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/raid1/www/Hosts/bankrupt/TCRAP_Public/010424.MBX T R O U B L E D C O M P A N Y R E P O R T E R A S I A P A C I F I C Tuesday, April 24, 2001, Vol. 4, No. 80 Headlines A U S T R A L I A ANACONDA NICKEL: Sale May Stumble Into Troubles ANACONDA NICKEL: Anglo Proposes Board Revamp ANACONDA NICKEL: Rejects Anglo Proposals ANACONDA NICKEL: Appointment of Non-Executive Director ANACONDA NICKEL: Chairmanship Changes ANACONDA NICKEL: Murrin Operation Records Rise In Prod ANACONDA NICKEL: Shareholders Meeting ANACONDA NICKEL: Chairman Writes To Shareholders ANACONDA NICKEL: Reports Murrin Operating Costs ANACONDA NICKEL: Responds To Anglo TERRAPLANET.COM: Requests Suspension TERRAPLANET.COM: Suspended From Official Quotation I N D O N E S I A ARTOSTEX GROUP: Restructuring In Progress MODERN GROUP: Restructuring In Progress OMETRACO GROUP: Debt Restructuring In Process RAJAWALI GROUP: Debt Restructuring In Progress J A P A N CRAYFISH COMPANY: Director Tomita Resigns CRAYFISH COMPANY: HTI Demands Dismissal Of Matsushima K O R E A HYUNDAI ENGINEERING: Lack Of Interest Slows Recovery HYUNDAI ENGINEERING: Again Seeks Help From Creditors HYUNDAI GROUP: KDB To Buy Bonds Worth W3.79-T From Units KOREA LIFE: Hanwha Intends To Take Over SAMSUNG MOTORS: Creditors To Appoint Lead Manager M A L A Y S I A AUSTRAL AMALGAMATED: SC Approves Proposed Plan SATERAS RESOURCES: SC Postpones Proposal Completion SOUTH PENINSULAR: Goes Into Voluntary Dissolution SPORTMA CORPORATION: Bourse OKs Appointment Of SA S&P FOOD: SC Sanctions Restructuring Plan UNITED ENGINEERS: Receives Order Re Ex-Parte Petition P H I L I P P I N E S ASB GROUP: Creditors Asks SEC For Liquidation URBAN BANK: Exportbank Wants Gov't Protection T H A I L A N D EMC PUBLIC: Court To Consider Rehab Plan MEDIA OF MEDIAS: Court Extends Submission Date SUN TECH GROUP: Creditors OK Rehab Plan THAI KAWASHIMA: Stops Operations, Asks For Liquidation - - - - - - - - - - ================= A U S T R A L I A ================= ANACONDA NICKEL: Sale May Stumble Into Troubles ----------------------------------------------- Anaconda Nickel Limited's (ASX:ANL) sale may not go smoothly, analysts told Dow Jones Newswires, since any exercise related to the sale is expected to stumble into encumbrances posed by major shareholders Anglo American Plc and Glencore International AG, Asian Wall Street Journal reported middle of last week. An Anaconda spokesman said the company had held discussions with Morgan Stanley about the possibility of "maximizing shareholder value and providing Anaconda with a range of financial alternatives." The spokesman added this move would be taken to block Anglo's demands. Anglo had earlier pushed for the resignation of Anaconda's senior managers, along with CEO Andrew Forrest. In exchange for this, Anglo promised to cooperate in Anaconda's drive to raise A$100 million additional capital through a rights issue. Anglo currently owns 25.4-percent stake holdings in Anaconda. The sell-off bid for Anaconda, according to analysts, would have to incluse the concessions of Anglo and Glencore. However, they also pointed out that "having two very large multinational mining companies [would make] it very difficult for a third party to come in and own the company." ANACONDA NICKEL: Anglo Proposes Board Revamp -------------------------------------------- Anglo American Plc proposed to Anaconda Nickel Limited that it intends to requisition an Extraordinary General Meeting (EGM) of Anaconda shareholders to propose a change in the composition of the board, including the removal of CEO and CFO. As part of its proposals, Anglo American will be recommending the Anaconda board undertake a rights issue to raise A$100 million for interim working capital pending a full strategic review of the company, its prospects and financial structure. At the EGM shareholders would be asked to consider resolutions for the removal of all directors of Anaconda other than Messrs Campbell, Glasenberg, Linegar, Morrison and Stewart. If Anglo American's proposals are approved and implemented, Anglo American would be prepared to support the rights issue on normal commercial terms and conditions. If Anglo American's proposals are not approved, Anglo American will not provide any further financial support to Anaconda, unless and until the board and senior corporate management is reconstituted. Anglo American will continue to meet its pre- existing contractual commitments. Tony Trahar, CEO of Anglo American Plc, explained, "Anglo American has, through an approach to the Chairman of Anaconda, sought to resolve management issues without resort to a public process, but this approach has been unsuccessful. Anglo American has therefore reluctantly decided to take this initiative and firmly believes it is acting in the best interests of all Anaconda shareholders." "Anglo American has been concerned for some time by the poor operating and financial performance of Anaconda," he said. `Projections and financial forecasts made at the time of Anglo American's investment in 1999, and subsequently, have not been achieved. Anglo American has lost confidence in the Anaconda board, as currently constituted, as well as the CEO and the CFO, to achieve timely ramp-up of the Murrin Murrin plant and the transition of the company to a competitive and reliable supplier of quality nickel. In Anglo American's view, Anaconda's financial position (despite significant cash injection by Anglo American and others) prevents it from undertaking key capital expenditures or pursuing other value-adding opportunities." The Proposals Under Anglo American's proposals, the only resolution to be voted on at the EGM will be the removal from office of the CEO, CFO and all members of the board with the exception of Messrs Campbell, Glasenberg, Linegar, Morrison and Stewart. In addition, Anglo will propose the following: * An additional Anglo nominee will be appointed to the board. Following this person's appointment, Mr Stewart will resign from the board. * James Campbell will be appointed as interim Chairman. The company will immediately seek to identify, with the assistance of a reputable international search consultant, a suitably qualified individual to assume the Chairmanship on a permanent basis, at which time Dr Campbell will resume his role as a non- executive director. * An interim CEO, if possible from within the company, and interim CFO will be appointed pending identification, through an international search consultant, of suitably qualified individuals to take up these roles on a permanent basis. The permanent CEO will be invited to join the board. * In due course the new board would seek to appoint an additional non-executive director. * A rights issue to raise $Al00 million to provide interim working capital. The terms of the rights issue are yet to be agreed, but it is proposed that they would reflect those terms, which are typical for an issue of this size. * An executive committee of the board, which shall include the interim CEO and CFO, be established and mandated to conduct a strategic review and to report back to shareholders on key conclusions and recommendations as soon as possible, but in any event, within 180 days. * The strategic review will include: - a full and thorough evaluation of the status of and prospects for Murrin Murrin phase one; - a review of current business development and expansion initiatives; and - an evaluation of the financial structure of Anaconda; Trahar concluded: "Anglo American's proposals are obviously far reaching but are essential. They provide all shareholders with the opportunity to vote on changes to management and to take up their entitlement under the rights issue. They provide Anaconda with the highest probability of being able to crystallize shareholder value and regain the support of the investing community," he said. Anglo American will shortly serve Anaconda with formal notice requisitioning the EGM and will thereafter write to Anaconda shareholders setting out its position and the terms and conditions of its proposal. Anglo American may withdraw its proposals, including its support of the rights issue, should Anaconda seek to unduly frustrate or delay shareholders' consideration of these proposals. ANACONDA NICKEL: Rejects Anglo Proposals ---------------------------------------- The independent directors of Anaconda Nickel Limited (Anaconda) have rejected certain proposals received from Anglo American plc (Anglo) which, they believe, would have delivered effective control of Anaconda to Anglo without proper consideration