Investors

INTRODUCTION

We are pleased to announce that Axiata Investments (Labuan) Limited (“AIL”), a wholly-owned subsidiary of Axiata, had on 19 December 2014 entered into a Sale and Purchase Agreement (“SPA”) with Arif Hussain (“Arif”) and Joozer Jiwakhan (“Joozer”) for the acquisition of the entire issued share capital (“Purchase Shares”) of Edotco Pakistan (Private) Limited (“e.co PK”) at a cash consideration of PKR3,100.00 (equivalent to RM107.26) (“Acquisition-e.co PK”).

(AIL and the sellers, namely, Arif and Joozer (“Sellers”) are referred to hereafter as “Parties”)   

INFORMATION OF THE COMPANIES AND SELLERS

AIL

AIL is a private company incorporated in the Federal Territory of Labuan, Malaysia on 21 February 1997 as an investment holding company. AIL was incorporated with the initial issued and paid-up share capital of USD10,000.00 divided into 10,000 ordinary shares of USD1.00 each. The issued and paid-up share capital of AIL is currently USD78,425,873.00 divided into 78,425,873 ordinary shares of USD1.00 each.  

e.co PK

e.co PK is a private company incorporated in Pakistan on 25 October 2013 with an authorised share capital of PKR25,000,000.00 divided into 2,500,000 ordinary shares of PKR10 each (“e.co PK Shares”).

The current issued and paid-up share capital of e.co PK is PKR3,000.00 divided into 300 e.co PK Shares each of which 200 e.co PK Shares are held by Arif, House D-25, KDA Scheme-1, Shahrah-e-Faisal, Karachi, Pakistan and the remaining 100 e.co PK Shares are held by Joozer, Saima Springfield Apartments, Flat No. A-503, Plot 18, Frere Town 3, Karachi, Pakistan.

SALIENT TERMS OF THE SPA

i)      The Purchase Shares shall be acquired free from all encumbrances; 

ii)     The SPA is subject to fulfilment or waiver of; inter-alia, the following key conditions on or before 31 January 2015 or such later date (“Completion Date”) agreed by the Parties (“Conditions”):-    

     a)      Receipt of approval from the Pakistan Telecommunication Authority to the proposed change in e.co PK’s ownership under the Pakistan Telecommunication (Re-organisation) Act, 1996; and

        b)      Receipt of approval from the Competition Commission of Pakistan on the acquisition by AIL of the Purchase Shares;

iii)    The SPA shall terminate if the Conditions are not satisfied or waived by the Parties by the Completion Date. On termination, neither Parties shall have any claim against the other except for any prior breach of the SPA.

FINANCIAL EFFECTS

The Acquisition-e.co PK 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 Axiata Group for the financial year ending 31 December 2014.

APPROVAL OF SHAREHOLDERS

The Acquisition-e.co PK is not subject to the approval of the shareholders of Axiata.

DIRECTORS AND MAJOR/SUBSTANTIAL SHAREHOLDERS’ INTEREST