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

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NOTES TO THEFINANCIAL STATEMENTSFOR THE FINANCIAL YEAR ENDED 31 DECEMBER 2012 (CONTINUED)5. SIGNIFICANT INCORPORATION, ACQUISITIONS, MERGER, DISPOSALS AND DILUTIONs OF INTERESTS(CONTINUED)(a) Incorporation, acquisitions and dilutions of interests during the financial year (continued)(vii) Incorporation of Bangladesh Infrastructure Company Limited (“BICL”)Robi Axiata Limited ("Robi"), a subsidiary of the Group held via Axiata Investments (Labuan) Limited,had on 1 October 2012 incorporated a new subsidiary, BICL a public company limited by shares, underthe Companies Act, 1994 of the Republic of Bangladesh. BICL was incorporated with an authorisedshare capital of BDT300.0 million represented by 30.0 million ordinary shares of BDT10 each, of whichits issued and paid-up capital is BDT100.0 million.The incorporation above has no significant impact to the Group and the Company during the financial year.(viii) Incorporation of Axiata SPV3 Sdn Bhd (“Axiata SPV3”)The Company had on 31 October 2012 completed the incorporation of Axiata SPV3, a private companylimited by shares, under the Companies Act, 1965. Axiata SPV3 was incorporated with an authorisedshare capital of RM100,000 divided into 100,000 ordinary shares of RM1 each of which its issued andpaid-up share capital is RM2.The incorporation above has no significant impact to the Group and the Company during the financial year.(ix) Incorporation of Axiata Investments (Cambodia) Limited (“AIC”)The Company had on 7 December 2012 completed the incorporation of AIC, a private company limitedby shares, under the Labuan Companies Act, 1990. AIC was incorporated with an authorised sharecapital of USD100,000 divided into 100,000 ordinary shares of USD1 each of which its issued andpaid-up share capital is USD2.(x) Acquisition of 26.00% equity interest in Digital Commerce Lanka (Pvt) Ltd (“Digital”)On 10 December 2012, Dialog Axiata PLC, a 84.97% owned subsidiary of the Group entered into anInvestment Agreement (“IA”) for the acquisition of 26.0% equity interest in Digital for a purchaseconsideration of RM4.9 million (SLR205.6 million). Effectively, Digital became an associate of the Group.Alongside with the IA, Dialog has also entered into a shareholders’ agreement with the shareholders ofDigital to provide opportunities to increase its equity interest in Digital by Dialog in the future.(xi) Dilution of equity interest in Idea Cellular Limited (“Idea”)During the financial year, the Group’s equity interest in Idea, decreased from 19.96% to 19.93% followingthe issuance of new ordinary shares under Idea’s ESOS. The Group recognised a loss on dilution ofequity interest amounting to RM12.2 million (2011: RM8.5 million) during the financial year.(xii) Dilution of equity interest in M1 Limited (“M1”)During the financial year, the equity interest in M1, held through Axiata Investments (Singapore) Limited(“AIS”), a wholly owned subsidiary of the Company decreased from 29.23% to 29.06% (2011: 29.49%to 29.23%) following the issuance of the shares under M1’s ESOS scheme. The Group recognised a losson dilution of equity interest amounting to RM10.7 million (2011: RM11.6 million) during the financial year.206
Axiata Group Berhad (242188-H) Annual Report 20125. SIGNIFICANT INCORPORATION, ACQUISITIONS, MERGER, DISPOSALS AND DILUTIONS OF INTERESTS(CONTINUED)(a) Incorporation, acquisitions and dilutions of interests during the financial year (continued)(xiii) Dilution of equity interest in PT XL Axiata Tbk (“XL”)The Group’s equity interest in XL, decreased from 66.61% to 66.55% (2011: from 66.69% to 66.61%)following the issuance of new ordinary shares under XL’s Shares Based Compensation Scheme asdisclosed in Note 14(c) to the financial statements.The dilution has no significant impact to the Group.(b) Incorporation, acquisitions and dilution of interests in the previous financial year(i)Incorporation of Dialog Business Services (Private) Ltd (“DBS”) and partial disposalOn 21 January 2011, Dialog incorporated a new wholly owned subsidiary, named Dialog BusinessServices (Private) Ltd (“DBS”) for the purpose of carrying out information technology enabled services.On 3 May 2011, Dialog signed an agreement with Firstsource Solution Limited (“FSL”) and transferred74.00% of its stake in DBS to FSL and held 26% with effect from 13 May 2011. As a result, DBS wasrenamed as Firstsource Dialog Solution (Private) Limited and became an associate of Dialog effectiveon that date.The above transaction had no significant impact to the Group in the previous financial year.