Investors

1.0      INTRODUCTION

Adknowledge Asia Pacific Pte. Ltd. (“APAC”), an 80% subsidiary of Axiata Digital Advertising Sdn Bhd (“ADA”), a wholly owned subsidiary of Axiata Digital Services Sdn Bhd which in turn is a wholly owned subsidiary of Axiata Group Berhad ("Axiata"), had on 7 August 2015 entered into a Sale and Purchase Agreement (“SPA”) with Komli Media, Inc (“Komli”) for the acquisition of the entire issued share capital (“Purchase Shares”) of Komli Asia Holding Pte.Ltd. (“Komli Asia”) at a cash consideration of USD11.25 million (“Acquisition-Komli Asia”).

2.0       INFORMATION ON KOMLI AND KOMLI ASIA

Founded in 2006, Komli is Asia Pacific's leading digital media technology platform specialising on digital marketing, performance advertising, social media, brand solutions/ advertising, search marketing and video solutions. With it digital advertising technologies/platforms, Komli enables digital marketers to convert site visitors into loyal customers whilst leveraging consumer insights across web, mobile and Customer Relation Management to reach users across devices.

Komli was incorporated in the State of Delaware with a principal office located at 1412 Broadway, Suite 2010, New York, NY10018, United States of America. Headquartered in Mumbai, Komli has offices in Bangalore, Chennai, New Delhi, Hong Kong, Manila, Singapore, Melbourne and Sydney.

Komli’s operations in the South East Asia markets; namely, Hong Kong, Thailand, Singapore, Vietnam, Philippines, Indonesia and Malaysia are carried out through subsidiary and/or associates companies held by Komli Asia (“Komli Asia Group”). Komli Asia is a private limited company incorporated in Singapore with registered office at 120, Robinson Road, #05-01, Parakou Building, Singapore 068913.

3.0       SALIENT TERMS OF ACQUISITION-KOMLI ASIA, PURCHASE CONSIDERATION AND SOURCES OF FUNDS

Key terms of the Acquisition-Komli Asia as stipulated in the SPA are as follows:-

1. The purchase consideration for the Purchase Shares of USD11.25 million (“Purchase Consideration”) shall be paid in cash;
2. The Purchase Consideration shall be adjusted with the difference between the target working capital of Komli Asia Group against its working capital  which shall be determined based on the aggregate value of Komli Asia Group’s current assets less its current liabilities (as defined in the SPA) at the close of business on the date of completion.  
3. The Purchase Shares shall be acquired free from all encumbrances; and
4. The SPA shall terminate if the conditions are not satisfied or waived by the completion date. On termination, neither parties shall have any claim against the other except for any prior breach of the SPA.

The Purchase Consideration will be funded through internally generated funds.

4.0       RATIONALE FOR THE ACQUISITION-KOMLI ASIA      

The Acquisition-Komli Asia is a compelling strategic opportunity for APAC as it enables APAC to skip past the formative stage of its business plan and scale up its presence and operations in South East Asian region. Komli Asia Group brings with it a geographically diversified revenue and provides a strong strategic fit across digital advertising verticals such as social, video, display and mobile. It also brings in an experienced and deployed talent base of more than 100 sales, ad-ops and other personnel with strong reputation in the region with deeply entrenched relationships with premium publishers and advertisers.

5.0       FINANCIAL EFFECTS

The Acquisition-Komli Asia does not have any effect on the issued and paid-up share capital of Axiata and will not have any material effect on the earnings, gearings and net assets of the Axiata Group for the year financial ending 31 December 2015.

6.0       APPROVAL OF SHAREHOLDERS AND/OR AUTHORITIES

The Acquisition-Komli Asia is not subject to the approval of the shareholders of Axiata or any regulatory authorities.

7.0       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 Acquisition-Komli Asia.

This announcement is dated 7 August 2015.