to other shareholders. The independent directors reiterated their confidence in the company's management, the prospects for Anaconda's business and the inherent value of the company. The CEO and Deputy Chairman of Anaconda, Andrew Forrest, has appointed a committee of directors to review the company's strategic and financial alternatives including the possible sale of all or part of the company. Forrest said it was entirely inappropriate for Anaconda to consider Anglo's proposals while Anaconda manages the successful ramp-up of the Murrin Murrin nickel and cobalt project, which is presently producing 65 percent of full plant capacity. ANACONDA NICKEL: Appointment of Non-Executive Director ------------------------------------------------------ Anaconda Nickel Limited has announced the appointment of Ian Delaney to the Board as a non-executive Director. Delaney is Executive Chairman of Sherritt International Corporation, developer of the high-pressure acid leach process in use at the Murrin Murrin Nickel and Cobalt Project, and a substantial shareholder in Anaconda with just under a 10 percent holding. The appointment of Delaney results from the retirement of Allan Coogan who, as foreshadowed at the last Annual General Meeting, has decided to stand down. "Given our experience with the technology, having spent six decades making metal from mud, and with the challenges predictably associated with commissioning a facility of the size and scope of Murrin Murrin, we believe the project will fulfil its early promise," Delaney said. In accepting his invitation to join the Board, Delaney said, "Sherritt has been familiar with Anaconda since its inception and has watched its progress with enthusiasm. Management took a few thousand acres of desert and built the world's most modern and sophisticated nickel/cobalt production facilities. We have complete confidence in the high-pressure acid leach process installed at Murrin Murrin under license from Dynatec Corporation (formerly Sherritt Technologies), whose metallurgical technologies division holds the Sherritt patents for this well-proven technology." With regard to the actions of Anglo American Plc, Delaney commented: "Whatever the outcome of the events being set in motion by Anglo American plc, the best practices of corporate democracy and Board level governance should prevail. As a Director, the imperative is to ensure that the interests of all shareholders are served fairly in an orderly fashion." Delaney added, "Due process should be observed to achieve maximum value for all shareholders." The CEO and Deputy Chairman of Anaconda, Andrew Forrest, welcomed Delaney's appointment. ANACONDA NICKEL: Chairmanship Changes ------------------------------------- Following the announcement of the retirement of Allan Coogan as a Director and Chairman of the Board, Norman Coldham-Fussell, an independent non-executive director, has volunteered to stand as Chairman. Coogan's resignation was foreshadowed at Anaconda's last Annual General Meeting in accordance with ASIC requirements. The CEO and Deputy Chairman of Anaconda, Andrew Forrest, praised Coogan's contribution to the Board and the Company over the past six years. Coldham-Fussell has been a Director of Anaconda for six years. Coldham-Fussell was previously CEO and Managing Director of MIM Holdings. He is presently Chairman of Flight Centre Limited, recognised as one of Australia's best deliverers of shareholder value. "Without Mr. Coogan's energy, enthusiasm and total commitment, Australia would not be able to boast the progress we have made in the laterite nickel industry," Forrest said. "Among Mr. Coogan's legacies will be the development of new financing options for Australian development companies which protect shareholder value, and his great encouragement to the Australian mining industry. He has proven that through perseverance, hard work and belief, it is possible to build substantial and innovative resource projects. "On behalf of the rest of the Board, I wish to sincerely thank Mr. Coogan for all his hard work and contribution." Forrest said Coogan would continue his involvement with Anaconda through his agreement to provide advice to the Board while it manages issues associated with the recently rejected proposals provided by Anglo American plc. Coogan said, "I fully support Mr. Coldham-Fussell's nomination as Chairman. His experience and skill will strengthen Anaconda's aim to be one of the world's leading, independent nickel producer." ANACONDA NICKEL: Murrin Operation Records Rise In Prod ------------------------------------------------------ The Murrin Murrin operation continued solid improvement for the month of March recording production of 2659t of Nickel, 70 percent of design capacity, and 163t of Cobalt. This represents a 47 percent increase in Nickel production compared to our previous best performance of 1805t of Nickel in January. These production levels were above forecast and attributable to the pre-neutralization and other initiatives taken in previous months including the scheduled February shutdown. The strong improvement in operating performance of the plant continued with the following noteworthy milestones: * Significant improvement in metallurgical recoveries to 86 percent (93 percent of design). * The pressure leach autoclaves running routinely at above design capacity. * Successful implementation of a pre-neutralization step to increase plant performance. * Detailed improvements and rectifications made to Fluor's original design through 1999 and 2000. * Refinery performance according to forecast. March quarterly production of 5714t Ni is a 33 percent increase over the previous quarter. The substantial improvement in performance of the operation indicates that the comprehensive strategy and detailed plans in place for the rectification and ramp-up phase of Murrin Murrin are delivering the results envisaged. The financial YTD Nickel production of 14106t is 92 percent of that budgeted for the period. The operations and senior technical team at Murrin Murrin have complete confidence in meeting its ramp up production and cost forecasts. ANACONDA NICKEL: Shareholders Meeting ------------------------------------- Anaconda Nickel Limited has received a formal request from Anglo American plc to hold a meeting to remove the majority of the independent and executive Board, including Ian Delaney of Sherritt International Inc, elected recently by all members of the Board except Anglo representatives. The Committee of Independent Directors of Anaconda was formed to review Anaconda's assets and strategies, reporting the results to shareholders within 120 days. The Independent Directors respond to Anglo's requisition as follows: The Independent Directors are disappointed that Anglo did not seek to join their requisitions within the timeframe set in motion by Anaconda of 120 days, at which point the review previously announced would be completed. By pressing ahead in this way, Anglo apparently seeks to circumvent the announced review of the group's assets and financial options to be reported to all shareholders. The Independent Directors believe that armed with this information, all Anaconda shareholders will be able to make a more informed decision as to the appropriate way forward for the Company. The Independent Directors' proposal of a review followed by shareholders' deliberations is clearly designed to allow shareholders to judge Anglo's proposals from a position of knowledge, within 120 days. Anglo seeks to thwart the review by proposing the opposite sequence. In other words, the commercial effect of this is that it demands shareholders decide on the future of their Company, on an uninformed basis. It then proposes a review. By then, of course, shareholders will be informed, but too late to reverse the change of control, should the Independent Directors' review confirm the assets and strategies. As advised, Anaconda's meeting would also include proposals from any shareholder, including those now tabled by Anglo. In contrast, Anglo requires a meeting to be held in 60 days to remove the Board and executive management, and then take 180 days for an Anglo orchestrated review - some 240 days. The Independent Directors have no doubt that the company has secured some of the world's largest nickel resources, housed in the most hospitable of infrastructure environments. The company would be surprised if Anglo harbors any reservations regarding this assessment of the Company's resource wealth as they had their own team review and verify Anaconda's geological models. The Independent Directors' note