Investors

Introduction

On behalf of Axiata Group Berhad (“Axiata”), CIMB Investment Bank Berhad (“CIMB”) is pleased to announce that Axiata SPV5 (Labuan) Limited (“Axiata SPV5” or “Issuer”), a wholly-owned subsidiary of Axiata, has on 10 August 2020 lodged with the Securities Commission Malaysia (“SC”) the relevant information and documents in respect of the EMTN Programme and has also executed the relevant transaction documents for the establishment of the EMTN Programme.

Details of the EMTN Programme and the Issuer

The EMTN Programme does not have a fixed tenure. However, each series of Notes issued under the EMTN Programme (“Series”) will have such maturities as may be agreed between the Issuer and the relevant dealer subject to such minimum or maximum maturities as may be allowed or required from time to time by the relevant central bank or any laws or regulations.   

The EMTN Programme has been assigned a rating of BBB+(s) by Standard & Poor Rating Services ("S&P"). In addition, Axiata is in the midst of procuring a programme rating from Moody's Investors Services Singapore Pte Ltd ("Moody's") in respect of the EMTN Programme but such rating will only be assigned prior to the first issuance of the Notes. However, Moody’s has assigned the Issuer Rating for Axiata which is Baa2(s).  

The Notes issued under the EMTN Programme may be listed on Singapore Exchange Securities Trading Limited (“SGX-ST”), or such other competent authority, stock exchanges or quotation system as may be agreed between the Issuer and the relevant dealer.  

Other salient terms and conditions of the EMTN Programme will be determined prior to the issuance of the Notes, which will be announced in due course.  

The Issuer is a company incorporated in the Federal Territory of Labuan with limited liability under the Labuan Companies Act 1990.  The issued and fully paid-up share capital of the Issuer is RM1.00 consisting of 1 ordinary share of RM1.00. No part of the equity of the Issuer is listed or dealt on any stock exchange and no listing or permission to deal in such securities is being or is proposed to be sought. The Issuer does not have any subsidiaries.

Rationale for the EMTN Programme

The EMTN Programme is a capital management initiative undertaken by Axiata to optimise its balance sheet and improve its capital efficiency. The EMTN Programme will provide Axiata with the flexibility to time its fund-raising exercises as well as enable it to have access to a greater diversity of investors, both onshore and offshore.    

The net proceeds from the issuance of Notes under the EMTN Programme are expected to be utilised for the refinancing of existing indebtedness, capital expenditure and general corporate purposes of Axiata or as may be otherwise specified at the time of issue of the relevant Series.

Effects of the EMTN Programme

Issued and paid-up share capital and substantial shareholders’ shareholdings

The EMTN Programme and the issuance of Notes thereunder will not have any effect on Axiata’s issued and paid-up share capital or any of the substantial shareholders' shareholdings in Axiata.

Earnings and earnings per share (“EPS”), net assets per share and gearing

The effect of issuance of Notes under the EMTN Programme in respect to the consolidated earnings and consolidated EPS of Axiata are not expected to be material. However, the actual effect will depend on, amongst others, the effective financing cost of each Notes issuance and the specific use of proceeds thereof, both of which cannot be determined at this stage.    

Any issuance of Notes under the EMTN Programme is not expected to have any material effect on the consolidated net assets per share of Axiata.  

Any issuance of Notes under the EMTN Programme will increase Axiata’s consolidated gearing, the quantum of which will depend on the amount issued.

Approvals Obtained/Required

(i) Bank Negara Malaysia (“BNM”), as the Controller of Foreign Exchange had, via a letter dated 28 July 2020 and subsequent letter of clarification dated 6 August 2020, granted its approval in respect of the EMTN Programme;   

(ii) The SGX-ST had on 5 August 2020 granted approval-in-principle for the listing of the EMTN Programme on the SGX-ST;  

(iii) The documents and information in respect of the EMTN Programme have been lodged with SC on 10 August 2020 pursuant to the Guidelines on Unlisted Capital Market Products under the Lodge and Launch Framework (issued on 9 March 2015 and revised on 30 June 2020 as amended from time to time) (“LOLA Framework”).

Interest of Directors, Major Shareholders and/or Persons Connected to Them

None of Axiata’s Directors, major shareholders and/or persons connected to them has any interest, direct or indirect, in the EMTN Programme.

Advisers

CIMB has been appointed as the sole Principal Adviser for the EMTN Programme. CIMB, Citigroup Global Markets Limited, Standard Chartered Bank, and UBS AG Singapore Branch have been appointed as the Arrangers and Dealers for the EMTN Programme.

This announcement is dated 10 August 2020.

This announcement is not an offer of securities for sale in the United States or any other jurisdiction. The securities referred to herein have not been and will not be registered under the U.S. Securities Act of 1933, as amended (the "Securities Act"), or any state securities laws of the United States, and may not be offered, sold or delivered in the United States or to or for the account or benefit of U.S. persons (as defined in Regulation S under the Securities Act) absent registration or an applicable exemption from, or in a transaction not subject to, the registration requirements under the Securities Act and applicable state securities laws of the United States. Nothing in this communication shall constitute an offer to sell or the solicitation of an offer to buy securities in any jurisdiction in which such offer or sale would be unlawful. No money, securities or other consideration is being solicited by this announcement or the information contained herein and, if sent in response to this announcement or the information contained herein, will not be accepted. Neither this communication nor any information herein nor the fact of its distribution shall form the basis of, or be relied on in connection with, any contract or commitment or investment decision whatsoever. No public offering of securities will be made in the United States. A rating is not a recommendation to buy, sell or hold the securities and may be subject to suspension, reduction or withdrawal at any time by the rating agency.

Any Notes to be issued under the EMTN Programme may not be issued, offered, sold or delivered, offered for subscription or purchase, transferred or otherwise disposed of, and no invitation to subscribe for or purchase such Notes in Malaysia may be made, directly or indirectly, nor may any document or other material in connection therewith may not be distributed in Malaysia, other than (a) at issuance, to persons falling within categories of persons specified under Part I of Schedule 6 and Part I of Schedule 7 of the Capital Markets and Services Act 2007 (“CMSA”); (b) after issuance, to persons falling within categories of persons specified under Part I of Schedule 6 (or Section 229(1)(b)) of the CMSA; and to (c) to persons falling, or unless such offer or invitation falls, within section 8(5) of the Labuan Financial Services and Securities Act 2010, subject to any law, order, regulation or official directive of BNM, SC and/or any other regulatory authority from time to time. The issuance of, offer for subscription or purchase of or invitation to subscribe for the Notes would also fall within paragraph 12, Schedule 8 (or Section 257(1)) of the CMSA, on the basis that the EMTN Programme has received an international rating of BBB+(s) by S&P.