Attachment Global Transit Limit

This document pretains to SCL-T/C-20110420-00012 for Transfer of Control on a Submarine Cable Landing filing.

IBFS_SCLTC2011042000012_884529

Before the FEDERAL COMMUNICATIONS COMMISSION Washington, D.C. 20554 In the Matter of No Nt Ne ut Nt N Nes Nes Nt Ne N) Nu) Global Transit Limited Licensee and File No. SCL—T/C—2011 TIME dotCom Berhad Transferee Application for Transfer of Control of Cable Landing License APPLICATION FOR TRANSFER OF CONTROL OF CABLE LANDING LICENSE STREAMLINED PROCESSING REQUESTED Global Transit Limited ("GTIL") and TIME dotCom Berhad ("TdC") (collectively, the "Applicants"), pursuant to the Act Relating to the Landing and Operation of Submarine Cables in the United States, 47 U.S.C. §§ 34—39 (1994), Executive Order No. 10530, Exec. Ord. No. 10530 reprinted as amended in 3 U.S.C. § 301, and Section 1.767 of the Rules of the Federal Communications Commission ("Commission"), 47 C.F.R. § 1.767, hereby request approval for the transfer of control of GTL as the holder of a cable landing license‘ from its current shareholders to TdC. As described below, through a purchase and sale agreement, GTL will become a wholly— owned subsidiary of TdC (the "Transaction"). As a result of the Transaction, TdC will ultimately control GTL‘s ownership interest in the Unity cable system. Although control of GTL will change, GTL will continue to provide services in the United States to its existing customers 1 SCL—LIC—20080516—00010. GTL is an original owner in the Unity cable system (the "Unity Cable System").

under existing service arrangements pursuant to its submarine cable landing license granted by the Commission. The Transaction, therefore, will be seamless to GTL‘s customers. In addition, there will be no ownership changes in other licensees of the Unity Cable System. Applicants provide the following information in support of this Application: I. THE APPLICANTS A. GTL (Licensee) GTL was incorporated in Malaysia as a private limited company in 2008, as a special purpose vehicle to invest in the Unity cable system. B. TJC (Transferee) TJC is a company organized under the laws of Malaysia and headquartered in Kuala Lumpur. TJC is Malaysia‘s alternative fixed—line telecommunications solutions provider. TJC is a publicly traded company, listed on the Main Market of Bursa Malaysia. A pioneer in using fiber optics technology in its network deployment, TdC hosts Malaysia‘s most robust fiber optic network with its 6,000 km land and submarine cables, providing nationwide coverage connections to businesses, residential and remote areas. Licensed under the Malaysian Communications and Multimedia Act 1998, TdC‘s full suite of telecommunication licenses has enabled TdC and its affiliates to offer voice and data communications, broadband Internet services, satellite connectivity, managed telecommunications services and other IT and communication solutions. Additional information about TdC is available at: http://www.time.com.my/. IL. THE PROPOSED TRANSACTION The transfer of control of GTL will occur under a corporate transaction by which TdC will acquire de jure and de facto control of GTL. Pursuant to a Sale and Purchase Agreement _3 . A/74151224.1

dated December 6, 2010, TdC will acquire 100% of the issued and paid up share capital of GTL. The Transaction is governed by Malaysian law and is expected to close during July 2011. Attached hereto as Exhibit A are organizational charts that illustrate, with respect to control of GTL, the current corporate structure of the Applicants and the structure that will exist immediately following consummation of the proposed Transaction. The ownership interests other entities hold in the Unity Cable System will not change as a result of the proposed Transaction. III. PUBLIC INTEREST CONSIDERATIONS Consummation of the Transaction described herein will serve the public interest because it will lead to the emergence of a stronger and better—financed competitor in the submarine cable market for capacity between the United States and Asia. Under TdC‘s ownership, GTL will be able to operate in a more efficient and economical manner and will have better access to capital needed to maintain and grow GTL‘s competitive submarine cable capacity business. Moreover, the change in ownership of GTL will not have any adverse impact on existing customers. GTL, backed by its new parent company, TdC, will continue to possess the managerial and technical qualifications to provide international telecommunications services. Because the Transaction will be completed at the holding company level and will not change the rates, terms or conditions of GTL‘s services, the Transaction will not result in a change of service provider for GTL‘s customers and will otherwise be transparent to customers of GTL receiving services in the United States. Immediately following consummation of the Transaction, GTL will continue to provide high—quality private carriage services to its customers without interruption and without immediate change in rates, terms or conditions. A/74151224.1

