Notice Of A Change In The Percentage Level Of A Substantial Shareholder's Interest

BackMar 11, 2009
Part I
1. Date of notice to issuer 06/03/2009
2. Name of Substantial Shareholder EDB Investments Pte Ltd ("EDBI")
3. Notice Type Notice of a Change in the Percentage Level of a Substantial Shareholder's Interest or Cessation of Interest.
Part II - Not Required
Part III
1. Date of change of Interest 25/09/2008
2. The change in the percentage level From 6.504 % To 5.702 %
3. Circumstance(s) giving rise to the interest or change in interest # Others

PLE Investments Pte Ltd ("PLEI") and M-Commerce Ventures Pte Ltd ("MCV") hold ordinary shares in mDR ("mDR shares") and their percentage shareholding interests in mDR as at 30 June 2008 were 5.129% and 1.375% respectively. EDBI is deemed interested in mDR shares held by PLEI and MCV as EDBI has controlling interests in PLEI and MCV.

On 10 November 2008, EDBI announced that its percentage shareholdings in mDR (computed based on a total of 1,738,753,519 mDR shares as set out in mDR's 1st Half 2008 financial statements) had decreased from 6.5% as at 30 June 2008 to 5.9% as at 3 November 2008, as a result of distributions in specie of a total of 22,233,495 mDR shares by MCV to its members (including EDBI) on 25 September 2008, 7 October 2008 and 3 November 2008.

EDBI wishes to provide a revised notification of the change to its percentage shareholdings in mDR to supercede the previous notification of 10 November 2008 for the following reasons:

(a) all of the 23,912,675 mDR shares owned by MCV (including the 22,233,495 mDR shares referred to above) were distributed in specie to its members on 25 September 2008; and

(b) to account for the allotments of a total of 45,974,233 new mDR shares to Value Capital Asset Management Limited ("VCAM") on 4 August 2008, 25 August 2008 and 22 September 2008 as announced by mDR ("VCAM Share Allotment"), which increased the total mDR shares from 1,738,753,519 as at 30 June 2008 to 1,784,727,752 as at 22 September 2008 through to 25 September 2008.

As a result of:

(A) distributions in specie by MCV on 25 September 2008 of a total of 23,912,675 mDR shares comprising:
(i) 1,677,691 mDR shares to CTI(H) Pte Ltd;
(ii) 1,677,691 mDR shares to Pacific Century Regional Developments Ltd;
(iii) 12,586,400 mDR shares to EDBI;
(iv) 1,677,691 mDR shares to Global Times Ventures GmbH & Co. KG;
(v) 839,590 mDR shares to Keppel Communications Pte Ltd;
(vi) 1,677,691 mDR shares to Cipio Partners Holdings I GmbH;
(vii) 419,050 mDR shares to Saints Capital IV, L.P.;
(viii) 1,677,691 mDR shares to Siemens Venture Capital Fund GmbH;
(ix) 839,590 mDR shares to Infocomm Investments Pte Ltd; and
(x) 839,590 mDR shares to Infosys Technologies Limited; and

(B) the VCAM Share Allotment,

the changes to the number of mDR shares held by, and the percentage shareholdings in mDR of, PLEI, MCV and EDBI were as follows:

(1) PLEI: although the total number of 89,172,338 mDR shares held by PLEI remained unchanged, PLEI's percentage shareholding in mDR decreased from 5.129% as at 30 June 2008 to 4.996% as at 22 September 2008 through to 25 September 2008; and

(2) MCV: the total number of mDR shares held by MCV decreased from 23,912,675 mDR shares as at 30 June 2008 to nil as at 25 September 2008 and MCV's percentage shareholding in mDR decreased from 1.375% as at 30 June 2008 to nil as at 25 September 2008; and

(3) EDBI: the total number of mDR shares held directly by EDBI increased from nil as at 30 June 2008 to 12,586,400 mDR shares as at 25 September 2008 and EDBI's direct percentage shareholding in mDR increased from nil as at 30 June 2008 to 0.706% as at 25 September 2008.
4. A statement of whether the change in the percentage level is the result of a transaction or a series of transactions: The change in percentage level was a result of (i) distributions in specie of a total of 23,912,675 mDR shares by MCV to its members on 25 September 2008 (including 12,586,400 mDR shares to EDBI), and (ii) a series of allotments of a total of 45,974,233 new mDR shares by mDR to VCAM on 4 August 2008, 25 August 2008 and 22 September 2008. EDBI, EDBVM and PLEI have no direct or indirect interest in the VCAM Share Allotment.
Part IV
1. Holdings of Substantial Shareholder, including direct and deemed interest :
 
  Direct Deemed
No. of shares held before the change 0 113,085,013
As a percentage of issued share capital 0 % 6.504 %
No. of shares held after the change 12,586,400 89,172,338
As a percentage of issued share capital 0.706 % 4.996 %
Footnotes Note: On 16 January 2009, mDR allotted a further 16,666,666 mDR shares to VCAM, thereby increasing the total number of mDR shares to 1,801,394,418. Based on the total number of 1,801,394,418 mDR shares, EDBI's direct and deemed shareholdings in mDR as at 16 January 2009 would be 0.699% and 4.950% respectively.