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

BackNov 14, 2008
Part I
1. Date of notice to issuer 10/11/2008
2. Name of Substantial Shareholder EDB Investments Pte Ltd
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 03/11/2008
2. The change in the percentage level From 6.5 % To 5.9 %
3. Circumstance(s) giving rise to the interest or change in interest # Others

Distribution in specie of a total of 22,233,495 shares by M-Commerce Ventures Pte Ltd ("MCV"), a shareholder of mDR Limited ("mDR") pursuant to members' voluntary liquidation of MCV as follows: -
(i) 1,677,691 shares on 25 September 2008 to CTI(H) Pte Lte, a member of MCV;
(ii) 1,677,691 shares on 25 September 2008 to Pacific Century Regional Developments Ltd, a member of MCV;
(iii) 12,586,400 shares on 7 October 2008 to EDB Investments Pte Ltd, a member of MCV;
(iv) 1,677,691 shares, as notified by liquidators of MCV on 3 November 2008, to Global Times Ventures GmbH & Co. KG, a member of MCV;
(v) 839,590 shares, as notified by liquidators of MCV on 3 November 2008, to Keppel Communications Pte Ltd, a member of MCV;
(vi) 1,677,691 shares, as notified by liquidators of MCV on 3 November 2008, to Cipio Partners Holdings I GmbH, a member of MCV;
(vii) 419,050 shares on 3 November 2008 to Saints Capital IV, L.P., a member of MCV; and
(viii) 1,677,691 shares on 3 November 2008 to Siemens Venture Capital Fund GmbH, a member of MCV.

EDB Investments Pte Ltd ("EDBI") is deemed to be a substantial shareholder of mDR through (i) MCV and (ii) PLE Investments Pte Ltd ("PLEI"). EDBI holds controlling interests in MCV and PLEI.

This notification is in respect of the direct interest and deemed interest of EDBI in the mDR shares.
Deemed interest:-
(i) MCV is a shareholder of mDR. As a result of the distribution in specie by MCV, the shareholding percentage has changed from 1.4% to 0.1% (based on issued and paid up capital of 1,738,753,519 shares reflected in mDR's financial report 1st half 2008). EDBI is deemed by virtue of Section 7(4) of the Companies Act to be interested in the mDR shares through EDBI's wholly-owned subsidiary, EDBV Management Pte Ltd ("EDBVM") which is being regarded as interested by virtue of Section 7(6)(d) of Companies Act, as EDBVM is the discretionary fund manager for MCV and EDBI holds a controlling interest in MCV.
(ii) PLEI is a substantial shareholder of mDR. Its shareholding percentage is 5.1% (based on issued and paid up capital of 1,738,753,519 shares reflected in mDR's financial report 1st half 2008). EDBI is deemed by virtue of Section 7(4)(b) of the Companies Act to be interested in the mDR shares through EDBI's wholly-owned subsidiary, EDBV Management Pte Ltd ("EDBVM") which is being regarded as interested by virtue of Section 7(6)(d) of Companies Act, as EDBVM is the discretionary fund manager of PLEI and EDBI holds a controlling interest in PLEI.
Direct interest:-
( (iii) EDBI has become a shareholder of mDR by way of 12,586,400 shares distributed to it by MCV on 7 October 2008 as indicated above. As a result of the distribution in specie by MCV, the shareholding percentage in direct interest has changed from 0% to 0.7% (based on issued and paid up capital of 1,738,753,519 shares reflected in mDR's financial report 1st half 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 the percentage level is the result of a series of transactions.
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 % 6.5 %
No. of shares held after the change 12,586,400 90,851,518
As a percentage of issued share capital 0.7 % 5.2 %