Type	Announcement
Subject	JOINT VENTURE AGREEMENT BETWEEN AIRASIA BERHAD (“AIRASIA” OR “THE COMPANY”), SCICOM (MSC) BERHAD ("SCICOM") AND ASIAN CONTACT CENTRES SDN BHD (“ACCSB”)
Contents	PLEASE REFER TO THE ANNOUNCEMENT DETAILS BELOW.

 

1. Introduction

 

a)            AirAsia wishes to announce that it has on 28^th April 2009 entered into a Joint Venture/Shareholders Agreement (“JV Agreement”) with Scicom and ACCSB. 

 

b)            AirAsia has on 28^th April 2009 acquired 50% equity interest comprising of one (1) ordinary share of RM1.00 each in ACCSB, which is a dormant company incorporated in Malaysia for a total cash consideration of RM1.00.  The balance 50% of ACCSB’s equity interest has been acquired by Scicom.

 

1. Objective

 

The objective of AirAsia in entering into the JV Agreement is for AirAsia to consolidate and streamline its entire current and future call centre requirements in various regions into a single call centre located in Malaysia and to use ACCSB as the vehicle to operate AirAsia’s call centre.  With Scicom making available its resources and call centre expertise to ACCSB, AirAsia is able to leverage on the partnership to better optimize its resources.

 

Simultaneous to entering into the JV Agreement, the existing Services Contract between AirAsia and Scicom for the provision of call centre services will be novated to ACCSB. 

 

3.             Salient Terms of the JV Agreement

 

a)    Both AirAsia and Scicom will have acquired 50% each of the equity interest in ACCSB.

 

b)       Both AirAsia and Scicom will pay RM500,000.00 each for the paid up capital of ACCSB. The total paid up capital of ACCSB is therefore RM1.0 million.

 

c)       Both AirAsia and Scicom will advance RM525,000.00 each to ACCSB for its working capital requirements. 

 

d)    Scicom agrees to provide skilled personnel to manage and operate the contact centre.

 

e)     The parties are to leverage on AirAsia’s business network to procure new clients not limited to other airlines.

 

f)     The parties intend for ACCSB to successfully apply for MSC status within a period of three (3) years.

 

g)     The JV Agreement contains provisions which are customary in joint venture transaction such as events of default, reserved matters and pre-emption rights of the parties.

 

1. 4.                   Interests of Directors or substantial shareholders and/or persons connected with the Directors and/or substantial shareholders 

 

None of the Directors or substantial shareholders of AirAsia and/or persons connected with the Directors and/or substantial shareholders, has any interest, direct or indirect, in the acquisition.

 

1. 5.                  Financial effect of the acquisition

 

The acquisition will not create any material financial impact nor will it have any effect on the share capital and substantial shareholders’ shareholdings of AirAsia in the current financial year. It is also not expected to have a material effect on the consolidated net assets of AirAsia and the consolidated earnings of AirAsia for this financial year ending 31^st December 2009. This joint venture will positively impact the Company stemming from the increased efficiency and streamline operations of the contact centre.

 

6.             Document available for inspection

 

The Agreement is available for inspection at the registered office of the Company at 25-5, Block H, Jalan PJU 1/37, Dataran Prima, 47301 Petaling Jaya, Selangor Darul Ehsan, Malaysia during normal business days from Mondays to Fridays (except public holidays) for a period of 3 months from the date of this announcement.

 

This announcement is dated 28^th April 2009.

 

 

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Announcement Info

Company Name	AIRASIA BERHAD
Stock Name	AIRASIA
Date Announced	28 Apr 2009
Category	General Announcement
Reference No	CMC-090428-D17F3