Axiata strives to raise our shareholder value by striking a balance between
short-term profitability and long-term growth.
Amended Announcements
Please refer to the earlier announcement reference number: GA1-13092018-00089
| Type | Announcement |
| Subject | OTHERS |
| Description |
PROPOSED ESTABLISHMENT BY PT XL AXIATA TBK (XL), A SUBSIDIARY OF AXIATA, OF SHELF BONDS AND SUKUK IJARAH PROGRAMME AMOUNTING TO IDR5.0 TRILLION EACH IN NOMINAL VALUE (PROPOSED XL BONDS & SUKUK IJARAH) |
1. INTRODUCTION
We are pleased to announce that XL, a 66.4%-owned subsidiary of Axiata listed on the Indonesia Stock Exchange (“IDX”), had on 13 September 2018 announced the Proposed XL Bonds & Sukuk Ijarah.
2. BRIEF DESCRIPTION
The Proposed XL Bonds & Sukuk Ijarah; namely, Shelf Registration Bond I XL Axiata Tranche I Year 2018 and Shelf Registration Sukuk Ijarah II XL Axiata Tranche I Year 2018 will be established under a 2-year programme.
The issuance of the Proposed XL Bonds & Sukuk Ijarah with each principal amount of up to IDR1.0 trillion shall consist of 5 series with maturity as follows:-
i) Series A - 370 Calendar Days as of the Issue Date
ii) Series B - 3 years as of the Issue Date
iii) Series C - 5 years as of the Issue Date
iv) Series D - 7 years as of the Issue Date
v) Series E - 10 years as of the Issue Date
The Proposed XL Bonds & Sukuk Ijarah will be issued via Shelf Registration Public Offering through bookbuilding process and have been assigned a rating of AAA (idn) - (Triple A) by PT Fitch Ratings Indonesia.
The salient terms and conditions of the Proposed XL Bonds and Sukuk Ijarah are as enclosed in the appendix to this announcement.
XL is one of the major cellular providers in Indonesia. XL became a public company and listed its shares on the IDX in 2005 under the name of PT Excelcomindo Pratama Tbk, before assuming its present name in 2009. As one of the leading mobile telecommunication companies in Indonesia, through wide network and service coverage throughout Indonesia, XL provides services to retail customers and offers business solutions to corporate customers. These services include Data, Voice, SMS, and other telecommunication services. The Company operates networks in GSM 900/DCS, 1800 and IMT-2000/3G technologies.
XL continues to provide the best quality data services to the customers by launching and improving its network. Over the years XL’s Base Transceiver Station (“BTS”) has reached 111,786 BTS with 4G-LTE service currently available in nearly 380 cities and regions of Indonesia with nearly 25,000 4G BTS. XL continues to innovate and is the first telecommunication operator in Indonesia which has launched 4,5G Ready with 1,800 MHz spectrum.
As of 30 June 2018, XL had approximately 52.9 million subscribers, approximately 98% of them are prepaid subscribers. Based on revenue as of the first-quarter of 2018, XL is still the second largest in Indonesia for telecommunication tower. XL’s cellular telecommunication network infrastructure coverage presently covers about 1,212 city and areas in the territory of Indonesia.
3. RATIONALE AND UTILISATION OF PROCEEDS
The Proposed XL Bonds & Sukuk Ijarah is an alternative funding resource with efficiency of time, price and total issuance in accordance with market conditions.
Proceeds after deducting expenses in relation thereto, will, after deduction of issuance costs, be used fully for capital expenditure in order to increase XL’s capacity and expand its network and improve service quality.
The capital expenditure includes but not limited to purchase of Base Station Subsystem (“BSS”) and/or purchase of fiber optic transmission. The BSS specification is in 4G LTE BTS to support GSM, UMTS and 4G LTE technology on one platform in the 900 Mhz, 1800 MHz and 2100 MHz cellular frequency bands which aims to expand the network coverage outside Java and increase the capacity and quality in Indonesia. Whereas the fiber optic transmission aims to strengthen the high-speed network connectivity between cities and to extend the fiber coverage to BTS in order to prepare XL’s high-speed network for BTS 4G LTE and next generations.
