Annual Report 2012, PDF - Axiata Group Berhad - Investor Relations

NOTES TO THEFINANCIAL STATEMENTSFOR THE FINANCIAL YEAR ENDED 31 DECEMBER 2012 (CONTINUED)5. SIGNIFICANT INCORPORATION, ACQUISITIONS, MERGER, DISPOSALS AND DILUTIONS OF INTERESTS(a) Incorporation, acquisitions and dilutions of interests during the financial year(i)Entry by Celcom Axiata Berhad (“Celcom”) into Shareholders’ Agreement with PLDT Global Corporation(“PGC”) and PLDT Malaysia Sdn Bhd (“PLDT MY”)On 30 November 2011, Celcom, a wholly owned subsidiary of the Company entered into a Shareholders’Agreement (“SA”) with PGC and PLDT MY for the purpose of collaborating in establishing mobile virtualnetwork operator services in Malaysia. Under the terms of the SA, the issued and paid-up share capitalof PLDT MY shall be RM6.0 million divided into 6.0 million PLDT MY Shares of which Celcom and PGCwould subscribe in cash in the ratio of 49:51.The acquisition of 49.00% equity interest in PLDT MY by Celcom was completed on 25 January 2012and became a jointly controlled entity of the Group.(ii) Acquisition of entire equity interest in Suntel Limited (“Suntel”)Dialog Broadband Networks (Private) Limited (“DBN”), a wholly owned subsidiary of Dialog Axiata PLC,on 14 December 2011 entered into a Sale and Purchase Agreement (“SPA”) with the shareholders ofSuntel for the acquisition of the entire ordinary shares of Suntel. The acquisition was completed on 22March 2012. Effectively, Suntel became a 84.97% owned subsidiary of the Group.Following the completion of the amalgamation of Suntel with DBN effective from 15 May 2012, theshares of Suntel were cancelled with no new shares issued/swapped and Suntel continues to operateas part of DBN.The following summarises the consideration paid for Suntel, the fair value of assets acquired andliabilities assumed at the acquisition date.noteRM’000Purchase consideration in cash 96,984Details of the share of net assets/(liabilities) acquired are as follows:Property, plant and equipment 25 46,566Intangible assets 24 4,933Inventories 5,349Trade and other receivables 32,079Cash and bank balances 4,110Trade and other payables (147,898)Net liabilities acquired (54,861)Goodwill on acquisition 24 151,845Total 96,984Acquisition related costs of RM9.0 million [Sri Lankan Rupee (“SLR”) 372.1 million] have been chargedto the consolidated other operating costs during the financial year.The impact of the acquisition of Suntel, had it occurred on 1 January 2012, is not material to theconsolidated financial statements.204