On behalf of the Board of Directors of K-Star (“Board”), M&A Securities Sdn Bhd wishes to announce that K-Star and its subsidiaries (“Group” or “K-Star Group”) proposes to undertake the following:

1. proposed special issue of up to 222,811,100 new ordinary shares in K-Star (“K-Star Shares” or “Shares”), representing not more than 50.0% of the issued share capital in K-Star to independent third party investor(s) to be identified (“Proposed Special Issue”); and
2. proposed internal reorganisation by way of a members’ scheme of arrangement under Section 210 of the Companies Act (Chapter 50) of Singapore (“Proposed Internal Reorganisation”) comprising the following proposals:

• Proposed exchange of:

(aa)     all existing K-Star Shares with new ordinary shares in a new investment holding company, namely Bluesky Capital Sdn. Bhd. (“Newco”) (“Newco Shares”) on a one-for-one basis; and

(bb)     all outstanding warrants 2018/2021 (“K-Star Warrants” or “Warrants”) with new warrants to be issued by Newco (“Newco Warrants”) on a one-for-one basis;

as at an entitlement date to be determined and announced by the Board (“Proposed Securities Exchange”);

• Proposed transfer of K-Star’s listing status to Newco, followed by the admission of Newco to and withdrawal of K-Star from the Official List of Bursa Malaysia Securities Berhad (“Bursa Securities”), and the listing of and quotation for the new Newco Shares and Newco Warrants on the Main Market of Bursa Securities (“Proposed Transfer of Listing”); and

• Proposed transfer of K-Star’s entire shareholdings in its wholly-owned subsidiary, Sinaran Trilion Sdn. Bhd. (“STSB”) to Newco. Following the Proposed Securities Exchange, all of K-Star’s shareholdings in STSB will be transferred to Newco (“Proposed Transfer of Subsidiary”).

Further, the Company had on 30 June 2020 entered into a conditional scheme agreement with Newco  for the Proposed Internal Reorganisation. Further details of the Proposed Special Issue and every components of the Proposed Internal Reorganisation are set out in the announcement attached.

This announcement is dated 30 June 2020.