Type	Announcement
Subject	AIRASIA BERHAD ("AIRASIA" OR "COMPANY") Information Technology Shared Services Agreement with Tune Money Sdn Bhd
Contents	PLEASE REFER TO THE ANNOUNCEMENT DETAILS BELOW.

 

1. Introduction

AirAsia is pleased to announce that it has today entered into an Information Technology Shared Services Agreement with Tune Money Sdn Bhd (“TMSB”) (the “Agreement”).  The purpose of the Agreement is to maximise and optimise the use of the resources, expertise and facilities of AirAsia’s Information Technology Department and as an additional source of recurring income to AirAsia. 

2. Details of  TMSB

TMSB was incorporated on 30th December, 2005 and is principally engaged in business as providers, advisers and consultants on financial services and other related services.

TMSB is 44.83% owned by Tune Ventures Sdn Bhd in which both Dato’ Sri Anthony Francis Fernandes and Dato’ Kamarudin Bin Meranun are substantial shareholders.

3. Salient terms of the Agreement

Under the terms of the Agreement, the Company has agreed to provide TMSB a range of information technology services (“Services”) on sharing basis including but not limited to resources, expertise and facilities in exchange for a payment of a Fee. 

The relevant Fee is based on 25% of the total monthly payroll costs of AirAsia’s Information Technology department and the cost of any shared facilities provided by AirAsia to TMSB by virtue of the Agreement.   It is estimated that the Fee payable by TMSB to the Company will be RM100,000 per month. 

The payment of the Fee shall be on a monthly basis. 

4. Rationale for entering into the Agreement

The rationale for entering into the Agreement is as follows: 
 
(a) To maximise and optimise the use of the resources, expertise and facilities of AirAsia’s Information Technology Department on sharing basis;

(b) TMSB has made several proposals / initiatives whereby AirAsia will be a major beneficiary e.g. Debit Cards; and

(c) AirAsia has the capacity to offer the services under the Agreement to TMSB. This will be an additional source of recurring income to AirAsia.

5. Financial Risks

The downside financial risks associated with the provision of Services under the Agreement are expected to be very limited because the Company will not be investing in any specialised or expensive equipment. There will only be a marginal increase in the manpower required to perform the Agreement. In the event the Agreement is terminated for whatever reason and at any point in time, these additional resources can be readily absorbed by the Company’s ever expanding operations.

Only under restricted circumstances of non-compliance by AirAsia that AirAsia will be made liable to a maximum sum of the preceding 12 months’ total payroll costs payable by TMSB as required by Bank Negara Malaysia.

6. Directors’ and major shareholders’ interests

Dato’ Sri Anthony Francis Fernandes and Dato’ Kamarudin bin Meranun are directors and major shareholders of the Company. Hence, they are deemed interested in the Agreement. They have abstained from all Board and management deliberations in respect of the Agreement and provision of the services.

The interested directors’ and interested major shareholders’ direct and indirect shareholdings in AirAsia as at 16th March, 2009 are as set out in the table below.

 

	Direct		Indirect
	No. of Shares	%	No. of Shares	%
Dato’ Sri Anthony Francis Fernandes	2,627,010	0.11	729,458,382	30.72
Dato’ Kamarudin bin Meranun	1,692,900	0.07	729,458,382	30.72

Note:

* deemed interested by virtue of Section 6A of the Companies Act, 1965 through a shareholding of more than 15% in Tune Air Sdn Bhd

Save as disclosed no other directors and/or major shareholders of AirAsia and/or persons connected with them have any interest, whether directly or indirectly, in the Agreement.

7. Directors’ opinion

Save for the above interested directors (who had abstained from all deliberations), the Board having considered all the relevant factors in respect of the Agreement is of the opinion that entering into the Agreement is in the best interest of the Company.

8. Financial effect of the Agreement

This Agreement 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 31st December 2009.

9. Approval required

AirAsia does not require the approval of its shareholders or any authorities to enter into the Agreement.

10. 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 16^th March, 2009.

 

 

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Announcement Info

Company Name	AIRASIA BERHAD
Stock Name	AIRASIA
Date Announced	16 Mar 2009
Category	General Announcement
Reference No	CM-090316-61653