4. FINANCIAL EFFECTS
4.1 Issued and Paid-Up Share Capital and Substantial Shareholders’ Shareholdings
The Proposed XL Bonds & Sukuk Ijarah will not have any effect on Axiata’s issued and paid-up share capital or any of the substantial shareholders' shareholdings in Axiata.
4.2 Earnings and Earnings per share (“EPS”), Net Assets per share and Gearing
The effects of any issuance under the Proposed XL Bonds & Sukuk Ijarah on the consolidated earnings and consolidated EPS of Axiata are not expected to be material. However, the actual effects will depend on, amongst others, the effective financing cost of each of the series of the Bonds and Sukuk Ijarah issued and the specific use of proceeds thereof, both of which cannot be determined at this stage.
Any issuance of the Bonds & Sukuk Ijarah is not expected to have any material effect on the consolidated net assets per share of Axiata but will increase Axiata’s consolidated gearing, the quantum of which is dependent on the amount issued.
For illustrative purposes, based on Axiata’s audited consolidated statement of financial position as at 31 December 2017 and assuming the maximum amount of IDR5.0 trillion nominal value of Sukuk* are issued as at 31 December 2017, Axiata’s consolidated gearing would increase from 0.63 times to 0.67 times (before taking into consideration the use of proceeds and expenses relating to the Proposed XL Bonds & Sukuk Ijarah and issuance thereafter).
Note: *Approximately RM1.5 billion, based on the middle rate of IDR100:RM0.0279 as at 13 September 2018 as published by Bank Negara Malaysia.
5. APPROVALS OBTAINED/REQUIRED
The Proposed XL Bonds & Sukuk Ijarah is not subject to approvals from Axiata’s shareholders and/or any regulators/authorities in Malaysia.
XL has obtained a pre-effective statement from The Financial Services Authority (“OJK”) on 12 September 2018 for the commencement of bookbuilding of the Proposed XL Bonds & Sukuk Ijarah and have signed a preliminary listing agreement as required for the listing of the Bonds and Sukuk Ijarah.
6. INTEREST OF DIRECTORS, MAJOR SHAREHOLDERS AND/OR PERSONS CONNECTED WITH THEM
None of Axiata’s Directors, major shareholders and/or persons connected to them has any interest, direct or indirect, in the Proposed XL Bonds & Sukuk Ijarah.
7. ADVISORS
PT CGS-CIMB Sekuritas Indonesia, PT Mandiri Sekuritas, PT Indo Premier Sekuritas, PT Maybank Kim Eng Sekuritas and PT DBS Vickers Sekuritas Indonesia were appointed as the joint lead underwriters for the Proposed XL Bonds & Sukuk Ijarah.
This announcement is dated 13 September 2018.
This announcement does not constitute a public offer as defined in Indonesian Capital Market Law, Law No. 8 of 1995 or an offer to sell or the solicitation of an offer to buy any securities in Indonesia, Malaysia, the United States or any other jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such jurisdiction. No securities may be offered or sold in the United States absent registration or an applicable exemption from registration requirements. Any public offering of such securities to be made in the United States will be made by means of a prospectus. Such prospectus will contain detailed information about the company making the offer and its management and financial statements. No public offer of securities is to be made by Axiata or XL in the United States.
No approval from the Securities Commission of Malaysia (“SC”) is or will be obtained under the Capital Markets and Services Act 2007 (“CMSA”) in respect of the securities, and no prospectus which complies with the requirements of the CMSA and the guidelines of the SC has been registered with the SC pursuant to the CMSA or with any other regulatory body in Malaysia. No securities may be offered or sold to any person in Malaysia, except to a person falling within paragraphs 7, 8, 9, 11, 12, 13 or 14 of Schedule 6 of the CMSA, or any other persons as may be specified by the SC in any guideline issued under Section 377 of the CMSA, by a holder of a Capital Markets Services Licence who carries on the business of dealing in securities.
| Company Name | AXIATA GROUP BERHAD |
| Stock Name | AXIATA |
| Date Announced | 13 Sep 2018 |
| Category | General Announcement for PLC |
| Reference Number | GA1-13092018-00095 |
Please refer attachment below.
Attachments