KUALA LUMPUR (Aug 29): AirAsia Bhd is seeking a back-door listing of its Indonesian unit PT Indonesia AirAsia (IAA) on the Jakarta Stock Exchange.

The low-cost carrier has unveiled its proposed debt-and-share-swap deal to inject a 57.25% stake of IAA into Indonesian-listed logistics and warehousing company, PT Rimau Multi Putra Pratama TBK (RMPP).

RMPP is a company listed on the Jakarta Stock Exchange, principally involved in transportation, warehouse, industry and general trade, according to the announcement to Bursa Malaysia.

The proposed transaction is expected to be completed by the fourth quarter of 2017 and RMPP will then be the new holding company of IAA.

As at June 30, 2017, the issued and paid-up share capital of RMPP is 54 billion rupiah, which is equivalent to about RM17.28 million, comprising 216 million shares.

Audited financial statements of RMPP show that for the financial year ended Dec 31, 2016, the company's net profit and net assets stood at 4.06 billion rupiah and 33.19 billion rupiah respectively.

According to AirAsia's filing, the low-cost carrier has executed multiple agreements to partially dispose and subsequently convert its perpetual securities investments in IAA into new shares in RMPP.

The four agreements executed are the conditional sale of perpetual capital securities agreements between AirAsia and AirAsia Investment Limited (AAIL), between AirAsia and PT Fersindo Nusaperkasa (FNP), a pledge agreement between AirAsia and FNP, and a conditional standby buyer agreement between all three parties.

Under the terms of the conditional standby purchase agreement, RMPP will conduct a rights issue of up to 13.65 billion new rights shares of RMPP at a nominal value of 250 rupiah per share, on the basis of 23,818 new RMPP rights shares for every 377 existing RMPP shares held.

FNP and AAIL has been appointed by RMPP as standby purchasers to subscribe up to 10.40 billion rights issue shares, to be satisfied by non-cash consideration via transfer of the IAA perpetual securities.

Accordingly, FNP and AAIL together will own up to 97.96% equity interests in RMPP.

Upon completion of the rights issue, RMPP will own perpetual securities of IAA that are to be converted into up to 241,067 of IAA's newly issued shares, or up to 57.25% of IAA's equity interest, the statement said.

The proposed transaction has been mooted in view of financing needs for the group's growth in Indonesia, including the doubling of its fleet count by 2020.

The proposed transaction will not have any effect on the issued and paid-up share capital of AirAsia.