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楼主: icy97

【EPICON 4847 交流专区】(前名 KTB)

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 楼主| 发表于 29-10-2016 02:33 AM | 显示全部楼层
Type
Reply to Query
Reply to Bursa Malaysia's Query Letter - Reference ID
IQL-25102016-00001
Subject
Proposed Disposal of Property by Jelebu Holdings Sdn Bhd
Description
Konsortium Transnasional Berhad ("KTB" or "Company") - Proposed Disposal of Property by Jelebu Holdings Sdn Bhd (Company No.: 34730-A)
Query Letter Contents
We refer to your Company’s announcement dated 21 October 2016 in respect of the aforesaid matter.
In this connection, kindly furnish Bursa Securities with the following additional information for public release:-
1) The salient features of the Sale and Purchase Agreement.
2) Details of the working capital which the proceed will be utilized for, and the breakdown thereof.
With reference to the Company's announcement dated 21 October 2016 and the query letter from Bursa Malaysia Berhad dated 25 October 2016, the Board of Directors of KTB is pleased to provide the following additional information for public release:-

1. The Salient Features of the Sale and Purchase Agreement

Under the terms and conditions of the Sale and Purchase Agreement dated 21 October 2016 ("SPA"), Jelebu Holdings Sdn Bhd ("JH") will dispose of the property which is a two contigous plots of industrial land with a double-storey office building and an open sided workshop with a postal address of P.T. No. 3988 & P.T, No. 3989, Jalan Haruan 1/13, Oakland Industrial Park, 70300 Seremban, Negeri Sembilan measuring approximately 7,149 square metres held under H.S.D. 67261 and H.S.D. 67262, P.T. No. 3988 and P.T. No. 3989, Mukim of Rasah, District of Seremban, Negeri Sembilan ("Property") to MHSB Development Sdn Bhd ("Purchaser") for a total cash consideration of RM3,750,000.00) only ("Disposal").

The total cash consideration of RM3,750,000.00 under the SPA shall be paid in the following manner:-
(a) a 10% deposit of RM375,000.00 upon execution of the SPA; and
(b) the balance amounting to RM3,375,000.00 within 3 months from the date of the SPA ("Completion Date"), failing which JH shall automatically grant to the Purchaser an extension of one month to pay the balance sum. In consideration of such extension, the Purchassr shall pay to JH interest at the rate of 8.0% per annum on the balance sum calculated daily from the expiry of the last day of the Completion Date.

The SPA is conditional upon JH obtaining its Board of Directors' approval for the disposal of the Property to the Purchaser and the vacant possession of the Property shall be delivered by JH to the Purchaser within 5 working days upon receipt of the balance purchase price and the late interest charge (if any).

At any time upon execution of the SPA, the Purchaser shall be entitled to present and register a private caveat against the Property for the purpose of protecting the Purchaser's interest in the Property and prohibiting any dealing by JH in the Property pending the completion of the SPA.

In the event of any breach by JH of any provision of the SPA and/or in the event that JH shall fail, refuse and/or neglect to complete the sale for any reason whatsoever, the Purchaser shall be entitled to the remedy of specific performance of the terms of the SPA or alternatively to give a written notice to JH to terminate the SPA, whereupon JH shall within 14 days from the receipt of the said notice of termination, refund to the Purchaser all sum of monies paid by the Purchaser and in addition thereto, JH shall further pay to the Purchaser a sum of money equivalent to the deposit payment under the SPA as agreed liquidated damages.

In the event the Purchaser shall fail to pay the balance of purchase price within the time stipulated under the SPA, JH shall be at liberty to terminate the SPA by notice in writing to the Purchaser whereupon the deposit paid by the Purchaser to JH shall be forfeited absolutely to JH as agreed liquidated damages but all other payment made by the Purchaser (if any) towards the purchase price shall be refunded to the Purchaser within 14 days of the date of such termination.

2. Details of the working capital which the proceed will be utilized

The purchase price under the SPA which is RM3,750,000.00 will be utilized for working capital purposes and the details and breakdown for the said utilization will be as follows:-
a. payment for purchase of diesel - RM1,800,000.00;
b. payment for repair and maintenance of buses - RM300,000.00;
c. payment for purchase of tyres and maintenance - RM300,000.00;
d. payment for toll charges - RM600,000.00; and
e. payment for buses' leasing monthly installments - RM750,000.00.
3. Highest percentage ratio

The Board of Directors also hereby clarify that the highest percentage ratio pursuant to paragraph 10.02(g) of the Listing Requirements is 2.87% and not 2.83% as per the Company's earlier announcement dated 21 October 2016.

This announcement is dated 26 October 2016.

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 楼主| 发表于 3-12-2016 06:26 AM | 显示全部楼层
SUMMARY OF KEY FINANCIAL INFORMATION
30 Sep 2016
INDIVIDUAL PERIOD
CUMULATIVE PERIOD
CURRENT YEAR QUARTER
PRECEDING YEAR
CORRESPONDING
QUARTER
CURRENT YEAR TO DATE
PRECEDING YEAR
CORRESPONDING
PERIOD
30 Sep 2016
30 Sep 2015
30 Sep 2016
30 Sep 2015
$$'000
$$'000
$$'000
$$'000
1Revenue
42,843
46,621
129,831
129,686
2Profit/(loss) before tax
-2,027
640
-5,163
1,845
3Profit/(loss) for the period
-2,110
633
-5,384
1,793
4Profit/(loss) attributable to ordinary equity holders of the parent
-2,110
633
-5,384
1,793
5Basic earnings/(loss) per share (Subunit)
-0.52
0.16
-1.34
0.45
6Proposed/Declared dividend per share (Subunit)
0.00
0.00
0.00
0.00


AS AT END OF CURRENT QUARTER
AS AT PRECEDING FINANCIAL YEAR END
7
Net assets per share attributable to ordinary equity holders of the parent ($$)
0.3100
0.3200

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 楼主| 发表于 6-3-2017 02:58 AM | 显示全部楼层
SUMMARY OF KEY FINANCIAL INFORMATION
31 Dec 2016
INDIVIDUAL PERIOD
CUMULATIVE PERIOD
CURRENT YEAR QUARTER
PRECEDING YEAR
CORRESPONDING
QUARTER
CURRENT YEAR TO DATE
PRECEDING YEAR
CORRESPONDING
PERIOD
31 Dec 2016
31 Dec 2015
31 Dec 2016
31 Dec 2015
$$'000
$$'000
$$'000
$$'000
1Revenue
42,397
49,826
172,228
179,512
2Profit/(loss) before tax
-9,947
-5,084
1,505
5,291
3Profit/(loss) for the period
-17,744
-560
-23,128
1,233
4Profit/(loss) attributable to ordinary equity holders of the parent
-17,744
-560
-23,128
1,233
5Basic earnings/(loss) per share (Subunit)
-4.41
-0.14
-5.74
0.31
6Proposed/Declared dividend per share (Subunit)
0.00
0.00
0.00
0.00


AS AT END OF CURRENT QUARTER
AS AT PRECEDING FINANCIAL YEAR END
7
Net assets per share attributable to ordinary equity holders of the parent ($$)
0.2700
0.3200

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 楼主| 发表于 30-5-2017 04:51 AM | 显示全部楼层
Type
Announcement
Subject
AUDIT REPORT - MODIFIED OPINION / MATERIAL UNCERTAINTY RELATED TO GOING CONCERN
MATERIAL UNCERTAINTY RELATED TO GOING CONCERN
Description
EMPHASIS OF A MATTER RELATED TO GOING CONCERN BY THE EXTERNAL AUDITORS ON THE FINANCIAL STATEMENTS FOR THE FINANCIAL YEAR ENDED 31 DECEMBER 2016
Pursuant to paragraph 9.19(37) of Bursa Malaysia Securities Berhad Main Market Listing Requirements, the Board of Directors of Konsortium Transnasional Berhad ("the Company") wishes to announce that the Company's independent auditors, Messrs. Jamal, Amin & Partners ("Independent Auditors") has included an emphasis of a matter to draw attention to the material uncertainty related to going concern in its independent auditors' report dated 27 March 2017 ("Independent Auditors' Report") for the financial statements of the Group for the financial year ended 31 December 2016 ("Financial Statements").