that Anaconda's Technical Director Les Stewart recently expressed the view that Murrin Murrin will achieve 100 percent of design capacity, within the fully budgeted (debottle-necking) program. He joins Sandeep Biswas, General Manager of Murrin Murrin and the technical operations team, in his assessment. Biswas ran the key nickel operation for WMC Limited, the Kalgoorlie Nickel Smelter, when its production rose by 25 percent to 30 percent and costs fell. Stewart was nominated to the Board by Anglo Director James Campbell in 1999 and he joined Anaconda in an executive position at the commencement of ramp up, as the technical leader for the Company. Stewart was a long serving senior employee of Anglo and reached the status of Technical Director (South America). In the light of these facts, the Independent Directors urge Anglo to reconsider its approach to the entire matter of control, at the very least so it can be seen to be behaving in a commercially responsible and fair manner. In the interim, Anaconda will continue with its review of assets and options available to shareholders in the interests of all shareholders. ANACONDA NICKEL: Chairman Writes To Shareholders ------------------------------------------------ Anaconda Nickel Limited Chairman Coldham-Fussell wrote the following letter to the company's shareholders: "As this is my first letter to you as Chairman of Anaconda Nickel Limited, I wish to take this opportunity on behalf of the Board and all shareholders to recognize the retirement and enormous contribution of the former Chairman, Mr. Allan Coogan. Without Mr. Coogan's enthusiasm and commitment to Anaconda, your Company would not be recognized as potentially one of the world's leading nickel producers. "While acknowledging Mr. Coogan's contribution, it is also my responsibility to advise you of proposals presented to Anaconda by our largest shareholder, Anglo American plc. The proposals include an attempt to seek control of the Company through management changes as opposed to a legitimate takeover bid. "The Independent Directors of your Company, of which I am one, rejected the Anglo ultimatums and stated their confidence in Anaconda's management team. Anglo sought to discredit the Company in the process and have continued to attempt to disrupt the regard of the Company by investors. The Independent Directors have commenced an independent review of the Company's finances and operations to provide all shareholders the opportunity to judge management's ability to develop Murrin Murrin and the Three Nickel Province strategy in order to fully address the issues. "The Independent Directors' review will take 120 days to complete and shareholders will be advised of the date of that meeting. To date Anglo have advised that they do not wish to delay a shareholders' meeting to allow this information to be given to you. "Attached to this letter is an announcement sent to the Australian Stock Exchange from the Committee of Independent Directors which states the Committee's response to a request from Anglo to convene a meeting within 60 days. "While you will be advised of that meeting within the next few weeks, it is recommended you take no action. The Independent Directors will advise you at the earliest opportunity to allow you to properly vote at the meeting, where your presence (or your proxy) will be extremely important in determining the future of your Company. "You must remember, Anglo's proposals are NOT a takeover bid. There is no premium to shareholders through their actions. Their proposals amount to a grab for management without due regard for reasonable consideration of other shareholders. In this situation, competition to achieve full value for your shares will be virtually eliminated. "I have been a Director of Anaconda for nearly six years and remain as firmly committed now as when I first joined the Board that we have the ability to build a major international mining house with Murrin Murrin as the core. "The Independent Directors acknowledge their responsibility is to choose the best avenue for the Company to deliver wealth to shareholders. "We remain committed to that cause. Please have no hesitation contacting Anaconda Nickel through David Thompson (Tel: 08 9212 8400 or Email dthompson@anaconda.com.au) or visiting our website where we have a dedicated Anglo Issues link. We will continue to keep you informed of all developments." ANACONDA NICKEL: Reports Murrin Operating Costs ----------------------------------------------- The substantial improvement in operating performance of Murrin Murrin (70 percent of design for the month of March) has delivered a continued reduction in unit operating costs. Unit Operating costs per pound of Nickel (after credits) fell in March to US$1.32 which is slightly better than expectations. This C1 cost compares to US$1.85lb in January when production was at 48 percent of design capacity. Assuming commodity and foreign exchange rate consistency the continued reduction clearly indicates that at 100 percent design capacity the C1 unit operating cost of the Murrin Murrin Operation will fall below US$1.00/lb of Nickel as expected. As previously stated, the technical and operational management have complete confidence that Murrin Murrin will meet ramp up production and cost forecasts. Murrin Murrin has performed strongly in the quarter ended March 31, with January and March being most noteworthy (February included a scheduled shutdown), as shown in the following table: JANUARY 2001 MARCH 2001 Production Ni 1,805 2,659 Co 109 163 Notional JV Revenue US$15.29M US$20.87M Production Costs (US$/lb) Ni US$2.49 US$2.07 C1 Cost After Credits (US$/lb) US$1.85 US$1.32 At 70 percent of design capacity, national Joint Venture revenue (at current market prices) for Murrin Murrin was A$41 million per month with cash (C1) operating costs of A$24 million - a C1 margin of A$17 million for the month. As ramp up progress continues this margin is expected to increase significantly. ANACONDA NICKEL: Responds To Anglo ---------------------------------- Anaconda Nickel Limited (Anaconda) has become aware that Anglo American plc (Anglo) has issued a letter to shareholders following the release of its proposals concerning Anaconda's Board and Executive management and requisitioning of a shareholders meeting. Anaconda has not been provided a copy of that letter other than extracts included in the press releases attributed to Anglo. Anglo undertook its initial investment in Anaconda in September 1999 and at that time was fully aware of the status of the construction of the Murrin Murrin Nickel Cobalt Project - which was not completed until December 1999. Mechanical completion of the plant was 12 months late and the plant delivered by Fluor Daniel, the contractor, was not fit for purpose. As Anglo is aware, these issues were outside the control of Anaconda's management. Most importantly it was these circumstances that provided the opportunity for Anglo to make its informed investment in Anaconda. The effect of the delay in the delivery of the plant and the performance Fluor Daniel was expressly recognised by the Chief Executive of Anglo, Mr Tony Trahar, in a letter to Fluor Daniel (dated August 2000) in which he stated "...is affecting both the valuation of Anaconda and the performance of the plant which Fluor Daniel designed and built..." Now, 15 months after mechanical completion, the performance of Murrin Murrin is operating at 70 percent of design capacity with C1 cash costs at US$1.32lb. The ramp-up and commissioning period has also included significant rectification work. Continued ramp-up and cost forecast performance has been confirmed and reiterated by the technical and operations management of Murrin Murrin. Anglo claims that Anaconda has not achieved forecasts however the facts speak for themselves: Q3 2000 FORECASTS TO ACTUAL ANGLO PERFORMANCE PERCENTAGE March Production (tonnes) 2,487 2,659 107% Year to Date (tonnes) 16,219 14,106 87%* Unit Costs US$/lb US$1.46 US$1.32 (US$0.14/lb) (* - Performance against budget was 92 percent year to date) Given the performance of the Murrin Murrin Nickel Cobalt Operations Anaconda shareholders must consider the real reason for the actions taken by Anglo. TERRAPLANET.COM: Requests Suspension ------------------------------------ Terraplanet.com Limited wrote the following letter to the Australian Stock Exchange: "In the interests of shareholders there has been a change in senior management and a new management team put in place at terraplanet Limited. They are currently undertaking a total review of the business and its financial