Is Stony arm-twisting AAX to bail out capA?

Total borrowings and lease liabilities of AAX/Newco will be escalated to RM 23,271,794,000 a gearing of 23.96 times after the proposed AAAGL and AAB acquisitions.

Do you think with over RM 23 billion of borrowing and lease liabilities can AAX/NewCo survive?

Interest to know who will be the RM 1 billion PP investors?

The PP investors will get a discount of not more than 15% the 5-day VWAP of the AAX Shares / NewCo Shares up to and including the last trading day prior to the price-fixing date of the placement share.

Will the big sharks/PP investors placed a regulated short selling and earned the aprox 15% profit on the PP? Meanwhile suyiee sucker billis buying AAX/NewCo shares from open market

Know AETHERIUM ACQUISITION CORP current share capital is how much now?

https://www.sec.gov/ix?doc=/Archives/edgar/data/1866547/000149315224014895/form10-k.htm

As of April 15, 2024, there were 2,136,291 shares of redeemable Class A common stock, 528,500 shares of non-redeemable Class A common stock, par value $0.0001 per share, and 2,875,000 shares of Class B common stock, par value $0.0001 per share, issued and outstanding.

On March 28, 2024, the Company held a special meeting of its stockholders (the “Special Meeting”). At the Special Meeting, the Company’s stockholders approved the proposal to amend the Company’s amended and restated certificate of incorporation, to extend the date by which the Company must consummate a business combination to thirty-six (36) months from the effectiveness date of the Company’s Form S-1 by the SEC, which was December 29, 2021, until December 29, 2024, by depositing into the trust account established for the benefit of the Company’s public stockholders $0.033 per non-redeeming publicly held share of common stock for each one-month extension.


In connection with such proposal, stockholders elected to redeem 1,383,212 shares of the Company’s Class A common stock, par value $0.0001 per share (“Class A Common Stock”). As a result, there will be an approximate payout of $15,229,164 (approximately $11.01 per share) that will be removed from the Trust Account to pay such holders. This has not yet occurred as of the date these financial statements are issued.

Total borrowings and lease liabilities of AAX/Newco will be escalated to RM 23,271,794,000 a gearing of 23.96 times after the proposed AAAGL and AAB acquisitions.

Do you think with over RM 23 billion of borrowing and lease liabilities can AAX/NewCo survive?

His blowing water 1 sen up/down equal to 5 or 6 digits gain/loss. Now at 13-13.5 sen sure very malu lah.

This morning I just bought 1,000 capA and AAX share. Stony can't run away from answering my AGM/EGM questions now or can he?

Warren Buffett once said, “The worst sort of business is one that grows rapidly, requires significant capital to engender the growth, and then earns little or no money. Think airlines.”

LA risk is lesser than mother share as long as capA survive and LA holders will continues received the interest payment and on maturity get back your RM 0.75 irrepective whether mother share drop to penny stocks.

But if capA go burst that everyone suffered.

The reason why bank do not lend money to PN17 company is because the normal route out of PN17 is debts restructure, capital reduction, share consolidation and then new capital injection.

Everyone required to take a hair cut to save the company.

Do you think CapA can exit PN17 by arm-twisting AAX to take over capA aviation at the expense of AAX survivability?

Thong like to count how many FD in bank and how much money in cash.
Thong believe CASH is king like Najib. Someone need to convince Thong cash is not king and cash need to be used to genearte more incomes above the bank FD rate.

hi @sslee, does it mean, every holder of LA can surrender such LA to be converted to mother at zero cost?
The answer is yes.

You now know why Stony design the RI of RCUIDS with free warrants instead of RI of equity Right Issue shares with free warrants?

Stony and Kamar were using borrow money to subscribe for their RI entitlement and no bank will lend any money for borrowers to subsribe for a PN17 shares.

Issue Price and Conversion Price
The RCUIDS shall be issued at 100% of its nominal value of RM0.75 each. The Conversion Price is also fixed at RM0.75 each for every 1 new AAGB Share.

Since RCUID issue price and conversion price are fixed at RM0.75. Thus you can surrender your RCUID to be coverted to mother share anytime before maturity date.

Any uncoverted RCUID on maturuty date will be redeemed back at RM 0.75

Currently I put some money on stocks that I think can give me high capital gain like Yinson wawasan 2026 , MSC (high tin price), Teoseng ( low feed cost) and etc

When I am 65 I will put more money on high dividend stocks

Done
08:55AM 5238 AAX Buy 1,000 1.540 1,000 1.530000 1,530.00 All Matched
08:40AM 5099 CAPITALA Buy 1,000 0.795 1,000 0.795000 795.00 All Matched

Stock : 5238 - AAX
Ref No.
Date
Transaction Type
Quantity
Price
121400866 30/04/2024 Buy 1,000 1.530

Stock : 5099 - CAPITALA
Ref No.
Date
Transaction Type
Quantity
Price
121400905 30/04/2024 Buy 1,000 0.7950

Another 2 more years I will be 65. Just in time to see what will be the WC price then.

