DIGI.COM BERHAD (“DIGI” OR “COMPANY”)

(I)    PROPOSED MERGER OF CELCOM AXIATA BERHAD (“CELCOM”) AND DIGI (“PROPOSED MERGER”); AND

(II)   PROPOSED EXEMPTION UNDER PARAGRAPH 4.08(1)(A) OF THE RULES ON TAKE OVERS, MERGERS AND COMPULSORY ACQUISITIONS (“RULES”) FOR AXIATA GROUP BERHAD (“AXIATA”) AND PERSONS ACTING IN CONCERT (“PAC”) WITH IT, FROM THE OBLIGATION TO UNDERTAKE A MANDATORY TAKE-OVER OFFER TO ACQUIRE THE REMAINING ORDINARY SHARES IN DIGI NOT ALREADY OWNED BY IT AND ITS PACs UPON COMPLETION OF THE PROPOSED MERGER (“PROPOSED EXEMPTION”)

(THE ABOVE ARE TO BE COLLECTIVELY REFERRED TO AS THE “PROPOSALS”)

We refer to the announcements dated 8 April 2021, 21 June 2021, 24 November 2021, 28 January 2022, 1 April 2022 and 17 June 2022 in relation to the Proposals (“Announcements”). Unless otherwise defined, the definitions as set out in the Announcements shall apply herein.

On behalf of the Board of Directors of Digi, CIMB Investment Bank Berhad notifies that subsequent to the announcement on Statement of Issues (“SOI”) on 1 April 2022, the Malaysian Communications and Multimedia Commission (“MCMC”) has issued to Digi Telecommunications Sdn Bhd (“Digi Tel”) and Celcom (“Parties”), a Notice of No Objection (the “Notice”) dated 28 June 2022. The Notice was issued further to MCMC’s completion of its assessment of the Proposed Merger and the Parties’ application for authorization of conduct on 16 June 2022  and notifies the Parties that MCMC does not object to the Proposed Merger. The Notice also states that MCMC has reviewed the undertaking offered by the Parties in connection with the application (“Undertaking”).

The Parties believe that the Undertaking fully addresses the issues identified by the MCMC and ensures that consumers in Malaysia will continue to benefit from effective competition in mobile telecommunications services. The Undertaking includes:

1. Divestment of 70 MHz of MergeCo’s spectrum across 1800 MHz, 2100 MHz, and 2600 MHz, the first band to be returned to the MCMC within 24 months after completion of the merger and the second and third bands to be returned within 36 months after completion of the merger;
2. Establishing a separate independent business unit for MVNO wholesale business under MergeCo within six months after completion of the merger and ensuring continuity of access to wholesale services for MVNOs at terms no worse off than existing agreements;
3. Divestment of Celcom’s “Yoodo” brand within the stipulated time after completion of the merger as committed to MCMC, which currently offers fully digital and customisable retail mobile plans to subscribers;
4. Enabling non-exclusive distributors in the Sabah, Sarawak, Kelantan, Pahang & Terengganu regions by the end of Year 3 after completion of the merger; and
5. Positioning the existing Digi and Celcom brands as products under a single MergeCo corporate brand by the end of Year 2 after completion of the merger.

This announcement is dated 28 June 2022.