

For the year ended Dec 31 CASH AT END OF THE FINANCIAL YEAR

2005

2006

2007

RM mil

RM mil

RM mil

Net increase / ( decrease ) in cash and cash equivalents (A+B+C)

537.2

(350.9)

113.0

Effect of exchange rate charges ( 14.8 )

( 43.2 )

( 39.3 )

Cash and cash equivalents at beginning of the financial year

339.5

921.9

527.8

Cash and cash equivalents at end of the financial year

921.9

527.8

601.5

GOING P UBLI C

TM INTERNATIONAL BERHAD : SHAREHOLDER, DIRECTORS AND MANAGEMENT

GO ING PUB LIC

TM INTERNATIONAL BERHAD : RISK FACTORS

GO ING PUB LIC

TM INTERNATIONAL BERHAD : RISK FACTORS

GO ING PUB LIC

TM INTERNATIONAL BERHAD : RISK FACTORS