The following definitions shall apply throughout this Prospectus unless the definitions are defined otherwise or the context requires otherwise:The following definitions shall apply throughout this Prospectus unless the definitions are defined otherwise or the context requires otherwise:AASB Acquisitions Acquisition of APFTSB Acquisition of APFT Engineering Acquisition of APFT Express Acquisition of APFT Services Acquisition of APFT Maintenance Training Act AFI ADA AFTO AGM AirAsia AOC APFTA International Aero Training Academy Sdn Bhd (Company No. 7559i3T) (formerly known as Austral Academy Sdn Bhd) Acquisition of APFTSB, Acquisition of APFT Services, Acquisition of APFT Engineering, Acquisition of APFT Express and Acquisition of APFT Maintenance Training, collectively Acquisition by APFT of the entire equity interest of APFTSB, comprising 3,000,000 ordinary shares of RMi .00 each in APFTSB for a purchase consideration of RM24, i 94,577 satisfied by the issuance of i 20,972,885 APFT Shares. The Acquisition of APFTSB was completed on 22 June 20iO Acquisition by APFT of the entire equity interest of APFT Engineering, comprising i 50,000 ordinary shares of RMi .00 each in APFT Engineering for a cash consideration of RMi42,359. The Acquisition of APFT Engineering was completed on 22 June 20iD Acquisition by APFT of the entire equity interest of APFT Express, comprising i 50,000 ordinary shares of RMi .00 each in APFT Express for a cash consideration of RMiD8,938. The Acquisition of APFT Express was completed on 22 June 20iO Acquisition by APFT of the entire equity interest of APFT Services, comprising 3,000,000 ordinary shares of RMi .00 each in APFT Services for a purchase consideration of RM2,805,42i satisfied by the issuance of i 4,027, iD5 APFT Shares. The Acquisition of APFT Services was completed on 22 June 2010 Acquisition by APFT of the entire equity interest of APFT Maintenance Training, comprising 2 ordinary shares of RM1.00 each in APFT Maintenance Training for a cash consideration of RM2.00. The Acquisition of APFT Maintenance Training was completed on 29 April 2010 Companies Act, 1965 or any statutory modification, amendment or reenactment thereof for the time being in force Assistant Flying Instructor Authorised Depository Agent Approved Flight Training Organisation Annual General Meeting AirAsia Berhad (Company No. 284669-W) Air Operating Certificate Asia Pacific Flight Training Academy vi APFT or Company APFT Engineering APFT Express APFT Group or Group APFT Maintenance Training APFTSB APFT Services APFT Share(s) or Share(s) Application Application Form(s) ASP ATC ATPL ATM Bank Islam! Managing Underwriter BNM Board Bursa Depository Bursa Securities CAGR CDS CDS Account(s) Central Depositories Act CMSA APFT Berhad (Company No. 886873-T) APFT Engineering Sdn Bhd (Company No. 758108-D) APFT Express Sdn Bhd (Company No. 127572-P) APFT and our subsidiary companies, namely APFTSB, APFT
Services, APFT Engineering, APFT Express and APFT Maintenance Training APFT Maintenance Training Sdn Bhd (Company No. 899773-K) Asia Pacific Flight Training Sdn Bhd (Company No. 534715-H) APFT Services Sdn Bhd (Company No. 758131-M) Ordinary share(s) of RMO.20 each in APFT The application for the IPO Shares by way of Application Form, Electronic Share Application and!or Internet Share Application The printed application form(s) for the application of the IPO Shares Air Services Permit Air Traffic Controllers Airline Transport Pilot Licence Automated Teller Machine Bank Islam Malaysia Berhad (Company No. 98127-X) Bank Negara Malaysia The Board of Directors of APFT Bursa Malaysia Depository Sdn Bhd (Company No. 165570-W) Bursa Malaysia Securities Berhad (Company No. 635998-W) Compounded annual growth rate Central Depository System Account(s) established for a depositor by Bursa Depository for the recording of deposits or withdrawals of securities and for dealings in such securities by the Depositor Securities Industry (Central Depositories) Act, 1991 or any statutory modification, amendment or re-enactment thereof for the time being in force Capital Markets and Services Act 2007 or any statutory