|NON-BINDING LETTER OF ACCEPTANCE FOR THE PROPOSED ACQUISITIONS BY AIRASIA X BERHAD ("AAX" OR "THE COMPANY") OF 100% EQUITY INTEREST IN AIRASIA BERHAD AND 100% EQUITY INTEREST IN AIRASIA AVIATION GROUP LIMITED , BOTH ARE WHOLLY-OWNED SUBSIDIARY OF CAPITAL A BERHAD (COLLECTIVELY CALLED "TARGET COMPANIES").
The Board of Directors of AAX ("Board"), wishes to announce that the Company has entered into a non-binding letter of acceptance with Capital A Berhad (“Capital A”) for the Proposed Acquisitions by the Company of 100% equity interest in AirAsia Berhad (“AAB”) and 100% equity interest in AirAsia Aviation Group Limited (“AAAGL”), both are wholly-owned subsidiary of Capital A (collectively called “Target Companies”).
Information on AAB
AAB was incorporated in Malaysia on 20 December 1993 under the Companies Act, 1965 as a private limited company and is deemed registered under the Act. AAB was formerly known as AirAsia Sdn Bhd and assumed its current name on 8 June 2004. The principal activity of AAB is providing air transport services. AAB was listed on the Main Market of Bursa Securities on 22 November 2004. Subsequently, pursuant to a share exchange undertaken by AAB and Capital A, AAB was delisted and its listing status on the Main Market of Bursa Securities was assumed by Capital A on 16 April 2018.
AAB operates passenger airline services providing air transportation from Malaysia. As at the date of this Announcement, the issue share capital of AAB is RM2,515,438,408 comprising 3,341,974,080 ordinary shares. As at the date of this Announcement, AAB is a direct wholly owned subsidiary of Capital A.
The directors of AAB as at the date of this Announcement are Datuk Kamarudin bin Meranun, Riad Asmat and Jasmindar Kaur A/P Sarban Singh.
Information on AAAGL
AAAGL was incorporated in Labuan, Malaysia on 11 September 2003 under the Companies Act, 1965 as a private limited company and is deemed registered under the Act. AAAGL was formerly known as AirAsia Investment Ltd until 6 October 2021 and AirAsia Aviation Limited Sdn Bhd until 4 February 2022, when it assumed its current name. The principal activity of AAAGL is investment in shares outside Malaysia.
AAAGL operates passenger airline services providing air transportation through its subsidiaries from Thailand, Indonesia, Philippines, and Cambodia. As at the date of this Announcement, the issued share capital of AAAGL is USD5,270,000 comprising 5,270,000 AAAGL Ordinary Shares. As at the date of this Announcement, AAAGL is a direct wholly-owned subsidiary of Capital A.
The directors of AAAGL as at the date of this Announcement are Tan Sri Jamaludin bin Ibrahim, Tharumalingam a/l Kanagalingam, Suvabha Charoenying, Lim Serh Ghee, Francisco Edralin Lim, Thandalam Veeravalli Thirumala Chari and Khoo Gaik Bee.
The Board is of the opinion that the Proposed Acquisitions to be undertaken by the Company can be a platform for the Company to become a sole regional low-cost aviation group which consolidates the airlines already servicing of both short-and-medium-haul routes under the well-established AirAsia brand name.
The Proposed Acquisitions is expected to enable the already-present synergy between all the airlines to be further enhanced with a more focused management with much distilled strategic direction which in turn shall boost the Company’s market share leadership and open up next-level growth opportunities.
A consolidated group of airline businesses is also envisioned to register further cost effectiveness attributable to a streamlined decision-making structure and fortified leverage in contracts negotiations through economies of scale, ultimately presenting a sounder ground for profitability.
The effects on the Proposed Acquisitions on the issued share capital, substantial shareholders' shareholdings, shareholders' equity, gearing, earnings and earnings per share of the Company will be included in the detailed announcement on the Proposed Acquisitions to be made upon the signing of the Definitive Agreement.
This announcement is dated 8 January 2024.
|AIRASIA X BERHAD
|08 Jan 2024
|General Announcement for PLC