KUALA LUMPUR – A major restructuring of Digital Nasional Bhd’s (DNB) ownership has been formalised via a newly signed Letter of Variation, dated today, which alters key terms of the original shareholders agreement inked on June 28, 2024.
According to a Bursa Malaysia filing by CelcomDigi Bhd (CDB), the revised agreement involves Infranation Sdn Bhd (a wholly-owned unit of CDB), the 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, Bernama reported.
Under the updated terms, U Mobile will divest its entire holding of 100,000 shares in DNB to MoF Inc, YTL, CelcomDigi, and Maxis. Each acquirer will purchase their respective share portions at RM1.00 per share, with the total transaction valued at RM100,000. The exercise is expected to conclude by May 30, 2025.
The distribution of shares is as follows: MoF Inc will acquire one share (RM1), while YTL, CelcomDigi, and Maxis will each acquire 33,333 shares (RM33,333).
As part of this divestment, U Mobile will relinquish its right to exercise any previously held put or call options under the shareholders agreement.
The revised equity structure will see MoF Inc hold an issued share capital of RM500,100,002, representing a 41.67% stake in DNB, with no shareholder advance. YTL, CelcomDigi, and Maxis will each hold RM133,333 in issued share capital and have contributed shareholder advances of RM233,233,333, equating to a 19.44% stake each.
CDB stated the Letter of Variation is not expected to have any material impact on the group’s earnings per share (EPS), net assets per share (NAPS), gearing, share capital, or the direct and indirect shareholdings of major shareholders for the financial year ending December 31, 2025 (FY2025).
In a separate filing, Maxis disclosed that MoF Inc is expected to exercise its put option to sell its DNB shares and transfer its shareholder advance within one month after November 12, 2025.
“This timeline may be extended if mutually agreed in writing by MoF Inc, YTL, CelcomDigi, and Maxis,” it said.
“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 added.
Maxis further noted that the proposed investment will not have a material effect on its EPS, NAPS or gearing for FY2025.
It said any further material developments will be announced in due course. – May 13, 2025