position. "The board believes that the market is not sufficiently informed about the company's financial matters and at this stage it is clear that terraplanet will not meet its Prospectus forecast. "On April 2, 2001, the board removed Lesa-Belle Furhagen as Managing Director (but she continues as a non-executive director of the company.) On the same date the board terminated the employment of Toby Creswell as Editorial Director. At the end of February 2001, the employment of the Chief Operating Officer, Anthony Sive was terminated. "The board has placed appropriate people in management positions and Kelvin Atkinson has been acting CEO since April 2. Request For Suspension "Terraplanet hereby requests the ASX suspend quotation of both its ordinary shares and its options. "The reasons for the suspension are set out in Paragraph 2. "The Company expects the suspension to last until Wednesday May 2, 2001. "The Company expects that the suspension will end by virtue of the company making an announcement as to its financial position. "The Company is not aware of any reason why its ordinary shares and options should not be suspended from quotation. "The Company is not aware of any other information necessary to inform the market about the suspension." TERRAPLANET.COM: Suspended From Official Quotation -------------------------------------------------- The securities of Terraplanet.com Limited has been suspended by the Australian Stock Exchange from quotation immediately, at the request of the company, pending release of an announcement as to its financial position. Security Code: TPL TPLO ================= I N D O N E S I A ================= ARTOSTEX GROUP: Restructuring In Progress ----------------------------------------- The Indonesian Bank Restructuring Agency (IBRA) announced middle of last week the restructuring progress of obligor Artostex Group. The following is the current handling status of Artostex: In Process - 1 debtor MoU To Be Processed - 1 debtor MoU Loan Agreement - 2 debtors Fully Paid - None Legal Action To Be Processed - 4 debtors Total Outstanding - R790.965 billion Artostex Group is comprised of two debtors namely PT Artostex, whose restructuring is still in the process, and PT Polyfin Canggih, which is already in the process of finalizing an MoU. These debtors run their business in textile industry. Shares of this group are direct and indirect owned by PT Artomegah Argasejati, Cemerlang Megah Dian Sejati, PT Artostex and Sinatra Arto Hardy. MODERN GROUP: Restructuring In Progress --------------------------------------- According to Indonesian Bank Restructuring Agency (IBRA), obligor Modern Group's restructuring is in progress. It's current handling status is as follows: In Process: 4 debtors MoU To Be Processed: 1 debtor MoU: None Loan Agreement: None Full Paid: None Legal Action To Be Processed: None Legal Action: None Total Outstanding: R697.070 billion and equal R131.487 billion (representing loan in foreign exchange converted to R) Modern Group comprises to 11 debtors, while four of them are still in process, six debtors in MoU to be processed and one debtor is in legal action namely PT Putra Modern Finance. These companies are operational in property (real estate, hotels, apartments and industrial estate) financial institution and holding company. The majority shareholder of this group is direct and indirect own by Samadikun Hartono. OMETRACO GROUP: Debt Restructuring In Process --------------------------------------------- The debt restructuring of obligor Ometraco Group is already in progress, as announced by the Indonesian Bank Restructuring Agency. The group's handling status is as follows: In Process - 9 debtors MoU To Be Processed - 6 debtors MoU - None Loan Agreement - None Fully Paid - 7 debtors Legal Action To Be Processed - None Legal Action - 1 debtor Total Outstanding - R167.531 billion & equal R578.995 billion (loan in foreign exchange that has been converted to R) Ometraco Group is comprised of 22 debtors. Nine debtors are under initial process of restructuring, two debtors are on the way to MoU process, seven debtors have made full payment (PT Indojaya Agrinusa, Indonesian Pelletizing Co. Ltd., Karya Cipta Nyata Wisesa, Liang Chi Indonesia, Polly Unggul, Supra Aneka Boga, and Supra Sumber Cipta, all totaling R41.739 billion), and four other debtors are under process of legal actions (PT Ometraco Corporation, Ometraco Multi Artha, Ometraco Nederland BV and PT Ometraco). This group runs their businesses in property, poultry industry, interior and exterior, food/beverage, heavy industry and construction, communication equipment, rental service, transportation, expedition/courier service, management consultant and marketing, financial institution, leather product, holding company, processing industry and food and vegetable canning, and industrial estate. Shares of the companies are directly and indirectly owned by Ferry Teguh Santosa. RAJAWALI GROUP: Debt Restructuring In Progress ---------------------------------------------- The Indonesian Bank Restructuring Agency (IBRA) has announced the restructuring progress of obligor Rajawali Group categorized to Top 50. Rajawali Group is comprised of 19 debtors: one is in the initial process of restructuring, one debtor is on the way to MoU process, 14 debtors signed MoU, two debtors signed the Loan Agreement and one debtor has made full payment. The Two debtors that have signed the Loan Agreement are PT Bentoel Prima and PT Tresno. Meanwhile, one debtor, PT Rajawali Adiwisma, which run its business in office building maintenance, has made full payment of R22.661 billion. These debtors run their businesses in the cigarette industry, land transportation, hotels, telecommunication, tourism, office building and holding company. Shares ownership, directly and indirectly,is held by Peter Sondakh. ========= J A P A N ========= CRAYFISH COMPANY: Director Tomita Resigns ----------------------------------------- Following the resignations en masse of auditors of Crayfish Company (TSE:4747), which is an e-mail hosting service provider for small- and medium-sized enterprises, Director Naoko Tomita tendered his resignation Wednesday last week, Asian Wall Street Journal reported late last week, citing a wired report by Dow Jones. Comptroller Yoshio Inoue will take over the director's responsibilities according to a company statement. Moreover, according to a company spokeswoman, there's no plan yet to look for a replacement of Tomita on the board. In light of these resignations, Ben Wedmore of HSBC Securities in Tokyo said, "If this was a venture capital-financed, unlisted company, it would be looking for a trade sale by now. This company isn't going anywhere, but still has too much money to go away." Crayfish President Isao Matsushima, AWSJ reported, explained early this month in a news conference that these resignations ensued after the board rejected the auditors' motion to dismiss Matsushima, which Mr Wedmore believed would likely not happen since the company president still owns about 12 percent stake in the company. Crayfish is currently facing a class action suit in the United States filed on behalf of investors who bought common stock in the U.S., charging the company with "violating federal securities laws by misrepresenting business conditions and the state of Hikari Tsushin's financial conditions at the time of Crayfish's initial public offering (IPO)." Hikari Tsushin Incorporated, a cellular phone distributor, holds the biggest stake in Crayfish. The slump of Hikari's share price, attributed to the finding that the company overstated projections in sales and revenues, has since affected adversely the business outlook of Crayfish. CRAYFISH COMPANY: HTI Demands Dismissal Of Matsushima ----------------------------------------------------- Hikari Tsushin Incorporation, which holds about 40 percent stake in Crayfish Company Limited, has called for the dismissal of Crayfish President Isao Matsushima, Dow Jones Newswires reported Friday last week, through the Asian Wall Street Journal. Hikari Tsushin is alleging that Matsushima breached his fiduciary duties. Crayfish, in response, released an announcement Friday last week, saying that the company is, under current management, drawing up a restructuring plan as quickly as possible. Apart from demanding the dismissal of Matsushima, Hikari Tsushin is urging that the company elect three new auditors to replace those who earlier announced their plans to resign; and appoint Takeshi Tamamura, Koji Yamamoto, Sghengiu Lui, Koh Gidoh and Tatsuya Nakamura as directors. ========= K O R E A ========= HYUNDAI ENGINEERING: Lack Of Interest Slows Recovery ---------------------------------------------------- The self-rescue plans of Hyundai Engineering and Construction are barely making progress, largely contributing to failure to secure buyers for its assets disposal program, The Korea Herald reported Friday last week. So far, only small real estate holdings have been disposed of, which included the steel fabrication plant in Incheon. Hyundai projected to generate W714.8 billion from the disposal of stock and bond portfolio and the real property assets, and last year, the company was able to raise about W1.29 trillion of the target of W1.54 trillion. Properties still to be sold include the Hyundai's headquarters in Kaedong in Seoul, valued at W162 billion, and the site in Gimpo for W55.4 billion. HYUNDAI ENGINEERING: Again Seeks Help From Creditors ---------------------------------------------------- Hyundai Engineering and Construction (HDEC) has requested its creditors extend the maturity of loans worth W300 billion, and corporate bonds amounting to W2.68 trillion, The Digital Chosun reported yesterday. Minister of Finance and Economy Jin Nyum was quoted as saying that the government believes that this will be necessary in the attempts to bailout the company, but adding that "the measure will be taken for just this year and is temporary." Financial Sector Committee Chairman Lee Kun-young said, "there will not be anymore liquidity problems at Hyundai after the measure is implemented." HYUNDAI GROUP: KDB To Buy Bonds Worth W3.79-T From Units -------------------------------------------------------- Four large Hyundai units, a Hyundai affiliate, and Ssangyong Cement are scheduled to receive within this year a total of W5.32 trillion from Korea Development Bank (KDB) for the purchase of corporate bonds, representing 80 percent of the total maturing bonds, The Digital Chosun reported Friday last week. The six units are (with corresponding amount worth of bonds): Hynix Semiconductors, W2.07 trillion; Hyundai Engineering & Construction, W952.6 billion; Hyundai Merchant Marine, W497.8 billion; Hyundai Petrochemical, W272 billion; Ssangyong Cement, W347 billion; and Sungshin Cement, W123.4 billion. All of these firms are Hyundai affiliates, except for Ssangyong Cement. According to KDB President Jung Keun-yong, these firms refinanced matured bonds totaling W1.61 trillion. Only 48 percent of the total amount was covered by KDB. KOREA LIFE: Hanwha Intends To Take Over --------------------------------------- As it aims to branch out into the insurance and finance business, Hanwha Corporation is eyeing the takeover Korea Life Insurance Company, and according to company spokesman Nam Sangyeol, negotiations with life insurers from Japan, United States and Europe are already underway with the purpose of organizing a consortium to tender joint bid to takeover Korea Life, Asian Wall Street Journal reported Wednesday last week. Meanwhile, Korea Deposit Insurance Corporation, which is handling the sale of the troubled life insurer, is scheduled to appoint an underwriter within the next few days before the start of May, AWSJ said citing a report by Naeway Economic Daily. SAMSUNG MOTORS: Creditors To Appoint Lead Manager ------------------------------------------------- Creditors of Samsung Motors Incorporated have yet to decide who will be appointed to lead-manage the sell-off of Samsung Life Insurance shares, which the automaker provided creditors to secure their loans, The Korea Herald reported yesterday citing a creditor bank official. Major creditor Hanvit Bank has already passed a resolution appointing KPMG as lead manager. However, this was opposed by Seoul Guarantee Insurance Company, which claims 52 percent of all Samsung Motors' debts. Contrary to the clamor for the urgency to select a lead manager, Seoul Guarantee is urging the parent Samsung Group to "abide by the agreement before a lead manager is selected." A Seoul Guarantee official said, "In line with the pact, Samsung subsidiaries should assume part of Samsung Motors' debts among themselves." The original agreement with the creditors calls for Samsung to dole out an additional half-a-million Samsung Life Insurance shares to creditors. =============== M A L A Y S I A =============== AUSTRAL AMALGAMATED: SC Approves Proposed Plan ---------------------------------------------- The Securities Commission (SC), via its letter dated April 16, 2001, has approved the following proposed restructuring schemes of Austral Amalgamated Berhad: (a) Proposed capital reduction of the existing issued and paid- up share capital of AAB of RM188,275,313 of RM1.00 each to RM9,413,766 via the cancellation of RM0.95 from the par value of each AAB Share and the consolidation of every twenty ordinary shares of RM0.05 each into one ordinary share of RM1.00 par value; (b) Proposed compulsory exchange of the Consolidated AAB Shares with new ordinary shares of RM1.00 each in FBO on the basis of one (1) FBO New Share for each Consolidated AAB Share; (c) Proposed rights issue of 18,827,536 FBO New Shares at an issue price of RM1.00 each with 18,827,536 together with free detachable Warrants 2001/2004 (with the exercise price of RM1.00 each) on the basis of two Rights Shares with two free detachable warrants for each FBO Share held after the Proposed Capital Reduction and Consolidation and Proposed Share Exchange; (d) Proposed acquisition of the entire equity interest in Eastern Biscuit Factory Sdn Bhd (EBF) comprising 5,000,000 ordinary shares of RM1.00 each by FBO for a total consideration of RM182,453,000, to be satisfied by the issuance of 182,453,000 FBO New Shares at an issue price of RM1.00 per FBO New Share, as opposed to the proposed consideration of RM196,000,000, which was to be satisfied by the issuance of 196,000,000 FBO New Shares at an issue price of RM1.00 per FBO New Share as announced on 27 October 2000; (e) Proposed acquisition of the entire equity interest in Wilayah Leasing Sdn Bhd (WL) comprising 20,000,000 ordinary shares of RM1.00 each into FBO for a total consideration of RM70,000,000 to be satisfied by the issuance of 70,000,000 FBO New Shares at an issue price of RM1.00 per FBO New Share; (f) Proposed restricted issue which entails a proposed subscription by Forad Management Sdn Bhd (FMSB) of 45,000,000 FBO New Shares at an issue price of RM1.00 per FBO New Share for a cash subscription of RM45,000,000, after the Proposed Capital Reduction and Consolidation and Proposed Share Exchange; (g) Proposed issuance of 86,332,000 FBO New Shares and RM37,655,072 nominal value of Redeemable Convertible Loan Stocks (RCLS) (with conversion price of RM1.00 nominal value of RCLS held for one FBO New Share) together with one detachable Warrant (RCLS Warrant) for every RM2.00 nominal value of RCLS pursuant to a proposed creditors scheme; (h) Compulsory sale of the entire RCLS Warrants to FMSB at RM0.10 per warrant; and (i) Proposed listing and quotation of the entire issued and paid-up share capital of FBO, Warrants and RCLS issued pursuant to the Proposals on the Main Board of the Kuala Lumpur Stock Exchange (KLSE). The SC has also considered the proposed utilization of proceeds arising from the Proposed Rights Issue with Warrants and the Proposed Restricted Issue, as illustrated in Table 1. The following conditions must be met in respect of the Proposed Utilization: (a) The approval of the SC is required for any changes in the Proposed Utilization if the said changes involve the utilization for the purposes other than for the core businesses of FBO; (b) Any extension of time for the Proposed Utilization must be approved by the Board of Directors of FBO and should be fully disclosed to the KLSE; and (c) Appropriate disclosure in respect of the status of the Proposed Utilization should be made in the Quarterly Report and Annual Report of FBO until the proceed have been fully utilized. The above Proposals were approved subject to the following conditions: (a) The Company/Alliance is required to inform the SC on the status of the number of Warrants that have been exercised and the utilization of proceeds arising therefrom at the end of each financial year of FBO until the expiry of the Warrants; (b) AAB/FBO is required to fully disclose the risks of the Proposals in the Circular to the their respective shareholders; (c) The vendors of EBF namely FMSB, Teong Hoe Holding Sdn Bhd (THSB) and Dato' Tan Kok Hwa, and WL, namely FMSB, Chong Ching Siew Holdings Sdn Bhd ("CCSH") and Tong Yoong Fatt (Vendors) to adhere to the moratorium condition as provided in Chapter 18 of the