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Back 04 May 2011
Date Announced
:
04/05/2011  



Type
:
Announcement
Subject
:
OTHERS

Description
:
ENTRY INTO A SHAREHOLDERS AGREEMENT BY DIALOG AXIATA PLC, A 84.97% SUBSIDIARY COMPANY OF AXIATA GROUP BERHAD ("AXIATA"), AND ITS WHOLLY-OWNED SUBSIDIARY COMPANY, DIALOG BUSINESS SERVICES (PRIVATE) LIMITED WITH FIRSTSOURCE SOLUTIONS LIMITED

Announcement Details/Table Section :

INTRODUCTION

We are pleased to announce that Dialog Axiata PLC (“Dialog”), an 84.97% subsidiary company of Axiata, and its wholly - owned subsidiary company Dialog Business Services (Private) Limited (“DBS”) had on 3 May 2011 entered into a Shareholders Agreement (“Shareholders Agreement”) with Firstsource Solutions Limited (“FSL”) for the establishment of a joint venture for the provision of Information Technology Enabled (“ITES”) and Business Process Outsourcing (“BPO”) services in Sri Lanka and also to the international market.

INFORMATION ON THE COMPANIES

Dialog

Dialog was incorporated in August 1993 and commenced operations in 1995. The stated capital of Dialog is LKR30,556,113. Dialog, listed on the Colombo Stock Exchange,is the largest mobile telecommunications service provider in Sri Lanka operating 2.5G and 3/3.5G mobile communications networks supporting the very latest in multimedia and mobile internet services. Dialog has the distinction of being the first 3G operator in South Asia to commence commercial operations. Its local coverage spans all provinces of Sri Lanka, while international roaming is provided in over 200 destinations. Dialog Axiata, the largest and fastest growing cellular service in Sri Lanka also operates Dialog Television a direct-to-home satellite television service and Dialog Broadband Network, providing backbone and transmission infrastructure facilities and data communication services, serving a subscriber base in excess of 7 million Sri Lankans.

FSL

FSL is a company incorporated in India and having its registered office at Peninsula Chambers, 6th Floor, Ganpatrao Kadam Marg, Lower Parel (West), Mumbai 400 013 .FSL is a leading global provider of customized BPO services to the Healthcare, Telecom and Media and Banking and Financial Services industries. Its clients include Fortune 500, FTSE 100 & Nifty 50 companies. Firstsource has a “rightshore” delivery model with operations in India, U.S., UK and Philippines. (www.firstsource.com).

SALIENT TERMS OF THE SHAREHOLDERS AGREEMENT

Under the Shareholders Agreement, the initial shareholding percentage of both FSL and Dialog in DBS shall be as follows:-

Shareholder
Number of shares in DBS
Percentage
FSL
6,823,570
74%
Dialog
2,397,470
26%

The joint venture company, DBS, will be eventually known as ‘Firstsource-Dialog Solutions’.

RATIONALE FOR ENTRY INTO THE SHAREHOLDERS AGREEMENT

The entry into the Shareholders’ Agreement provides Dialog with the opportunity to enter into a partnership with a global BPO player of the caliber of FSL. The collaboration with FSL also compliments Dialog’s own contact centre operation. With the entry of FSL as a major investor in DBS and infusion of global best practice in BPO operations, it supports Dialog’s vision to become a fore-runner in Sri Lanka’s ITES and BPO space.

In addition to serving local BPO clientele, Firstsource-Dialog Solutions will from its inception manage Dialog’s customer contact management operations across its mobile, fixed line, Pay Television & broadband businesses. The contact centre of Firstsource-Dialog Solutions is the first in Sri Lanka to have been awarded International BPO Industry Standard COPC (Customer Operations Performance Centre 2008) certification, and has been the recipient of several regional awards over the past years.

FINANCIAL EFFECTS

The entry into the Shareholders Agreement 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 financial year ending 31 December 2011.


APPROVALS OF SHAREHOLDERS AND AUTHORITIES

The entry into the Shareholders Agreement is not subject to the approval of the shareholders of Axiata and any relevant governmental authorities.


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 Shareholders Agreement.


This announcement is dated 4 May 2010.