by weechookeong
The “Happy Family” of the MAS-AirAsia share swap. They were so happy after the signing of the MAS-AirAsia share swap.
In the Part 1 of this article, it was clear that Khazanah, CIMB, MAS and AirAsia are fuilly aware of the provisions of the Competition Act 2010. MAS and AirAsia have sought the advice of the consultant, Bain & Co, on anti-trust laws/Competition Act 2011. Dr Wafi, the anti-trust law expert and the then Head of Legal Department of MAS, had also advised MAS about it. CIMB investment/Dato’ Seri Nazir Razak has also made a statement that the MAS-AirAsia share swap would only commence once an anti-trust analysis has been completed in compliance with all applicable anti-trust laws. Please read Part 1.
The background of what had happened before and after the MAS-AirAsia share swap.
Left: Tan Sri Azman Mokhtar and his most trusted man in BinaFikir Sdn Bhd and Khazanah, En Mohamed Rashdan Yusuf aka Danny
January 2002 MAS appointed BinaFikir Sdn Bhd to restructure MAS with its famous“Widespread Assets Un-Bundling” (WAU). The founders of BinaFikir Sdn Bhd wereTan Sri Azman Mokhtar and En Mohamad Rahsdan Yusof aka Danny.
26-3-2006 The Badawi’s Adminsitration had announced that under its AIr Rationalisation Programe where MAS retained 19 of its domestic routes and gave up96 routes to AirAsia on 1-6-2006.
As part of the rationalization, MAS was forced to cancel its ‘Supersavers’ scheme a pricing arrangement using discounted fares during low periods from 20-Mar-06 inHERE.
1-5-2009 Tun Abdullah Badawi was appointed advisor to MAS.
12-11-2010 Firefly announced that it will start its jet operation on 15-1- 2011 to Kota Kinabalu and Kuching, which it did. The Sabahans, Sarawakians and other toruists were happy with the services and fares. AirAsia faced stiff competition from Firefly. This was the subject matter of the fine of RM10 million imposed by MyCC agaisnt MAS and AirAsia.
- Kuala Lumpur-Kuching;
- Kuala Lumpur-Kota Kinabalu
- Kuala Lumpur-Sandakan; and
- Kuala Lumpur-Sibu
From June 2011 until after the MAS–AirAsia share swap MAS and AirAsia shares in Bursa KL were unusually active.
June 2011 AirAsia placed a record order for 200 A320 neos worth RM18 billion with an option to purchase another 100. Tony Fernandes has been quoted to have said “the purchase was funded by cash flow and debt as staggered delivery begin in 2016”.
21-7-2011 Tan Sri Munir Majid resigned as Chairman of MAS.
29-7-2011 Tan Sri Md Nor Yusuf appointed as Chairman of MAS. This was what he said after his appointment: “I am happy to be back at Malaysia Airlines, this time as its chairman. There are tremendous challenges facing the company which must be addressed swiftly.” The words in bold red were the key words. Please read HERE.
Tan Sri Md Nor is an old hand and well-versed with the workings of MAS, having served as its managing director from 2001 to 2004. He is best known for leading the “widespread asset unbundling” (WAU) restructuring of MAS in 2002, which involved the de-coupling of the airline’s massive debts and transferring of MAS aircraft toPenerbangan Malaysia Bhd (PMB). Please read HERE.
By the way, Tan Sri Md Nor Yusof was the MD of MAS that appointed Binafikir Sdn Bhd in 2002 when BinaFikir Sdn Bdh was just set up by En Azman Mokhtar (as he then was) and En Mohamed Rashdan Yusuf aka Danny. It was also during this period that 70% of MAS Catering Sdn Bhd was sold to a company owned by Datuk Haji Ibrahim bin Ahmad Badawi, who is the brother of Tun Abdullah Ahmad Badawi. After a few months of the disposal of the said 70% share, MAS Catering Sdn Bhd name was changed to LSG Skychef Brahim’s Sdn Bhd.
From 29-7-2011 until 6-8-2011, there was no public discussion about the possible share swap between MAS and AirAsia. At that material time, even MAS Board was not aware of the impending MAS-AirAsia share swap.
August 2011 Firefly contributed 21% of tourist arrival in Sabah, in HERE
3-8-2011 The Star “The choice of Tan Sri Md Nor Md Yusof as chairman of Malaysia Airlines (MAS) signals the airline’s major shareholder Khazanah Nasional Bhd’s intention to get relatively more involved in steering the business direction of the national carrier, which has seen its financial status weakened considerably, said an industry source inHERE.
5-8-2011 at 5 pm the trading of MAS shares was suspended pending announcement. No one knew about the details of the pending announcement.
