axiata group berhad | annual report 2015
244
NOTES TO THE
FINANCIAL STATEMENTS
FOR THE FINANCIAL YEAR ENDED 31 DECEMBER 2015
46. EVENTS AFTER REPORTING PERIOD (CONTINUED)
(d) Spectrum Reallocation
On 1 February 2016, Celcom and its wholly-owned subsidiary, Celcom Mobile received notices of spectrum reallocation from Malaysian
Communications and Multimedia Commission (“MCMC”) for both the 900MHz and 1800MHz bands. Based on the notice from MCMC, compared
to the current allocation will be lowered from 2 x 17MHz to 2 x 10MHz in 900MHz band and from 2 x 25MHz to 2 x 20MHz in 1800 MHz band.
This is line with the Government’s decision to optimise the use of spectrum resources. The spectrum will be assigned for a fee for a period of
15 years. The fee for the spectrum assignment is currently being determined. The Group is currently reviewing and assessing the impact of the
above changes.
47. SIGNIFICANT EVENT DURING THE FINANCIAL YEAR
(a) Proposed investment in Ncell Private Limited (“Ncell”)
On 21 December 2015, Axiata UK, a wholly-owned subsidiary of Axiata entered into a SPA and other ancillary agreements for the acquisition of
the entire issued and paid-up capital of Reynolds Holdings Limited (“Reynolds”) for a total cash consideration of approximately RM5,907.0 million
(USD1,365.1 million). Reynolds in turn holds 800,000 shares representing 80.00% of the equity interest in Ncell.
The proposed investment is subject to the following conditions having been satisfied or waived in accordance with the SPA:
(i)
no material adverse change (as defined in the SPA) having occurred on or prior to the Closing Date;
(ii) the shareholders of the Company having approved the acquisition of the Shares by the Buyer on the terms of the SPA;
(iii) receipt by the buyer of an approval of Bank Negara Malaysia to permit the investment in Ncell and the payment and remittance of the
Closing Payment;
(iv) the transfer of 20.00% of the fully diluted share capital of Ncell currently held by Niraj Govinda Shrestha (“NGS”) to Sunivera Capital Venture
Pvt Ltd having completed; and
(v) subsequent to the satisfaction (or waiver in accordance with the terms of the SPA) of the Condition (iv), receipt by the buyer of a waiver
from TS Norway, each Seller and NGS of any right to receive, or any other interest in, the dividend declared by Ncell on 21 December 2012
for an amount equal to NPR11.0 billion and any other dividend declared by Ncell and/or Reynolds and not paid on or before the Closing
Date.
The proposed investment is yet to be completed as at 31 December 2015.
