TRANSACTIONS (CHAPTER 10 OF LISTING REQUIREMENTS) NON RELATED PARTY TRANSACTIONS
Description
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NOVATION OF PUT OPTION OVER ORDINARY SHARES OF INDIAN RUPEES (“RS.”) 10 EACH IN IDEA CELLULAR LIMITED BY AXIATA GROUP BERHAD
We refer to the announcements dated 25 June 2008 and 19 March 2010 as well as the Circular to shareholders of Axiata dated 17 July 2008 in relation to, among other matters, the merger of Spice Communications Limited (“Spice”) and Idea Cellular Limited (“Idea”) (“Merger”).
Announcement Details/Table Section :
As part of the Merger:
Green Acre Agro Services Private Limited (“GAASPL”) had granted Axiata an option to purchase some or all of the ordinary shares of Rs.10 each in Spice (“Spice Shares”) held by GAASPL (“Call Option”); and
Axiata had granted GAASPL an option to require Axiata, Axiata Investments 1 (India) Limited (previously known as TMI India Ltd) or Axiata Investments 2 (India) Limited (previously known as TMI Mauritius Ltd) (both wholly-owned subsidiaries of Axiata) to purchase some or all of the Spice Shares held by GAASPL (“Put Option”).
The Spice Shares have subsequently been exchanged with ordinary shares of Rs.10 each in Idea (“Idea Shares”) pursuant to the Merger. If the Call Option or Put Option were exercised in full, the Axiata group of companies’ (“Axiata Group”) equity interest in Idea would increase from 19.1% to 20.0%.
The Call Option expired unexercised on 23 October 2010 and Axiata has ceased to have any rights or obligations under the Call Option. The Put Option will expire on 23 October 2011.
Having considered various factors including the current market price of the Idea Shares and legal and regulatory requirements applicable in India, we wish to announce that Axiata, Axiata Investments 1 (India) Limited and Axiata Investments 2 (India) Limited have novated the Put Option to Merrill Lynch International on 14 February 2011 pursuant to which:
Axiata, Axiata Investments 1 (India) Limited and Axiata Investments 2 (India) Limited (collectively, the “Axiata Parties”) have novated all their rights and obligations under the Put Option to Merrill Lynch International, a company incorporated under the laws of England and Wales, for approximately United States of America Dollar (“USD”) 108.1 million (equivalent to approximately RM330.1 million based on the exchange rate of RM1:USD3.0545 prevailing on 14 February 2011), which had been arrived at after taking into consideration the terms and conditions of the Put Option, payable by the Axiata Parties to Merrill Lynch International; and
GAASPL has agreed to the substitution of Merrill Lynch International in place of the Axiata Parties under the Put Option and has irrevocably and unconditionally released and discharged the Axiata Parties from any and all obligations under the Put Option,
(collectively referred to as the “Novation”). The Novation was completed on 14 February 2011.
None of the Directors and major shareholders of Axiata and/or persons connected to them have any interest, direct or indirect, in the Novation.
The Novation is not expected to have any material effect on the consolidated earnings or net assets of Axiata given that the GAASPL Put Option has been recorded at fair value in Axiata Group’s financial statements.
