The terms used herein, unless the context otherwise stated, bear the same meaning as those defined in the earlier announcements in relation to the Proposals.
We refer to our earlier announcements made by OSK Investment Bank Berhad ("OSK"), on behalf of the Board of Directors of Destini on 10 March 2011 and 23 March 2011.
On behalf of the Board of Directors of Destini, OSK wishes to announce that Bursa Malaysia Securities Berhad ("Bursa Securities") had, vide its letter dated 22 September 2011 (which was received on 23 September 2011), resolved to approve the proposed restructuring scheme which consists of the following:-
i. Proposed share capital reduction involving the reduction of the par value of each existing ordinary shares of RM0.50 each in Destini to ordinary shares of RM0.10 each ("Destini Shares") by the cancellation of RM0.40 of the par value ("Proposed Capital Reduction");
ii. Proposed renounceable rights issue of 200,000,000 new Destini Shares ("Rights Shares") on the basis of five (5) Rights Shares for every two (2) existing Destini Shares held on an entitlement date to be determined later after the Proposed Capital Reduction ("Proposed Rights Issue");
iii. Proposed settlement of the debt owing to BPH Capital Sdn Bhd via the issuance of 50,000,000 new Destini Shares at the issue price of RM0.10 each ("Settlement Shares") ("Proposed Capitalisation");
iv. Proposed exemption to Pascal Resources Sdn Bhd ("Pascal") and the persons acting in concert with it under Paragraph 16.1 of Practice Note 9 of the Malaysian Code on Take-Overs and Mergers, 2010 from the obligation to undertake a mandatory general offer for all the remaining Destini Shares not already held by them which may arise pursuant to the Proposed Rights Issue ("Proposed Exemption"); and
v. Proposed amendment to the Memorandum and Articles of Association of Destini resulting from the Proposed Capital Reduction ("Proposed Amendment").
(collectively referred to as the "Proposed Restructuring Scheme" or "Proposals")
Bursa Securities has also resolved to approve the following:-
i. the listing of 200,000,000 Rights Shares to be issued pursuant to the Proposed Rights Issue; and
ii. the listing of 50,000,000 Settlement Shares to be issued pursuant to the Proposed Capitlisation.
The approval granted by Bursa Securities for the Proposed Restructuring Scheme is subject to the following conditions:-
i. With regards to the trade receivables of Destini and its subsidiaries ("Destini Group"):-
a) Destini to make full provision for trade receivables that remained outstanding beyond the normal credit period granted, unless the Directors of Destini are of the opinion that the amounts are recoverable; and
b) Destini is to provide a written confirmation to Bursa Securities that Destini's trade receivables which have not been provided for as doubtful debts are recoverable;
ii. The Destini Group having successfully renewed its major contract with the Ministry of Defense (KP/PERO/3/UDARA/C/12/1998/OE) for the provision of the services and/ or maintenance and supply of articles, components and spares, explosives, publications, special to type test equipment, related ground support and special tools of safety and survival equipment, and manufacture of aircrew of flying coverall for an agency related to air force;
iii. Destini to fully disclose the findings on the key risks areas highlighted by Grant Thornton Consulting Sdn Bhd ("Grant Thornton") in the Enterprise Risk Management Report dated 15 March 2011 ("ERM Report"), in particular those that relates to the internal control, governance and the issues highlighted in the Audit Investigative Report by Messrs PricewaterhouseCoopers ("Audit Investigative Report II"), together with the steps taken/ to be taken by the Board of Directors of Destini to address these key risk areas in the circular to shareholders for the Proposed Restructuring Scheme;
iv. Grant Thornton to review and opine on the sufficiency of the steps taken/ to be taken to address the key risk areas highlighted in the ERM Report and Audit Investigative Report II ("Key Risk Areas"). The opinion is to be provided to Bursa Securities prior to the implementation of the Proposed Restructuring Scheme;
v. The Board of Directors of Destini is to announce the status of the steps taken/ to be taken to address the Key Risk Areas together with the announcement of the Company's quarterly results, commencing the financial period after the completion of the Proposed Restructuring Scheme, for a period of one (1) year via Bursa Link. In addition, the Company's audit committee is to provide its opinion on the sufficiency of the steps taken/ to be taken in addressing these key risk areas in the same announcement;
vi. Destini and OSK must fully comply with the relevant provisions under the Main Market Listing Requirements of Bursa Securities ("Main Market Listing Requirements") pertaining to the implementation of the Proposed Restructuring Scheme;
vii. Destini and OSK to inform Bursa Securities upon completion of the Proposed Restructuring Scheme; and
viii. Destini and OSK to furnish Bursa Securities with a written confirmation of its compliance with the terms and conditions of Bursa Securities' approval once the Proposed Restructuring Scheme is completed.
With regards to the other applications sought by Destini, Bursa Securities has resolved to reject the following:-
i. The proposed upliftment of the classification of Destini as a PN17 Company ("Proposed Upliftment of PN17"). The Proposed Upliftment of PN17 will only be considered after the Company has complied with the requirements under paragraph 8.04 and Practice Note 17 of the Main Market Listing Requirements; and
ii. The proposed upliftment of suspension on the trading of the ordinary shares of Destini on the official list of Bursa Securities ("Proposed Upliftment of Suspension"). The Proposed Upliftment of Suspension would only be considered closer to the implementation stage of the Proposed Rights Issue.
The Proposed Restructuring Scheme is now subject to the approvals of the shareholders of Destini at an extraordinary general meeting to be convened, details of which will be set out in the circular to shareholders to be issued in due course.
This announcement is dated 26 September 2011. |