At the same time, a grant of the Application would not result in any anticompetitive effects. For these reasons, Applicants respectfully submit that this Transaction is in the public interest. IV. INFORMATION REQUIRED BY SECTION 1.767 OF THE COMMISSION‘S RULES In support of this Application, Applicants submit the following information in accordance with Section 1.767 of the Commission‘s Rules, 47 C.F.R. § 1.767: (1) Name, address and telephone number of Applicants: Licensee: Global Transit Limited FRN: 0017919069 Lot A020, Level 1, Podium Level, Financial Park Jalan Merdeka, 87007 Labuan Federal Territory Malaysia Tel: +60320314988 Transferee: TIME dotCom Berhad FRN: 0020719472 Level 4, No. 14, Jalan Majistret U1/26 Hicom Glenmarie Industrial Park 40150 Shah Alam, Malaysia Tel; +60350326000 (2) Place of Formation: Licensee: GTL is a corporation organized under the laws of Malaysia. Transferee: TdC is a corporation organized under the laws of Malaysia. (3) Correspondence concerning this Application should be sent to: For GTL: Niall Toh Chief Operating Officer Level 18 Menara Aik Hua Cangkat Raja Chulan 50200 Kuala Lumpur Tel: +6 03 2031 4988 Fax: +6 03 2031 8948 A/74151224.1

For TIC: Megat Hisham Hassan Chief Operating Officer TIME dotCom Berhad Level 4, No. 14, Jalan Majistret U1/26 Hicom Glenmarie Industrial Park 40150 Shah Alam, Malaysia Tel: +6 03 5032 6000 each with a copy to: Ulises R. Pin Nguyen T. Vu Bingham McCutchen LLP 2020 K Street, NW Washington, DC 20006 Tel: (202) 373—6664 Fax: (202) 373—6001 (4) Description of the Cable System: GTL holds a 10% equity and voting interest in the Unity Cable System, FCC File No. SCL—LIC—20080516—00010. A description of the Unity Cable System is on file with the Commission and is incorporated by reference herein. (5) Landing points A general description of the cable landing location of the Unity Cable System is already on file with the Commission in the original license files and is incorporated by reference herein. (6) A statement as to whether the cable will be operated on a common carrier or non— common carrier basis: The Unity Cable System is operated and will continue to operate on a non—common carrier basis. (7) Ownership interest of the cable system: As a result of the Transaction, GTL‘s ownership interest in the Unity Cable System will remain with GTL. The ultimate ownership of GTL, and thus indirectly GTL‘s interest in the Unity Cable System will be transferred to TdC. The ownership interests other entities hold in the Unity Cable System will not change as a result of the Transaction. A/74151224.1

(8) Certification and Ownership Information Required by Sections 63.18(h)—(k) and (0) of the Commission‘s Rules, 47 C.F.R. §§ 63.18(h)—(k), (0): After consummation of the Transaction, the ownership structure of GTL will be as follows: Name: TIME dotCom Berhad ("Td8C") Address: Level 4, No. 14, Jalan Majistret U1/26 Hicom Glenmarie Industrial Park 40150 Shah Alam, Malaysia Tel: +6 03 5032 6000 Ownership: 100% Place of Formation: Malaysia Principal Business: Telecommunications The following entities and persons have a 10% or greater ownership interest in TdC: Name: Pulau Kapas Ventures Sdn Bhd Address: Level 33, Tower 2, Petronas Twin Towers Kuala Lumpur City Centre 50088 Kuala Lumpur, Malaysia Ownership: 30.04% Place of Formation: Malaysia Principal Business: Investment Holding Name: TIME Engineering Bhd Address: Tower 3, Avenue 5, The Horizon Bangsar South No 8, Jalan Kerinchi 59200 Kuala Lumpur, Malaysia Ownership: 24.74% Place of Formation: Malaysia Principal Business: Investment Holding and Information Technology Infrastructure Service Provider TJC is a publicly traded company, listed on the Malaysia stock exchange. The balance of 45.22% shares of TdC are held by unrelated public shareholders, each of whom are recorded as holding less than 10% interest in TdC. A/74151224.1

