AIRASIA X BERHAD
KLSE (MYR): AAX (5238)
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31-Mar-2021
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51 people like this. Showing 50 of 44,955 comments
AAX will swap their shares in AAX with shares of the NewCo — Airasia Group Sdn Bhd — on a one-to-one basis.
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.
Currently AAX NOSH: 447 million.
It will be issuing new shares worth RM3 billion in the NewCo to acquire AAAGL. That will be how many billion of new shares? The current AAX shareholder will be diluted by how many time?
1 day ago
Like kopi-0 added unlimited water,it ended up water kopi,after that co will cancel the buying back shares Andy the water kopi will change back to Hennessy cher
1 day ago
Dun believe too much what sifu said here ..... those has been in SKP resources knew
1 day ago
AAX will swap their shares in AAX with shares of the NewCo — Airasia Group Sdn Bhd — on a one-to-one basis.
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.
Just a simple mathematic with debts from AAB RM 3.8 billion and billion debts inside AAAGL. Thus even with RM 1 billion new capital raise by NewCo (AAG) is that 1 billion enough for working capital and servicing total debts?
I am sure NewCo(AAG) will fall into PN17 company.
Stony end game is getting capA out of PN17 in the expense of NewCo (AAG).
Shark smell the blood and come in for the killing.
1 day ago
Aax 1 on 1 convert AAG share? The max is RM1. 30. Now overvalued. lol I sale 1.26 is play safe
1 day ago
Look at chart aax is in the lower price waiting a news come out high chance to fly. A little luck also lah I buy both capitala and aax together. So I not miss both boat
1 day ago
Repost from capA forum
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.
Based on the Company’s audited consolidated financial statements for the financial
year ended (“FYE”) 31 December 2022, the Proposed AAAGL Disposal is expected to
result in a pro forma gain arising from the remeasurement of the remaining interest in
AAAGL upon completion of the Proposed AAAGL Disposal of approximately
RM4,691.0 million. The details of the pro forma gain arising from the Proposed
Disposals is set out below:
RM’ million
AAAGL Disposal Consideration 3,000.00
Add: Net liabilities of AAAGL as at 31 December 2022 1,801.00
Less: Derecognition of goodwill in IAA and AAAGL in the Company (45.70)
Less: Transaction costs for the Proposed AAAGL Disposal (4.30)
Less: Estimated capital gains tax (60.00)
Net gain arising from the remeasurement of the remaining interest in AAAGL 4,691.00
Since AAV is listed in Thai and IAA in Indonesia respecting Thai and Indonesia SC will governed their listing requirement.
PAA is unlisted and most likely in deep financial trouble and the AAAGL net liabilities of RM 1,801 million most likely majority come from PAA.
So is AAX BOD out of their mind or Stony arm twisting them to accept the deal of paying RM 3 billion in new isssues of Newco shares and at the sametime taking over the AAAGL net liabilities of RM 1,801 billion?
18 hours ago
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 Newco PP?
17 hours ago
Posted by Realrich > 19 hours ago | Report Abuse
Xiaoeh I morning buy call you not buy meh? I say don't miss the boat ah
ai ya...
miss the boat...
anyway
congrats and thanks Realsifu...
17 hours ago
btw Realsifu
while we have inputs from SsLee sifu
may i know your thoughts also on this Tony's new move..?
17 hours ago
Xiaoeh I short term trade on aax. I agree with sslee for long term the new AAG will go to
pn17.
16 hours ago
Noted and Thanks Realsifu
and Thanks SsLee for sharing the clear facts and figures
16 hours ago
Sslee "sifu" has a track record of shitting on anything AirAsia, so no point asking him really. I think for a more unbiased perspective, you can take a look at what the various research houses have said, but Sslee will disagree and say that all the research houses are wrong and he is right despite not being a CFA himself.
15 hours ago
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?
14 hours ago
Source : MAYBANK
Stock : AAX Price Target : 3.40 | Price Call : BUY
Last Price : 1.37 | Upside/Downside : +2.03 (148.18%)
14 hours ago
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.
13 hours ago
It is seem like a mathematical calculation. Maybe Lee can tabulate it out in rows and columns form for easier reading and understanding.
Sslee
4,705 posts
Posted by Sslee > 4 hours ago | Report Abuse
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.
13 hours ago
i think lee first time see bollywood dance,, if price higher , eveeyrthing also can higher... adjust higher la aduh ,, now u trust TF so much 1.30 later can 1.65 also :)) just my two sens , what a brillaint idea , tony master move of ALL time , we are talking
IF tony is CEO of MAS , i dont think MAS need banrkupt , he is the master grandmaster super magician we have seen
KNOCKOUT deal i call this TING TING KO !
13 hours ago
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.
12 hours ago
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?
12 hours ago
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.
12 hours ago
Massive increase in share capital as a result of the said reorganisation. It is going to be very difficult for the shares to spike given with such a massive capital base...
11 hours ago
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
11 hours ago
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
11 hours ago
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).
11 hours ago
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.
10 hours ago
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
10 hours ago
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?
10 hours ago
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.
9 hours ago
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 noninterested 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
8 hours ago
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Sslee
Repost from capA forum
AAX will swap their shares in AAX with shares of the NewCo — Airasia Group Sdn Bhd — on a one-to-one basis.
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.
My opinion:
Engineer work according to the law of physics and chemistry to create many wonders of the word.
Accountant can be very creative like magician giving the illusion of create money out of thin air.
But remember money do not fall from the sky. And according to our legal law if AAX/newco default on any debts transfer from capA then i'm afraid Stony and the whole BOD most likely will end up in jail for below offences:
The Companies Act 2016 (“CA 2016”) codifies a general duty on directors’ conduct of trading in a company close to the point of insolvency and any potential liabilities on that account. In broad terms, ‘insolvent trading’ may also be referred to as ‘wrongful trading’ and ‘fraudulent trading’.
Wrongful Trading
In the CA 2016, an offence of wrongful trading is captured in section 539(3) that:
“…an officer of the company who knowingly was a party to the contracting of a debt had, at the time the debt was contracted, no reasonable or probable ground of expectation, after taking into consideration the other liabilities, if any, of the company at the time, of the company being able to pay the debt, commits an offence…”
Fraudulent Trading
Whereas section 540(1) of the CA 2016 stipulates an offence of fraudulent trading as below:
“If it appears…that any business of the company has been carried on with intent to defraud the creditors of the company or creditors of any other person or for any fraudulent purpose, the Court may declare that any person who was knowingly a party to the carrying on of the business in that manner shall be personally responsible…”
If an offence under section 539(3) has been made out, offenders may be punishable with a maximum imprisonment of 5 years or a maximum fine of RM500,000, or both. Reading together with section 540 of the CA 2016, it is added that the offender may even bear personal liabilities for the payment of the whole or any part of the company’s debt without any limitation of liability upon a court’s declaration
1 day ago