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, 29 June 2022, 28 July 2022, 15 September 2022, 30 September 2022, 27 October 2022, 28 October 2022, 17 November 2022, 18 November 2022 and 24 November 2022 in relation to the Proposals (“Announcements”). Unless otherwise defined, the definitions as set out in the Announcements shall apply herein.

We refer to the Tune Talk Litigation and Arbitration, in particular the Tune Talk Injunction, details of which are set out in Appendix I of the Digi Circular to shareholders dated 28 October 2022. Digi has been informed by Axiata that (i) Axiata, Celcom, Celcom Mobile and (ii) the claimants, have settled their disputes in relation to Celcom Mobile’s shareholding in Tune Talk (“Disputes”)(“Settlement”). In conjunction with this, (i) the OS and the injunction order arising from the OS have been withdrawn and discharged by the claimants on 1 November 2022; and (ii) the termination order for the arbitration proceedings initiated by the claimants in relation to the Disputes has been issued by the Asian International Arbitration Centre on 29 November 2022. 

In connection with the above and pursuant to the Settlement, Digi and Axiata had today entered into the third amendment to the SPA to agree, amongst others:

(i)   the understanding of both parties and the consent by Digi with regard to the potential sale of the Tune Talk Shares by Celcom to the entitled shareholders of Tune Talk in accordance with the terms of the Tune Talk Shareholders Agreement; and

(ii)  the price to be paid to Celcom for the Tune Talk Shares shall be retained for the benefit of Celcom.

The third amendment to the SPA is available for inspection at the registered office of Digi at 12th Floor, Menara Symphony, No. 5, Jalan Professor Khoo Kay Kim, Seksyen 13, 46200 Petaling Jaya, Selangor Darul Ehsan, Malaysia during normal business hours from Mondays to Fridays (except public holidays) for a period of three (3) months from the date of this announcement.

This announcement is dated 29 November 2022.