1.0 INTRODUCTION
We are pleased to announce that Celcom Axiata Berhad (“Celcom”), a wholly owned subsidiary company of Axiata Group Berhad (“Axiata”), had on 30 November 2011 entered into a Shareholders’ Agreement with PLDT Global Corporation (“PGC”) and PLDT Malaysia Sdn Bhd (“PLDT MY”) for the purpose of collaborating in establishing mobile virtual network operator (“MVNO”) services in Malaysia.
(Celcom, PGC and PLDT are collectively referred to hereinafter as ”Parties”).
2.0 BRIEF INFORMATION ON THE PARTIES
Celcom was incorporated in Malaysia on 5 January 1988. The issued and paid-up share capital of Celcom stands at RM1,237,534,681 comprising 1,237,534,681 Ordinary shares of RM1.00 each. Celcom was the first privately owned company in Malaysia to offer mobile services when it launched its “Art 900” analogue mobile system in 1989. In 1989, Celcom was one of the first operators in Malaysia to provide digital services through its GSM 900 network. Celcom currently operates 2G (GSM900 and GSM1800) and 3G cellular services and provides mobile telecommunication services in Malaysia under the brand name ‘Celcom’.
PGC was incorporated in the British Virgin Islands on 15 December 2000. PGC, a private limited company, has an issued and paid-up share capital of USD50,000.00 and is primarily involved in the business of promoting and offering of branded telecommunication services for Filipinos in territories outside the Philippines.
PLDT MY was incorporated in Malaysia on 13 July 2011. It’s issued and paid-up share capital currently stands at RM2.00 comprising 2 Ordinary shares of RM1.00 each (“PLDT MY Shares”). PLDT MY will be the vehicle in which the business contemplated under the joint venture between Celcom and PGC will be operated.
3.0 SALIENT TERMS OF THE SHAREHOLDERS’ AGREEMENT
The issued and paid-up share capital of PLDT MY shall be RM6,000,000.00 divided into 6,000,000 PLDT MY Shares of which Celcom and PGC will subscribe in cash in the ratio of 49: 51.
The Shareholders’ Agreement is inter-alia, conditional to the execution of an MVNO Agreement between Celcom and PGC within 45 days from the date of the Shareholders’ Agreement and procurement of relevant regulatory approvals in relation to the business to be undertaken by PLDT.
The Shareholders’ Agreement shall automatically terminate in circumstances that the MVNO Agreement is terminated. The Parties are to cause the termination of the Shareholders’ Agreement within 3 months from the date of the termination of the MVNO Agreement.
The Board of PLDT MY will comprise of 5 Directors, 2 of which shall be appointees of Celcom while the rest will be appointees of PGC. Celcom also has the right to nominate the Chief Financial Officer whilst the Chief Executive Officer, an appointee of PGC.
4.0 SOURCES OF FUNDS
The subscription by Celcom of its 49% equity interest in PLDT MY for the sum of RM2.94 million will be funded through internally generated funds.
5.0 RATIONALE FOR THE ENTRY INTO THE SHAREHOLDERS’ AGREEMENT
The investment in PLDT MY is to allow Celcom to have an equity and management participation in the MVNO business contemplated by the Parties.
6.0 FINANCIAL EFFECTS
The entry by Celcom into the Shareholders’ Agreement and the subscription of the shares in PLDT MY does not have any effect on the issued and paid-up share capital of Axiata and is not expected to have any material effect on the earnings, gearings and net assets of the Axiata Group for the year financial ending 31 December 2011.
7.0 APPROVALS OF SHAREHOLDERS AND AUTHORITIES
The investment by Celcom in PLDT MY is not subject to the approval of the shareholders of Axiata. Both Celcom and PGC will submit a joint application to the Foreign Investment Committee, if required.
8.0 DIRECTORS’ AND MAJOR/SUBSTANTIAL SHAREHOLDERS’ INTEREST
None of the directors and major shareholders of Axiata and/or persons connected to them have any interest direct and/or indirect in the investment by Celcom in PLDT MY.
This announcement is dated 30 November 2011.