By then I hope I have build up a portfolio that will give me dividend income of of more than 300K per year.

The trurh to be told. TheContrarian already earned a 4X ROI from Insas. Isn't that BOD of Insas creating share price value for shareholder like TheContrarian.

As for Deno if not careful come Feb 2026 he will be like stockraider in Feb 2020 q sell warrant at 0.5 sen and hoping Thong will buy the WC at 0.5 sen

29-Apr-2024 Meeting Notice General Meeting on 13-Jun-2024.
Will buy 1,000 unit to qualify myself as shareholder to submit AGM questions.

Shhhhhh! I am waiting to buy back Insas below RM 1.00 and then below RM 0.90

Stony throw all the rule and regulation out of window on new issue.
PP number of shares not more than 10% of NOSH
PP discount not more than 10% of the 5-day VWAP
Number of Convertable Warrant not more than 50% of NOSH.

Will Stony get his way?
All the above rule is there to protect the current/existing AAX shareholders.

Aiyoyo, Tong of theedgemalaysia is now a trapped sotong in Insas.

Why would Stony and Kamar do that when RCUIDS give them a good fixed interest income that they can use to repay the interest of their borrow money they used to pay for the RCUIDS and free warrants?

For those lazy one then just feel the sentiment and swim with the shark, buy low sell high.

But remember to sell before the shark sell or you will be caught to be the last one holding the bag when music stop.

It is not hard to earn money from Bursa by just remember:
Share price will increase if EPS increase

1. EPS will increase in present of Earning Growth Catalyst (EPS sudden increase due to increase favorable production/products price or sudden reduce in raw material cost)

2. Beaten down stocks that start to turnaround.

You just need to monitor commodities price movement to know what will be the EPS of many companies listed in Bursa.

Shark or not. Just make some money from Bursa and can sleep well at night.

CharlesT,
Most likely I will be KYY partner, a big shark goreng share market rather than be the suiyee sucker billis eaten by shark.

I struggle almost all my whole life just to survive and raise my family. I only have spare money and accumulate my wealth during the last 10 years.

Imagine if I have the curent earning power when I am much younger, I will be a very happy man.

The free float shares of AAX is very small. Hence shark should be able to goreng the price higher.

But make sure you are not the one holding the bag when music stop.

You need to exercise your mind even at old age. One of the mind exercise is keep learning the know how and know what on investment.
Know how old is KYY? He is active in investing just to exercise his mind.

If capA is listed in Thai or Indonesia the BOD will be call up by SC to explain the acquisition of 60% PAA from JV for undisclosed sum for an insolvent and debts ladden PAA

But in Malaysia boleh land. Someone can just abuse his power to do so without disclosing how the acquisition will financial impact on capA.

AAV is listed in Thai and hold 100% Thai AA
IAA listed in Indonesia and hold 100% AA indonesia
Since both is listed and have their own BOD and is governed by respective SC rule and regulation.

The question India AA sold to JV partner. Japan AA JV partner prefer to close down.
Then why Stony spend undisclosed sum bought over the 60% of JV partner for an insolvent, debts laddden Philippine AA?

Someone must be out of mind for thinking capA got any money to buy over another insolvent, debts ladden srilankan airlines?

Did someone heard most likely the US listing is off the table?

This is what inside
AAAGL:
• 20.95% equity interest in IAA
• 40.71% equity interest in AAV
• 100.00% equity interest in AA Com (60% AAI)
• 40.00% equity interest in AAI
AAI 99.66% equity interest in PAA
• Investment in convertible bond issued by AAI USD 25 million
• 46.25% equity interest in AAID (with 57.25% equity interest in IAA)

AAV is listed in Thai and hold 100% Thai AA
IAA listed in Indonesia and hold 100% AA indonesia


PAA is unlisted Philippine AA where someone abuse his power to acquired the 60% from JV partner for undisclosed sum and is now 100% owed by AAAGL.

Auditor of PAA has this to say about PAA:
Tony Fernandes literally loses his shirt! Isla Lipana red flags Air Asia Philippines after hemorrhaging P14B in last 2 years
BILYONARYO.COM
October 23, 2023
Things are getting turbulent in Tony Fernandes’ Air Asia Philippines (AirAsia) adventure as the budget carrier has taken a nosedive, racking up a jaw-dropping P14 billion in losses over the past two years.

