axiata group berhad | annual report 2015
150
NOTES TO THE
FINANCIAL STATEMENTS
FOR THE FINANCIAL YEAR ENDED 31 DECEMBER 2015
5.
INCORPORATIONS, ACQUISITIONS, MERGERS, DISPOSALS AND DILUTIONS OF INTERESTS (CONTINUED)
(a) Incorporation, acquisitions, and dilutions of interests during the financial year (continued)
(vii) Incorporation of Adknowledge Asia Pacific (India) Private Limited (“AAP India”)
ADS through its 80.00% subsidiary, AAP had, on 1 June 2015, completed the incorporation of AAP India, a private company limited by
shares, under the Companies Act, 2013.
The incorporation of AAP India did not have significant impact to the Group during the financial year.
(viii) Incorporation of edotco Holdings (Labuan) Limited (“e.co Holdings Labuan”)
On 20 July 2015, the Group announced the incorporation of e.co Holdings Labuan, a private company limited by shares, under the Labuan
Companies Act, 1990. e.co Holdings Labuan was incorporated with an issued paid-up share capital of USD2,000 divided into 2,000 ordinary
shares of USD1 each. The nature of business to be carried by e.co Holdings Labuan is as an investment holding company.
The incorporation did not have significant impact to the Group during the financial year.
(ix) Acquisition of equity interest in Yonder Music Inc (“Yonder”)
ADS, had on 14 July 2015 entered into a Stock Purchase Agreement with Yonder, Yonder Music Partners LLC, Adam Kidron and Jim
Heindlmeyer for the proposed acquisition by ADS of 12,210,400 Series A Convertible Preference Shares with a par value of USD0.001 per
share in Yonder at the purchase price of USD0.819 per share amounting to RM39.3 million (USD10.0 million).
The acquisition was completed on 24 July 2015. The acquisition did not have significant impact to the Group during the financial year.
(x) Acquisition of equity interest in WSO2. Telco Inc. (“WSO2. Telco”)
On 24 July 2015, ADS entered into a Subscription and Stockholders’ agreement with WSO2. Inc and WSO2. Telco for the initial subscription
by ADS of the following shares in WSO2. Telco for the total consideration as below:
i)
5,000,000 ordinary shares at USD0.0001 per share satisfied via provision of contracts and assets by ADS; and
ii)
4,615,385 preference shares at USD0.39 per share satisfied via cash settlement of RM7.6 million (USD1.8 million).
Further to the initial subscription and subject to WSO2. Telco’s achieving all its determined key performance indicators on or before the first
anniversary of the completion of the initial subscription; ADS shall further subscribe in cash an additional 2,051,282 WSO2. Telco Preferred
Stocks at USD0.39 per share.
On 4 September 2015, ADS completed the initial subscription in WSO2. Telco and effectively WSO2. Telco became a 65.80% owned
subsidiary of the Group. The acquisition did not have significant impact to the Group during the financial year.
(xi) Incorporation of edotco Services Lanka (Private) Limited (“e.co SL”)
On 7 August 2015, the Group completed the incorporation of e.co SL, a private company limited by shares in Sri Lanka, under the Companies
Act No. 7 of 2007. e.co SL was incorporated with share capital of SLR67,500,000.00 divided into 1,350,000 ordinary shares of LKR50.00
each. The nature of business to be carried by e.co SL is the provision of end to end Integrated Infrastructure Services.
The incorporation did not have significant impact to the Group during the financial year.
(xii) Acquisition of Komli Media, Inc (“Komli”)
On 7 August 2015, AAP had entered into a Sale and Purchase Agreement (“SPA”) with Komli for the acquisition of the entire issued and
paid-up share capital of Komli Asia Holding Pte. Ltd. (“Komli Asia”) for a cash consideration of RM39.3 million (USD11.3 million).
The acquisition above was completed on 2 September 2015 and effectively Komli became a 80.00% owned subsidiary of the Group. The
acquisition had no significant impact to the Group during the financial year.