Each of the following persons/entities has an ownership interest in Pulau Kapas Ventures Sdn Bhd that represents an indirect ownership interest in GTL of 10% or greater: Name: Khazanah Nasional Berhad Address: Level 33, Tower 2, Petronas Twin Towers Kuala Lumpur City Centre, 50088 Kuala Lumpur, Malaysia Ownership: 61.2% (18.38% in TdC) Place of Formation: Malaysia Principal Business: Investment Holding Name: Global Transit International Sdn Bhd Address: D117, Block D, First Floor, Kelana Square 17 Jalan $$7/26 Kelana Jaya 47301 Petaling Jaya, Selangor Darul Ehsan Ownership: 38.8% (11.65% in TdC) Place of Formation: Malaysia Principal Business: Investment Holding and Provision of Management Services All of the equity of Khazanah Nasional Berhad is owned by the Malaysian Government through the Ministry of Finance." In essence Khazanah Nasional Berhad is a wholly— owned entity of the Malaysian Government. In turn, Global Transit International Sdn Bhd is wholly owned by: Name: Megawisra Sdn Bhd Address: D117, Block D, First Floor, Kelana Square 17 Jalan $S7/26 Kelana Jaya 47301 Petaling Jaya, Selangor Darul Ehsan Ownership: 100% (11.65% in TdC) Place of Formation: Malaysia Principal Business: Telecommunication Services Megawisra Sdn Bhd is wholly—owned by: Name: Megawisra Investment Ltd Address: Palm Grove House, PO Box 438, Road Town Tortola, British Virgin Islands Ownership: 100% (11.65% in TdC) Place of Formation: British Virgin Islands Principal Business: Investment Holding 2 The address of the Malaysian Ministry of Finance is Ministry Of Finance Complex, No. 5 Persiaran Perdana, Presint 2, Federal Government Administrative Centre, 62592 WP Putrajaya, Malaysia. 17 . A/74151224.1

No individual shareholder of Megawisra Investment Ltd will hold a 10% or higher indirect ownership interest in TdC. Each of the following persons/entities has an ownership interest in TIME Engineering Bhd that represents an indirect ownership interest in GTL of 10% or greater: Name: UEM Group Berhad Address: 19—2 Mercu UEM, Jalan Stesen Sentral 5 Kuala Lumpur Sentral 50470 Kuala Lumpur, Malaysia Ownership: 45.03% (11.14% in TdC) Place of Formation: Malaysia Principal Business: Project design, management and contracting in the field of civil, electrical and mechanical engineering, the undertaking of turnkey projects and investment holding TIME Engineering Bhd is a publicly traded company, listed on the Malaysia stock exchange. The balance of 54.97% shares of TIME Engineering Berhad are held by unrelated public shareholders, each of whom are recorded as holding less than 10% interest in TIME Engineering Berhad. UEM Group Bhd is wholly owned by : Name: Khazanah Nasional Berhad Address: Level 33, Tower 2, Petronas Twin Towers Kuala Lumpur City Centre, 50088 Kuala Lumpur, Malaysia Ownership: 100% Place of Formation: Malaysia Principal Business: Investment Holding As previously noted, all of the equity of Khazanah Nasional Berhad is owned by Malaysian Ministry of Finance. In essence, Khazanah Nasional Berhad is a wholly— owned entity of the Malaysian Government." There is no other person or entity who will own 10% or more of GTL‘s equity post—close. Section 63.18(h) Interlocking Directorates There are no interlocking officers or directors to report. Section 63.18(i) — Certification Regarding Foreign Carrier_Status and Foreign Affiliation: 3 The total combined indirect ownership of the Malaysian Ministry of Finance in GTL is 29.52%. — g— A/7A151224.1

