News


BackOct 17, 2025
Type Announcement
Subject TRANSACTIONS (CHAPTER 10 OF LISTING REQUIREMENTS)
RELATED PARTY TRANSACTIONS
Description AIRASIA X BERHAD ("AAX" OR THE "COMPANY")

(I) PROPOSED ISSUANCE OF FREE WARRANTS;
(II) PROPOSED PRIVATE PLACEMENT;
(III) PROPOSED AAAGL ACQUISITION;
(IV) PROPOSED AAB ACQUISITION; AND
(V) PROPOSED SHARE CAPITAL REDUCTION

(COLLECTIVELY REFERRED TO AS THE "PROPOSALS")

(VI) PROPOSED GRANTING OF SUBSCRIPTION OPTIONS

 

(For consistency, the abbreviations used throughout this announcement shall have the same meanings as defined in the announcements dated 25 April 2024, 26 July 2024, 4 September 2024, 24 September 2024 and 29 September 2025 in relation to the Proposals and Proposed Granting of Subscription Options, where applicable, unless stated otherwise or defined herein.)

 

Reference is made to the Company’s announcements dated 25 April 2024, 26 July 2024, 1 August 2024, 4 September 2024, 12 September 2024, 24 September 2024, 16 October 2024, 24 October 2024, 24 January 2025, 24 March 2025, 30 May 2025, 31 July 2025, 26 August 2025, 28 August 2025, 18 September 2025 and 29 September 2025 in relation to the Proposals and Proposed Granting of Subscription Options.

 

On behalf of the Board, Berjaya Securities wishes to announce that, on 17 October 2025, the Company and the Vendor entered into the third supplemental agreement to the AAAGL SSPA (“AAAGL Third Supplemental SSPA”) to waive the condition precedent under the AAAGL SSPA pertaining to the approval of the Takeover Panel of Securities and Exchange Commission, Thailand to be obtained by the Company in respect of the proposed exemption from the obligation to undertake a tender offer to acquire all remaining shares in Asia Aviation Public Company Limited (“AAV”) (listed on the Stock Exchange of Thailand) not already owned by the Company upon completion of the Proposed AAAGL Acquisition (“Tender Offer”). Save for aforementioned, there are no other material changes to the terms and conditions of the AAAGL SSPA.

 

Upon completion of the Proposed AAAGL Acquisition, it is the intention of the Company, together with an identified Thai third party acting as a joint offeror (“Thai Joint Offeror”), to jointly undertake the Tender Offer whereby:-

 

(i)         the Thai Joint Offeror will irrevocably and unconditionally undertake to acquire all the shares in AAV arising from acceptances of the Tender Offer. Funding for the Tender Offer will be arranged and provided entirely by the Thai Joint Offeror;

 

(ii)        the Company will not incur additional funding or assume additional liabilities to acquire any shares in AAV pursuant to the Tender Offer; and

 

(iii)        there will be no change in AAX’s 40.71% equity interest in AAV held through AAAGL pursuant to the Proposed AAAGL Acquisition following the completion of the Tender Offer.

 

The Thai Joint Offeror and the Company intend to maintain the listing status of AAV on the Stock Exchange of Thailand.

 

The Tender Offer will not result in any material adverse impact on the business operations of Thai AirAsia Co. Ltd. (“TAA”) or on the airline operator certificate currently held by TAA.

 

Premised upon the above, the Tender Offer to be jointly undertaken with the Thai Joint Offeror is not a material variation to the Proposals and Proposed Granting of Subscription Options which had been approved by AAX’s shareholders on 16 October 2024 and hence, the Tender Offer is not subject to the approval of AAX’s shareholders.

 

A copy of the AAAGL Third Supplemental SSPA is available for inspection at the registered office of the Company at RedQ, Jalan Pekeliling 5, Lapangan Terbang Antarabangsa Kuala Lumpur, 64000 KLIA, Selangor Darul Ehsan during normal business hours from Mondays to Fridays (except public holidays) for a period of 3 months from the date of this announcement.

 

Further announcements will be made in due course as and when there is any material development on the matter.

 

This announcement is dated 17 October 2025.

 


Announcement Info

Company Name AIRASIA X BERHAD
Stock Name AAX
Date Announced 17 Oct 2025
Category General Announcement for PLC
Reference Number GA1-17102025-00061