1. Material uncertainty disclosed in the Independent Auditors' Report
The material uncertainty disclosed are as follows:
"We draw`attention to Note 2.1 to the Financial Statements which indicates that for the year ended 31 December 2016, the Company incurred loss before tax of RM1,802,000 and as at that date, the Group's and Company current liabilities exceeded its current assets by RM131,249,000 and RM32,115,000 respectively. These conditions indicate the existance of a material uncertainty which may cast significant doubt about the ability of the Group and Company to continue as going concerns.
The ability of the Group and the Company to continue as going concerns are dependent upon the Group obtaining the support from the Group's ultimate and penultimate holding companies, obtaining support funds from the relevant state governments and the Land Public Transport Commission (SPAD) to be disbursed to the private stage bus operators including the Group, the ability of the Group and the Company to generate adequate positive cash flows and future profits from its ongoing reorganisation of its operations, raising additional cash flows from the sale of lands and obtaining the continuing support of creditors and lenders.
The Financial Statements of the Group and the Company do not include any adjustments relating to the amounts and classification of assets and liabilities that might be necessary should the going concern basis of preparation of the Group's and the Company's financial statements be inappropriate."

2. Key Audit Matters
The following are the Key Audit Matters as reported in the Independent Auditors' Report:
No.Key Audit MattersHow our audit addressed the Key Audit Matters
1.
Valuation and impairment of property, plant and equipment (refer to note 12 in the Financial Statements)
The Group have buses and motor vehicles with aggregrate carrying values of RM247,601,000 as at 31 December 2016. Following a review of the business, outlook for the industry and the Group's operating plans, management has assessed these carrying values.
Management concluded that the recoverable amounts were higher than their carrying values such that no impairment provision was required. These conclusions are dependent upon significant management judgement, incuding in respect of the computation of the buses' values in use.
Our procedures in relation to management's impairment assessment of buses included:
- checking on a sample basis, the accuracy and relevance of the input data used by management to estimate values in use;
- assessing management's key assumptions used to estimate values in use based on our knowledge of the public transportation industry; and
- considering the potential impact of reasonably possible downside changes in these key assumptions.
2
Goodwill impairment assessment - Park May Berhad Group (refer to note 16 in the Financial Statements)
The Group has a goodwill of RM86,592,000 relating to its acquisition of Park May Berhad Group ("PMBG") in 2000. PMBG incurred a net profit of RM5,043,091 during the financial year ended 31 December 2016.
Management has concluded that there is no impairment in respect of the PMBG goodwill. This conclusion was based on a value in use model that required significant management judgement with respect to the discount rate and underlying cash flows, in particular future revenue growth.
Our procedures in relation to management's impairment assessment of buses included:
- assessin the valuation methodology;
- challenging the reasonableness of key assumptions based on our knowledge of the business of the industry; and
- reconciling input data to supporting evidence such as approved budgets and considering the reasonableness of these budgets.

In relation to the above, the Board wishes to advise on the followings:
a. That the Indendent Auditors have expressed an unqualified opinion on the Financial Statements for the year ended 31 December 2016 and that their opinion is not modified in respect of the Financial Statements on that matter.
b. The Group has already started the process of addressing the net current liabilities by:
i. the Group had on 15 May 2017 reached an agreement with creditor to reschedule a RM54.578 million of current trade payable into non-current payable;
ii. Included in the current liabilities are amount due to related companies amounted to RM60.04 million. The Group's ultimate and penultimate holding companies has no intention to demand any repayment in financial year 2017; and
iii. Out of the RM32.115 million net current liabilities of the Company, RM31.743 represent net amount of amount due to/due from related companies. In addition, the Company's ultimate and penultimate holding companies maintaining their commitment to continue their support for the operation of the Company.
c. The Group has 2 separates agreements with SPAD to provide bus services under MYBUS and ISBSF programs. The revenue and financial supports, respectively, from both programs are significant and enable the Group to continue servicing its current financial commitments.
d. That the Company will continue to focus on cost optimisation and stringent cash flow management and maintaining safety and quality services to remain competitive.

This announcement is dated 25 May 2017.

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 楼主| 发表于 13-6-2017 02:19 AM | 显示全部楼层
SUMMARY OF KEY FINANCIAL INFORMATION
31 Mar 2017
INDIVIDUAL PERIOD
CUMULATIVE PERIOD
CURRENT YEAR QUARTER
PRECEDING YEAR
CORRESPONDING
QUARTER
CURRENT YEAR TO DATE
PRECEDING YEAR
CORRESPONDING
PERIOD
31 Mar 2017
31 Mar 2016
31 Mar 2017
31 Mar 2016
$$'000
$$'000
$$'000
$$'000
1Revenue
43,255
43,741
43,255
43,741
2Profit/(loss) before tax
-9,203
-447
-9,203
-447
3Profit/(loss) for the period
-9,292
-539
-9,292
-539
4Profit/(loss) attributable to ordinary equity holders of the parent
-9,292
-539
-9,292
-539
5Basic earnings/(loss) per share (Subunit)
-2.31
-0.13
-2.31
-0.13
6Proposed/Declared dividend per share (Subunit)
0.00
0.00
0.00
0.00


AS AT END OF CURRENT QUARTER
AS AT PRECEDING FINANCIAL YEAR END
7
Net assets per share attributable to ordinary equity holders of the parent ($$)
0.2400
0.2700

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 楼主| 发表于 29-8-2017 12:29 AM | 显示全部楼层
SUMMARY OF KEY FINANCIAL INFORMATION
30 Jun 2017
INDIVIDUAL PERIOD
CUMULATIVE PERIOD
CURRENT YEAR QUARTER
PRECEDING YEAR
CORRESPONDING
QUARTER
CURRENT YEAR TO DATE
PRECEDING YEAR
CORRESPONDING
PERIOD
30 Jun 2017
30 Jun 2016
30 Jun 2017
30 Jun 2016
$$'000
$$'000
$$'000
$$'000
1Revenue
44,801
43,247
88,056
86,988
2Profit/(loss) before tax
1,680
-2,689
-7,523
-3,136
3Profit/(loss) for the period
1,708
-2,735
-7,584
-3,274
4Profit/(loss) attributable to ordinary equity holders of the parent
1,708
-2,735
-7,584
-3,274
5Basic earnings/(loss) per share (Subunit)
0.42
-0.68
-1.88
-0.81
6Proposed/Declared dividend per share (Subunit)
0.00
0.00
0.00
0.00


AS AT END OF CURRENT QUARTER
AS AT PRECEDING FINANCIAL YEAR END
7
Net assets per share attributable to ordinary equity holders of the parent ($$)
0.2500
0.2700