Isla Lipana & Co., the auditing firm, isn’t pulling any punches and is openly questioning whether Fernandes can navigate AirAsia through financial storm clouds.

In the firm’s latest annual report, Isla Lipana said AirAsia’s massive losses -P7.9 billion in in 2022 and P6.4 billion in 2021 – which have pushed its capital deficiency to P39.9 billion or 60 times its original capital.

Beyond these losses, AirAsia is grappling with unpaid obligations to creditors and aircraft lessors.

As of 2022, AirAsia is mired in a liability quagmire, with P11 billion in dues and demandable payments and another P24 billion due within a year.

The airline’s struggle to meet its obligations predates the pandemic. In 2018, it failed to meet financial commitments related to a P1.78 billion loan from BDO Unibank. The carrier managed to postpone payments to BDO as well as restructure its lease contracts with aircraft suppliers.

Isla Lipana said these figures indicate that a “material uncertainty” exists on its ability to continue as a going concern.

Everyone will have their own story to tell.

I graduate in 1986 when Mahathir policy of bumiputra first had drove away all the Foreign investment and even local Chinese can't expand their business without giving away their equity.

I send in hundrend of letters just to try to get my first full time job. And luckily I got my first job in SAB in Kapar an oleo-chemical plant

That the start of my carrer. I got married in 1991. Bought my first house in 1996 that cost me RM 120,000. Then Asean financial crisis hit Malaysia and my house monthly installment cannot even cover the loan interest.

I was employed by Indonesia company to start an oleochemical plant in Medan in 2001.

I bought my second house a semi-D in setia eco park that cost me about a million. I only start to invest in Bursa when I have spare money.
The rest is history.

https://klse.i3investor.com/blogs/Sslee_blog/2021-11-06-story-h1593693467-Sharing_my_thought_with_INSAS_comrades.jsp

Me not intend to book any flight, flying to holland with Magician Stony.

But will be at the front row seat with popcorn and cola watching Stony' bollywood dance and magic show. Hope Stony don't tripped over and end up in Jail....hihihi

For me working is just seeing what I build is still operating well by others.

At my age I already cannot climb up all those stairs to look at what are the problems. Young man need to send me the photo and I will tell them the solutions if they do not know the solutions.

At my age I already reach the top of my salarly scale and if the company still want to keep me, I am ready to continues working. Why not, the pay is good and the work is not as tough or as hard work as when I start building it 23 years ago.

3iii,
What is your comment on AAX acquisitions of AAAGL and AAB?

Total borrowings and lease liabilities of AAX/Newco will be escalated to RM 23,271,794,000 a gearing of 23.96 times after the proposed AAAGL and AAB acquisitions.

Independent Adviser
As the Proposed Acquisitions are related party transactions pursuant to Paragraph 10.08 of the Listing Requirements, WYNCORP Advisory Sdn Bhd has been appointed to act as the Independent Adviser to undertake the following in relation to the Proposed
Acquisitions:-
(i) comment as to:-
(a) whether the Proposed Acquisitions are fair and reasonable in so far as the Shareholders are concerned; and
(b) whether the Proposed Acquisitions are to the detriment of the non￾interested Shareholders, and such opinion must set out the reasons for, the key assumptions made and the factors taken into consideration in forming that opinion;

(ii) advise the non-interested Shareholders whether they should vote in favour of the Proposed Acquisitions; and (iii) take all reasonable steps to satisfy itself that it has a reasonable basis to make the comments and advice in relation to paragraphs (i) and (ii) above.

Just wonder why use the audited 31/12/2022 figures when another few more days the audited 31/12/2023 and external auditor opinion will be publised

Total borrowings and lease liabilities of AAX/Newco will be escalated to RM 23,271,794,000 a gearing of 23.96 times after the proposed AAAGL and AAB acquisitions.

What will advisor WYNCORP Advisory Sdn Bhd advise shareholder to vote in favor or against the proposed acquisitions?

Note: If AAX stay as it is now Maybank analyst TP of AAX is RM 3.40

One of the AAAGL and AAB Conditions Precedent:
The Purchaser raising RM1,000,000,000 within the financial year ending 31 December 2024, pursuant to the placement letter(s) or commitment letter(s) or agreement(s) (as the case may be) executed by the Purchaser and the identified investors in relation to the Proposed Private Placement.

The Proposed AAAGL Acquisition entails the acquisition of the entire equity interest (including any forms of capital contribution and any unissued capital) in AAAGL (“AAAGL Equity Interest”) by the NewCo from Capital A for a purchase consideration of RM3,000.00 million to be satisfied entirely via the allotment and issuance of 2,307,692,307 new NewCo Shares at an issue price of RM1.30 in accordance with the terms of the AAAGL SSPA.

