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Back 13 Dec 2012

Type	Announcement
Subject	OTHERS
Description	AXIATA GROUP BERHAD ("AXIATA") - ACQUISITION BY AXIATA INVESTMENTS (CAMBODIA) LIMITED OF THE ENTIRE SHARES IN ISSUE OF GLASSWOOL HOLDINGS LIMITED
INTRODUCTION We are pleased to announce that Axiata Group Berhad and its wholly-owned subsidiary, Axiata Investments (Cambodia) Limited (“AIC”) have on 13 December 2012 entered into a Sale and Purchase Agreement (“SPA”) with Timeturns Holdings Limited (“Timeturns”) for the acquisition of the entire ordinary shares in issue (“Purchased Shares”) of Glasswool Holdings Limited, (“Glasswool”), which will be the owner of the entire ordinary shares in issue of Latelz Co. Ltd. (“Latelz”) in Cambodia (“Acquisition of Latelz”) upon completion of the Acquisition of Latelz. INFORMATION ON THE COMPANIES AIC AIC was incorporated on 7 December 2012 in the Federal Territory of Labuan, Malaysia as an investment holding company. AIC was incorporated with an authorised share capital of USD100,000.00 divided into 100,000 ordinary shares. The issued and paid-up share capital of AIC is currently USD2.00 divided into 2 ordinary shares of USD1.00 each. Glasswool Glasswool was incorporated on 12 November 2012 in the Federal Territory of Labuan, Malaysia to engage in offshore trading and investment holding activities. The issued and paid-up share capital of Glasswool is currently USD2,000.00 divided into 2,000 ordinary shares of USD1.00 each. Timeturns Timeturns is a company based in Cyprus which owns several telecommunication operators and licenses within Asia and Africa. In Cambodia, Timeturns, through Latelz, owns licenses to act as mobile telecommunication operator and internet provider. Latelz launched its commercial operations in mid-February 2009 and subsequently acquired Applifone Co. Ltd in December 2010 which had the commercial brand of StarCell. Based on the latest records of the Ministry of Posts and Telecommunications of Cambodia (“MPTC”), Latelz currently operates under the brand name of ‘Smart Mobile’ and holds GSM license with 15MHz GSM1800 and 3.6MHz GSM900, 3G license with 10MHz UMTS2100 and ISP license with 70MHz WiMAX. The Latelz network coverage stretches nationwide to all 24 provinces, and its 3.75G network is available in all 24 provinces of Cambodia. SALIENT TERMS OF THE ACQUISITION OF LATELZ The transaction will involve AIC acquiring Glasswool, which will be the sole owner of Latelz upon completion of the transaction. Subsequently, it is Axiata’s intention to merge the operations of Hello and Latelz as one combined entity. The acquisition will be settled via a cash consideration of approximately USD155 million (subject to adjustments for the actual net debt and working capital positions as of the date of completion) as well as a 10% stake in the combined entity, with Axiata ending up with a 90% stake in the merged company. The 10% stake will be held by the remaining partner. The transaction, with an implied enterprise value of USD180 million, will be funded via a combination of internal cash and debt from existing financial facilities. The Acquisition of Latelz shall be subject to various completion items which shall include but not limited to customary regulatory approvals of similar nature from MPTC, Council for the Development of Cambodia and Ministry of Commerce, amongst others. The SPA provides for the completion of the Acquisition of Latelz to be on or before 31 March 2013, or such later date that the parties may agree. RATIONALE FOR THE ACQUISITION OF LATELZ Consolidation The Cambodian market is primed for consolidation with 9 mobile players in a country with a population of approximately 15 million and with the Acquisition of Latelz, Axiata will have a head start with a significantly strengthened entity and clear market leadership. Synergies The merger will provide Axiata with improved economies of scale, remove duplicative costs and enhance revenue potential, amongst other benefits. The merged company will also facilitate synergies and the sharing of best practices between Latelz and Hello including increased spectrum and significant synergies across network coverage and infrastructure. In a highly competitive market, the merger will give Axiata the benefit of scale with a quicker and more cost effective time to market than via organic growth. Smart Mobile operates on a cost efficient model with its strong brand, nationwide reach and customer service focus. Smart Mobile and Hello were amongst the top performers in the market over the last year (from Q2 2011 to Q2 2012), with both players more than doubling their respective subscriber market shares and the average quarterly EBITDA in 2012 more than quadrupling for each company as compared to that in 2011. The combined company will, therefore, emerge as one of the largest players in the market, with a strong balance sheet, the highest number of retail outlets to serve customers and stronger network coverage with the largest 3G network in Phnom Penh. In Line with Axiata’s Long Term Strategy and Financial Objectives In-country consolidation is a key focus for Axiata Group and this strategic move is very much in line with that strategy. The merger will significantly enhance Axiata’s position to a stronger growth platform whilst also establishing a strong beachhead for the Group in Indochina, a focus region for expansion. The combined entity is expected to become earnings accretive for Axiata within the first year of operations. SOURCE OF FUNDS The Acquisition of Latelz will be financed by Axiata’s internal generated funds and/or existing financing facilities. FINANCIAL EFFECTS The Acquisition of Latelz does not have any effect on the issued and paid-up share capital and earnings of Axiata and is not expected to have any material effect on the gearings and net assets of the Axiata Group for the financial year ending 31 December 2012. APPROVALS OF SHAREHOLDERS The Acquisition of Latelz is not subject to the approval of the shareholders of Axiata. DIRECTORS’ AND MAJOR/SUBSTANTIAL SHAREHOLDERS’ INTEREST None of the Directors, major shareholders of Axiata and/or persons connected to them has any direct or indirect interest in the Acquisition of Latelz. Media release on the Acquisition of Latelz is provided below. This announcement is dated 13 December 2012.

Announcement Info

Company Name	AXIATA GROUP BERHAD
Stock Name	AXIATA
Date Announced	13 Dec 2012
Category	General Announcement
Reference No	AG-121213-F8D76

Attachments

AXIATA131212.pdf (Size: 433,301 bytes)