modification, amendment or re-enactment thereof for the time being in force vii CPL CPUIR CTRM Dato’ Faruk DCA DGCA Depositor Director(s) EASA EBITDA EC Electronic Prospectus Electronic Share Application Embry-Riddle EPF EPS FI FHSB FRS FYE GHIAL GOP GGIF HMA IAA lATA Commercial Pilot Licence Commercial Pilot Licence with Instrument Rating Composites Technology Research Malaysia Sdn Bhd (Company No. 208125-X) Dato’ Faruk Bin Othman Department of Civil Aviation, Malaysia Directorate-General of Civil Aviation, Indonesia A holder of a CDS Account Director(s) of our Company and shall have the meaning given in Section 2 of the CMSA / Section 4 of the Act European Aviation Safety Agency Earnings before interest, tax, depreciation and amortisation European Commission A copy of this Prospectus that is issued, circulated or disseminated via the Internet, and/or an electronic storage medium, including but not limited to CD-ROMs or fioppy disks An application for the Issue Shares through Participating Financial Institutions’ ATM Embry-Riddle Aeronautical University Employee Provident Fund Earnings Per Share Flying Instructor Forad Hoidings Sdn Bhd (Company No. 164781-0) Financial Reporting Standards Financial year(s) ended GMR Hyderabad International Airport Limited (Corporate Identification
No. U62100AP2002PLC040118) Gross domestic product Gulf Golden International Flying Academy Sdn Bhd (Company No.
766839-A) HM Aerospace Sdn Bhd (Company No. 686315-M) Integrated Training and Services Sdn Bhd (Company No. 601001-V) International Air Transport Association
viii ICAO IFR IMF Independent Market Researcher or Protege Associates Internet Participating Financiallnstitution(s) Internet Share Application Inter-Pacific Securities IPTS IPO IPO Price fPO Share(s) IR Issue Price Issue Share(s) Issuing House or MIDFCCS JAA JAR Jeppesen KLiFA KISTAA KFH Listing Listing Scheme International Civil Aviation Organization Instrument Flight Rules International Monetary Fund Protege Associates Sdn Bhd (Company No. 675767-H) Participating organisation(s) for the Internet Share Application, as listed in Section 15 of this Prospectus Application for the Issue Shares through an online share application service provided by the Internet Participating Financiallnstitution(s) Inter-Pacific Securities Sdn Bhd (Company No. 12738-U) Private Higher Educational Institution Initial public offering of the IPO Shares in conjunction with our listing of and quotation for our entire enlarged issued and paid-up share capital on the Main Market of Bursa Securities The Issue Price and Offer Price of RMO.50 for each IPO Share The Issue Share(s) and Offer Share(s), collectively Instrument Rating The issue price of RMO.50 for each Issue Share 22,000,000 new APFT Shares, representing approximately 14.01 % of our enlarged issued and paid-up share capital, which are to be issued pursuant to the Public Issue and subject to the terms and conditions of this Prospectus MIOF Consultancy and Corporate Services Sdn Bhd (Company No. 11324-H) Joint Aviation Authority Joint Aviation Regulation Jeppesen Sanderson Inc. (Company No. HRB 10957) KL International Flying Academy Sdn Bhd (Company No. 708455-A) KIST Aviation Academy Sdn Bhd (Company No. 845815-0)
Kuwait Finance House (Malaysia) Berhad (Company No. 672174-T) The admission to the Official List of Bursa Securities and the listing of and quotation for our entire enlarged issued and paid-up share capital of RM31,400,000, comprising 157,000,000 APFT Shares on the Main Market of Bursa Securities The Public Issue, Offer for Sale and Listing, collectively ix Listing Requirements LPD LWTR Malaysian Public MARA Market Day MAS MASB MATRADE MCC MFA MHS MIAC MI MIDA MINDEF MOHE MOT MOU MPL MQA MRO NA N/A NBV Main Market Listing Requirements of Bursa Securities 15 January 2011, being the latest practicable date prior to the printing of this Prospectus Licence Without Type Rating Citizen of Malaysia and companies, societies, co-operatives and institutions incorporated or organised under the laws of Malaysia Majlis Amanah Rakyat Any day between Monday and Friday (inclusive) which is not a public holiday and when Bursa