AAV Announces the Capital Increase of 8,000Mn Shares through PP

Asia Aviation Public Company Limited (AAV) announced that the board of directors passed certain resolutions at the board of directors’ Meeting held on 19 October 2021, to approve the issuance of new capital increase in ordinary shares in the amount of 8,000,000,000 shares with a par value of THB 0.10 per share to support (1) allocation of the newly-issued ordinary shares to private placement (PP), (2) allocation of newly issued ordinary shares to the existing shareholders in accordance with their shareholding proportions held by each shareholder (Rights Offering) (RO) and (3) allocation of newly issued ordinary shares to support the conversion of convertible bond (CB), which the company will propose to the Extraordinary General Meeting of Shareholders No. 1/ 2021.

AAV will allocate newly issued ordinary shares in the amount of not more than 5,028,571,429 shares with a par value of THB 0.10 to PP. The offering price is clearly set at the price of THB 1.75 per share (which is the same price that the company will offer newly issued ordinary shares to the existing shareholders of the company in accordance with their shareholding proportions held by each shareholder (RO)). The details of private placement are as follows:

1. AirAsia Aviation Limited (AAA), a subsidiary of AirAsia Group Berhad (AAGB) which operates as a Holding Company. AAA is one of the holding companies of AAGB that holds shares in airlines business under the brand “AirAsia” in many countries such as Indonesia, Philippines, and India and also holds 45 percent of Thai AirAsia’s shares, which is a subsidiary of the company that operates the AirAsia Airline business in Thailand
2. Mr. Pitharn Ongkosit, an Executive and Investor
3. Mr. Palin Lojanagosin, an Executive and Investor, who currently holds the position of Director, Chairman of Executive Committee and Chief Executive Officer including being a major shareholder of Plan B Media Public Company Limited (PLANB)
4. Mr. Bundit Pitaksit, an Executive and Investor, who currently holds the position of Chairman of the Executive Committee of Isuzu Sanguan Thai Group, Chairman of Advisory Board of Siam Car Rent Co., Ltd. as well as an independent director, Chairman of the Risk Management and Sustainable Development Committee, Audit Committee and member of the Nomination and Remuneration Committee of Land and Houses Public Company Limited (LH).
5. Mrs. Piyaporn Vichitbandha, an Executive and Investor.
6. Mr. Suwaphon Suwaruchiporn, an Executive and Investor.
7. Mr. Vorapote Amnueypol, an Investor, who currently being major shareholder of Sky ICT Public Company Limited (SKY)

The Board of Directors has considered that the above-mentioned (which are considered as Private Placement) investors have stable financial status and potential to invest in the company. AAA has knowledge, capability and experience that can help promote the operations and support the company’s business.

The company will use the fund received from the offering of newly issued ordinary shares PP and the sale of convertible bonds to PP in the total amount of approximately THB 11,000 million and the offering of newly issued ordinary shares to the existing shareholders according to the shareholding proportion that each existing shareholder holds (RO)  approximately THB 3,000 million, totaling approximately THB 14,000 million, to be used for the following purposes.

1. To repay loans to financial institutions in the amount of approximately THB 3,900 million plus interest, which the company will borrow money to inject capital in Thai AirAsia through  the acquisition of newly issued shares of Thai AirAsia. This will make the shareholding proportion of the company in Thai AirAsia from 55 percent to 69.2 percent of the total shares of Thai AirAsia. In this regard, this action is part of the Thai AirAsia shareholding restructuring plan of the company and Thai AirAsia. The company expects to repay such a loan by the end of 2021.

2. To purchase all the remaining shares of Thai AirAsia which is 30.8 percent of the total shares of Thai AirAsia with the approximate amount of THB 3,900 million. The purchase of the remaining Thai AirAsia shares is part of the shareholding restructuring plan of the company and Thai AirAsia. The company expects to purchase the remaining shares of Thai AirAsia by the first quarter of 2022.

3. To be used as working capital of the company’s group including Thai AirAsia and the company may consider increasing its capital in Thai AirAsia in order to use in the future business operations of Thai AirAsia. The company will use the remaining capital after using in No. 1. and No. 2 for this purpose and expects to proceed by the second quarter of 2022.