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 楼主| 发表于 7-12-2017 02:57 AM | 显示全部楼层
SUMMARY OF KEY FINANCIAL INFORMATION
30 Sep 2017
INDIVIDUAL PERIOD
CUMULATIVE PERIOD
CURRENT YEAR QUARTER
PRECEDING YEAR
CORRESPONDING
QUARTER
CURRENT YEAR TO DATE
PRECEDING YEAR
CORRESPONDING
PERIOD
30 Sep 2017
30 Sep 2016
30 Sep 2017
30 Sep 2016
$$'000
$$'000
$$'000
$$'000
1Revenue
43,756
42,843
131,812
129,831
2Profit/(loss) before tax
-2,273
-2,027
-9,796
-5,163
3Profit/(loss) for the period
-2,273
-2,110
-9,857
-5,384
4Profit/(loss) attributable to ordinary equity holders of the parent
-2,273
-2,110
-9,857
-5,384
5Basic earnings/(loss) per share (Subunit)
-0.56
-0.52
-2.45
-1.34
6Proposed/Declared dividend per share (Subunit)
0.00
0.00
0.00
0.00


AS AT END OF CURRENT QUARTER
AS AT PRECEDING FINANCIAL YEAR END
7
Net assets per share attributable to ordinary equity holders of the parent ($$)
0.2400
0.2700

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 楼主| 发表于 20-12-2017 06:33 AM | 显示全部楼层
Type
Announcement
Subject
TRANSACTIONS (CHAPTER 10 OF LISTING REQUIREMENTS)
RELATED PARTY TRANSACTIONS
Description
Konsortium Transnasional Berhad ("KTB" or the "Company") - acquisition of equity interest in Trans-Express Courier Sdn Bhd by KTB
INTRODUCTION
The Board of Directors of the Company wishes to announce that the Company had on 18 December 2017 entered into a Sale of Shares Agreement ("SSA") with Nadicorp Holdings Sdn Bhd (hereinafter referred to as "Nadicorp") for the acuisition of 100,000 ordinary shares of RM1.00 each ("Sale Shares"), representing 100% equity interests in Trans-Express Courier Sdn Bhd (hereinafter referred to as "TEC") for a total cash consideration of Ringgit Malaysia One (RM1.00) only (hereinafter referrred to as "the Acquisition").

The Acuisition will result in TEC to be a subsidiary of the Company.

DETAILS ON THE ACQUISITION
Pursuant to the SSA, the Sale Shares in TEC are acquired free from all liens, charges, options and encumbrances and with all rights attached to them from Nadicorp for a total cash consideration of Ringgit Malaysia One (RM1.00) only.The transfer of the Sale Shares is not subject to the approval from the shareholders of the Company.

The total cash cash consideration for the Acquisition was arrived on a willing buyer willing seller basis after taking into consideration the valuation by an independent corporate advisory consultant.The estimated fair value of the total equity of TEC is Ringgit Malaysia One (RM1.00) as appraised by Messrs. Ferrier Hodgfon MH Corporate Avisory Sdn Bhd, an independent corporate advisory consultant on 27 July 2017.The break-up value method was applied by the said consultant for the valuation of the Sale Shares.

The Acquisition is expected to be completed within fourteen (14) days from the date of the SSA.

SALIENT FEATURES OF THE SSA
Under the SSA, in consideration of the purchase consideration of Ringgit Malaysia One (RM1.00) only which shall be satisfied by cash, Nadicorp sell and KTB purchase the Sale Shares free from all encumbrances and with all rights, benefits and advantages now or thereafter attaching as from the completion date and upon the terms and conditions therein contained.

The SSA is conditional upon the approvals of the board of directors of KTB and Nadicorp.  The completion date of the SSA is 3 days after the date of the last condition precedent is satisfied and that the condition precedents shall be satisfied on or before 26 December 2017 or at such extension of time as may be agreed between the parties..

BRIEF INFORMATION OF TEC
TEC was incorporated on 8 June 1992 with a paid-up capital of RM100,000.00. Currently TEC is a wholly-owned subsidiary of Nadicorp. The principal activity of TEC is the provision of courier service and currently TEC is a dormant company.

BRIEF INFORMATION ON KTB
KTB was incorporated in Malaysia on 5 June 2003 with a paid-up capital of RM40,279,734.80. KTB is an investment holding company whereby its subsidiaries are principally involved in the provision of public bus transportation services.

BRIEF INFORMATION ON NADICORP
Nadicorp was incorporated in Malaysia on 23 March 1985 with a paid-up capital of RM202,696,648.00. Nadicorp is an investment holding company and it has a direct interest in KTB with a 25.02% equity stakes as at 30 June 2017.Nadicorp has also an indirect interest in KTB via its wholly-owned subsidiary, Kumpulan Kenderaan Malaysia Berhad ("KKMB") which is the major shareholder of KTB with a 26.69% equity stakes as at 30 June 2017 and via KKMB's wholly-owned subsidiary, Lengkap Suci Sdn Bhd ("LSSB") which holds a 16.36% equity stakes in KTB as at 30 June 2017.

RATIONALE FOR THE ACQUISITION
The Company wishes to acquire the Sale Shares from Nadicorp in order to establish a courier service within the Group which will complement its existing public bus transportation service whereby the Group's fleet of buses will be used to also ferry documents and parcels under the courier service.

FINANCIAL EFFECTS OF THE ACQUISITION
a)   Share Capital and Substantial Shareholders' Shareholding
The Acquisition will not have any material effect on the share capital and substantial shareholders' shareholding of KTB.

b)  Net assets per share and gearing
The Acquisition will not have any material effect on the net assets per share and gearing of KTB for the financial year ending 31 December 2017.

c)  Earning per share
The proforma effects of the Acquisition on the earning per share of KTB based on the audited financial statements as at 31 December 2017 are as follows;
As at 31 December 2016After Proposed Acquisition
No.of shares in issue ('000)402,797402,797
Profit/(loss) for the year (RM'000)(24,962)(24,962)
Earnings/(loss) per share (sen)(6.20)(6.20)
CONDITIONS OF THE ACQUISITION
The Acquisition is not subject to the approval of the shareholders and the relevant governmental authorities in Malaysia.

HIGHEST PERCENTAGE RATIO
The highest percentage ratio pursuant to paragraph 10.02(g) of the Listing Requirements is 0.0033%.

DIRECTORS' AND SUBSTANTIAL SHAREHOLDERS' INTERESTS
YBhg Tan Sri Mohd Nadzmi Mohd Salleh is the Executive Chairman of Nadicorp and also the Chairman and Managing Director of KTB and the Director of KKMB. KKMB is a wholly-owned subsidiary of Nadicorp and is a major shareholder of KTB with a 26.69% equity stakes as at 30 June 2017. TEC is a wholly-owned subsidiary of Nadicorp.

Nadicorp is also a substantial shareholder of KTB with a 25.02% equity stakes as at 30 June 2017. Nadicorp is a wholly-owned subsidiary of Nadi Corporation Sdn Bhd ("NCSB") and YBhg Tan Sri Mohd Nadzmi Mohd Salleh holds 100% equity in Nadicorp via his shareholding in NCSB.

YBhg Tan Sri Mohd Nadzmi Mohd Salleh is deemed interested in the Acquisition and have abstained and will continue to abstain from all deliberations and voting in relation to the Acquisition.

