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216<br />

<strong>Telkom</strong> Annual Report 2009<br />

Notes to the consolidated annual financial statements (continued)<br />

for the three years ended March 31, 2009<br />

36. ACQUISITION AND DISPOSALS OF SUBSIDI<strong>AR</strong>IES, JOINT VENTURES AND MINORITY INTERESTS<br />

36.1 Acquisitions<br />

By <strong>Telkom</strong><br />

Multi-Links Telecommunications Limited (Multi-Links Telecommunications) (25%)<br />

<strong>Telkom</strong> International (Proprietary) Limited acquired 75% of the issued<br />

share capital of Multi-Links Telecommunications Limited from Kenston<br />

Investment Limited on May 1, 2007. <strong>Telkom</strong> also granted Kenston the<br />

irrevocable right and option (put option) to require <strong>Telkom</strong> to acquire all<br />

of the shares held by Kenston (25% shareholding) in Multi-Links, at any<br />

time during the 90 day period following the second anniversary of the<br />

effective date. On initial recognition, a liability of R661 million,<br />

representing the higher of the transaction share price and the fair value,<br />

was recognised under non-current other financial liabilities.<br />

A corresponding debit was recognised in non-distributable reserves.<br />

The put option was exercised on January 21, 2009 for R1,328 million<br />

(US$130 million at US$1 = R10.2188). The liability was derecognised<br />

and a corresponding credit consisting of R661 million reversal of equity<br />

and R667 million relating to changes in the fair value of the put option<br />

subsequent to initial recognition, was recognised directly in equity.<br />

2007 2008 2009<br />

Rm Rm Rm<br />

Put option – – 1,328<br />

Africa Online Limited (Africa Online)<br />

On February 23, 2007 <strong>Telkom</strong> acquired a 100% shareholding of Africa<br />

Online from African Lakes Corporation for a total cost of R150 million,<br />

with a resulting goodwill of R145 million.<br />

Africa Online is an internet service provider active in Cote d’Ivoire, Ghana,<br />

Kenya, Namibia, Swaziland, Tanzania, Uganda, Zambia and Zimbabwe.<br />

Africa Online is incorporated in the Republic of Mauritius.<br />

At acquisition date the company was not IFRS compliant and thus no fair<br />

value information based on IFRS was available.<br />

The process of calculating a fair value of the identified assets, liabilities<br />

and contingent liabilities has been finalised.<br />

The fair value of the assets and liabilities acquired were determined as follows:<br />

Fair value of intangible assets (licences R1 million, brand R42 million) 43 – –<br />

Less: Deferred taxation raised on intangible assets (12) – –<br />

Less: Net liabilities acquired (excluding fair value of intangible assets) (26) – –<br />

Fair value of net assets acquired 5 – –<br />

Goodwill 145 – –<br />

Purchase price 150 – –<br />

The goodwill has been allocated to the various cash-generating units (’CGU’) representative of the countries in which Africa Online Limited<br />

operates.

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