Saturday, January 21, 2012

The Truth - Purpose of Mas Air Asia Share Swap

Ha Ha it seem more clear now of what really the purpose of this so called collaboration ; MAS may have to buy some of 200 Airbus plane ordered by Tony Fernandes! It may not stated in the agreement, or remain as unproven assumption, but that seem real now. The Rashdan seem to hint this point in his this interview with the Edge (14th January 2012). So who need who now? thus MAS was used to save Tony Fernandes otherwise Air Asia would be in trouble of what they are going to do with its 200 planes ordered from Airbus! seem like MAS huge cash reserve will be used to help highly in debt Air Asia! Read this article below carefully and try to comprehend what he really try to imply he he

What ex MAS Abdul Aziz says?

MAS ex-MD Abdul Aziz cautious of MAS-AirAsia share swap
Written by
Wednesday, 14 September 2011 13:48

Tan Sri Abdul Aziz Abdul Rahman has driven MAS to its peak during his tenure as Managing Director and CEO from 1982 until 1991. Surely what this learned figure want to say about what is going on now have merit and substance that we need  to at least listen to;

KUALA LUMPUR: MALAYSIAN AIRLINE SYSTEM BHD  (MAS) former managing director Tan Sri Abdul Aziz Abdul Rahman has expressed caution about the share-swap deal between MAS and AIRASIA BHD , pointing out this corporate exercise may not resolve MAS’s woes.

He was quoted saying by Bernama on Wednesday, Sept 14 that the share swap would not necessarily mean a solution to the ailing national carrier which continues to suffer losses due to high operating costs.

MAS recorded an operating loss of RM413 million year-on-year in 2Q ended June 30 compared to a RM286 million loss a year earlier, due mainly to higher fuel cost.

Abdul Aziz, who was MAS managing director and chief executive officer from 1982 till September 1991, also said MAS and AirAsia should disclose more details about the nature of their collaboration to clear the air among various stakeholders in the country.

He pointed out that instead of a share swap, stakeholders should find out the reasons for MAS' current position, which in was due to two possible causes.

“Firstly, it was due to lack of good management over the past 15 years and secondly, it may be caused by the government’s failure to have an orderly air transport policy.

"As far as I am concerned, AirAsia was initially approved on the ground that it travels to international routes not taken by MAS instead of what happened later, the frills-free airline was also involved in domestic routes.

“With Malaysia being a ‘price-sensitive’ market, this collaboration would also bring about continuous competition for MAS," said Aziz, when interviewed on “Kerusi Panas” (Hot Seat) programme hosted by Wan Syahrina Wan Abdul Rahman of Bernama Radio24 on Tuesday night.

He said domestic travellers would opt for lower airfares rather than premium travelling.

“Under such circumstances, both airlines are not cooperating but rather competing with each other in which MAS will ultimately lose out as it relies heavily on premium air travel service,” he said.

Bernama said the share-swap deal signed last month expected to see MAS focusing on premium travel while AirAsia maintaining its grip on the low-cost sector.

Aziz said it was also illogical to conclude that domestic airlines’ competitiveness in the international market would be enhanced by having a single entity through such collaboration as MAS already have the capabilities to do so.

“This move is unnecessary as MAS already has its own edge to compete globally such as quality services although it is still lacking in terms of a strong marketing strategy compared to the airlines in the Middle East,” he said.

For the future, Aziz suggested that MAS changed its way of handling flights such as introducing low-cost seats within its fleet of aircraft in order to stay competitive.

He said a thorough study was needed should such a plan was taken into consideration.

To recap, in the second quarter ended June 30, 2011 MAS posted net loss of RM526.68 million compared with net loss of RM534.73 million a year ago as it continued to be impacted by the high fuel prices.

For the six months ended June 30, MAS’ net loss widened substantially to RM769.02 million from net loss RM224.68 million in 2010, despite posting higher revenue of RM6.68 billion, impacted adversely by higher fuel costs.

As for AirAsia, it reported earnings of RM104.25 million in 2Q ended June 30, 2011 as its operations were affected by higher fuel costs, which rose 31%.

Earnings fell 47.5% from the RM298.93 million a year ago. It said fuel costs increased by 31% to an average US$140 per barrel from US$106 a year ago.

“Fuel costs rose to RM441.67 million in 2Q from RM318.40 million a year ago. Other operating expenses increased to RM45.51 million from RM35.26 million,” it said.