(ii) Incorporation of Axiata Foundation (“AF”)On 6 April 2011, AF, a company limited by guarantee was incorporated under the Companies Act 1965,with the first two (2) members being Axiata and its wholly-owned subsidiary Celcom for the purposeof developing and nurturing talent pool and fostering, developing and improving education.The incorporation above had no significant impact to the Group and the Company in the previousfinancial year.(iii) Dilution and acquisition of equity interest in IdeaIn the previous financial year, from 1 January 2011 up to 5 August 2011, the Group’s equity interest inIdea, held through Axiata Investments 1 (India) Limited (“AI1”) and Axiata Investments 2 (India) Limited(“AI2”), the wholly owned subsidiaries of the Group, decreased from 19.10% to 19.08% following theissuance of new ordinary shares under Idea’s ESOS.On 5 August 2011, AI2 acquired an additional 29,776,341 ordinary shares of Idea, representing 0.90%of the issued and paid-up share capital of Idea for a total consideration of RM205.5 million (USD69.1million). As a result, the Group’s effective equity interest in Idea increased from 19.08% to 19.98%.From 6 August 2011 up to 31 December 2011, the Group’s equity interest in Idea further decreased from19.98% to 19.96%, following the issuance of new ordinary shares under Idea’s ESOS.207
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AXIATA GROUP BERHAD (242188-H) ANNU
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PakistanBangladeshIndiaThailandCamb
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CONTENTS006 Financial Calenda
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FinancialCalendar 2012QUARTERLY RES
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Raising The BarAxiata is continuous
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Chairman’sStatementTan Sri Dato
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Chairman’sStatementHIGH GROWTH MA
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President& GCEO’SBusinessReviewDA
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President &GCEO’S Business Review
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Axiata Group Berhad (242188-H) Annu
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Five-yeargroup financial summaryOPE
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Awards andRecognitionIndonesia Serv
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Page 157 and 158: Axiata Group Berhad (242188-H) Annu
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Page 162 and 163: DIRECTORS’RESPONSIBILITY STATEMEN
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Page 166 and 167: DIRECTORS’REPORTDIRECTORS’ INTE
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Page 176 and 177: STATEMENTS OFCASH FLOWSFOR THE FINA
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NOTES TO THEFINANCIAL STATEMENTSFOR
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STATEMENTBY DIRECTORSPURSUANT TO SE
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INDEPENDENTAUDITORS’ REPORTTO THE
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GroupFinancial Analysiscatering for
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SHAREHOLDINGSTATISTICSAS AT 29 MARC
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SHAREHOLDINGSTATISTICSAS AT 29 MARC
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ADDITIONAL COMPLIANCEINFORMATION3.
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Net Book Value ofLand & BuildingsFo
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GROUPDIRECTORYAxiata Group BerhadAx
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GLOSSARYShare Scheme CommitteeEmplo
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NOTICE OFANNUAL GENERAL MEETINGNOTI
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NOTICE OFANNUAL GENERAL MEETING10.
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EXPLANATORY NOTES TO THE SPECIAL BU
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ADMINISTRATIVE DETAILS FOR THE21ST
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2. FOLD THIS FLAP TO SEALAFFIX STAM
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