SC's Policies and Guidelines on the Issue/Offer of Securities; (d) The profit guarantee agreement provided by the vendors of EBF in connection to the acquisition of EBF by FBO shall include provisions on topping-up to the guaranteed profit notwithstanding the losses that may be incurred by the company within the profit guarantee period from 2002 to 2004; (e) Prior to the completion of the proposed acquisition of EBF by FBO, the vendors of EBF are required to give a confirmation to the SC that they have assumed the outstanding loans taken by EBF to finance the construction of the Kota Sri Mutiara Complex in Kota Bharu and all amounts owing to related companies; (f) Full compliance to the SC's Policies and Guidelines on the Issue/Offer of Securities; and (g) The company/Alliance is required to give a written confirmation to the SC on the conditions imposed by the SC on the Proposed Utilization together with the other conditions as laid out above until such time when the Proposals have been completed. In the same letter, the SC has also approved the proposed exemption of the Vendors from the obligation of mandatory offer on the remaining shares in FBO not already held by them following the Proposals pursuant to Practice Note 2.9.3 of the Malaysian Code on Take-overs and Mergers 1998. Furthermore, the Foreign Investment Committee has approved the abovementioned Proposals on 21 March 2001. SATERAS RESOURCES: SC Postpones Proposal Completion --------------------------------------------------- The Securities Commission (SC), via its letter dated April 18, 2001, has approved a third extension of time for the completion of the Sateras Resources (Malaysia) Berhad's proposed settlement of debts amounting to RM254,170,157 to October 27, 2001. The SC on January 10, 2001 approved an extension of time for the proposal to be completed at the latest by April 27, 2001. The SC stated that its approval for this third extension of time should represent the final extension to be allowed by the SC. All the terms and conditions of the SC's approval for the proposal as contained in their letters dated April 13, 2000 and April 28, 2000 remain unchanged. Profile Sateras Resources (Malaysia) Berhad's (SRM) principal activity prior to 1984 was the manufacture and sale of PVC resins and compounds. SRM diversified into property investment in November 1982 with the acquisition of Development Securities (DSSB), which owned an office building known as Bangunan Sateras. A year later, with the acquisition of Sarawak Motor Industries Bhd (SMI), the company became involved in timber operations and property development, and held contracts to assemble Hino and other heavy commercial vehicles as well as franchises to assemble and sell Toyota land cruisers, Toyota Dyna and BMW passenger cars. SRM transferred its PVC manufacturing operations to then subsidiary Industrial Resins (Malaysia), transforming itself into an investment holding company. However, due to shrinking business and non-renewal of timber licences, SRM disposed of SMI, Bangunan Sateras and Industrial Resins between 1988-89. In search for new earnings base, SRM later branched into the manufacture and sale of water meters, fishing, industrial and agricultural nets, ropes, twines and rice husk boards as well as cocoa planting, education, leisure, property and information technology. Among the property projects associated with the group are the Hefei World Trade Centre in China, an 18-hole Serendah Golf Resort and a mixed-development project in Johor known as the Cosmo City. In education, SRM holds a stake in WIT Education Holdings and Goon Institution. Meanwhile, SRM has teamed up with an Australian-incorporated company to jointly operate, commercialize, promote and develop an electronic cash system known as CYBANK, which offers a secure and simple method of transacting commerce on the Internet. Due to the recession, SRM has proposed a debt-restructuring scheme, which has received an approval-in-principal from 70 percent of the creditors and financial institutions. The scheme proposed debts-for-equity swap with 12 percent accrued interest up to the date of share issuance. In September 1999, the debt-restructuring scheme was approved by the FIC and MITI while the SC's approval was obtained in April 2000. The proposals are currently pending shareholders approvals. SOUTH PENINSULAR: Goes Into Voluntary Dissolution ------------------------------------------------- South Peninsular Industries Berhad (SPI) announced Friday last week that its subsidiary, South Peninsular Philippines, Inc. (SPPI) dissolved voluntarily on April 18, 2001, pursuant to the provisions of Section 16 of the Corporation Code of the Philippines (Batas Pambansa Blg. 68). SPPI was incorporated in Philippines on October 14, 1997 as an investment holding company and has not commenced any operation since its incorporation. The voluntary dissolution of SPPI was undertaken, as there was no immediate and foreseeable investment in Philippines in the future. The voluntary dissolution of SPPI will not have any material impact on the net tangible assets and earnings per share of SPI Group for the financial year ended March 31, 2001. SPORTMA CORPORATION: Bourse OKs Appointment Of SA ------------------------------------------------- Sportma Corporation Berhad (SCB) announced that the Kuala Lumpur Stock Exchange (KLSE) has approved the appointment of the Special Administrators as the Monitoring Accountant (MA) on April 17, 2001. The MA shall report the findings pursuant to Paragraph 6.2 of PN 4/2001 commencing February 15, 2001. Background On September 9, 1999, Pengurusan Danaharta Nasional Bhd appointed the Special Administrators (SA) to manage the affairs of the company. Production activities were reduced to the minimum during the Receiver & Manager's period and during the appointment of the SA. Subsequently the company ceased operations following a Lease Agreement which was executed on December 3, 1999 between the company and Amalgamated Composite Technologies Sdn Bhd (ACT) for the lease of fixed and hire purchase assets of the Company and Silkprint Industries Sdn Bhd. On March 15, 2000, the secured creditor of the company approved a plan as proposed by the SA. The proposed restructuring plan involves cancellation of the entire share premium reserves of Sportma, transfer of Sportma's listing status of Harn Len Corporation Bhd (Harn Len) by way of exchanging 10 existing Sportma shares for one new share in Harn Len, rights issue, injection of profit generating assets, disposal of non-synergistic business and liquidation of existing non-viable and defunct businesses. As a result, shareholders of Sportma will become shareholders of Harn Len; and Sportma will become a wholly-owned subsidiary of Harn Len. Harn Len will thus become the new ultimate holding company of Sportma. Sportma had commenced operations in 1990 producing tennis, badminton, squash and racquetball racquets for leading brands such as Wilson, Spalding, Rossignol, Kneissl and Adidas. S&P FOOD: SC Sanctions Restructuring Plan ----------------------------------------- The Securities Commission (SC) has, via its letter dated April 16, 2001, approved the proposed restructuring plan of S&P Food Industries (Malaysia) Berhad (SPFI). The proposal consists of the following: capital reduction, plan arrangement, rights issue, debt restructuring, claim settlement, acquisition of oil palm estate, capitalization of debts, disposal of existing business. However, the SC's approval of the Proposals is subject to the following conditions: (i) Where the issue price of the Newco ordinary shares to be issued pursuant to the Proposed Rights Issue (Rights Shares) of RM1.00 per ordinary share is at a discount of more than thirty percent from the theoretical ex-rights price based on the five consecutive market days weighted average price of Newco shares on the price fixing date (being a business day after the date of the SC's approval), the promoters and Directors of Newco are required to give an undertaking to the SC that they would not dispose of their shares from the ex-date of the shares until ten market days after the listing of the Rights Shares; (ii) The conversion price of the five-year 4 percent irredeemable convertible unsecured loan stocks (ICULS) must be fixed at a discount not exceeding 10 percent from the five consecutive market days weighted average price of Newco shares on the price fixing date (being a business day after the date of the SC's approval), or at the par value of Newco ordinary shares, whichever is the higher; (iii) The issue price of the Newco ordinary