Operating profit was reduced to RM214.80 million from RM222.55 million. Revenue declined 15.2% to RM1.07 billion compared with RM933.40 million a year ago. Earnings per share were 3.80 sen versus 7.2 sen.

Related Article
The Truth - The Purpose of MAS Air Asia Share Swap

SC and BURSA investigate MAS Air Asia Share Swap

SC reviews all trading data on MAS-AirAsia share swap. 

Deputy Finance Minister Datuk Dr Awang Adek Hussin told the Dewan Rakyat that SC and Bursa Malaysia have launched an investigation into the swap deal between MAS and AirAsia.

This so called collaboration between MAS and Air Asia smell fishy. Can't help to feel suspicious about it. All this seem well planned and manipulated, and show that the favour is always on behalf of Air Asia! another scheme to milk MAS? as it always was?Another aspect for you to ponder is manipulation of share price in BURSA Malaysia (KLSE). The share market price is important because it was used as basis to determine the quantum of the share swap, but what is more outstanding is the share given to MAS/Khazanah is of Air Asia X Sdn Bhd! the company that making loss and not even listed! those party in involved must be so brilliant of whatever intention they are up to! please refer the copy of collaboration agreement here 

Sources from

Above is the graph of the share price of AirAsia and Malaysian Airlines System (MAS), the vertical line represents August 5, 2011, just before the announcement of the share swap between AirAsia's parent and Khazanah Nasional. The starting point on the left is April 19, 2011, with AirAsia's share price on RM 2.61 and MAS on RM 1.81.
On August 5, 2011 the price of AirAsia was RM 3.95 (+51%) and the price of MAS was RM 1.60 (-12%).
On August 12, 2011 AirAsia's share price fell to RM 3.45 (-13%) since the announcement while MAS share price went up to RM 1.87 (+17%).
The prices of the shares of both companies before the announcement of the deal are significant, since they were used to price the share swap.
These are multi billion RM companies, if there was indeed insider trading or any other suspicious trade going on, evidence should not be difficult to gather, the amounts of shares involved would be massive.
I am hoping for a speedy probe by the authorities with transparant reporting back to the investment community. The movements of the share prices before and after the announcement do indeed look suspicious, the volume traded was also much higher than normal.
From a Corporate Governance point of view, the fact that the two key people behind AirAsia suddenly become Director and major shareholder in the largest competitor is very worrisome. I simply fail to see how they can avoid conflict of interest situations or how they can act in the best interests of both companies at the same time.


Source of this legal document is from site of malaysiaairlinesfamilies



1.                INTRODUCTION
CIMB investment Bank Berhad on behalf of the Company wishes to announce that the Company had on 9 August 2011 entered into a collaboration agreement with MAS and AAX (“Collaboration Agreement”).  Pursuant to the Collaboration Agreement, the parties wish to establish a framework to explore the possibilities of mutual co-operation.
To strengthen the collaboration and to further align their respective interests in AirAsia and MAS, Tune Air Sdn. Bhd. (“Tune Air”) and Khazanah Nasional Berhad (“Khazanah”), the major shareholders of AirAsia and MAS respectively, have agreed to acquire from each other existing shares of both companies (“Share Swap”).  As a result, Tune Air will hold 685,142,000 ordinary shares of RM1.00 each in MAS representing 20.5% equity interest in MAS.  Khazanah will hold 277,650,999 ordinary shares of RM0.10 each in AirAsia representing 10.0% equity interest in AirAsia.
The salient terms of the Collaboration Agreement are as follows:
Salient TermsDescription
Overarching Principles for Collaboration
The parties wish to explore the possibilities of collaboration in order achieve the following:
  • To be able to utilize each other’s respective core competencies, optimize efficiency and increase all parties’ competitiveness to the benefit of consumers; and
  • To become more able to compete effectively with other industry players.
The parties shall in good faith negotiate for the purpose of reaching and finalizing detailed agreements in a reasonably hastened duration, to realize the principles of the Collaboration Agreement, in a manner whereby each party will benefit relative to its position prior hereto, and a party’s benefit shall not be at the expense or loss of any of the others.