6-8-2011 the news portal Malaysian Insider wrote a story about the share swap with clinical accuracy to the extend of the MAS Airasia share swap will be announced by none other than the Khazanah MD, Tan Sri Azman Mokhtar, the proportion of the share swap and other details of the notorious share swap including the departure of Tengku Azmil, the then CEO of MAS.
8-8-2011 Tan Sri Azman Mokhtar, the MD of Khazanah and the business partner of En Mohamad Rashdan Yusof aka Danny in BinaFikir Sdn Bhd, held a press conference at the signing ceremony of the MAS AirAsia Share Swap. This was the beginning of Mohamed Rashdan Yusof, Tan Sri Tony Fernandes and the AirAsia’s consultant,PlaneConsult, were running “amok” in MAS and the strategic placement of AirAsia key personnel to the key posts in MAS.
8-8-2011 This was what Tan Sri Md Nor Md Yusof said on the “D” Day for MAS:
“The signing of the Collaboration Agreement heralds an exciting new era of cooperation whereby the airlines involved will stand to gain significantly by tapping the benefits of working together. We believe that the joint collaboration will help MAS focus on our strengths in our core markets and worktowards deriving higher loads and more efficient resource utilization. We will also be able to offer services in engineering and other areas to both AirAsia and AirAsia X. Firefly’s resources would be refocused to launch a new regional full service airline operation.”
9-8-2011 A joint Collaboration Committee (JCC) was formed to implement the Comprehensive Collaborative Framework (CCF).
Tan Sri Mohamed Azman Yahya, who is also a director inSCOMI & Symphony House Bhd
Chairman: Tan Sri Mohamed Azman Yahya of SCOMI fame
Members: En Mohamed Rashdan Yusof, Tan Sri Tony Fernandes and Datuk Kamarudin Meranun. Please read HERE.
9-8-2011 YM Tengku Azmil Zahruddin Raja Abdul Aziz suddenly resigned as CEO of MAS. Rumour has it that he was not aware of the MAS-AirAsia share swap deal until it was announced on 8-8-2011. Tan Sri Azman Mokhtar is believed to have a brilliant record of “transparency and good governance” otherwise Tun Ahmad Abdullah Badawai would not have appointed him to be the MD of Khazanah at the time when he was just a founder of the then very tiny consulting firm known as BinaFikir Sdn Bhd, which Maybank bought for RM8 million in 2008.
9-8-2011 MAS announced the appointment of Tan Sri Wan Azmi Wan Hamzah of E & O, Tan Sri Tan Boon Seng @ Krishnan of IJM, Datuk Rohana Rozhan ofASTRO and David Lau Nai Pek of AXIATA as independent non-executive directors MAS. However, Tan Sri Azman Yahya of SCOMI fame was the remaining director of the previous Board of MAS.
In the same announcement, Datuk N. Sadasivan N.N. Pillay, Keong Choon Keat, Datuk Seri Panglima Mohd Annuar Zaini, Datuk Amar Mohamad Morshidi Abdul Ghani, Datuk Sukarti Wakiman and Martin Gilbert Barrow resigned as independent non-executive directors of the company effective 7 & 8 August 2011.
En Mohamed Rashdan Yusuf aka Danny was appointed the Executive Director of MAS. He was, of course, seconded from Khazanah.
9-8-2011 Datuk Seri Nazir Razak said that the swap price used was the closing prices for the shares on August 5 which gives a swap ratio of 2.05.
En Mohamed Rashdan Yusof aka Danny and Tan Sri Azman Yahya of SCOMI fame appointed on both boards of MAS and AirAsia HERE.
10-8-2011 Tan Sri Tony Fernandes told the Age Traveler that “There is no need for MAS and AirAsia to cut routes (following the tie-up). This is not about rationalisation. This is about growing the market… There is plenty of market for these two airlines.” The arrangement, first reported by Malaysian media at the weekend but only confirmed Tuesday, marks a coup for the brash Fernandes, who has often been at odds with the national carrier over air fares and access to lucrative routes. Please read HERE & HERE.
10-8-2011 Tun Abdullah Ahmad Badawi, the current Advisor of MAS, was appointed as the Chairman of the Advisory Panel for the share swap, which is supposed to ensure that “all parties involved in the CCF, would operate in the interests of the public and reflects the aspirations of all consumers”, in HERE.
11-8-2011 The Special Executive Committee met for the first time. Tan Sri Md Nor Yusuf chaired this first meeting.