Save as disclosed, as far as the Board is aware, none of the other directors or major shareholders of the Company or any persons connected with such director or major shareholders have any interest, direct or indirect in the Acquisition.

STATEMENT BY THE AUDIT COMMITTEE
The Audit Committee of the Company, having considered all aspect of the Acquisition is of the opinion that the Acquisition is under normal commercial terms and conditions not more favourable than those generally available to other eligible public. Based on the aforesaid basis, the Audit Committee of the Company is of the view that the Acquisition is in the best interest of the Company, is fair, reasonable and on normal commercial terms and is not detrimental to the interest of the minority shareholders of the Company.

STATEMENT BY THE BOARD OF DIRECTORS
The Directors of the Company (excluding the interested director, YBhg Tan Sri Mohd Nadzmi Mohd Salleh), are of the opinion that the Acquisition is fair and reasonable and is in the best interest of the Company and that the consideration for the Acquisition was arrived on a willing seller willing buyer basis after taking into account the estimated fair value of the Sale Shares.

DOCUMENTS AVAILABLE FOR INSPECTION
A copy of the SSA dated 18 December 2017 and the valuation report prepared by Messrs. Ferrier Hodgfon MH Corporate Advisory Sdn Bhd are available for inspection at the registered office of th Company at No. 38, Jalan Chow Kit, 50350 Kuala Lumpur during normal office hours from Monday to Friday (except public holidays) for a period of 3 months from the date of this announcement.

This announcement is dated 18 December 2017.

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 楼主| 发表于 6-3-2018 05:06 AM | 显示全部楼层
SUMMARY OF KEY FINANCIAL INFORMATION
31 Dec 2017
INDIVIDUAL PERIOD
CUMULATIVE PERIOD
CURRENT YEAR QUARTER
PRECEDING YEAR
CORRESPONDING
QUARTER
CURRENT YEAR TO DATE
PRECEDING YEAR
CORRESPONDING
PERIOD
31 Dec 2017
31 Dec 2016
31 Dec 2017
31 Dec 2016
$$'000
$$'000
$$'000
$$'000
1Revenue
41,579
42,397
173,391
172,228
2Profit/(loss) before tax
-21,831
-3,417
-31,627
-8,580
3Profit/(loss) for the period
-7,789
-19,578
-17,646
-24,962
4Profit/(loss) attributable to ordinary equity holders of the parent
-7,789
-19,578
-17,646
-24,962
5Basic earnings/(loss) per share (Subunit)
-1.93
-4.86
-4.38
-6.20
6Proposed/Declared dividend per share (Subunit)
0.00
0.00
0.00
0.00


AS AT END OF CURRENT QUARTER
AS AT PRECEDING FINANCIAL YEAR END
7
Net assets per share attributable to ordinary equity holders of the parent ($$)
0.2200
0.2700

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 楼主| 发表于 8-5-2018 05:40 PM | 显示全部楼层
本帖最后由 icy97 于 11-5-2018 02:23 AM 编辑

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Type
Announcement
Subject
AUDIT REPORT - MODIFIED OPINION / MATERIAL UNCERTAINTY RELATED TO GOING CONCERN
MATERIAL UNCERTAINTY RELATED TO GOING CONCERN
Description
Emphasis of a matter related to going concern by the External Auditors on the financial statements for the financial year ended 31 December 2017
Pursuant to paragraph 9.19(37) of Bursa Malaysia Securities Berhad's Main Listing Requirements, the Board of Directors of Konsortium Transnasional Berhad ("the Company") wishes to announce that the Company's independent auditors, Messrs. Jamal, Amin & Partners ("Independent Auditors") has included an emphasis of a matter to draw attention to the material uncertainty related to going concern in its independent auditors' report dated 26 March 2018 ("Independent Auditors' Report") for the financial statements of the Group for the financial year ended 31 December 2017 ("Financial Statements").

1. Material uncertainty disclosed in the Independent Auditors' Report

The material uncertainty disclosed are as follows:

"Without qualifying our opinion, we draw attention to Note 2.1 to the financial statement which indicates that for the year ended 31 December 2017, the Group's and Company's current liabilities exceeded its current assets by RM44,396,000 and RM18,454,000 respectively. These conditions indicate the existance of a material uncertainty which may cast significant doubt about the ability of the Group and the Company to continue as going concerns.

The ability of the Group and the Company to continue as going concerns are dependent upon the Group obtaining the support from the Group's ultimate and penultimate holding companies, obtaining support funds from the relevant state governments and the Land Public Transport Commission (SPAD) to be disbursed to the private stage bus operators including the Group, the ability of the Group and Company to generate adequate positive cash flows and future profits from its ongoing reorganisation of its operations, raising additional cash flows from the sale of lands and obtaining the continuing supports of creditors and lenders.

The financial statements of the Group and the Company do not include any adjustments relating to the amounts and classification of assets and liabilities that might be necessary should the going concern basis of preparation of the Group's and the Company's financial statements be inappropriate."

The following are the Key Audit Matters as reported in the Independent Auditors' Report:
No.Key Audit MattersHow our audit addressed the Key Audit Matters
1.
Valuation and impairment of property, plant and equipment (Refer to Note 12 in the Group financial statement)
The Group have buses and motor vehicles with aggregate carrying values of RM208,778,000 as at 31 December 2017. Following a review of the business, outlook for the industry and the Group's operating plans, Management has assessed these carrying values.
Management concluded that the recoverable amounts were lower than their carrying values as such that provision of impairment of RM9,512,000 was required. These conclusions are dependent upon significant management judgment, including in respect of the computation of the buses' values in use.
Our procedures in relation to management's impairment assessment of buses included:
  • Checking, on a sample basis, the accuracy and relevnce of the input data used by Management to estimate values in use;
  • Assessing Management's key assumptions used to estimate values in use based on our knowledge of the public transportation industry; and
  • Considering the potential impact of reasonably possible downside changes in these key assumptions.
2.
Goodwill impairment assessment - Park May Berhad Group (Refer to Note 15 in the Group Financial Statements)
KTB has a goodwill of RM86,592,000 relating to its acquisition of Park May Berhad Group (PMBG) in 2000. PMBG incurred net profit of RM4,480,001 during the financial year ended 31 December 2017.
Management has concluded that there is no impairment in respect of the PMBG goodwill. This conclusion was based on the value in use model that required significant management judgment with respect to the discount rate and underlying cash flows, in particular future revenue growth.

Our procedures in relation to management's impairment assessment of goodwill included:
  • Assessing the valuation methodology;
  • Challenging the reasonableness of key assumptions based on our knowledge of the business and industry; and
  • Reconciling input data to supporting evidence, such as approved budgets and considering the reasonableness of these budgets.
In relation to the above, the Board wishes to advise on the followings:
a. That the Independent Auditors have expressed an unqualified opinion  on the financial statements for the year ended 31 December 2017 and that their opinion is not modified in respect of the financial statements on that matter.

b. The Group has already started the process of addressing the net current liabilities by:
i. continuing to negotiate with the creditors for extension/converting debts into few years repayment period of the existing short term debts until the completion of the Group's turnaround exercise. The Group had successfully reduced the Group's net current liabilities as at 31 December 2017 (RM44.396 million) as compared to the Group's net current liabilities as at 31 December 2016 (RM131.249 million); and
ii. Out of the RM18.454 million net current liabilities of the Company, RM17.798 million represent net amount of amount due to related companies and the Company's ultimate and penultimate holding company are maintaining their commitments to continue their supports for the operations of the Company.

c. The Group has two separates agreements with SPAD to provide bus services under the MYBUS and ISBSF programs. The revenue and financial supports, respectively, from both programs are significant and enable the Group to continue servicing its current financial commitments.

d. The Group will continue to focus on cost optimisation and stringent cash flow management and maintaining safety and quality services to remain competitive.

