Capital A Bhd has engaged in a conditional share sale and purchase agreement with AirAsia Group Sdn Bhd (AAG) to divest its entire equity stake in AirAsia Aviation Group Ltd (AAAGL) and AirAsia Bhd (AAB) for a total of RM6.8 billion.
The group has entered into a conditional share sale and purchase agreement with AAG to sell AAAGL for RM3 billion and AAB for RM3.8 billion. Both AAAGL and AAB are wholly-owned subsidiaries of Capital A. As part of AirAsia X Bhd’s (AAX) proposed internal reorganization, AAG will assume AAX’s listing status before the completion of the proposed disposals.
Capital A has additionally proposed a distribution of new ordinary shares in AAG, valued at approximately RM2.20 billion, to be received as consideration shares for the proposed disposal of AAAGL, distributed among the entitled shareholders of the group.
“The AAAGL disposal consideration of RM3 billion will be satisfied entirely via the issuance of 2.30 billion new AAG shares at an issue price of RM1.30 for each consideration share,” the group said in a 68-page document filed with Bursa Malaysia today.
According to the terms of the disposal, AAG would assume the company’s RM3.8 billion debt owed to AAB on the AAB completion date, which will satisfy the AAB disposal consideration.
Additionally, it stated that the proposed sale of AAAGL is anticipated to produce a pro forma gain of approximately RM4.69 billion upon completion of the disposal, as a result of the remeasurement of the remaining interest in AAAGL, based on Capital A’s audited consolidated financial statements for the financial year ended December 31, 2022 (FY2022). Regarding AAB, it stated that following completion of the disposal of approximately RM6.07 billion, the proposed AAB sale is anticipated to produce a pro forma gain on disposal of AAB.
After the exercise is over, the aviation services and digital businesses primarily consist of Asia Digital Engineering, a wholly-owned subsidiary; SuperApp, a 96.19 percent subsidiary of Capital A; Teleport, a 77.56 percent subsidiary; and BigPay, a 99.56 percent subsidiary of the group, handling the super app segment; and the logistics segment.
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