Notwithstanding anything to the contrary, the Collaboration Agreement does not give rise to any commitment as to any particular form of collaboration, or give any effect to any form of collaboration, until anti-trust analysis has been completed in respect thereof, and such form is in compliance with the applicable laws as regards anti-trust, and any next step, implementation or action to give effect to any collaboration in this regard will be taken only after such anti-trust analysis is completed.  In addition, in the course of such anti-trust analysis, should the parties identify any area in which they can collaborate, they will make the necessary anti-trust assessment and seek all necessary and desirable anti-trust approvals prior to undertaking or implementing the same.
To the extent that there is any anti-trust, competition or other equivalent legal requirement that is applicable to any matter or transaction under the Collaboration Agreement, such that the matter or transaction cannot be proposed and/of undertaken unless certain legal requirements are complied with, then such matter or transaction will not be proposed or undertaken until such legal requirements have been complied with.
To the extent that a proposal in respect of any such matter or transaction has to be amended or varied in order to achieve such compliance, the parties will discuss and agree in good faith an amendment or variation to the same which is in compliance with the relevant legal requirements, and yet is economically closest to the matter or transaction as originally intended by the Collaboration Agreement.
Business Model Principles

Subject to appropriate anti-trust review, the Company, MAS and AAX agree that each party (whether by itself or through a subsidiary or affiliate) will focus only on the following business segments:
  • MAS will focus on being a full-service premium carrier (“FSC”)
  • AirAsia will focus on being a regional low-cost carrier (“LCC”)
  • AAX will focus on being a medium-to-long haul LCC.
The parties will mutually discuss and agree, based on value proposition to the market, the appropriate definitions of FSC and LCC for the implementation of the matters under the Collaboration Agreement.
MAS intends to review Firefly Sdn Bhd’s operations, and MAS’s short-haul FSC business may be undertaken by itself and/or through a new MAS subsidiary (“Sapphire”) and MAS has the flexibility to re-designate capacity, assets and resources from Firefly Sdn Bhd to form Sapphire.
Subject to appropriate anti-trust review, the parties shall negotiate in good faith for the purpose of concluding from time to time agreements in relation to the provision of network services so as to be able to provide, collectively, a competitive offering of services and products to all passengers in all business segments.
Flow, Feed
Subject to appropriate anti-trust review, MAS and AirAsia shall:
  • Assess the viability of enabling selective interlining passengers transiting from AirAsia points of origin to MAS flights, where MAS (and/or Sapphire, as the case may be) does not operate any overlapping route; and
  • Assess the viability of enabling selective interlining for passengers transiting from MAS (or Sapphire, as the case may be) points of origin to AirAsia flights, where MAS (and/or Sapphire, as the case may be) does not operate any overlapping route.
Other Areas for Potential Collaboration

Subject to appropriate anti-trust review, the parties will mutually discuss and agree, in good faith, to collaborate in areas where there are substantial synergies to be realized, either through joint procurements, increased scale, migration to best practices, lower cost, enhanced ability to capture non-captive third party revenues, and suchlike.  At this juncture, the parties recognize this potential in areas like:
  • Maintenance, repair and overhaul
  • Ground-handling
  • Training
  • Catering; and
  • Cargo
The early phase for collaboration should focus on quickly-achievable synergies which can be realized without significant effect on any party’s operations, such as joint procurements.  Any such collaboration under this clause should avoid overloading unnecessary restructuring costs on any one party.
To the extent that any future transaction or arrangement under the Collaboration Agreement is a recurrent related party transaction, the parties agree that the provisions of the Bursa Malaysia Securities Berhad’s Main Market Listing Requirements shall apply to the same.
Joint collaboration Committee

For the purpose of administering and overseeing such collaboration, the parties shall forthwith establish a committee constituted by persons representing each of them in order to enable the parties to plan, direct and manage jointly all issues and matters pertaining to the Collaboration Agreement.
The primary responsibilities of the JCC are:
  • Kick starting the collaboration process
  • Undertaking an anti-trust review of all matters to be proposed for exploration or assessment hereunder, prior to their implementation
  • Coordinating the activities of MAS, AirAsia and AAX under the collaboration agreement to ensure maximum synergy capture
  • Monitoring and enforcing the implementation of the collaboration agreement
  • Resolving deadlocks
Prior to any review of the areas for collaboration, exchange of information between the companies, and implementation of any aspect of collaboration, the anti-trust compliance protocol must be established by the JCC.
Resolution of disagreements
In the event a deadlock cannot be resolved by the JCC, it will be referred to the companies’ boards of directors for resolution.  If still not resolved, then any party may terminate the Collaboration Agreement by giving three months’ written notice to the other parties.
The Collaboration Agreement is effective immediately upon execution.  It will remain in full force and effect for a period of five years, unless terminated as a result of unresolvable deadlock as stated above.  It may be renewed for a further period of five years on expiry by the parties mutual agreement.