This announcement is dated 30 April 2018.


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 楼主| 发表于 11-6-2018 02:24 AM | 显示全部楼层
SUMMARY OF KEY FINANCIAL INFORMATION
31 Mar 2018
INDIVIDUAL PERIOD
CUMULATIVE PERIOD
CURRENT YEAR QUARTER
PRECEDING YEAR
CORRESPONDING
QUARTER
CURRENT YEAR TO DATE
PRECEDING YEAR
CORRESPONDING
PERIOD
31 Mar 2018
31 Mar 2017
31 Mar 2018
31 Mar 2017
$$'000
$$'000
$$'000
$$'000
1Revenue
41,184
43,255
41,184
43,255
2Profit/(loss) before tax
-2,645
-9,203
-2,645
-9,203
3Profit/(loss) for the period
-2,655
-9,292
-2,655
-9,292
4Profit/(loss) attributable to ordinary equity holders of the parent
-2,655
-9,292
-2,655
-9,292
5Basic earnings/(loss) per share (Subunit)
-0.66
-2.31
-0.66
-2.31
6Proposed/Declared dividend per share (Subunit)
0.00
0.00
0.00
0.00


AS AT END OF CURRENT QUARTER
AS AT PRECEDING FINANCIAL YEAR END
7
Net assets per share attributable to ordinary equity holders of the parent ($$)
0.2200
0.2200

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 楼主| 发表于 31-8-2018 03:18 AM | 显示全部楼层
SUMMARY OF KEY FINANCIAL INFORMATION
30 Jun 2018
INDIVIDUAL PERIOD
CUMULATIVE PERIOD
CURRENT YEAR QUARTER
PRECEDING YEAR
CORRESPONDING
QUARTER
CURRENT YEAR TO DATE
PRECEDING YEAR
CORRESPONDING
PERIOD
30 Jun 2018
30 Jun 2017
30 Jun 2018
30 Jun 2017
$$'000
$$'000
$$'000
$$'000
1Revenue
39,642
44,801
80,826
88,056
2Profit/(loss) before tax
-4,344
1,680
-6,989
-7,523
3Profit/(loss) for the period
-4,366
1,708
-7,021
-7,584
4Profit/(loss) attributable to ordinary equity holders of the parent
-4,366
1,708
-7,021
-7,584
5Basic earnings/(loss) per share (Subunit)
-1.08
0.42
-1.74
-1.88
6Proposed/Declared dividend per share (Subunit)
0.00
0.00
0.00
0.00


AS AT END OF CURRENT QUARTER
AS AT PRECEDING FINANCIAL YEAR END
7
Net assets per share attributable to ordinary equity holders of the parent ($$)
0.2100
0.2200

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 楼主| 发表于 30-12-2018 07:21 AM | 显示全部楼层
SUMMARY OF KEY FINANCIAL INFORMATION
30 Sep 2018
INDIVIDUAL PERIOD
CUMULATIVE PERIOD
CURRENT YEAR QUARTER
PRECEDING YEAR
CORRESPONDING
QUARTER
CURRENT YEAR TO DATE
PRECEDING YEAR
CORRESPONDING
PERIOD
30 Sep 2018
30 Sep 2017
30 Sep 2018
30 Sep 2017
$$'000
$$'000
$$'000
$$'000
1Revenue
35,866
43,756
116,692
131,812
2Profit/(loss) before tax
-13,469
-2,273
-20,458
-9,796
3Profit/(loss) for the period
-13,479
-2,273
-20,500
-9,857
4Profit/(loss) attributable to ordinary equity holders of the parent
-13,479
-2,273
-20,500
-9,857
5Basic earnings/(loss) per share (Subunit)
-3.35
-0.56
-5.09
-2.45
6Proposed/Declared dividend per share (Subunit)
0.00
0.00
0.00
0.00


AS AT END OF CURRENT QUARTER
AS AT PRECEDING FINANCIAL YEAR END
7
Net assets per share attributable to ordinary equity holders of the parent ($$)
0.1700
0.2200

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 楼主| 发表于 8-3-2019 07:39 AM | 显示全部楼层
SUMMARY OF KEY FINANCIAL INFORMATION
31 Dec 2018
INDIVIDUAL PERIOD
CUMULATIVE PERIOD
CURRENT YEAR QUARTER
PRECEDING YEAR
CORRESPONDING
QUARTER
CURRENT YEAR TO DATE
PRECEDING YEAR
CORRESPONDING
PERIOD
31 Dec 2018
31 Dec 2017
31 Dec 2018
31 Dec 2017
$$'000
$$'000
$$'000
$$'000
1Revenue
37,015
41,579
153,707
173,391
2Profit/(loss) before tax
-20,052
-22,702
-35,249
-32,498
3Profit/(loss) for the period
-21,244
-8,752
-36,483
-18,609
4Profit/(loss) attributable to ordinary equity holders of the parent
-21,244
-8,752
-36,483
-18,713
5Basic earnings/(loss) per share (Subunit)
-5.27
-2.17
-9.06
-4.65
6Proposed/Declared dividend per share (Subunit)
0.00
0.00
0.00
0.00


AS AT END OF CURRENT QUARTER
AS AT PRECEDING FINANCIAL YEAR END
7
Net assets per share attributable to ordinary equity holders of the parent ($$)
0.1300
0.2200

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 楼主| 发表于 1-7-2019 08:52 AM | 显示全部楼层
Type
Announcement
Subject
AUDIT REPORT - MODIFIED OPINION / MATERIAL UNCERTAINTY RELATED TO GOING CONCERN
MATERIAL UNCERTAINTY RELATED TO GOING CONCERN
Description
Emphasis of a matter related to going concern by the External Auditors on the financial statements for the financial year ended 31 December 2018
Pursuant to paragraph 9.19(37) of Bursa Malaysia Securities Berhad's Main Listing Requirements, the Board of Directors of Konsortium Transnasional Berhad ("the Company") wishes to announce that the Company's independent auditors, Messrs, Al Jafree Salihin Kuzaimi PLT ("Independent Auditors") has included an emphasis of a matter to draw attention to the material uncertainty related to going concern in its independent auditors' report dated 3rd April 2019 ("Independent Auditors' Report") for the financial statements of the Group for the financial year ended 31 December 2018 ("Financial Statements").

1. Material uncertainty disclosed in the Independent Auditors' Report
The material uncertatinty disclosed are as follows:
"Without qualifying our opinion, we draw attention to Note 2.1 to the financial statements which indicated that for the year ended 31 December 2018, the Group's and the Company's current liabilities exceeded its current assets by RM63,066,000 and RM14,104,000 respectively. These conditions indicate the existence of a material uncertainty which may cast significant doubt about the ability of the Group and the Company to continue as going concern.

The ability of the Group and the Company to continue as going concern are dependent upon the Group obtaining the support from the Group's penultimate holding company, obtaining support the Land Public Transport Agency ("APAD") to be disbursed to the private stage bus operators including the Group, the ability of the Group and the Company to generate adequate positive cash flows and future profits from its ongoing reorganisation of its operations and obtaining the continuing support of creditors and lenders.