The members were:
- En Mohamad Rashdan Yusof aka Danny, nominee of Khazanah who is also the former business partner of Tan Sri Azman Mokhtar in BinaFikir Sdn Bhd. In 2003 BinaFikir was appointed by Tan Sri Md Nor Yusof to restructure MAS. BinaFikir came out with the intelligent restructuring exercise known as “Widespread Asset Un-Bundling”(WAU). It was after WAU that MAS sold 70% of MAS Catering Sdn Bhd to a company owned by Datuk Ibrahim bin Badawi, the brother of the former PM Tun Ahmad Badawi, who is now the advisor of MAS.
- Tan Sri Mohamed Azman Yahya of SCOMI fame, he is also a director of AirAsia, Symphony House Bhd and the former Chairman of Danaharta.
- Tan Sri Tony Fernandes of AirAsia
- Datuk Kamarudin Meranun of AirAsia
No one seemed to know what decisions they have made during first meeting. Did they decide to sponsor QPR? If they did, there might a case of conflict of interest.
17-8-2011 Tan Sri Mokhtar, En Mohamad Rashdan Yusof aka Danny, few other officers from Khazanah met several bloggers and yours truly at the Hilton Hotel until 2 am. The bloggers strongly objected to the share swap. Tan Sri Azman Mokhtar told us that “There will be no grand stand for Tony and that the option to purchase 10% share of AirAsia X is a DODGY DEAL.”
FAX also known as Fly Asian Express Sdn Bhd (FAX) in 2006 to September 2007. After the failed RAS in 2007, it retained the AOC and changes its name to AirAsia X Sdn Bhd. In July 2013, it was changed to AirAsia Bhd. FAX was given RM250 million subsidy for the RAS. FAX got double of what MAS used to get for RAS.
Tan Sri Azman Mokhtar was asked about the government subsidies of RM250 millionthat was paid for the Rural Air Services (RAS), which was taken over by Fly Asian Express Sdn Bhd (FAX) now known as AirAsia X Bhd.
Tan Sri Tony Fernandes with QPR logo at the background.
Datuk Kamarudin Meranun proudly showing his MAS credential.
18-8-2011 Tan Sri Tony Fernandes and Datuk Kamarudin Meranun both from AirAsia have bought over Mr Bernie Ecclestone’s 66% share in Queen Park Rangers (QPR). Both of them became the largest owners of QPR.
25-8-2011 MAS sent out email to its agents to informed that Firefly will ceased operation of its jet services to Kota Kinabalu and Kuching on 15-9-2011 but En Mohamed Rashdan Yusof, the then executive director of MAS, did not have the courtesy inform the passengers who have paid for their flights after the 15-9-2011. This was the attitude of En Mohamed Rashdan Yusof, the nominee of Khazanah and the former business partner of Tan Sri Azman Mokhtar. Please read in HERE.
12-9-2011 AirAsia announced to Bursa KL that it has entered into an agreement to sponsor QPR for 2 years commencing on 30 -9-2011. AirAsia pay a total sum of£500,000 (equivalent to RM2.4 million) for 2 years.
Extreme left is En Mohammed Rashdan Yusof. Just look at this picture, dominated by AirAsia girls. MAS has nothing to show in the press conference. This was how En Mohhamed Rashdan Yusof was looking after the interest of MAS!
12-9-2011 En Mohamad Rashdan Yusof, the then Executive Director of MAS, also announced that MAS will sponsor QPR for 2 years costing. MAS will pay QPR RM18 million (equivalent to £3.7mil) in HERE & HERE.
The MAS QPR’s home jersey with MAS logo on it. QPR FC which Tan Sri Tony Ferandes & Datuk Kamarudin Meranun have a stake in.
Although MAS was paying more than AirAsia by £3.2 million, MAS was only entitled to advertise its logo on QPR “home jersey” whereas AirAsia received:
the rights to be the official “Away Shirt” sponsor of QPR;
the designation of “Official Partner of QPR” for advertising and promotional purposes;
the license to use QPR Intellectual Property for advertising and promotional purposes;
LED, static board and interview backdrop signage at the QPR Loftus Road Stadium;
the rights to advertise at the QPR Loftus Road Stadium on Match Days;
advertising in QPR Official Match Programme and other QPR publications;
Home and Away game Tickets and Hospitality benefits; and
Access Rights, including to QPR Loftus Road stadium and training ground for promotional; and
purposes, squad photo shoot sessions and signed QPR merchandise.
Please read HERE.
17-9-2011 Firefly discontinued its services to Sabah and Sarawak without prior notice. Please listen to what the passengers have said during the TV3 interview.
19 -9-2011 En Ahmad Jauhari Yahya aka AJ was appointed CEO of MAS. Prior to this date all the above decisions were not AJ’s responsibility. It was after this onward that AJ had to be responsible for all decisions taken in MAS.
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