News

1.  Introduction

Pursuant to Paragraph 9.19(23) of the Main Market Listing Requirements of Bursa Malaysia Securities Berhad (“Bursa Malaysia”), the Board of Directors of APM wishes to announce that the Company’s wholly-owned subsidiary, Auto Parts Holdings Sdn. Bhd. (“APH”), had on 28 February 2013 entered into a Sale and Purchase Agreement for Shares (“SPA”) in APM-Coachair Sdn. Bhd. (“APMCA”) with Coachair Hong Kong Limited (Company No: 716319) (“Coachair Hong Kong”).

Under the SPA, APH will acquire 500,000 ordinary shares of RM1.00 each in APMCA from Coachair Hong Kong (“the Acquisition”), representing 50% shares of the total issued and paid-up capital of APMCA at a purchase consideration of RM2,157,000/- (“Purchase Price”). 

The Purchase Price of RM2,157,000.00 is subject to increase or decrease, as the case may be, provided that difference is more than RM10,000.00 which shall be determined as follows:

(a)  a stock take will be taken at the Agreement Date to obtain the value of stock physically held by the Company as at that date (Stocktake Value);

(b)  the Stocktake Value will be compared with the book value of the stock in the management accounts as at the Agreement Date; and

(c) if there is an excess or shortfall of the Stocktake Value of more than RM10,000.00, then the Purchase Price will be increased.

That upon the Acquisition, APMCA will become a 100%-owned subsidiary of APH, which in turn also a wholly-owned subsidiary of APM.  

2.            Information on APMCA

APMCA is a private limited company incorporated in Malaysia under the Companies Act 1965 and has an authorised capital of RM1,000,000/- comprising 1,000,000 ordinary shares of RM1.00 each of which 1,000,000 ordinary shares have been issued and are fully paid-up.  The principal nature of business carried on by APMCA is in the manufacturing of coach air-conditioners.

3.            Rationale of the Acquisition

The Acquisition of APMCA is for future expansion of coach air-conditioners’ business of APM Group in the ASEAN region. 

4.            Financial Effects

4.1   Share Capital and Shareholding Structure

The Acquisition will not have any effect on the Share Capital and Shareholding Structure of APM as the purchase consideration will be satisfied entirely by cash.

4.2   Earning and Net Assets

The Acquisition is expected to contribute positively to the earning per share and net asset per share of APM Group for the financial year ending 31 December 2013.

5.3  Liabilities to be assumed

There were no liabilities to be assumed arising from the Acquisition.  

5.            Approvals Required

The Acquisition is not subject to the approvals of shareholders and the relevant government authorities.

6.            Highest Percentage ratio applicable

The highest percentage ratio applicable to the Acquisition pursuant to Paragraph 10.02 of the Main Market Listing Requirements of Bursa Malaysia Securities Berhad (“Bursa Malaysia”) is 0.25%.

7.  Directors and Major Shareholders' Interests

None of the directors of APM or persons connected to them have any interests, direct or indirect in the above Acquisition.

The Board of Directors of APM is not aware of any major shareholders or persons connected to them having any interests, direct or indirect in the above Acquisition.

8.  Directors' Statement

The Board of APM, having considered all aspects of the Acquisition, is of the opinion that the Acquisition is fair and reasonable and in the best interest of APM Group.

This announcement is dated 28 February 2013.