1. INTRODUCTION
The Board of Directors of Destini Berhad (Destini or
the Company) wishes to announce that the Company has embarked on an
internal reorganisation exercise
which involved an indirect wholly-owned subsidiary of the Company i.e. Destini First Sdn Bhd (formerly known as
Satang Dagangan Sdn Bhd) (DFSB).
2. INFORMATION ON DFSB
DFSB is a private limited company incorporated in
Malaysia on 27 May 1991. The Company has temporary ceased its business
operations and the principal activities of DFSB are those of supplying of
defence and aviation equipment, parts and accessories.
As at 26 January 2015, the authorised share
capital of DFSB is RM500,000.00 divided into 500,000 ordinary shares of RM1.00
each while the issued and paid-up capital is RM500,000.00 comprising 500,000
ordinary shares of RM1.00 each.
DFSB is a wholly-owned subsidiary of Destini
Prima Sdn Bhd (DPSB), which is a wholly-owned subsidiary of Destini.
3. RATIONALE OF THE INTERNAL
REORGANISATION
The internal reorganisation, which was
completed on 26 January 2015 involves the transfer of the entire issued and
paid up share capital held by DPSB to Destini at the total consideration of RM1.00
only. Hence, upon completion of the internal reorganisation, DFSB has now become
a direct wholly-owned subsidiary of Destini.
The internal reorganisation would
enable the Company to reorganise its subsidiary companies for better reporting and control.
4. EFFECTS OF THE INTERNAL
REORGANISATION
The internal reorganisation will not have any impact on the issued and paid-up
share capital of the Company or the shareholdings of the substantial
shareholders of the Company. The internal reorganisation would not have any impact on the gearing, net
assets per share and earnings per share of Destini for the financial year
ending 31 December 2015.
5. APPROVALS REQUIRED
The internal reorganisation is not subject to the approval of the shareholders
of Destini or regulatory authorities.
6. INTERESTS OF DIRECTORS AND
MAJOR SHAREHOLDERS AND/OR PERSONS CONNECTED WITH A DIRECTOR OR MAJOR
SHAREHOLDER
None of the Directors and/or major
shareholders or persons connected to them has any interests, direct or
indirect, in the internal reorganisation.
7. DIRECTORS STATEMENT
Having considered the rationale and
the effects of the interntal reorganisation, the Board of Director of Destini
is of the opinion that the internal reorganisation is in the
best interest of the Company.
This announcement is dated 26 January 2015.