axiata group berhad | annual report 2015
149
5.
INCORPORATIONS, ACQUISITIONS, MERGERS, DISPOSALS AND DILUTIONS OF INTERESTS (CONTINUED)
(a) Incorporation, acquisitions, and dilutions of interests during the financial year (continued)
(ii) Dilution of equity interest and additional investment in Glasswool Holdings Limited (“Glasswool”)
On 13 December 2013, Axiata Investments (Cambodia) Limited (“AIC”), a wholly-owned subsidiary of the Company entered into a Co-
operation Agreement with Glasswool (holding company of Smart Axiata Co. Ltd) and Southern Coast Ventures Inc. (“SCV”). In accordance
with the Co-operation Agreement, Glasswool shall issue to SCV the following additional ordinary shares in Glasswool subject to no material
adverse event as defined in the Co-operation Agreement having occurred prior to the First, Second and Third anniversary from 19 February
2013 as below:
i)
58 Ordinary Shares following the First Completion Date;
ii)
60 Ordinary Shares following the Second Completion Date; and
iii)
64 Ordinary Shares following the Third Completion Date.
On 26 February 2015 (2014: 3 March 2014), Glasswool issued 60 (2014: 58) ordinary shares to SCV resulting in the Group’s equity interest
in Glasswool decreased from 87.46% to 84.99% (2014: 90.00% to 87.46%). As the result, the Group recorded a decrease (2014: increase)
in consolidated retained earnings of RM0.4 million (2014: RM3.0 million) and an increase in non-controlling interests amounting to RM16.9
million (2014: RM12.7 million) during the financial year.
On 8 December 2015, AIC acquired 218 ordinary shares from SCV for a total consideration of RM379.4 million (USD90.0 million). Effectively,
the Group’s equity interest in Glasswool from 84.99% to 95.28%. The Group recorded a decrease in consolidated retained earnings of
RM281.1 million and non-controlling interests amounting to RM98.3 million during the financial year.
(iii) Incorporation of Axiata SPV4 Sdn Bhd (“Axiata SPV4”)
The Company, had on 30 January 2015 completed the incorporation of Axiata SPV4, a private company limited by shares, under Companies
Act, 1965. Axiata SPV4 was incorporated with an authorised share capital of RM400,000 divided into 400,000 ordinary shares of which its
issued and paid-up capital is RM2. The nature of business to be carried by Axiata SPV4 is an investment holding company.
The incorporation of Axiata SPV4 did not have significant impact to the Group during the financial year.
(iv) Incorporation of Axiata Digital Innovation Fund Sdn Bhd (“ADIF”)
The Company, had on 26 March 2015 completed the incorporation of ADIF, a private company limited by shares, under Companies Act,
1965. ADIF was incorporated with an authorised share capital of RM400,000 divided into 400,000 ordinary shares of which its issued and
paid-up capital is RM2. The nature of business to be carried by ADIF is as venture capital company.
The incorporation of ADIF did not have significant impact to the Group during the financial year.
(v) Dilution of equity interest in XL
On 1 April 2015, the Extraordinary General Meeting of Shareholders of PT XL Axiata Tbk (“XL”) approved the Share-based Compensation
Program Grant Date V. On 21 April 2015, XL issued 6,891,003 ordinary shares at par value of IDR100 each without pre-emptive rights to its
eligible employees. Accordingly, the Group’s effective equity interest in XL diluted from 66.48% to 66.43%. The Group recorded an increase
in consolidated retained earnings of RM4.3 million and non-controlling interests of RM4.9 million respectively during the financial year.
(vi) Additional investment in Digital Commerce Lanka (Private) Limited (“DCL”)
On 15 May 2015 (2014: 26 August 2014), Dialog Axiata Plc (“Dialog”) further increased its equity interest in DCL from 42.48% to 45.71%
(2014: from 28.32% to 42.48%) which DCL was classified as an associate of the Group.
On 15 September 2015, Dialog Holdings Lanka (Private) Limited (“DHL”), a wholly-owned subsidiary of Dialog acquired 740,000 ordinary
shares in issue of DCL for a total consideration of RM7.7 million (SLR247.9 million) which representing 54.29% equity interest in DCL.
Accordingly, the Group derecognised its investment as associate and consolidated DCL as investment in a subsidiary by the Group.
The above did not have significant impact to the Group during the financial year except as disclosed in Note 9 to the financial statements.
