DESTINI BERHAD ("DESTINI" OR "THE COMPANY") - Proposed Disposal of 51.92% Equity Interest in Green Pluslink Sdn Bhd

Transcription

1 DESTINI BERHAD ("DESTINI" OR "THE COMPANY") - Proposed Disposal of 51.92% Equity Interest in Green Pluslink Sdn Bhd 1. INTRODUCTION The Board of Directors of Destini wishes to announce that Destini had on 29 December 2017, entered into a share sale agreement ( SSA ) with Terokadana Sdn Bhd ( TSB ) for the proposed disposal of its entire 51.92% equity interest in its subsidiary company, Green Pluslink Sdn Bhd ( GPSB ), comprising of 2,700,000 ordinary shares in GPSB ( GPSB Shares ) ( Sale Shares ), to TSB for a total cash consideration of RM4,400, only ( Disposal Consideration ) ( Proposed Disposal ). Upon completion of the Proposed Disposal, GPSB will cease to be a subsidiary of Destini. 2. DETAILS OF THE PROPOSED DISPOSAL 2.1 Information on GPSB GPSB was incorporated in Malaysia under the Companies Act, 1965 ( Act ) on 21 November GPSB is principally engaged in the business of extrusion and recycling of waste tyres for the production of carbon black, diesel fuel and scrap metal. By using the pyrolysis technology, GPSB operates its factory with three (3) production lines that can recycle up to 30 tonnes of used tyres per day. In addition, GPSB is also awarded Green Project Certificate issued by Ministry of Energy, Green Technology & Water (KeTTHA). As at 28 December 2017, being the latest practicable date prior to this Announcement ( LPD ), the total issued share capital of GPSB is RM5,200, comprising of 5,200,000 GPSB Shares. As at LPD, the directors of GPSB are Dato Rozamujib Bin Abdul Rahman, Abdul Rahman Bin Mohamed Rejab and Lukman Bin Muda. As at LPD, the shareholders of GPSB and their respective shareholdings in GPSB are as follows: Direct No. of GPSB Shares % Destini 2,700, Lukman bin Muda 1,875, Yahya bin Razali 625, Total 5,200,

2 The audited financial information of GPSB for the financial year ended ( FYE ) 31 December 2015 and 31 December 2016 as well as its latest unaudited financial information for the financial period ended ( FPE ) 30 September 2017 are summarised as follows: FYE 31 December 2015 Audited FYE 31 December 2016 Unaudited FPE 30 September 2017 RM RM RM Revenue 817, , ,824 Loss before tax (2,240,404) (2,010,706) (2,082,089) Loss after tax (2,240,404) (2,010,706) (2,082,089) Shareholders funds/net assets ( NA ) 2.2 Information on TSB (1,152,058) (3,162,764) (5,244,853) TSB was incorporated in Malaysia under the Act on 24 June TSB is principally involved in general merchandise, commodities, and goods business as importer, exporter, manufactures, wholesalers, retailers, buyers, sellers, distributors, principals, agents, designers and dealers. As at LPD, the total issued share capital of TSB is RM2.00 comprising of 2 ordinary shares in TSB. As at LPD, the directors of TSB are Ahmad Najmi Bin Kamaruzaman and Nadzrah Siti Maimunah Binti Kamaruzaman. As at LPD, the TSB is a wholly-owned subsidiary of Dayatahan Sdn Bhd ( DSB ). 2.3 Information on DSB DSB was incorporated in Malaysia under the Act on 19 May DSB is an investment trading broker company. As at LPD, the directors of DSB are Roslan bin Abdul Ghani and Ahmad Najmi bin Kamaruzaman. 2

3 As at LPD, the shareholders of DSB and their respective shareholdings in DSB are as follows: Direct No. of DSB shares % Ahmad Najmi bin Kamaruzaman 210, Roslan bin Abdul Ghani 90, Total 300, Basis and justification of arriving at the Disposal Consideration The Disposal Consideration of RM4.4 million was arrived at on a willing buyer and willing seller basis and after taking into consideration the original cost of investment of Destini in GPSB of RM4.1 million as set out in Section 2.7 of this Announcement. 2.5 Salient Terms of the SSA The salient terms and conditions of the SSA include, amongst others, the following: Payment of the Disposal Consideration (a) The Disposal Consideration shall be satisfied by TSB to Destini in accordance with the following milestones: (i) (ii) RM440, only ( First Tranche ) to be paid upon execution of the SSA, being the completion date ( Completion Date ); and RM3,960, to be paid on or before 31 December 2018 ( Second Tranche ). The Sale Shares shall be released to TSB on the Completion Date provided that the First Tranche has been fully paid. The Second Tranche shall be treated as a debt due and owing by TSB to Destini. (b) TSB shall procure its directors to provide a joint and several guarantees in favour of Destini in the prescribed form acceptable to Destini, as security for the payment of the Second Tranche, upon the execution of the SSA Advances by Destini to GPSB (a) (b) Destini and TSB acknowledge that Destini and its subsidiaries ( Destini Group ) had made advances of RM11,817, to GPSB ( Advances ); Destini and TSB agree that the Advances shall be converted into a long-term loan ( Long Term Loan ), bearing an interest rate of 6% per annum and shall be payable by GPSB on or before 31 December 2020; 3