shares to be issued pursuant to the Proposed Acquisition of New Businesses, Proposed Acquisition of Oil Palm Estate and Proposed Capitalization of Debts must be fixed at the theoretical ex-all price based on the five (5) consecutive market days weighted average price of Newco shares on the price fixing date (being a business day after the date of the SC's approval), or at the par value of Newco ordinary shares, whichever is the higher; (iv) Any amendments to the terms and conditions for the issuance of the ICULS in Newco is subject to the prior approval of the SC and a copy of the signed trust deed is to be furnished to the SC; (v) The following must be obtained or completed prior to the issuance of the Abridged Prospectus: (a) Approval for the renovations carried out at Prolific Yield Sdn. Bhd. ("Prolific")'s property located at Lots 39 & 40, Block C, Taman Indah Jaya Phase 4A, Mile 4, Jalan Utara, Sandakan, Sabah; (b) Approval for the change in land title condition to appropriately reflect the usage of land on which the palm oil mill of Prolific is located; (c) Endorsement of Ultisearch Trading Sdn. Bhd.'s property for oil palm cultivation; (d) Transfer of ownership rights in PHLim Estate to Newco/Sri Likas Mewah Sdn. Bhd.; and (e) Transfer of ownership rights in Hiew & Pang Estate (A) and Malgreen Estate, as well as the sublease of Hiew & Pang Estate (B), to Newco/Bakara Sdn. Bhd.; (vi) In relation to the Proposed Disposal of Existing Business, the following conditions must be fulfilled: (a) The current Directors of SPF are required to confirm to the SC that they have considered all relevant factors in relation to the disposal and are of the opinion that the disposal of the entire existing business of SPF together with all contingencies is in the best interest of the shareholders of SPF; and (b) SPF is required to make full disclosure of all information in relation to the disposal (inclusive of contingencies) in its circular to shareholders so as to enable the shareholders to make an appropriate evaluation of the Proposed Disposal of Existing Business; (vii) A moratorium is imposed on the sale of shares by the vendors where they are not allowed to sell, transfer or assign 50.0 percent of their Newco ordinary shares issued to them pursuant to the Proposed Acquisition of New Businesses, Proposed Acquisition of Oil Palm Estate and Proposed Capitalization of Debts for at least one year from the date of listing on the Kuala Lumpur Stock Exchange (KLSE), as set out in Chapter 18.09 (5) of the SC's Policies and Guidelines on Issue/Offer of Securities. Thereafter, they are allowed to sell, transfer or assign only up to a maximum of one-third per annum (on a straight line basis) of their respective shares under moratorium on sale. In the case where the affected shareholder is a private holding company, every shareholder of the private holding company (if an individual) or ultimate individual shareholder (if the shareholder of the private holding company is another private holding company) must give an undertaking that he will not sell, transfer or assign his shareholding in the related private holding company during the moratorium period. The vendors who are subject to the moratorium, their shareholdings in Newco after the Proposals and their respective number of shares under moratorium are set out in Table 1; (viii) The promoters and Directors of Newco will not be involved in new businesses that will be in competition/conflict with the existing business of Newco and the companies to be acquired pursuant to the Proposed Acquisition of New Businesses (Newco Group). Furthermore, any existing interests or involvement of the promoters and Directors of Newco in such businesses, and the steps proposed to mitigate such conflict, if any, should be disclosed in the Abridged Prospectus of SPF/Newco; (ix) Any future transactions between the Newco Group and companies related to the promoters, Directors and substantial shareholders of Newco must be at arm's length. The Audit Committee of Newco is required to monitor and the Board of Directors is required to report such transactions, if any, in the Annual Report of the Newco Group every year; and (x) Commerce International Merchant Bankers Berhad and SPF/Newco are required to fully comply with all requirements in relation to the Proposals as provided under the SC's Guidelines. 2. The SC, however, has rejected SPF's application to transfer the listing status of Newco from the Second Board to the Main Board of the KLSE as the profit record of the assets to be injected into Newco does not meet the criteria to be considered on a proforma basis as stipulated in the SC's Guidelines. 3. SPF is required to seek legal advice, and if necessary, take the appropriate legal action against its former Director in connection with the suit filed by SJ Securities Sdn. Bhd. against SPF. SPFI had on August 16, 2000 proposed to undertake a capital reduction and scheme of arrangement involving incorporation of a new investment holding company (Newco), where the existing shareholders of SPFI will have their respective consolidated SPFI shares cancelled and exchanged with Newco shares. Upon completion of the proposed scheme, SPFI proposes to undertake a rights issue and a debt restructuring that will provide settlement of the Group's financial obligations by cash repayment and the issuance of ICULS in Newco, and the settlement of a claim by a stockbroking company also by an issuance of ICULS in Newco. In addition, SPFI proposes to acquire equity interests of 15 companies involved in operation of oil palm and cocoa plantations and timber extraction, provision of equipment hiring services, timber log trading, and provision of plantation management services. SPFI also proposes to acquire two oil palm estates. Following this, Newco will dispose of the existing business of SPFI via the disposal of SPFI and its existing subsidiaries to Simfoni Melangit Sdn Bhd. An application will be made to delist SPFI from the Second Board of KLSE upon completion of the proposed scheme and to subsequently list Newco on the Main Board of KLSE. Upon completion of the restructuring exercise, the company's core business is expected to be changed to "Plantation". SPFI had been involved in the manufacture, and trading of coconut cream powder locally known as "Instant Santan" with the technical back-up and research support of the Malaysian Research and Development Institute (MARDI) in early 1983, and started commercial production in May 1985. UNITED ENGINEERS: Receives Order Re Ex-Parte Petition ----------------------------------------------------- United Engineers (Malaysia) Berhad, on April 17, 2001, obtained an order from the High Court of Kuala Lumpur on its ex-parte application against its 51 percent-owned subsidiary, UEM Genisys Sdn Bhd (UEG). The order, among others, includes: 1. Restraining UEG and its servants and/or agents from dealing with any and all of its assets until further order; 2. UEG is compelled to produce a copy of all its audited accounts for the year ended December 31, 1999 and all its Management Accounts to date and an account of all assets, receipts and expenditure from January 1, 1999 till to date within 14 days from the date of the Court Order; 3. Restraining Mr Seow Boon Cheng from exercising his powers as Chief Executive Officer and/or managing and/or controlling UEG in any way whatsoever save to affirm the affidavit referred to above; and 4. Restraining UEG and/or its servants and/or agents from undertaking the following acts unless the same have been approved by a majority of shareholders of UEG in general meeting: (a) The borrowing of any moneys; (b) Entry by UEG into any new contractual obligations whatsoever; (c) The acquisition by UEG of any assets worth RM1,000 or more; (d) Initiating and/or commencing any fresh legal suits, actions or other legal proceedings of any kind whatsoever; and (e) The engaging of any key personnel of UEG. UEG was incorporated on July 12, 1993 with principal activities in mechanical and electrical engineering works. The authorized capital of UEG is RM5.0 million while its issued and paid up capital is RM2.0 million. UEM has 51 percent equity interest in UEG while the remaining equity interest is held by Genisys Integrated Engineers Pte Ltd (GIE), a company incorporated in Singapore. The day-to-day management of the business and affairs of UEG is delegated to a nominee from GIE. The ex-parte application was made by UEM pursuant to a petition to the High Court of Kuala Lumpur under Section 181 of the Companies Act, 1965 on the grounds of oppression of UEM's