The financial statements of the Group and the Company do not include any adjustments relating to the amount and classification of assets and liabilities that might be necesssary should the going concern basis of preparation of the Group's and the Company's financial statements be inappropriate."

The following are the Key Audit Matters as reported in the Independert Auditors' Report:
No.Key Audit MattersHow our audit addressed the Key Audit Matter
1.
Valuation and impairment of property, plant and equipment
Property, plant and equipment represents the most significant asset class on the statement of financial position of the Group amounting to RM172,995,000 as at 31 December 2018. Included in property, plant and equipment are buses and motor vehicles with aggregate carrying values of RM167,923,000.
We focused on this area due to its magnitude and significant judgement involved in determining the key assumptions used in performing the impairment test, such as estimating the recoverable amount of the buses.
Please refer to Note 3.1 Significant Accounting Judgements and Estimates and disclosure of Property, Plant and Equipment in Note 12 to the financial statements.
Our procedures included amongst others:
We have reviewed the management's impairment assessment on the indications of impairment of the buses as at the reporting date, which the management has considered both internal and external sources of information.
We have performed the physical sightings on a sampling basis to assess the physical conditions of the buses to identify the indications of impairment.
For the buses which have indications of impairment, we have performed the following procedures:
a) We have obtained the estimated recoverable amount of buses and checked, on a sampling basis, the accuracy and relevance of the input data used by management to estimate the recoverable amount of buses and motor vehicles;
b) We have assessed management's key assumptions used to estimate the recoverable amount based on our knowledge of the public transportation industry.

2.
Goodwill impairment assessment - Park May Berhad Group
The Group has goodwill of RM78,582,000 as at 31 December 2018 attributable to the significant cash generating unit (CGU) relating to its acquisition of Park May Berhad Group (PMBG) in 2000.
We focused on this area due to the significance of the goodwill balance with indefinite useful lives which are subject to annual impairment assessment.
The impairment asessment performed by management involved significant degree of judgements in estimating the assumptions of growth rate and discount rate used. The key assumptions are disclosed in Note 15 to the financial statements and kindly refer to Note 3.1 for the Significant Accounting Estimates and Judgements.
Arising from the impairment assessment, impairment loss of goodwill amounting to RM8,010,000 was recognised in the current financial year.
Our procedures included, amongst others:
a) We have challenged the key assumptions used by management in the discounted cash flows projections in determining the recoverable amount which include the fuel cost, growth rate, increase in bus fare and discount rate;
b) We have assessed the reliability of management's forecast through the review of past trends of actual financial performances againstt the previous forecasted results;
c) We have reviewed the sensitivity analysis performed by management on the growth rate and discount rate to determine whether the reasonable changes on these key assumptions would result in the carrying amount of the goodwill to exceed their recoverable amount.

In relation the the above, the Board wishes to advise on the followings:
a) That the independent Auditors have expresed an unqualified opinion on the financial statements for the year ended 31 December 2018 and that their opinion is not modified in respect of the financial statements on that matter.

b) The Group has already started the process of addressing the net current liabilites by:
i) continue to negotiate with the creditors for extension/converting debts into few years repayment period of the existing short term debts until completion of the Group's turnaround exercise. The Group has successfuly negotiate lower monthly installment for the Group's hire purchase facility which is one of the Group's main monthly commitment; and
ii) out of the RM14.104 million net current liabilities of the Company, RM12.407 million represent net amount of the amount due to related companies and the Company's penultimate holding company which are maintaining  their commitments to continue their supports for the operations of the Group and the Company.

c) The Group has two separate agreements with APAD to provide bus services under the MYBUS and ISBSF programs. The revenue and financial supports, respectively, from both programs are significant and enable the Group to continue servicing its current financial commitments.

d) The Group had in 2018, ceased the operations of few loss making subsidiaries. The decision and action was made in line with the Group's rationalisation program to focus the limited resources on feasible business operations.

e) The Grpup will continue to focus on cost optimisation and stringent cash flow management and maintaining safety and quality services to remain competitive.


This announcement is dated 28 May 2019.



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 楼主| 发表于 5-7-2019 08:33 AM | 显示全部楼层
SUMMARY OF KEY FINANCIAL INFORMATION
31 Mar 2019
INDIVIDUAL PERIOD
CUMULATIVE PERIOD
CURRENT YEAR QUARTER
PRECEDING YEAR
CORRESPONDING
QUARTER
CURRENT YEAR TO DATE
PRECEDING YEAR
CORRESPONDING
PERIOD
31 Mar 2019
31 Mar 2018
31 Mar 2019
31 Mar 2018
$$'000
$$'000
$$'000
$$'000
1Revenue
36,069
41,184
36,069
41,184
2Profit/(loss) before tax
402
-2,645
402
-2,645
3Profit/(loss) for the period
402
-2,655
402
-2,655
4Profit/(loss) attributable to ordinary equity holders of the parent
402
-2,655
402
-2,655
5Basic earnings/(loss) per share (Subunit)
0.10
-0.66
0.10
-0.66
6Proposed/Declared dividend per share (Subunit)
0.00
0.00
0.00
0.00


AS AT END OF CURRENT QUARTER
AS AT PRECEDING FINANCIAL YEAR END
7
Net assets per share attributable to ordinary equity holders of the parent ($$)
0.1300
0.1300

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 楼主| 发表于 28-8-2019 06:04 AM | 显示全部楼层
SUMMARY OF KEY FINANCIAL INFORMATION
30 Jun 2019
INDIVIDUAL PERIOD
CUMULATIVE PERIOD
CURRENT YEAR QUARTER
PRECEDING YEAR
CORRESPONDING
QUARTER
CURRENT YEAR TO DATE
PRECEDING YEAR
CORRESPONDING
PERIOD
30 Jun 2019
30 Jun 2018
30 Jun 2019
30 Jun 2018
$$'000
$$'000
$$'000
$$'000
1Revenue
34,788
39,642
70,857
80,826
2Profit/(loss) before tax
-3,440
-4,344
-3,038
-6,989
3Profit/(loss) for the period
-3,536
-4,366
-3,134
-7,021
4Profit/(loss) attributable to ordinary equity holders of the parent
-3,536
-4,366
-3,134
-7,021
5Basic earnings/(loss) per share (Subunit)
-0.88
-1.08
-0.78
-1.74
6Proposed/Declared dividend per share (Subunit)
0.00
0.00
0.00
0.00


AS AT END OF CURRENT QUARTER
AS AT PRECEDING FINANCIAL YEAR END
7
Net assets per share attributable to ordinary equity holders of the parent ($$)
0.1200
0.1300

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 楼主| 发表于 19-2-2020 08:18 AM | 显示全部楼层
SUMMARY OF KEY FINANCIAL INFORMATION
30 Sep 2019
INDIVIDUAL PERIOD
CUMULATIVE PERIOD
CURRENT YEAR QUARTER
PRECEDING YEAR
CORRESPONDING
QUARTER
CURRENT YEAR TO DATE
PRECEDING YEAR
CORRESPONDING
PERIOD
30 Sep 2019
30 Sep 2018
30 Sep 2019
30 Sep 2018
$$'000
$$'000
$$'000
$$'000
1Revenue
29,491
35,866
100,348
116,692
2Profit/(loss) before tax
-7,542
-8,208
-10,580
-15,197
3Profit/(loss) for the period
-7,542
-8,218
-10,676
-15,239
4Profit/(loss) attributable to ordinary equity holders of the parent
-7,542
-8,218
-10,676
-15,239
5Basic earnings/(loss) per share (Subunit)
-1.87
-2.04
-2.65
-3.78
6Proposed/Declared dividend per share (Subunit)
0.00
0.00
0.00
0.00


