Capital A seeks US$1bil Nasdaq listing for brand management, aircraft leasing units
PETALING JAYA: Capital A Bhd is seeking to list its AirAsia brand royalty business and aircraft leasing unit by injecting it into a Nasdaq-listed special purpose acquisition company (SPAC) as part of plans to regularise its financial situation.
The Practice Note 17 (PN17) group is aiming for a valuation of US$1 billion (RM4.77 billion) for the merged entity, Capital A said in a filing with Bursa Malaysia today.
At the same time, Bursa Malaysia Securities (Bursa Securities) granted Capital A an extension until Dec 31, 2023 to submit its regularisation plan to the regulatory authorities.
The aviation group said it had entered into a letter of intent with Nasdaq-listed SPAC Aetherium Acquisition Corp (GMFI) for a proposed business merger between GMFI and a proposed Cayman Islands-based entity known as Capital A International (CAPI) for an indicative valuation of US$1 billion.
CAPI will then acquire Brand AA Sdn Bhd and Fleet Consolidated Pte Ltd from Capital A. Brand AA, formerly known as AAD Data Sdn Bhd, is wholly owned by Capital A while Fleet Consolidated is a Singapore incorporated private company.
Brand AA, a brand management company, is the registered proprietor for all the rights under the AirAsia brand. Fleet Consolidated will primarily be responsible for the procurement and delivery of aircraft for the aviation group.
Capital A said the proposed business merger entails the acquisition of all the issued and outstanding share capital of CAPI by GMFI that will result in CAPI becoming a new public-listed company on Nasdaq.
The business merger will enable Capital A to indirectly participate in the profit from the US-listed entity.
Both parties are expected to complete due diligence and negotiations for the execution of a definitive agreement within three months.
The corporate exercise requires approvals from regulators in both Malaysia and the US. It also requires the approval of Capital A shareholders via an extraordinary general meeting, and holders of the group’s seven-year redeemable convertible unsecured Islamic debt securities of RM974.5 million.
Capital A CEO Tony Fernandes said the exercise marks the group’s first step to venture out of Asean in terms of capital raising.
“This is a coming-of-age moment for Capital A, which has morphed from AirAsia into a low-cost, value-driven aviation and travel services group of five entities, the first of which that’s coming to the public market would be CAPI,” he said in a statement.
“Our proposed business combination with Aetherium serves as a testament to the growth opportunities ahead. The Asean region in recent years has emerged as one of the world’s most dynamic and fastest-growing economic hubs,” he added.
At the close today, Capital A shares were unchanged at 82 sen, giving it a market capitalisation of RM3.46 billion.
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