redtone international berhad - Announcements - Bursa Malaysia

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4 26 September 2008 5 22 December 2008 jointly invest into DM for the purpose of venturing into the business of providing internet protocol television and internet protocol related business activities in Malaysia, Singapore, Indonesia, Thailand, Myanmar, Philippines, Cambodia, Vietnam and Taiwan. The investments made through the SA DMH has resulted in DMH being a subsidiary of RMMSB, and DM a subsidiary of DMH. REDtone, through its wholly-owned subsidiary, RT, had entered into the Share Sale Agreement with Yong Kok Leong for the disposal of 75 ordinary shares of RM1.00 each, representing 75% of the issued and paid-up share capital in CSB for a total cash consideration of RM1.00. REDtone, through its wholly-owned subsidiaries, RT and RTC entered into a Share Sale Agreement with Quantum Global Networks, Inc (“Quantum”) for the proposed disposal by RT and RTC of 90 and 10 REDtone Telecommunications Pakistan (Private) Limited (“RTPL”) Shares, representing 90% and 10% respectively of the issued and paid-up share capital of RTPL, to Quantum for a total cash consideration of USD3,650,000 6 24 August 2009 REDtone, through its 54.99% owned subsidiary, DM entered into a Collaboration Agreement with China International Communications Co. Ltd to broadcast television package services which enrols fifteen (15) different international channels from China Central Television, China local television and other overseas television services in Malaysia. 3. Material Litigation The Group is not engaged in any material litigation, claims or arbitration and the Directors have no knowledge of any fact likely to give rise to any proceedings which might materially affect the position of the business of the Group. 4. Corporate Proposals Which Have Been Announced But Not Yet Completed Save as disclosed below, we do not have any other intended corporate exercises/scheme which have been announced but not yet completed as at 16 September 2009 (being the latest practicable date prior to the printing of this Circular): (i) On 31 July 2007, CIMB Investment Bank Berhad, on behalf of our Board, announced that our Company proposes to implement the following: (a) proposed special issue of up to 172,550,000 new REDtone Shares to Bumiputera investors to be approved by the MITI at an issue price to be determined later (“Proposed Special Issue”); (b) proposed bonus issue of up to 235,340,000 new REDtone Shares, to be credited as fully paid-up on the basis of 2 new REDtone Shares for every 5 existing REDtone Shares held on an entitlement date to be determined later upon completion of the Proposed Special Issue (“Proposed Bonus Issue”); (c) proposed transfer of listing from the MESDAQ Market (now known as ACE Market) of Bursa Securities to the Main Board (now known as Main Market) of Bursa Securities (“Proposed Transfer Listing”), (collectively referred to as the “Proposals”). 22
On 31 October 2007, our Board had announced that, in view of the deviation of RM4.963 million between the audited profit after taxation and minority interest (“PATMI”) of our Group for the financial year ended 31 May 2007 of RM5.562 million compared to the unaudited PATMI of our Group for the financial year ended 31 May 2007 of RM10.525 million, which was stated in the announcement of our Group’s fourth quarter results made on 31 July 2007, the Proposed Transfer Listing will be postponed until such time that our Group is able to meet the relevant profit requirements. The Proposed Bonus Issue is conditional upon the Proposed Special Issue. Save for the foregoing, the Proposals are not conditional upon any other corporate exercise/scheme. (ii) On 10 September 2009, our Board announced that we intend to seek shareholders’ approval at the forthcoming AGM for the following: (a) Proposed Shareholders’ Mandate; and (b) Proposed Share Buy-Back. 5. Historical Share Prices The following table sets out the monthly high and low market prices of our Shares as traded on the MESDAQ and ACE Market of Bursa Securities for the past 12 months from September 2008 to August 2009 as follows: 2008 23 High RM September 0.50 0.36 October 0.43 0.24 November 0.35 0.20 December 2009 0.23 0.17 January 0.22 0.19 February 0.20 0.18 March 0.18 0.15 April 0.34 0.16 May 0.28 0.20 June 0.30 0.21 July 0.27 0.20 August 0.27 0.23 Last transacted market price of REDtone Shares on 9 September 2009 (being the day prior to the date of announcement of the Proposed Share Buy-Back) Last transacted market price of REDtone Shares on 16 September 2009 (being the latest practicable date prior to the printing of this Circular) (Source: Bloomberg) Low RM RM0.24 RM0.23
Page 1 and 2: THIS CIRCULAR IS IMPORTANT AND REQU
Page 3 and 4: DEFINITIONS (CONT’D) “RHPL” :
Page 5 and 6: PART A LETTER TO OUR SHAREHOLDERS I
Page 7 and 8: On 10 September 2009, the Board ann
Page 9 and 10: 2.3 Principal activities of the Com
Page 11 and 12: 2.5 Nature of RRPTs, classes of rel
Page 13 and 14: (e) If a member of the Board or Aud
Page 15 and 16: Notes: 1 Deemed interested by virtu
Page 17 and 18: PART B LETTER TO OUR SHAREHOLDERS I
Page 19 and 20: 2. DETAILS OF THE PROPOSED SHARE BU
Page 21 and 22: (iii) the Board would have an oppor
Page 23 and 24: 4.6 Shareholdings The effect of the
Page 25 and 26: 3. Deemed interested by virtue of i
Page 27: FURTHER INFORMATION 1. Directors’

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