Investors

We refer to our announcement on 2 October 2015 in relation to the above.

We are pleased to announce that edotco Group Sdn Bhd (“edotco Group”) had today completed the acquisition of 75% equity interest in Digicel Asian Holdings Pte Ltd (“DAH”), the parent of Digicel Myanmar Tower Company Limited (“MTC”).

As part of the completion, edotco Investments (Labuan) Limited (“edotco Investments”), a wholly owned subsidiary of edotco Group, has also entered into a Put and Call Option Agreement with YSH Finance Limited (“YSH Finance”) for the sale and purchase of 500,000 ordinary shares in DAH which represents 25% interest of the total number of issued ordinary shares in the share capital of DAH, owned by YSH Finance, (“Option Shares”).

The salient terms of the Put and Call Option Agreement are as follows:-

The Put and Call Option may be exercisable for a period of 5 years from the date of the Put and Call Option Agreement (“Option Period”) subject to certain prescribed moratorium periods.

The Put Option and the Call Option in respect of the Option Shares and any outstanding shareholder loans advanced by YSH Finance to DAH from time-to-time can be exercised at the higher of the following (“Purchase Price”):-

• USD40.25 million, which is based on the USD221 million enterprise valuation agreed between edotco Investments and Digicel for the acquisition of the 75% effective interest in DMTC (“Enterprise Valuation”); and
• Future enterprise valuation based on a pre-agreed multiple of EBITDA and MTC’s trailing 12 month actual performance.

The Purchase Price was arrived at by edotco Investments and Yoma Strategic Holdings Ltd., the holding company of YSH Finance, on a willing-buyer willing-seller basis taking into account, amongst other things, the Enterprise Valuation and the parties’ confidence in the business of MTC.

None of the Directors, major shareholders of Axiata and/or persons connected to them has any direct or indirect interest in the Put and Call Option Agreement.

This announcement is dated 4 December 2015.