The actual number of Placement Shares to be issued will depend on the issue price of the Placement Shares to be determined later. For illustrative purposes, if the issue price of the Placement Shares is assumed to be RM1.11, which represents a discount of approximately 14.62% to the 5-day VWAP of the AAX Shares up to and including the LPD of RM1.30 (Source: Bloomberg), the Proposed Private Placement will entail the issuance of 900,900,900 Placement Shares.

The Proposed Private Placement is intended to be implemented after the Warrants Entitlement Date and closer to the implementation of the Proposed Acquisitions. Nonetheless, the Proposed Private Placement may still be implemented in the event that the Proposed Issuance of Free Warrants is not approved and hence, not implemented.

Is Bursa SC waive the limit of PP of not more than 10% NOSH?

Placement arrangement
The Placement Shares are intended to be placed to independent third party investor(s) to be identified later. Such investor(s) shall be party(ies) which qualify under Schedule 6 or Schedule 7 of the Capital Markets and Services Act, 2007. The Placement Shares are not intended to be placed to the following persons:-

(i) a director, major shareholder or chief executive of the listed issuer or a holding company of the listed issuer (“Interested Person”);
(ii) a person connected with an Interested Person; or
(iii) nominee corporations, unless the names of the ultimate beneficiaries are disclosed.

The Proposed Private Placement may be implemented in 1 or multiple tranches (as the investors may be identified and procured over a period of time rather than simultaneously) within a period of 6 months from the date of approval by Bursa Securities for the listing and quotation of the Placement Shares on the Main Market of Bursa Securities or any extended period as may be approved by Bursa Securities, subject to the prevailing market conditions

The sucker PP investors will get a discount of not more than 15% the 5-day VWAP of the AAX Shares / NewCo Shares up to and including the last trading day prior to the price-fixing date of the placement share.

Will the big shark placed a regulated short selling and earned the aprox 15% profit on the PP? Meanwhile suyiee sucker billis buying AAX/NewCo shares from open market.

Basis and justification for the issue price of the Placement Shares
The Placement Shares will be issued based on a discount of not more than 15% to the 5-day VWAP of the AAX Shares / NewCo Shares up to and including the last trading day prior to the price-fixing date of the Placement Shares, to be determined by the NewCo Board after taking into consideration the prevailing market conditions.
As the Proposed Private Placement may be implemented in 1 or multiple tranches, there could potentially be several price-fixing dates and issue prices.

For illustrative purposes, the issue price of the Placement Shares is assumed to be
RM1.11, which represents a discount of approximately 14.62% to the 5-day VWAP of
the AAX Shares up to and including the LPD of RM1.30 (Source: Bloomberg).

How on earth will NewCo handle below borrowing and lease liabilities?

As at 31 December 2023, the total consolidated borrowings and lease liabilities of AAX, AAAGL and AAB are RM1,512.03 million, RM8,566.00 million and RM15,895.24 million respectively

Use of proceeds from the Proposed Private Placement
The gross proceeds of RM1,000.00 million to be raised from the Proposed Private
Placement are intended to be used in the following manner:-
Proposed use of proceeds

Indicative allocation
(RM’000)
 Funding for aircraft, engines and other aircraft parts as well as associated pre-delivery payments
450,000 to 550,000
 Pre-payment / Repayment of the AAB Group’s term loan facilities(1)
300,000
 General working capital(2) 104,500 to 204,500
Notes:-
(1) As at 31 December 2023, the total consolidated borrowings and lease liabilities of AAX, AAAGL and AAB are RM1,512.03 million, RM8,566.00 million and RM15,895.24 million respectively. The proposed pre-payment / repayment of the AAB Group’s term loan facilities amounting to RM300.00 million is expected to result in pre-tax annual interest savings of RM35.25 million based on the
interest rate of 11.75% of the term loan facilities. The pre-payment / repayment of the AAB Group’s term loan facilities is expected to be completed within 6 months from the completion of the Proposed Private Placement.

(2) A portion of the gross proceeds from the Proposed Private Placement is intended to be earmarked for general working capital of the New Aviation Group’s aviation businesses. This includes expenses for expansion of new routes, marketing, advertising and promotional activities as well as system enhancements.
Notwithstanding the above, the allocation as disclosed above is indicative and based on the management’s best estimate only

Merger of airlines alone enough to reverse all of Capital A's negative equity, says Fernandes

By Chester Tay & Adam Aziz | theedgemalaysia.com | 2024-04-26 14:39:42
KUALA LUMPUR (April 26): The corporate exercise to merge the AirAsia airline businesses under AirAsia X Bhd (AAX) is apparently sufficient to offset all of the RM8.7 billion negative equity in Capital A Bhd, according to chief executive officer Tan Sri Tony Fernandes.