AS AT END OF CURRENT QUARTER
AS AT PRECEDING FINANCIAL YEAR END
7
Net assets per share attributable to ordinary equity holders of the parent ($$)
0.1000
0.1300

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 楼主| 发表于 24-3-2020 06:47 AM | 显示全部楼层
Type
Announcement
Subject
TRANSACTIONS (CHAPTER 10 OF LISTING REQUIREMENTS)
RELATED PARTY TRANSACTIONS
Description
Konsortium Transnasional Berhad ("KTB" or " the Company") - Proposed disposal of property by Syarikat Rembau Tampin Sdn Bhd (Company No.: 197601001810)
INTRODUCTION

The Board of Directors of Konsortium Transnasional Berhad ("KTB" or "the Company") wish to announce that its wholly-owned subsidiary, Syarikat Rembau Tampin Sdn Bhd ("SRT") had on 6 December 2019 entered into a Sale and Purchase Agreement ("SPA") with MHSB Development Sdn Bhd ("Purchaser") for the disposal of the property (more particulary described below) for a total cash consideration of Ringgit Malaysia One Million Sixty Thousand (RM1,060,000.00) only ("Disposal") which is a related party transaction.

DETAILS ON THE DISPOSAL

Under the terms and conditions of the SPA, SRT will dispose of the property which is a parcel of building land formerly used as a bus workshop, which is now vacant with a postal address of Lot 157, Jalan Dato' Sedia Raja, 71300 Rembau, Negeri Sembilan measuring approximately 4,559 square metres ("Property") held under Lot 157, Title No. PN 11783, Bandar Rembau, District of Rembau, Negeri Sembilan to the Purchaser for a total cash consideration of RM1,060,000.00.

The total cash consideration for the Disposal was arrived on a willing buyer willing seller basis after taking into consideration the valuation by an independent valuer. The market value of the Property is RM1,060,000.00 as appraised by Messrs. D.Henry  Valuers Realtors, a registered independent valuer on 19 May 2019. The market value method was applied for the said valuation.

The Property is a leasehold property for a term of 99 years expiring on 19 January 2081 and the Property is free from encumbrances and is currently vacant.

The details of the original cost of investment and the audited net book value ("NBV") of the Property are as follows:-

Original cost of investment
RM
NBV of the Property as at 31 December 2018
RM
1,654,000.001,029,000.00

Based on the original cost of investment and NBV of the Property as at 31 December 2018, there would be an estimated gain of RM31,000.00 arising from the Disposal.

The Disposal is expected to be completed within three (3) months from the date of the SPA.

BRIEF DESCRIPTION OF THE PROPERTY

The Property is owned by SRT which is comprised of a parcel of building land which was used as a bus workshop. It is trapezoidal in shape and has a land area of 4,559 square metres with a double-storey office building and an open sided workshop which have a gross floor area of about 704 square metres, located on the eastern side of Jalan Dato' Sedia Raja which is within one (1) kilometre north west of Rembau town centre. The postal address of the Property is Lot 157, Jalan Dato' Sedia Raja, 71300 Rembau, Negeri Sembilan.

The Property was acquired by SRT on 1 January 1989 and the approximate age of the Property is 31 years. The Property is free from encumbrances and the Property was used as a bus workshop and is currently vacant and abandoned.

There are no liabilities to be assumed by the Purchaser arising from the Disposal as the Purchaser is purchasing the Property free from all encumbrances with vacant possession and subject to the existing conditions of the title of the Property.

THE SALIENT FEATURES OF THE SALE AND PURCHASE AGREEMENT

Under the terms and conditions of the SPA dated 6 December 2019, SRT will dispose of the Property which is a parcel of building land formerly used as a bus workshop, which is now vacant with a postal address of Lot 157, Jalan Dato' Sedia Raja, 71300 Rembau, Negeri Sembilan measuring approximately 4,559 square metres held under Lot 157, Title No. PN 11783, Bandar Rembau, District of Rembau, Negeri Sembilan to the Purchaser for a total cash consideration of RM1,060,000.00.

The total cash consideration of RM1,060,000.00 under the SPA shall be paid in the following manner:-

a) a 10% deposit of RM106,000.00 upon the execution of the SPA; and

b) the balance sum amounting to RM954,000.00 within three (3) months from the date of the SPA  ("Completion Date"), failing which SRT shall automatically grant to the Purchaser an extension of one (1) month to pay the balance sum. In consideration of such extension, the Purchaser shall pay to SRT interest at the rate of 8.0% per annum on the balance sum calculated daily from the expiry of the last day of the Completion Date.

The SPA is conditional upon SRT obtaining its Board of Directors' approval for the disposal of the Property to the Purchaser and the vacant prosession of the Property shall be delivered by SRT to the Purchaser within five (5) working days upon receipt of the balance of the purchase price and the late interest charge (if any).

At any time upon the execution of the SPA, the Purchaser shall be entitled to present and register a private caveat against the Property for the purpose of protecting the Purchaser's interest in the Property and prohibiting any dealing by SRT in the Property pending the completion of the SPA.

In the event of any breach by SRT of any provision of the SPA and/or in the event that SRT shall fail, refuse and/or neglect to complete the sale for any reason whatsoever, the Purchaser shall be entitled to the remedy of specific performance of the terms of the SPA or alternatively to give a written notice to SRT to terminate the SPA, whereupon SRT shall within 14 days from the receipt of the said notice of termination, refund to the Purchaser all sum of monies paid to the Purchaser and in addition thereto, SRT shall further pay to the Purchaser a sum of money equivalent to the deposit payment under the SPA as agreed liquidated damages.

In the event the Purchaser shall fail to pay the balance of the purchase price within the time stipulated under the SPA, SRT shall be at liberty to terminate the SPA by notice in writing to the Purchaser whereupon the deposit paid by the Purchaser to SRT shall be forfeited absolutely to SRT as agreed liquidated damages but all other payments made by the Purchaser (if any) towards the purchase price shall be refunded to the Purchaser within 14 days from the date of such termination.

BRIEF INFORMATION ON SRT

SRT was incorporated on 3 June 1976 with an authorized share capital of RM1,000,000.00 comprising 1,000,000 ordinary shares of RM1.00 each of which 550,002 ordinary shares of RM1.00 each have been issued and fully paid-up. Currently SRT is a wholly-owned subsidiary of the Company. The principal activity of SRT is providing the service of public bus transportation.

BRIEF INFORMATION ON THE PURCHASER

MHSB Development Sddn Bhd was incorporated on 13 November 1992 with an authorized share capital of RM5,000,000.00 comprising 5,000,000 ordinary shares of RM1.00 each of which 4,000,002 ordinary shares of RM1.00 each have been issued and fully paid-ip. The principal activity of MHSB Development Sdn Bhd is property development.

RATIONALE FOR THE DISPOSAL

The Disposal will enable SRT to utilize the proceed for working capital purposes and the estimated time frame for the full utilization of the proceed from the Disposal is two (2) months.

