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, 17 June 2022, 28 June 2022 and 29 June 2022 in relation to the Proposals (“Announcements”). Unless otherwise defined, the definitions as set out in the Announcements shall apply herein.

On 28 January 2022, an application had been made to the Securities Commission Malaysia (“SC”) to seek its approval for the Proposed Merger (“SC Application”). 

Pursuant to Paragraph 9.17A under Part III (Submission and Implementation) of the Equity Guidelines issued by the SC, where 6 months have lapsed from the date of application, Digi will be required to submit a new application to the SC in relation to the Proposed Merger if it intends to proceed with the proposal (“Requirement 9.17A”). 

In view that the Malaysian Communications and Multimedia Commission's authorisation decision and notice of no-objection to the Proposed Merger was issued on 28 June 2022 (“MCMC Decision”), an application was made thereafter to the SC to seek a relief from complying with the Requirement 9.17A, to facilitate necessary updates to the SC Application taking into consideration the outcome of the MCMC Decision.   

Further to the above, we wish to announce that the SC had approved the relief to allow the SC Application to proceed for an additional three (3) months up to 27 October 2022.

Digi wishes to highlight that it is working towards the closing of the transaction which is estimated to be within the second half of 2022.

This announcement is dated 28 July 2022.