By its signature to this Application, TdC certifies that it is a foreign carrier in Malaysia within the meaning of 63.09(d) of the Commission‘s Rules. TJC is not affiliated with any other foreign carriers in Malaysia or other countries. Upon consummation of the Transaction, TdC will become affiliated with GTL‘s foreign carrier affiliates in Hong Kong, Malaysia and Singapore. GTL or its affiliates are authorized to engage in provision of telecommunications services in the following jurisdictions: (a) Global Transit (Hong Kong) Limited, in Hong Kong; (b) Global Transit Communications Sdn. Bhd., in Malaysia; and (d) Global Transit Singapore Pte Ltd, in Singapore. Section 63.18(G) — Certification Regarding Destination Markets: By its signature to this Application, TdC and GTL certify that neither TdC, GTL nor their respective affiliates are licensed carriers in Japan (i.e., the destination market of the Unity Cable System). Section 63.18(k) — Demonstration Regarding WTO Status, Market Power, and the Effective Competitive Opportunities Test: Not Applicable. Section 63.18(0) — Certification Regarding the Anti—Drug Abuse Act of 1988; By their signature to this Application, TdC and GTL certify, pursuant to Sections 1.2001 through 1.2003 of the Commission‘s Rules, 47 C.F.R. §§ 1.2001—1.2003) (implementing the Anti—Drug Abuse Act of 1988, 21 U.S.C. § 3301), that they are not subject to a denial of Federal benefits pursuant to Section 5301 of the Anti—Drug Abuse Act of 1988. (9) Certification of Compliance: By its signature to this Application, TJC certifies that it accepts and will abide by the routine conditions set forth in Section 1.767(g) of the Commission‘s Rules, 47 C.F.R. § 1.767(g). (10) Streamlined Processing Request: Applicants respectfully submit that this Application is eligible for streamlined processing pursuant to Section 1.67(k)(1) of the Commission‘s Rules, 47 C.F.R. §1.767(k)(1). In particular, none of the Applicants are a Japanese foreign carrier or affiliated with a foreign carrier in Japan, the only foreign market served by the Unity Cable System. — 9. A/74151224.1

VL CONCLUSION For the foregoing reasons, Applicants respectfully submit that the public interest, convenience, and necessity would be furthered by a grant of this Application. Applicants | respectfully request that the Commissiongrant this application on a streamlined basis to permit the partios to consummate the Transaction as soon as possible. | Respootfully submitted, Global Transif Limited By: Name: NEALL torl Title: (hzep opregtrmg OFFITCER TIME dotCom Rerhad : Chiet Operating Officer TIME dotCorm Berhad Date: April 2O ,2011 10 AMATHRRAA

EXHIBIT A ILLUSTRATIVE CHARTS OF TRANSACTION

Exhibit A Malaysia Organizational Charts Ministry of Finance Megawisra Investment Ltd 100% (British Virgin Islands) 100% Khazanah Megawisra Sdn Bha (Malaysia) Nasional Berhad (Malaysia) 100% 100% Global Transit I.(hazanah International Sdn UEM Group Berhad Public Nasional Berhad Bhd (Malaysia) (Malaysia) (Malaysia) 45.03% 61.2% 38.8% 54.97% Pulau Kapas TIME Engineering Public Ventures Sdn Bhd Bhd (Malaysia) (Malaysia) 30.04% 24.74% 45.22% TIME dotCom ~ Berhad (Malaysia) 100% Global Transit Limited (Malaysia) 10% Unity Cable System A/74152042.3

CERTIFICATE OF SERVICE The undersigned hereby certifies that the foregoing document was served this date upon the following: Marlene Dortch Ambassador Philip Verveer Secretary U.S. Coordinator Federal Communications Commission EB/CIP 445 12th Street, S.W. U.S. Department of State Washington, DC 20554 2201 C Street, N.W. (via first class U.S. mail, postage prepaid) Washington, D.C. 20520—5818 (via first class U.S. mail, postage prepaid) James Ball Kathy Smith International Bureau Office of Chief Counsel/NTIA Federal Communications Commission U.S. Department of Commerce 445 12th Street, S.W. 14"" Street and Constitution Ave., N.W. Washington, DC 20554 Washington, D.C. 20230 (via electronic mail to James.Ball@fce.gov) (via first class U.S. mail, postage prepaid) David Krech Hillary Morgan International Bureau Defense Information Systems Agency Federal Communications Commission Code RGC 445 12th Street, S.W. 701 S. Courthouse Road Washington, DC 20554 Arlington, VA 22204 (via electronic mail to (via first class U.S. mail, postage prepaid) David.Krech@fee.gov) Susan O‘ Connell International Bureau Federal Communications Commission 445 12th Street, S.W. Washington, DC 20554 (via electronic mail to Susan.O‘Connell@fee.gov) v, l (/ Nguyen T. Vu April 20, 2011


Document Created: 2019-04-25 20:57:00
Document Modified: 2019-04-25 20:57:00
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