The purchase price of RM1,060,000.00 will be utilized for working capital purposes, specifically for the payment of outstanding payable amounting to RM1,060,000.00.

The workshop operations on the Property has been ceased as SRT has appointed an independent contractor to provide the services of repair and maintenance for its fleet of buses.

FINANCIAL EFFECTS ON THE DISPOSAL

a. Share capital and substantial shareholders' shareholding

The Disposal will not have any material effect on the issued and paid-up capital and substantial shareholders' shareholdings in the Company.

b. Net assets per share and gearing

The Disposal will not have any material effect on the net assets per share and gearing of the Company for the financial year ending 31 December 2019.

c. Earning per share

The proforma effects of the Disposal on the earning per share of the Company based on the audited financial statements as at 31 December 2018 are as follows:-

As at 31 December 2018After Disposal
No. of shares in issue
('000)
402,797402,797
Profit for the year
(RM'000)
(39,454)(39,423)
Earning per share
(sen)
(9.79)(9.78)
CONDITION OF THE DISPOSAL

The Disposal is not subject to the approval from the shareholders and the consent of the Pihak Berkuasa Negeri is not required to be obtained for the transfer of the Property as it is not subject to any restriction-in-interest.

HIGHEST PERCENTAGE RATIO

The highest percentage ratio pursuant to paragraph 10.02(g) of the Listing Requirements is 2.7%.

SIMILAR TRANSACTIONS WITH THE SAME RELATED PARTY IN THE PAST 12 MONTHS

There has been no similar property transactions entered between KTB and its Group of Companies with the Purchaser during the twelve (12) months preceeding the date of this annoncement.

DIRECTORS' AND SUBSTANTIAL SHAREHOLDERS' INTERESTS

YBhg Tan Sri Mohd Nadzmi Mohd Salleh is the Executive Chairman of Nadicorp Holdings Sdn Bhd ("NHSB") and also the Chairman and Managing Director of KTB and the Director of Kumpulan Kenderaan Malaysia Berhad ("KKMB"). KKMB is a wholly-owned subsidiary of NHSB and is the major shareholder of KTB with an 26.76% equity stakes as at 30 June 2019. NHSB is also a substantial shareholder of TB with a 25.02% equity stakes as at 30 June 2019. NHSB is wholly-owned by Nadi Corporation Sdn Bhd ("NCSB") and YBhg Tan Sri Mohd Nadzmi Mohd Salleh holds 100%  equity stakes in NHSB via his shareholding in NCSB. MHSB Development Sdn Bhd is a wholly-owned subsidiary of NHSB.

YBhg Tan Sri Mohd Nadzmi Mohd Salleh is deemed interested in the Disposal and has abstained and will continue to abstain from all deliberations and voting in relation to the Disposal.

STATEMENT BY THE AUDIT COMMITTEE

The Audit Committee of the Company, having considered all aspect of the Disposal, is of the opinion that the Disposal is under normal commercial terms and conditions and not more favourable than those generally available to other eligible public. Based on the aforesaid basis, the Audit Committee of the Company is of the view that the Disposal is in the best interest of the Company, is fair, reasonable and on normal commercial terms and and is not detrimental to the interest of the minority shareholders of the Company.

STATEMENT BY BOARD OF DIRECTORS

The Directors of the Company (excluding the interested director) are of the opinion that the Disposal is fair and reasonable and is in the best interest of the Company and that the consideration for the Disposal was arrived at on a willing buyer willing seller basis after taking into account the market value of the Property.

DOCUMENTS AVAILABLE FOR INSPECTION

A copy of the SPA dated 6 December 2019 and the valuation report prepared by Messrs. D.Henry Valuers Realtors are available for inspection at the registered office of the Company at No. 38, Jalan Chow Kit, 50350 Kuala Lumpur during normal officehours from Monday to Friday (except public holidays) for a period of 3 months from the date of this announcement.



This announcement is dated 6 December 2019.


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 楼主| 发表于 27-3-2020 08:20 AM | 显示全部楼层
KONSORTIUM TRANSNASIONAL BERHAD

Type
Reply to Query
Reply to Bursa Malaysia's Query Letter - Reference ID
IQL-10122019-00001
Subject
Proposed disposal of a property (Property) by Syarikat Rembau Tampin Sdn Bhd, a wholly-owned subsidiary of Konsortium Transnasional Berhad (KTB), to MHSB Development Sdn Bhd (MHSB) for a total cash consideration of RM1,060,000 (Proposed Disposal)
Description
Konsortium Transnasional Berhad ("KTB" or "the Company") - Proposed disposal of property by Syarikat Rembau Tampin Sdn Bhd (Company No.: 197601001810)
Query Letter Contents
We refer to your Company’s announcement dated 6 December 2019 in respect of the aforesaid matter.
In this connection, kindly furnish Bursa Securities with the following additional information for public release:-
  • The method of valuation carried out on the Property.
  • Any liabilities, including contingent liabilities, in relation to the Proposed Disposal which remain with KTB, together with the details and justification for such arrangements.
  • Any guarantees given by KTB to MHSB.
  • The names of MHSB’s directors and substantial shareholders together with their respective direct and/or indirect shareholding.
With reference to the Company's announcement dated 6th December 2019 and the query letter from Bursa Malaysia Berhad dated 10th December 2019, the Board of Directors of KTB is pleased to provide the following additional information for public release:-

1. The method of valuation carried out on the Property.
The total cash consideration for the Disposal was arrived on a willing buyer willing seller basis after taking into consideration the valuation by an independent valuer. The market value of the Property is RM1,060,000.00 as appraised by Messrs. D.Henry Valuers Realtors, a registered independent valuer on 19 May 2019. The market value method was applied by the said valuer for the valuation of the Property.

2. Any liabilities, including contingent liabilities, in relation to the Disposal which remain with KTB, together with the details and justification for such arrangement.
There is no liabilities, including contingent liabilities which remain with KTB pursuant to the Disposal.

3. Any guarantees given by KTB to MHSB.
There is no guarantee given by KTB to MHSB pursuant to the Disposal.

4. The names of MHSB's directors and substantial shareholders together with their respective direct and/or indirect shareholding
MHSB is a wholly-owned subsidiary of Nadicorp Holdings Sdn Bhd ("NHSB") and thus NHSB is the direct shareholder of 4,000,002 ordinary shares of RM1.00 in MHSB which have been duly issued and paid-up.

The directors of MHSB are as follows:-
a. YBhg Tan Sri Mohd Nadzmi Mohd Salleh;
b. Encik Muhammad Hariz Mohd Nadzmi; and
c. Mr Tan Swee Hock.

YBhg Tan Sri Mohd Nadzmi Mohd Salleh is the Executive Chairman of NHSB and also the Chairman and Managing Director of KTB and the Director of Kumpulan Kenderaan Malaysia Berhad ("KKMB"). KKMB is a wholly-owned subsidiary NHSB and is the major shareholder of KTB with an 26.76% equity stakes as at 30 June 2019. NHSB is also a substantial shareholder of KTB with a 25.02% equity stakes as at 30 June 2019. NHSB is wholly-owned by Nadi Corporation Sdn Bhd ("NCSB") and YBhg Tan Sri Mohd Nadzmi Mohd Salleh holds 100% equity stakes in NHSB via his shareholding in NCSB. MHSB in turn is a wholly-owned subsidiary of NHSB. The other directors have no direct or indirect shareholding in MHSB or KTB.

This announcement is dated 16 December 2019.

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