Asia Aviation Public Company Limited (AAV) has announced that the Board of Directors passed a resolution to approve the corporate and capital restructuring plan of the company and Thai AirAsia Co., Ltd., while expecting to list the latter into the Thai stock exchange.
AAV stated that due to the impact from the coronavirus outbreak and not yet receiving any support from financial institutions soft loan measures from the government and for the purpose of continuing its business, the company contacted Mr. Tassapon Bijleveld, AAV’s Executive Chairman (from hereon will refer as an investor), at the beginning of this year, to seek financial support to increase the company’s liquidity in the short-term, medium-term and long-term to use for its business operation. However, in order for the company to receive such financial support, AAV has to restructure its business in order to make the business attractive for investment by the investor.
The Restructuring Plan will include a provision of loan by new investor, who is not a connected person of the company and Thai AirAsia, to Thai AirAsia, which is the main operating subsidiary of the company, in a maximum amount up 3,150 million baht with no interest charged thereon. The provision of the loan will be in the form of a convertible loan agreement or convertible bonds with an expectation to have a term of approximately 3 years from the date the loan is received.
The conversion period is expected to be after Thai AirAsia has received approval to offer shares in anInitial Public Offering (IPO) from the Office of the Securities and Exchange Commission (the Office of the SEC) and received approval in principle from the Stock Exchange of Thailand to list its ordinary shares on the Stock Exchange of Thailand.
The conversion price is expected to be as follows: the principal amount of approximately THB 3,150 million which can be converted into ordinary shares of Thai AirAsia at the rate of THB 20.3925 per share (having par value at THB 0.5 per share). Once the Conversion Conditions occur, the status of the new investor will change from a creditor into a shareholder of Thai AirAsia.
However, if the Conversion Conditions does not occur, regardless of the reason, the new investor shall continue to be the creditor under the convertible loan agreement or convertible bonds, and receive the redemption price of the convertible loan agreement or convertible bonds (which is made up of the capital with interest of approximately 3 percent per annum from the date that the capital was loaned) at the maturity date of the convertible loan agreement or convertible bonds, as the case may be.
In this regard, the new investor is in the process of conducting due diligence on the business of Thai AirAsia. Such a process is expected to be completed within the middle of May 2021. The new investor and Thai AirAsia are in the process of negotiating details of terms and conditions of the convertible loan agreement or convertible bonds and related agreements (including the negotiation on the nomination of 2 persons to be directors of Thai AirAsia during the term of convertible loan agreement or convertible bonds, as the case may be).
After the Restructuring Plan has been approved by the meeting of the Board of Directors of the company and has been disclosed to the Stock Exchange of Thailand, Thai AirAsia will immediately proceed to consult the Restructuring Plan with the Office of the SEC and the Stock Exchange ofThailand.
If the plan to list Thai AirAsia as the listed company on the Stock Exchange of Thailand is successful, the major creditor of Thai AirAsia, i.e. AirAsia Investment Limited, currently holding 19,600,000 shares (having par value at present of THB 10 per share) or equivalent to 392,000,000 shares (par value will be changed to THB 0.5 per share), representing 45 percent of the total paid up capital ofThai AirAsiaat present, must convert all debts which is the loans to be used for repayment of of aircraft lease debts, aircraft maintenance debts fuel debts and trademark debts, owned by Thai AirAsia, amounting not exceeding THB 3,900 million, into equity.
The plan will require an approval from AAV’s shareholders, which is scheduled to hold an Extraordinary General Meeting of Shareholders on June 4, 2021 at 13.00 hrs., which shall be held by electronic means in accordance with the Emergency Decree on Meetings.