rights as a shareholder of UEG. The order was served on UEG on April 18, 2001. The above litigation action against UEG has no material financial impact on UEM for the financial year ending December 31, 2001. ===================== P H I L I P P I N E S ===================== ASB GROUP: Creditors Asks SEC For Liquidation --------------------------------------------- Creditors of ASB Group of Companies have filed separate motions with the Securities and Exchange Commission (SEC) persuading the agency to order the liquidation of the company, instead of pushing through with its proposed rehabilitation plan, Business World reported late last week. These creditors include Allied Banking Corporation, Metropolitan Banking Corporation, United Coconut Planters Bank, Rizal Commercial Banking Corporation, and Equitable-PCI Bank. According to the rules of corporate rehabilitation, the SEC cannot sanction a corporate rehabilitation plan if majority of the creditors object to the plan, unless in cases that these objections are "unreasonable". Banks, such as Philippine National Bank (PNB), BPI-Far East Bank and Trust Co. (BPI-FEBTC) and Development Bank of Singapore (DBS), have earlier raised their contentions against ASB's proposed rescue plan. PNB, as quoted by World, objects to the proposed concept of having an asset pool in the said rescue plan. It said, "[It] is detrimental to the satisfaction of the mortgage obligation because the mortgagee banks will be made to waive a substantial portion of their mortgage credit in favor of unsecured creditors." Apart from that, the plan's proposed debt interest, including charges, waiver, as one of the means to settle the company's obligations is also being assessed by PNB as "too onerous and burdensome", the report said. PNB reasoned that this proposed waiver could "only commence upon the actual turnover of the titled to be dacioned in favor of the bank." BPI-FEBTC, from its end, called the rehabilitation plan as "violative of the constitutional principle against non- impairment of contracts." ASB owes P86.8 million to BPI-FEBTC, an amount secured by a real estate mortgage over two properties, the report said. SEC earlier ruled a moratorium on ASB's debt servicing, which was sought by the property group following it defaulted payments on debts and obligations totaling more than P12.7 billion. The debt moratorium is effective until September 1. URBAN BANK: Exportbank Wants Gov't Protection --------------------------------------------- Export and Industry Bank (Exportbank), which has joined forces with the National Association of Urban Bank Inc/Urbancorp Investments Depositors and Creditors (Naud), is seeking government's assurance that it will be given a shield from lawsuits with regard to its proposed merger with Urban Bank, Business World reported Friday last week. In addition, Exportbank Chairman Sergio Ortiz-Luiz told Business World Exportbank also wants an assurance from the Philippine Deposit Insurance Corporation (PDIC) that Urban Bank's finances bears no "undisclosed liabilities." Ortiz-Luiz added, "We're still negotiating certain aspects because we ended up as sole proponent. We are asking for certain guarantees." However, according to PDIC Chairman Norberto Nazareno, PDIC cannot give such assurances to Exportbank, adding that the deal should be dealt with "as is, where is". Moreover, PDIC might be asking Exportbank for a purchase bond of an amount that has yet to be determined. The joint proposal of Exportbank and Naud for the rehabilitation of closed Urban Bank is hinged on the proposed conversion of deposits and placements totaling P1.25 billion, or 10 percent of the entire Urban Bank deposits, to equity. Also, in accordance with the plan, Exportbank, World said, will inject fresh capital of P300 million, and eventually merge with Urban Bank to create a capital base of over P6 billion. Earlier, PDIC has approved to provide financial aid to Exportbank and Naud worth P1.5 billion. =============== T H A I L A N D =============== EMC PUBLIC: Court To Consider Rehab Plan ---------------------------------------- EMC Public Company Limited announced that the Bankruptcy Court has scheduled consideration of the company's rehabilitation plan on April 30, 2001 at 9.30 a.m., at the Bankruptcy Court, 14 17th floor Bangkok Insurance Building, Sathorn Tai Road, Sub district of Thungmahamek, District of Sathorn, Bangkok. The company will notify the court's order to the Stock Exchange of Thailand onwards. EMC Public Company Limited engages in construction contractor business. The group, comprising of 6 firms, can be classified into 5 business lines as follows: 1. Electrical and mechanical engineering. This business line, served by EMC Public Company Limited, concentrates in installation of utilities, including air conditioning, electrical, fire protection, plumbing & sanitary, and security systems. 2. Oil, gas, energy and petrochemical engineering. This business line, served by KEC group (wholly owned by EMC), involves in structural steel fabrication, pipelines, process piping, equipment installation, tank farm and general construction works. 3. Environmental engineering. Served by Hydrotek Company which EMC hold 100 percent stake, specializes in design and construction of water management, waste water management, hazardous management, solid waste management and air pollution control. 4. Infrastructure construction. Sahakarn Wisavakorn Company Limited (99 percent held by EMC) is organized to cover basic transportation infrastructure such as highways, bridges, aviation & airports, jetties, dams and utilities for government and municipal facilities. 5. General Construction. BIP Engineering and Construction Company Limited (100 percent held by EMC) is responsible for this area of construction and utilities, including general construction work for industrial plant, high-rise building as well as utility system installation for each project. MEDIA OF MEDIAS: Court Extends Submission Date ---------------------------------------------- Pursuant to the acceptance of the company 's petition by the Bankruptcy Court on December 1, 2000 and the appointment Media of Medias (Public) Company Limited as the planner, Media of Medias Public Company Limited as the planner has requested the Court on March 28, 2001 for an extension to submit the rehabilitation plan to the official receiver in bankruptcy in reorganization case. The Court accepted the extension for another month to May 4, 2001. SUN TECH GROUP: Creditors OK Rehab Plan --------------------------------------- At a meeting held on April 9, 2001, creditors of Sun Tech Group Public Company Limited approved a resolution allowing the company to implement a rehabilitation plan. Creditors who attended the meeting and submitted their votes, comprised 61.36 percent of total debts of the company. The court has set the new date to consider the plan on May 3, 2001 at 1:30 pm. THAI KAWASHIMA: Stops Operations, Asks For Liquidation ------------------------------------------------------ Thai Kawashima Interior Company Limited has ceased its operations and has applied for liquidation. The company, whose registered office is at 889 Thai CC Tower, Room 152, 15th Floor, South Sathorn Road, Sathorn, Bangkok, is a manufacturer and distributor of furniture and interior design services. It has a registered capital of Bt20 million, with investment of 15 percent of registered capital, or Bt3 million. After liquidation, the company's account is left with Bt5,036,543.59 in cash. The company will receive Bt755,481.50 from its investment, and therefore, incurred loss of Bt2,244,518.50. S U B S C R I P T I O N I N F O R M A T I O N Troubled Company Reporter -- Asia Pacific is a daily newsletter co-published by Bankruptcy Creditors' Service, Inc., Trenton, NJ USA, and Beard Group, Inc., Washington, DC USA. Lyndsey Resnick, Ronald Villavelez, Maria Vyrna Ni�eza, Editors. Copyright 2000. All rights reserved. ISSN: 1520-9482. This material is copyrighted and any commercial use, resale or publication in any form (including e-mail forwarding, electronic re-mailing and photocopying) is strictly prohibited without prior written permission of the publishers. Information contained herein is obtained from sources believed to be reliable, but is not guaranteed. The TCR -- Asia Pacific subscription rate is $575 for 6 months delivered via e-mail. Additional e-mail subscriptions for members of the same firm for the term of the initial subscription or balance thereof are $25 each. For subscription information, contact Christopher Beard at 301/951-6400. *** End of Transmission ***