Securities is open for trading of securities Malaysian Airline System Berhad (Company No. 10601-W) Malaysia Airports Sdn Bhd (Company No. 230646-U) Malaysia External Trade Development Corporation Multi-Crew Cooperation Malaysian Flying Academy Sdn Bhd (Company No.1 06446-P) MHS Aviation Berhad (Company No. 226595-U) Malaysian International Aerospace Centre The MIAC in Subang was launched in line with the National Aerospace Blueprint as an aerospace hub to propel Malaysia in the global aerospace industry. The MIAC is expected to emerge as a research, design, engineering and manufacturing base handling aerospace-related activities for Malaysia and the world Minority interests Malaysian Industrial Development Authority Ministry of Defence, Malaysia Ministry of Higher Education, Malaysia Ministry of Transport, Malaysia Memorandum of Understanding Multi Pilot Licence Malaysian Qualifications Agency Maintenance, Repair and Overhaul Net assets Not applicable Net book value x Offer for Sale Offer Price Offer Share(s) Offerors Official List Participating Financial Institutions(s) PAT PST PE Multiple PHEIA PIC Placement Agent PPL Prescribed Security Promoters Public Issue QA QC QMS R&D Offer for sale of the Offer Shares at the Offer Price by the Offerors to identified investors The offer price of RMO.50 for each Offer Share 17,250,000 existing APFT Shares, representing approximately 10.99% of our enlarged issued and paid-up share capital, which are to be offered for sale pursuant to the Offer for Sale and subject to the terms and conditions of this Prospectus FHSB, Dato’ Faruk, Arif Bin Faruk, Aida Binti Faruk and Aisyah Binti Faruk, collectively Official list of the Main Market of Bursa Securities Participating financial institution(s) for Electronic Share Application as listed in Section 15 of this Prospectus Profit after taxation Profit before taxation Price earnings multiple Private Higher Educational Institutions Act, 1996 (Act 555) or any statutory modification, amendment or re-enactment thereof for the time being in force Pilot-In-Command Bank Islam, being the agent to place out Offer Shares to be offered pursuant to the Offer for Sale Private Pilot Licence Shares of a company that are prescribed by Bursa Securities to be deposited in the CDS subject to the provision of the Central Depositories Act and the Rules of Bursa Depository FHSB, Data’ Faruk, Arif Bin Faruk, Aida Binti Faruk and Aisyah Binti Faruk, collectively Public issue of 22,000,000 new APFT Shares at the Issue Price comprising: (a) 15,000,000 new APFT Shares available for application by the Malaysian Public; and
(b) 7,000,000 new APFT Shares available for application by eligible employees and persons who have contributed to the success of our Group
Quality Assurance Quality Control Quality Management System Research and development xi RM RMAF ROC (Rtd) Rules SAC SAS SC SPM SIRIM Share Split Subsidiary Companies sq ft sq m TRE TRJ UiTM UK UKCAA Underwriters Underwriting Agreement UniKL MIAT UPM USA UTHM VFR WHO Ringgit Malaysia Royal Malaysian Air Force Registrar of Companies, Malaysia Retired Rules of Bursa Depository Shariah Advisory Council of SC Systematic Aviation Services Sdn Bhd (Company No. 235827-W) Securities Commission, Maiaysia Sijil Pelajaran Malaysia Standards and Industrial Research Institute of Maiaysia Share split of RM2.00 comprising eight (8) ordinary shares of RMO.25 each into RM2.00 comprising ten (10) ordinary shares of RMO.20 each. The share split was completed on 13 May 2010 APFTSB, APFT Services, APFT Engineering, APFT Express and APFT Maintenance Training, collectively Square feet Square meter Type Rating Examiner Type Rating Instructor Universiti Teknoiogi Mara Malaysia United Kingdom United Kingdom Civil Aviation Authority Bank Islam, Inter-Pacific Securities and KFH, collectively The underwriting agreement dated g February 2011 between APFT and the Underwriters for the underwriting of the Issue Shares University Kuala Lumpur Malaysian Institute of Aviation Technology Universiti Putra Malaysia United States of America Universiti Tun Hussein Onn Maiaysia Visual Flight Rules Worid Health Organisation XII