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We refer to our announcement dated 26 October 2005.

On behalf of DIGI, we are pleased to announce that the Securities Commission (“SC”) has approved the Proposed Issue. The SC’s approval is subject to the following conditions:

(i) Digitel and we are to obtain SC’s prior approval should there be any change to the terms and conditions of the Proposed Issue;

(ii) We are required to submit the following documents and information to the SC prior to the issue date of the CPs and/or MTNs:

(a) Issue date, tenure of issue and issue size for the CPs and/or MTNs;

(b) A certified true copy of the executed trust deed for the Proposed Issue;

(c) A copy of the rating report(s) for the Proposed Issue;

(d) The list of names of the primary subscriber(s) for the CPs and/or MTNs as well as the amount subscribed, in the event that the CPs and/or MTNs are issued via a bought deal;

(e) The list of names of the subscribers (other than the primary subscribers in a bought deal) or placees for the CPs and/or MTNs, together with the amount subscribed, price subscribed and the yield-to-maturity, when the CPs and/or MTNs are first placed out;

(f) The list of names of the tender panel members for the CPs (in the event that the CPs are issued via tender);

(g) The list of names of the underwriters for the CPs and the amount underwritten (in the event that the CPs are to be underwritten, either partially or in full); and

(h) Soft copy (in "PDF" format) of the following information or documents:

. The issue date, tenure of issue and issue size for the CPs and/or MTNs

· The Information Memorandum in respect of the Proposed Issue deposited or to be deposited under Sections 38 and/or 39 of the Securities Commission Act, 1993;

· The trust deed for the Proposed Issue; and

· The principal terms and conditions for the Proposed Issue;

(iii) In relation to any supplements to the Information Memorandum, to email a copy of the same to the SC;

(iv) We are to notify the SC of the following information within seven (7) days following each drawdown of the CPs and/or MTNs:

(a) Date of issue;

(b) Size of issue;

(c) Mode of issue and identity of primary subscribers (in the case of a bought deal for the CPs and/or MTNs);

(d) Utilisation of proceeds raised from the CPs and/or MTNs;

(e) Minimum level of subscription and actual level of subscription (if applicable);

(f) Tenure of the issue;

(g) Issue price, yield to maturity and coupon rate, where applicable;

(h) Revisions of the rating, if any, since the date of the last drawdown; and

(i) List of placees for the CPs and/or MTNs (other than the primary subscribers), amount subscribed, price subscribed and the yield-to-maturity;

(v) Prior to the issue of any CPs and MTNs:

(a) Digitel/we are to ensure that details on utilisation of proceeds must be made available to all potential investors and relevant parties, including the rating agency in a timely manner; and

(b) Digitel/we are to ensure that the relevant supporting documents substantiating the utilisation of proceeds must be provided to the trustee;

(vi) We are to ensure that the selling restriction imposed on the CPs and/or MTNs are fully disclosed to all prospective investors and relevant parties, including making such information available on the Fully Automated System For Issuing/Tendering (FAST);

(vii) We are to notify the SC if there is a change in the underwriter(s) for the Proposed Issue and/or their underwriting commitments (if any);

(viii) We are to fully disclose to all prospective investors and relevant parties the following conflict and potential conflict of interest:

(a) Arising from Bumiputra-Commerce Trustee Berhad’s role as trustee for the Proposed Issue; and

(b) all other conflict and potential conflict of interest arising from the Proposed Issue, together with relevant mitigating measures. We are to inform all prospective investors that the Board of Directors of Digitel is fully informed of and aware of the conflict of interest situations and is agreeable to proceed with the present arrangement;

(ix) Digitel shall obtain all necessary approvals from all relevant parties in relation to the Proposed Issue and we are to submit a written confirmation on the same to the SC prior to the issue/drawdown date of the Proposed Issue;

(x) Digitel and we are to disclose in writing to potential investors that each CP and MTN issue will carry different risks and all potential investors are strongly encouraged to evaluate each CP and MTN issue on its own merit; and

(xi) We are required to remind all relevant parties including Digitel and the trustee to the Proposed Issue of the need to observe and fully comply with all statutory requirements, in particular, those set out in Division 4 of Part IV of the Securities Commission Act, 1993.


This announcement is dated 29 November 2005.

Announcement Info