3.                INFORMATION ON MAS
MAS was incorporated on 12 October 1937 in Malaysia.  MAS is a public limited liability company and is listed on the Main Market of Bursa Malaysia Securities Berhad.  As at 5 August 2011, the issued and paid-up capital share capital of MAS stands at RM3,342,156,240 comprising 3,342,156,240 ordinary shares of RM1.00 each and 1 special rights redeemable preference share of RM1.00 in the Company.  Emerald has in issue 417,747,955 of Redeemable Convertible Preference Shares of RM0.10 each.
The Company is principally engaged in the business of air transportation and the provision of related services.  It has won the World’s Best Cabin Crew title from the Skytrax airlines quality rating agency in the six of the past ten years and it is currently holder of Skytrax’s World’s Best Economy Class award.
4.                INFORMATION ON AAX
AAX was incorporated on 19 May 2006 and had its name changed from Fly Asian Xpress Sdn Bhd to AirAsia X Sdn Bhd on 21 September 2007.  AAX is principally engaged in the provision of long haul air transportation services.  AirAsia is holding the entire 42,666,667 Redeemable Convertible Preference Shares Series I of RM1.00 each in AAX.
5.                RATIONALE
AirAsia may be able to reap positive benefits from its co-operation with MAS and AAX. Through the collaboration, and subject always to the appropriate anti-trust assessment, reviews and clearances from the relevant regulatory authorities, the parties hope to achieve:
  • Improved performance from enabling the respective airlines to focus on their core markets in which they are most capable of developing value;
  • Enhanced network services so as to enable the provision, collectively, of a competitive offering of services and products to all passengers in all business segments;
  • Growth in passenger capacity due to enhanced and improved service offerings; and
  • Deriving possible economies of scale benefits from potential cost and other synergies to be realized.
The Collaboration Agreement is not subject to the approval of the shareholders of the Company, shareholders of MAS or any other regulatory authorities, but all aspects of the collaboration (including as to any discussion, assessment and review on the areas to collaborate) will be subjected to the applicable anti-trust compliance protocols, prior anti-trust assessment and review, and (where required) approvals and clearances from the relevant anti-trust regulatory authorities.
By virtue of the Share Swap between Khazanah and Tune Air, the major shareholders of MAS and AirAsia respectively, certain transactions or arrangements under the Collaboration Agreement may be related party transactions and shareholders’ approval will be sought if such is the case.  Shareholders’ mandate for recurrent related party transactions may be sought upfront if the transactions are of revenue nature and in the ordinary course of business.
7.                FINANCIAL EFFECTS
The entry into the Collaboration Agreement does not have any effect on the issued and paid-up share capital of the Company and is not expected to have any material effect on the earnings, gearing and net assets of AirAsia group for the financial year ending 31 December 2011.
However, it is expected to contribute positively to AirAsia group’s earnings moving forward.
Save as disclosed below, none of the major shareholders and directors of the Company and/or person connected with them has any interest, direct or indirect, in the Collaboration Agreement.
8.1       Major shareholders’ interests
After the completion of the Share Swap, Tune Air remains as a major shareholder of the Company holding 13.07% of AirAsia shares.  Khazanah will also hold 10.00% of the equity interest in AirAsia and is therefore a major shareholder of the Company.
As such, Tune Air and Khazanah (“Interested Major Shareholders”) are deemed interested in the Collaboration Agreement.
8.2       Directors’ interests
By virtue of their interests in shares in the major shareholders of the Company, Tune Air, Dato’ Abdel Aziz @ Abdul Aziz bin Abu Bakar, Tan Sri Dr. Anthony Francis Fernandes and Dato’ Kamarudin bin Meranun are deemed interested in the Collaboration Agreement.
Accordingly, Dato’ Abdel Aziz @ Abdul Aziz bin Abu Bakar, Tan Sri Dr. Anthony Francis Fernandes and Dato’ Kamarudin bin Meranun (collectively referred to as the “Interested Directors”) have abstained from deliberating and voting on the Collaboration Agreement at the relevant Board meetings.
9.                DIRECTORS’ OPINION
Save for the Interested Directors, The Board of Directors of the Company is of the opinion that the Collaboration Agreement is in the best interest of the AirAsia group.
The Board is pleased to announce that Datuk Mohamed Azman bin Yahya and Encik Mohammed Rashdan bin Mohd Yusof (as his alternate) has been appointed as Non-independent Non-Executive Directors of the Company with effect from 11 August 2011.
This announcement is dated 9 August 2011.
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