KUALA LUMPUR, April 26 – Capital A Bhd has entered into a conditional share sale and purchase agreement with AirAsia Group Sdn Bhd (AAG) to dispose of its 100 per cent equity interest in AirAsia Aviation Group Ltd (AAAGL) and AirAsia Bhd (AAB) for RM6.8 billion.
The group entered into conditional share sale and purchase agreement with AAG to dispose of AAAGL for RM3 billion and AAB disposal for RM3.8 billion.
AAAGL and AAB are wholly-owned subsidiaries of Capital A.
Pursuant to AirAsia X Bhd’s (AAX) proposed internal reorganisation, AAG will assume the listing status of AAX prior to the completion of the proposed disposals.
Capital A has also announced a proposed distribution of new ordinary shares in AAG to be received as consideration shares for the proposed AAAGL disposal of about RM2.20 billion to 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.
The AAB disposal consideration will be satisfied by way of AAG’s assumption of the company’s debt due to AAB of RM3.8 billion on the AAB completion date pursuant to the terms of the disposal.
It also said that based on Capital A’s audited consolidated financial statements for the financial year ended Dec 31, 2022 (FY2022), 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 disposal of about RM4.69 billion.
As for AAB, it said the proposed AAB disposal is expected to result in a pro forma gain on disposal of AAB upon completion of the disposal of some RM6.07 billion based on the group’s audited consolidated financial statements for FY2022.
“The proposed disposals are intended to be undertaken by Capital A to streamline the group’s core business activities to focus on aviation services and digital businesses which are essential and complementary to the passenger airlines business,” it said.
Upon completion of the exercise, the aviation services and digital businesses mainly encompass a wholly-owned subsidiary, Asia Digital Engineering; super app segment carried out by SuperApp, a 96.19 per cent subsidiary of Capital A; logistics segment carried out by Teleport, a 77.56 per cent subsidiary; and digital payments segment carried out by BigPay, a 99.56 per cent subsidiary of the group.
