KUALA LUMPUR (Dec 14): AirAsia X Bhd's (AAX) deputy chairman Datuk Lim Kian Onn is spearheading a special purpose vehicle (SPV) to pump in at least RM50 million fresh capital into the low-cost carrier, which is in the midst of negotiating with its creditors for debt and liabilities restructuring.

AAX announced its equity raising plan that entails a cash call to its existing shareholders to raise up to RM300 million plus issue of new shares to new investors to raise an additional RM200 million, roughly two months after the airline unveiled its massive debt and liabilities restructuring scheme involving steep haircut for creditors.

However, the equity fund raising exercise is conditional upon the success of the proposed debt restructuring exercise. The airline said no shareholder shall emerge as a new controlling shareholder of the company, to ensure that mandatory general offer obligations will not be triggered, according to the announcement to Bursa Malaysia.

Under the issuance and allotment of shares to new investors, AAX said the SPV incorporated by Lim will commit a minimum subscription of RM50 million.

On top of that, the SPV will also be given an option to subscribe to an additional 15% of the enlarged total number of AAX shares after the proposed rights issue and share subscription.

AAX said it intends to raise a minimum of RM100 million from the proposed rights issue. The airline intends to procure it via underwriting arrangements of RM100 million, which will be arranged at a later date.

The carrier's share price closed at 10.5 sen today, giving a market capitalisation of RM435.56 million.

AAX expects the proposed fundraising exercise to be completed in the first half of 2021.

The low-cost carrier stressed that the equity fundraising exercise is a critical component of the comprehensive restructuring and recapitalisation plan announced earlier, and will support the implementation of the group's revised business plan.

Meanwhile, certain creditors demanded AAX to have a deeper slash on the low-cost carrier's share capital.

As a result, AAX announced that it is revising the proposed capital reduction of 90% to 99.9%, which will comprise a reduction of its issued share capital of approximately RM1.53 billion to RM1.53 million. To put things in perspective, share capital of RM100 will be reduced to 10 sen.

In a statement, AAX, which serves the long-haul routes, said the credit arising from the proposed share capital reduction will be used to offset part of the accumulated losses.

Its proposed share consolidation after the share capital reduction, which entails the consolidation of every 10 existing AAX shares into one share, remains unchanged.

AAX noted that its shareholders' funds will remain in deficit after the capital reduction but the consolidation of shares post-capital reduction will provide a platform to seek fresh funding from existing shareholders.

AAX added that the funds to be raised are adequate for several scenarios "envisaged within our business plan" amid the "evolving and dynamic" environment.

However, the company must first secure the approval of its creditors for the debt restructuring scheme, it said, noting that several lessors have intervened in the restructuring proceedings to register their objections to the scheme.

"AAX wishes to reiterate that the debt restructuring scheme is a prerequisite for the recapitalisation of the company by both existing and new investors and a comprehensive reset of the airline is required to provide a platform to rebuild and a vehicle attractive enough for investors to invest in," said the airline.

It will continue to engage with creditors and it hopes to allay their concerns, said AAX, adding that the alternative to the scheme is a liquidation of the airline without any returns to creditors.

Post-pandemic, AAX said a reset with fresh equity and a repositioning of the airline as a regional medium-haul low-cost carrier will provide the best economic returns to creditors in a continued business relationship.

"The company has received some indications of interest for investment in a restructured AAX and will similarly continue to engage with these potential investors," it said.

In October, the airline unveiled a debt and liabilities restructuring proposal involving the reconstitution of RM63.5 billion worth of debts, including future lease rentals, aircraft purchase commitments and advanced ticket sales into a principal amount of up to RM200 million.

The plan also included the proposed capital reduction, share consolidation as well as the proposed fundraising exercise.