CelcomDigi, Mof Inc, YTL, Maxis & DNB sign revised agreement on DNB shareholding structure
KUALA LUMPUR: A significant restructuring in the shareholding of Digital Nasional Bhd (DNB) has been confirmed through a newly signed Letter of Variation dated today, altering key terms in the previously agreed shareholders agreement on June 28, 2024.
The revised agreement involves Infranation Sdn Bhd (CelcomDigi), a wholly-owned subsidiary of CelcomDigi Bhd (CDB), Minister of Finance (Incorporated) [MoF Inc], YTL Power International Bhd (YTL Power), Maxis Broadband Sdn Bhd (Maxis), U Mobile Sdn Bhd (U Mobile), and DNB, according to a Bursa Malaysia filing by CDB.
Under the new terms, U Mobile will divest its entire 100,000 shares in DNB to MoF Inc, YTL, CelcomDigi, and Maxis.
Each party will acquire a proportion of the shares for RM1.00 per share, totalling an acquisition price of RM100,000. This transaction is set to be completed on May 30, 2025.
The breakdown of share acquisition are as follows: MoF Inc - one share (RM1); YTL - 33,333 shares (RM33,333); CelcomDigi 33,333 shares (RM33,333); and Maxis 33,333 shares (RM33,333).
With this transaction, U Mobile forfeits the right to exercise any put or call options previously available under the shareholders agreement.
Following the acquisition, the ownership structure of DNB has been revised.
MoF Inc will hold an issued share capital of RM500,100,002, representing 41.67 per cent of the combined ownership, with no shareholder advance.
YTL, CelcomDigi, and Maxis will each hold issued share capital of RM133,333 and have provided shareholder advances of RM233,233,333, resulting in each holding a 19.44 per cent ownership stake in DNB.
Meanwhile, CDB said that the Letter of Variation will not have any material impact on its earnings per share (EPS), net assets per share (NAPS), gearing, share capital, or major shareholders' direct or indirect holdings for the financial year ending Dec 31, 2025 (FY2025).
In a separate filing, Maxis said MoF Inc shall exercise its put option to sell its ordinary shares and transfer its shareholder advance in DNB, within one month after Nov 12, 2025.
This timeline may be extended if mutually agreed in writing by MoF Inc, YTL, CelcomDigi, and Maxis.
"If MoF Inc. fails to exercise the put option within the said period, the put option will lapse, and the remaining shareholders may activate their call option within one month thereafter," it said.
Maxis has clarified that the proposed investment will not have a material impact on its EPS, NAPS, or gearing of the group for FY2025.
Any further material developments will be announced in due course, it added. - Bernama
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