Both Capital A and AAX on Thursday unveiled a slew of related party transactions that will eventually see the consolidation of all airline businesses being housed under AAX in a RM6.8 billion share and debt settlement deal.

Using balance sheet numbers as at Dec 31, 2022 (FY2022), Capital A told Bursa Malaysia that this deal alone would give rise to a minimum positive equity of RM492.8 million.

“[Using FY2023 numbers] will be even better,” said Fernandes in a briefing on Friday, “because as I said, we are profitable. In FY2023 and FY2024, [Capital A's equity position is] also much stronger,” he told the audience here.

Capital A’s negative equity position has been the main reason it is being listed as a Practice Note 17 (PN17) company, a category typically meant for financially distressed listed issuers.

The divestment of AirAsia Aviation Group Ltd (AAAGL) is expected to give rise to a pro forma gain of RM4.69 billion to Capital A, while the disposal of AirAsia Bhd (AAB) would result in a gain of RM6.07 billion.

No need for any more calculation.
From Stony this is what AAX/NewCo will get from capA deal

Newco issuing new shares worth RM3 billion in the NewCo to acquire AAAGL, and at the same time take over Net liabilities of AAAGL as at 31 December 2022 RM 1,801.00 million

Newco acquire AAB for RM3.8 billion, to be satisfied by assuming RM3.8 billion of the RM3.83 billion worth of debt and at the same time take over AAB Net liabilities of as at 31 December 2022 2,351.75 million.

And suiyee sucker AAX/Newco RM 1.00 billion PP.

So do you think a mere RM 1.00 billion new capital injection is enough for NewCo working capital and not default on billion of debts, lease payment, maintanance payment, trade and other payables?

I will be at the front row seat with popcorn and cola watching Stony' bollywood dance and magic show. Hope Stony don't tripped over and end up in Jail.

Maybank analyst TP of RM 3.40 for AAX is now only worth RM 1.30? Very interest to hear what Maybank analyst will say.

Newco issuing new shares (at RM1.30 per share) worth RM3 billion in the NewCo to acquire AAAGL.

Source : MAYBANK
Stock : AAX Price Target : 3.40 | Price Call : BUY
Last Price : 1.37 | Upside/Downside : +2.03 (148.18%)

IBs only talk about capA.
And of cause the deal is a bail out for capA.


What will that Maybank analyst who gave a TP RM 3.40 will say about the deal and TP of AAX/Newco now?

As at 31/12/2023 capA
Current lease liabilities: RM 5,259,638,000
Current Trade and other payables: RM 4,301,022,000

Can capA or now Newco not default on the above current liabiliaties?

I am booking front seat row with my popcorn and cola watching will Stony and BOD end up in jail if Newco default on payment of current debts, lease, maintenance, trade and others payables in 12 months time.

Expected gain arising from the Proposed AAB Disposal
Based on the Company’s audited consolidated financial statements for the FYE 31
December 2022, the Proposed AAB Disposal is expected to result in a pro forma gain
on disposal of AAB upon completion of the Proposed AAB Disposal of approximately
RM6,071.45 million. The details of the pro forma gain arising from the Proposed AAB
Disposal is set out below:
RM’ million
AAB Disposal Consideration 3,800.00
Add: Net liabilities of AAB as at 31 December 2022 2,351.75
Less: Transaction costs for the Proposed AAB Disposal (4.30)
Less: Estimated capital gains tax (76.00)
Pro forma gain on disposal of AAB 6,071.45

The NewCo will then acquire Capital A's aviation business — AirAsia Aviation Group Ltd (AAAGL) and AirAsia Bhd (AAB) — for RM6.8 billion. It will be issuing new shares worth RM3 billion in the NewCo to acquire AAAGL, while it will acquire AAB for RM3.8 billion, to be satisfied by assuming RM3.8 billion of the RM3.83 billion worth of debt that Capital A owes AAB.

Newco issuing new shares worth RM3 billion in the NewCo to acquire AAAGL, and at the same time take over Net liabilities of AAAGL as at 31 December 2022 RM 1,801.00 million

Newco acquire AAB for RM3.8 billion, to be satisfied by assuming RM3.8 billion of the RM3.83 billion worth of debt and at the same time take over AAB Net liabilities of as at 31 December 2022 2,351.75 million.

Any suckers for RM 1.00 billion AAX/Newco PP?