Destini Berhad (“the Company” or “Destini”) wishes to announce that it had been served with a Winding Up Petition ensued from a Summary Judgment entered against its indirect subsidiary, Safeair Technical Sdn Bhd ("SAT") and Destini, details of which are as follows:

1. Background information leading to the Winding Up Petition

TCR and SAT entered a Full-Service Rental Agreement (FSRA) dated 11 April 2018, 2 May 2019 and 10 May 2019.  As security to the FSRA, Destini issued a corporate guarantee dated 2 May 2019.

TCR filed a Writ of Summons and Statement of Claim on 31 March 2020 for unpaid invoices. However, the suit was subsequently withdrawn as parties entered into a settlement agreement dated 1 June 2020.

Following the various Movement Control Orders by the Government of Malaysia from 18 March 2020, SAT could no longer sustain full operations and thereafter significantly reduce its overall operations due to reduce in demand resulting in scaling down of line maintenance operations at Kuala Lumpur International Airport and Kota Kinabalu Airport. As a result, SAT terminated the FSRA on 30 November 2020 (early termination).

Subsequent to the termination, SAT is obliged to pay liquidated damages for early termination of the FSRA.  As SAT did not make payment according to the terms under the settlement agreement and liquidated damages for early termination of FSRA, TCR filed a new suit against SAT and Destini. TCR had filed a writ of summons and statement of claim on 8 January 2021 against SAT and Destini (Suit No. BA-22NCVC-2-01/2021: for unpaid invoices and penalty for early termination of Full-Service Rental Agreement. Destini was sued as a corporate guarantor to SAT.

On 18 January 2021, Messrs. Mansoor Saat & Co (“MS”) filed a memorandum of appearance for and on behalf of SAT and DB. On 8 February 2021, MS filed a defence. Thereafter, TCR filed a Summary Judgment application on 18th February 2021 and obtained a summary judgement on 21 June 2021 on Suit No. BA-22NCVC-2-01/2021.

2. The date of the presentation of the Winding Up Petition

Destini had on 4 August 2021 received a sealed copy of the Winding-Up Petition dated 31 July 2021 from TCR (“the Petitioner”) vide its solicitors, Messrs. Murad Yee Partnership.

3)   The particulars of the claim under the Winding Up Petition, including the amount claimed for under the Petition and the interest rate

TCR claims SAT failed to settle the outstanding invoices payment and penalty for early termination for Full-Service Rental Agreement (FSRA), interest on the principal amount, plus 5% interest from date of judgment until full settlement.

TCR served a statutory notice under Section 466 of Companies Act 2016 to Destini on 7 July 2021, claiming for RM3,613,484.46, inclusive interest and cost awarded by the Court.

SAT and Destini filed an appeal against the Summary Judgment on 19 July 2021 and an application to stay the execution of judgment on 28 July 2021. Nevertheless, TCR proceed to file a Winding Up Petition against Destini.

Destini, through its wholly-owned subsidiary, Destini Aviation Sdn Bhd had entered into a Share Sales Agreement (“SSA”) with Rose Gold Sdn Bhd (“RGSB”) dated 31 December 2020 for the sale of shares it owned in SAT. Amongst the salient terms under the SSA is, payment due to TCR shall be paid before 31 January 2021. However due to current pandemic Covid-19 and the Movement Control Order restrictions, fulfillment of the terms of the SSA was delayed. 

4)          Confirmation as whether SAT is a major subsidiary

SAT is not major subsidiary of the Company.

5)          Cost of Investment in SAT

The Company do not have direct investment in SAT. The Company’s investment in aviation maintenance activities is made through its wholly owned subsidiary, Destini Aviation Sdn Bhd. (“DASB”). The Company has made full provisions on its total investment cost in DASB totalling RM16,733,333 as at 31 December 2020.

6)          The financial and operational impact of the Judgment on the Group

There is no material impact on the operation of the Destini Group.  This is in view that the Judgment sum of RM3,345,316.63 has been incorporated in the audited financial statements for the financial year ended 31 December 2020.

7)          The expected loss, if any, arising from the Winding Up Petition

The Company is not expected to incur any further loss arising from the Winding Up Petition.

8)          Steps taken in respect of the Winding Up Petition

SAT and Destini filed an appeal against the Summary Judgment on 19 July 2021 and an application to stay the execution of judgment on 28 July 2021. The First Case Management date for the Appeal is fixed on 25 October 2021 and the Hearing for the Stay Application is fixed on 15 September 2021. The Company are currently negotiating on a without prejudice basis with TCR for the repayment.

The First Case Management date of the Winding Up Petition is fixed on 19 August 2021.

This announcement is dated 11 August 2021.