Date: 21 November 2017

Proposed disposal of 100% equity shares in APFT Maintenance Training Sdn. Bhd. ("APFTMT") (Proposed Disposal)


Type Reply to Query
Reply to Bursa Malaysia's Query Letter - Reference ID IQL-14112017-00001
Subject Proposed disposal of 100% equity shares in APFT Maintenance Training Sdn. Bhd. ("APFTMT") (Proposed Disposal)
Description APFT BERHAD (AIM or The Company) PROPOSED DISPOSAL OF 100% EQUITY SHARES IN APFT MAINTENANCE TRAINING SDN. BHD. ("APFTMT") (PROPOSED DISPOSAL)
Query Letter Contents

We refer to your Company's announcement dated 10 November 2017 in respect of the aforesaid matter.

In this connection, kindly furnish Bursa Securities with the following additional information for public release:-

1)    To clarify as to why the disposal consideration is payable to APFTMT directly instead of the vendor of APFTMT.

2)    To clarify ?confirmation ? pricing of the Sale Shares? in the condition precedent.

3)    To incorporate information on the financial performance of APFTMT including net profits and net assets based on the latest audited financial statement and latest quarterly results.

4)    To state the basis of arriving at the disposal consideration of RM20,000.

5)    To state the basis of arriving at the negative net worth of RM594,421.26 of APFTMT.

6)    To incorporate the terms of payment of the disposal consideration of RM20,000.

7)    To state whether the Proposed Disposal is expected to result in APFT becoming a Cash Company or a PN17 Issuer.

8)     To incorporate the financial effects of the Proposed Disposal for the financial year ending 30 September 2018.

Please furnish Bursa Securities with your reply within one (1) market day from the date hereof.

 

Yours faithfully,

 

SUZALINA HARUN
Senior Vice President, Issuers
Listing, Regulation

/WCY

c.c.: Market Surveillance Dept, Securities Commission Malaysia (via fax).

(The terms used herein, unless the context otherwise stated, bear the same meaning as those defined in the Company's announcement made on 10 November 2017 in relation to the Proposed Disposal.)

 

Reference is made to the Company's announcement made on 10 November 2017.

 

The Board of Directors of APFT Berhad ("APFT" or "the Company") wishes to provide the following additional information:

 

1.            To clarify as to why the disposal consideration is payable to APFTMT directly instead of the

vendor of APFTMT.

 

There was a typo error in the Company's announcement made on 10 November 2017.  The Disposal Consideration was paid to Asia Pacific Flight Training Sdn Bhd instead of AFPTMT.

 

2.            To clarify "confirmation ... pricing of the Sale Shares" in the condition precedent.

 

The Board Chairman, Dato' Faruk with the support from the board deliberated the on the disposal of the subsidiary. The Board concluded that since the Company was generating losses and the perspective buyer's willingness to absorb all the liabilities and therefore the principle of willing buyer willing seller was applied.

 

3.            To incorporate information on the financial performance of APFTMT including net profits and net assets based on the latest audited financial statement and latest quarterly results.

 

                Based on latest audited financial statement of APFTMT for the financial year ended 31 July 2016, APFTMT recorded a net loss of (RM1,067,671) and net assets of RM970,639 respectively

 

Based on the Company's latest quarterly result for the quarter ended 31 July 2017 which announced to Bursa Malaysia Securities Berhad on the 29 September 2017, the net loss is RM328,688 and the net liabilities of RM594,421 respectively.

 

4.            To state the basis of arriving at the disposal consideration of RM20,000.

 

                The APFTMT was a loss-making subsidiary for the last 3 years and as such it was not contributing to the Group.

 

5.            To state the basis of arriving at the negative net worth of RM594,421.26 of APFTMT.

 

                The Net Worth was calculated using Unaudited 31 July 2017 Quarterly results and it was derived using the following formula

 

a.            Shareholders Equity       =             Share Capital + Retained Earnings

=             RM3, 000,000 - RM3, 594,421

=             (RM594, 421.26))

 

6.            To incorporate the terms of payment of the disposal consideration of RM20,000.

               

                The payment of the disposal consideration of RM20,000 was paid to Asia Pacific Flight Training Sdn. Bhd. by Bankers Cheque.

 

7.            To state whether the Proposed Disposal is expected to result in APFT becoming a Cash

Company or a PN17 Issuer.

 

                The Board was of the opinion that proposed disposal would not affect APFT becoming neither a Cash company or PN17 Issuer.

 

8.            To incorporate the financial effects of the Proposed Disposal for the financial year ending 30 September 2018.

 

                As at 30 September 2017, the said subsidiary did not have any contracts as such with them defaulting on the existing contracts. The Board expected that there will not be any new contracts as this subsidiary has lost its reputation in performing its contractual obligations. Therefore, the Board believes there would not be any financial affect during the next financial year ending 30 September 2018.

 

9.            To clarify as to why the estimated timeframe for completion stated by 15 October 2017 which the announcement was made on 10 November 2017

               

                This was due to the miscommunication between APFT Behad and the Company Secretary.

 

This announcement is dated 21 November 2017.




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