Malaysia’s Axiata starts consent solicitations for 2050 notes, sukuks

Chicago, Aug. 11 – Axiata Group Bhd. started consent solicitations for noteholders and sukukholders relating to a plan of merger announced in April whereby Axiata and Telenor Asia Pte Ltd. will merge the telecommunications operations of Celcom Axiata Bhd. and Digi.com Bhd. and each of Axiata and Telenor will have a 33.1% ownership in MergeCo after the completion of the merger, according to a document.

Out of an abundance of caution because of the changes, Axiata is soliciting consents to avoid any event of default or dissolution event that would arise from the proposed mergers because one of the conditions in the sukuk is that a dissolution event will occur “if the sukuk issuer, Axiata or any principal subsidiary ceases or threatens to cease to carry on the whole or a substantial part of its business.” Axiata is seeking a waiver of this condition for approval by extraordinary resolution.

The consent solicitation specifically relates to the:

• $1 billion outstanding 3.064% notes due 2050 (ISIN: XS2216900287);

• $500 million outstanding 4.357% sukuk due 2026 (ISIN: XS1382802095); and

• $500 million outstanding 2.163% sukuk due 2030 (ISIN: XS2216900105).

For noteholders and sukukholders who submit a valid electronic voting instruction before the deadline, and do not revoke it, and if each of the extraordinary resolutions is approved and becomes effective and the waivers become effective, Axiata will pay holders $1 per $1,000 note as a consent fee.

The consent fee deadline is 11 a.m. ET on Aug. 24.

The latest time and date for the delivery of voting instructions or obtaining a form of proxy through Euroclear or Clearstream is 5 a.m. ET on Aug. 31.

Meetings will be held on Sept. 2, starting at 5 a.m. ET and then at 15-minute intervals to approve the extraordinary resolutions and the waivers. The meetings will be held at the offices of Skadden, Arps, Slate, Meagher & Flom in Hong Kong.

The meeting will need a quorum. If there is not a quorum, meetings will be held at a later time.

The consent fee will be paid on the date that is the later of the closing and the combination closing.

Maybank Investment Bank Bhd. (+603 2059 1888, MIBprojectkinabaludcm@maybank-ib.com) and Standard Chartered Bank (+44 20 7885 5739, +852 3983 8658, +65 6557 8286, liability_management@sc.com) are the joint solicitation agents.

Morrow Sodali Ltd. is the tabulation agent (+852 2319 4130, +44 20 4513 6933, https://bonds.morrowsodali.com/Axiata, axiata@investor.morrowsodali.com).

Axiata is a telecommunications conglomerate based in Kuala Lumpur, Malaysia.

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