4 (c) Destini and TSB also agree on the following: (i) (ii) (iii) TSB shall create a charge over the Sale Shares in favour of Destini by entering into a formal memorandum of deposit of shares; The share certificates of the Sale Shares with the valid and registrable transfer form duly executed by TSB, shall be deposited to Destini; and GPSB shall create a debenture over all its assets by entering into a formal deed of debenture with Destini, on the Completion Date. (d) TSB undertakes to Destini that TSB and/or GPSB shall not in any way sell or dispose any of the assets of GPSB without the written consent of Destini unless and until the Advances has been settled in full by GPSB. 2.6 Liabilities to be assumed by TSB Save for the Advances made by the Company to GPSB, there are no other liabilities, including contingent liabilities and guarantees to be assumed by TSB arising from the Proposed Disposal. 2.7 Original cost of investment in GPSB by Destini Destini s cost of investment in GPSB is as follows: Date No. of GPSB Shares Price per GPSB Shares Total 30 April ,500, ,700,000 3 June , ,400,000 Total 2,700,000-4,100,000 RM RM The net book value of the investment in GPSB as at 31 December 2016 stood at RM 1.00 only. The Proposed Disposal is expected to result in a gain on disposal of approximately RM4,100, after taking into consideration of the audited net book value of the investment in GPSB. 4

5 2.8 Utilisation of Proceeds The proceeds from the Proposed Disposal and the Long Term Loan to be received by Destini based on the schedule as set out in Sections 2.5.1(a) and 2.5.2(a) of this Announcement, shall be utilised for working capital purposes. 3. RATIONALE FOR THE PROPOSED DISPOSAL Destini Group is an integrated engineering solutions provider mainly involved in the aviation, marine, oil & gas and automotive industries, operating in Malaysia, Singapore, Middle East, Australia and China. The Proposed Disposal is a strategic move for Destini to remain aligned and focused on its core businesses. 4. RISK FACTORS The SSA is subject to the compliance of the timelines stipulated in the SSA and fulfillment of TSB s and the Company s obligations pursuant to the terms and conditions of the SSA. The Company will take reasonable steps to ensure compliance with the terms and conditions of the SSA in relation to the Company s obligations. 5. FINANCIAL EFFECTS OF THE PROPOSED DISPOSAL 5.1 Share capital and substantial shareholders shareholdings The Proposed Disposal will not have any effect on the issued and paid-up share capital and the shareholding of the substantial shareholders of Destini as it does not involve the issuance of ordinary shares in Destini. 5.2 NA per share and gearing The Proposed Disposal is not expected to have any material effect on the consolidated NA and gearing of Destini for the financial year ending 31 December Earnings and earnings per Destini share ( EPS ) The Proposed Disposal is not expected to have any material impact on the earnings and EPS of Destini for the financial year ending 31 December APPROVALS REQUIRED The Proposed Disposal is not subject to the approval of the shareholders of the Company or other relevant authorities. 5

6 7. ESTIMATED TIME FRAME FOR COMPLETION The Proposed Disposal is deemed completed on the date of this Announcement. 8. INTEREST OF DIRECTORS, AND MAJOR SHAREHOLDERS AND/ OR PERSONS CONNECTED WITH THEM None of the directors and/ or the major shareholders of Destini and/ or persons connected with them have any interest, direct or indirect, in Proposed Disposal. 9. DIRECTORS STATEMENT The Directors of Destini, after taking into consideration of all financial and other factors, is of the opinion that the Proposed Disposal is in the best interest of the Company. 10. HIGHEST PERCENTAGE RATIO The highest percentage ratio applicable to the Proposed Disposal pursuant to paragraph 10.02(g) of the Main Market Listing Requirements of Bursa Malaysia Securities Berhad is 1.14%. 11. DOCUMENTS FOR INSPECTION The SSA is available for inspection at the registered office of the Company at No. 10, Jalan Jurunilai U1/20, Hicom Glenmarie Industrial Park, Shah Alam, Selangor Darul Ehsan between 8.30 a.m. and 5.30 p.m. from Monday to Friday (except public holidays) for a period of three (3) months from the date of this Announcement. This Announcement is dated 29 December