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?

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?

Post removed.Why?

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?

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

Nestle show you the real earning money and do you know how much dividend Nestle give to shareholder yearly without fall?

AirAsia Brand Value is $1,343m. What the used of your brand value when you cannot demand higher price for your products and had to come up with promotion zero/discount fare to filled the planes?

I have not decided yet whether should I buy 500 shares and email the IR my prepared hard/probing questions for the AGM/EGM?

52 Weeks Range: 0.64 - 1.12

The question: defying the odds , i have been here more than a year and I beat them in estimates, dont be too stubborn and only accept traditional view , its OK

So how many times you managed to buy at 0.64 and sell at 1.12.

Meanwhile I already earned my multibagger in trading Insas-WC

So will Ajib Gor stay long along in jail to welcome his new cellmate Stony?

Do anyone know what is Stony talking about below on what will happen to AAX?
Has Stony already get investors for the RM 1 billion PP?
What do it mean because we're doing a dividend in specie, we have to get the court's approval for a capital reduction?

AirAsia X told Bursa Malaysia on Thursday that it will first create a new entity — called AirAsia Group Sdn Bhd — to take over the listing status, raise RM1 billion through private placement, before taking over the airline businesses from Capital A.

“So the first thing is get the circulars done for this transaction, which I hope will be done in two weeks,” said Fernandes on Friday.

“Then we have to submit it to Bursa Malaysia for approvals of the circulars, which I hope can be done quite quickly. Then we have 21 days to call the EGMs (extraordinary general meetings) from both companies to approve this transaction.

“Once that's done, because we're doing a dividend in specie, we have to get the court's approval for a capital reduction. And then we can list [AirAsia Group]. So the timing of the formation of the aviation group, our present timeline is about September,” he added.

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

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.

Do you believe in fairly tale? That debts, lease payment, trade and other payables just disapear into thin air?
Or is this a scam of zero sum gain? What is gain by capitalA will be a lose to Newco. So what will be Newco balance sheet look like?

Just think can money just fall from the sky.

If Stony is not careful then he himself, the BOD and all will be losers if the deal end up against the Company Act 2016, whereby after the merged the Newco(AAG) default on debts, lease, trade or other payables.

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

KUALA LUMPUR (April 26): Software company Microlink Solutions Bhd said on Friday that it has secured a contract worth RM56.45 million to implement and maintain a new core banking system for Bank Islam Brunei Darussalam Bhd.

Microlink’s unit Microlink System Sdn Bhd signed three agreements for software supply, service and maintenance for the project, the company said in an exchange filing. The project is expected to be implemented in one year, beginning April 24, 2024, Microlink said.

The project, which also comes with five years of maintenance and support, will contribute to revenue, earnings per share and net assets per share for the financial year ending March 31, 2025 (FY2025), Microlink added.

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 at the expense of NewCo (AAG).

Shark smell the blood and come in for the killing.

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.

MAA Group Bhd's minority shareholders have rejected the group's proposed selective capital repayment (SCR) exercise of RM1. 10 per share at its annual general meeting today. This means that MAA will not be taken private at RM1. 10 per share.29 May 2019.

MAA shareholders should had taken the SCR offer then.

If Thong buy any Insas share at 40 sen from open market and trigger the 33% MGO. The MGO will fail as the advisor will advise shareholders to reject the offer due to offer is unfair and unreasonable because the fair value of Insas is RM 4-6.

And for one year Thong will be forbided to trigger another MGO.

Insas credit and leasing will even lend you billion financing to take over insas if you can prove your worth and qualified as VVVIP client.

After all it is nothing personal but just a win win business deal

What do you think of Thong a good investor or bad investor for waiting patiently and timing his move when to use his holding in warrants to increase his and his PAC insas holding from 32.96% to more than 50% at lowest cost to him and his PAC?

I am just trying to say there are many thousand of share for you to choose to invest in or avoid. So make your choice wisely.

Luckily I am not running any business and I can choose what share to invested in or making a trade for some gain.

If only you have run a business then you will know bad or good business deal is part and pacel of running a business, what more when you are running a stock broking, IPO, PP, M&A advisory, underwitter, placement agent and ah long lending business.

Yes. Current new equity accounting standard gain on deemed disposal due to PP or ESOS that was done above NTA price.

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?

If clients pledged shares securities for margin finance with M&A Securities or financing loan with Insas credit and leasing and if clients default who will end up holding the pledged shares?

What do you expect when you are running M&A securities and Insas credit and leasing?

Know what is direct business transaction? Against investing your excess cash into financial fair value assets or investing into short term money market?

A new 1 billion fund injection will not be enough for working capital and debts servicing.
Know what is the debt alone with AA Philippine park under AAAGL?

AAG become AA passenger airlines owner with new 1b fund to start new journey.

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.

Thong and Insas directors normally will exercise their ESOS and sold Inari share in open market to take profit.
During the last inari AGM inari shareholders vote against allocation of ESOS to Thong.

Insas % holding in Inari has been diluted due to ESOS and PP.
Insas also sold some Inari to take profit and thus enable Insas to accumulate cash and bank deposit to the tune of over RM 1 billion.

Post removed.Why?

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

Any person can match Insas still holding 527,008,575 Inari share.

Insas will always hold Inari share as controlling shareholder. Only on and off insas will trade some Inari share to make quarterly result look good.

Failed investor?

Those invested in Insas should know better many of those holding: Omesti, Hohup and etc were legacy holding from M&A margin finance and Insas credit and leasing pledged shares securities that somehow end up in Insas.

So are you also a failed investor for investing in Insas?

if something sounds too good to be true, it probably is

PAS is not interest in this life but more on reward you can get after life.

So why bother or interest in kampong life, big town life or bring in big investment.

This coming quarter end 31/3/2024 very interesting to check what will be the disposal gain on 10 million inari and 100 million M&A share.

Insas hold omesti share and RPS as fair value financial assets.
And every quarter will report fair value gain/loss on this asset.

Last time I sold WC and PB to top up Insas.
So what wrong CEO sell the Insas-PB?

INSAS BERHAD - REDEEMABLE PREFERENCE SHARES B MAIN : Finance
Last Price Today's Change Day's Range Trading Volume
0.965 0.00 (0.00%) 0.00 - 0.00 0

Avg Volume (4 weeks): 5,776
4 Weeks Range: 0.96 - 0.97