Notes to the Financial Statements 31 December 2021 216 Digi.Com Berhad At A Glance Message To Shareholders How We Create Value Strategies To Create Value 32. Capital management (Cont’d.) Going-forward, the Group will continue to actively manage its capital structure to enhance shareholders’ value and make adjustments to address changes in the economic environment and its business risk characteristics. The Group had during the financial year ended 31 December 2009, revised its minimum dividend pay-out policy to at least 80% of the Company’s profit for the financial year, and dividend payment frequency.The dividend policy will be maintained subject to on-going assessment, and based on the availability of distributable reserves as well as the Group’s future cash flow requirements and market conditions.These revisions and any other revision to its allocation of capital resources are subject to the approval of the board of directors. No changes were made in the objectives, policies or processes during the financial year ended 31 December 2021. 33. Segmental information Segmental information is not presented as the Group is primarily engaged in the provision of mobile communication services and its related products in Malaysia. 34. Significant events (a) Advanced discussions to merge Digi and Celcom On 8 April 2021, Digi was informed by Telenor ASA (“Telenor”), the ultimate holding company, that Telenor and Axiata Group Berhad (“Axiata”) are in discussion to merge the telecommunication operations of Celcom and Digi, in which the parties will have an equal ownership of 33.1% each. On 21 June 2021, Digi had entered into a conditional share sale and purchase agreement (“SPA”) with Axiata for the proposed merger. Pursuant to the SPA, Digi and Axiata have agreed for Axiata to transfer 100% of the equity of Celcom which shall be satisfied by: (i) Digi issuing concurrently 3,956,507,988 fully paid-up new ordinary shares of Digi; and (ii) Digi making cash payment of RM1,692,733,818. On 24 November 2021,Digi had engaged with MCMC to initiate the merger assessment process in accordance with MCMC’s Guidelines on Mergers and Acquisitions (the“Guidelines”) and the merger application had been formally received by MCMC for its assessment in accordance with the Guidelines. The transaction will be subject to relevant boards’ and shareholders’ approvals by Digi and Axiata, receipt of regulatory approvals, and other customary terms and conditions. Barring any unforeseen circumstances and subject to all the requisite approvals being obtained, the proposed merger is expected to be completed by the second quarter of 2022.
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