/raid1/www/Hosts/bankrupt/TCRAP

/raid1/www/Hosts/bankrupt/TCRAP_Public/010501.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, May 1, 2001, Vol. 4, No. 85 Headlines A U S T R A L I A AUSTRALIAN DERIVATIVES: Creditors' Decision Pending BRUSH-FABRICS: Ex-Workers Seeking $1-M In Claims HUNTER SPECIALTY: Restructuring In Final Phase MACQUARIE CORPORATE: Appoints John Priest As Chairman OBJECTIF TELECOMS: Wins INMS Litigation PMP LIMITED: ACCC To Oppose Merger TRADEHOUSE INTERNATIONAL: Enters Into MoU With CRM C H I N A & H O N G K O N G GUANGZHOU SHIPYARD: Posts 728-M Yuan Loss HONGGUANG: Exchange Gives Last Chance NONGSHANGSHE: Exchange Gives Another Six Months SHANGHAI NARCISSUS: Top Exec Assures Shareholders SHUANGLU: Exchange Extends Deadline For Delisting I N D O N E S I A ASTRA INTERNATIONAL: Outlook Bleak, Analysts Say GARUDA INDONESIA: Restructuring To End In June J A P A N SOGO COMPANY: Police Say Mizushima Hiding Assets K O R E A DAEHAN FIRE: Revised Plan Due For Friday Filing HYNIX SEMICON: Creditors Seek Gov't Guarantee On Bonds HYUNDAI ENGINEERING: CEO Kim Resigns HYUNDAI MERCHANT: Cuts N. Korea Cruises By Half KOREA LIFE: Gov't To Take Legal Action SSANGYONG INFO: Sell-Off To Be Completed In October M A L A Y S I A CHASE PERDANA: Explains Deviation In Results CHASE PERDANA: Tripartite Deal Terminated DUNHAM-BUSH: Announces Disposal Of Unit TONGKAH HOLDINGS: Sells Pantai Stake ZAITUN INDUSTRI: Added Info On Petition ZAITUN INDUSTRI: Winding Up Petition P H I L I P P I N E S ASB GROUP: SEC OKs Rehab Plan METRO PACIFIC: Searching For Foreign Investment T H A I L A N D NATIONAL FERTILIZER: Reports Meeting Results PREECHA GROUP: Results Of S-Holders' Meeting SANYO UNIVERSAL: Trading Suspended SIAM SYNTECH: Posts Net Loss Of Bt252.44-M - - - - - - - - - - ================= A U S T R A L I A ================= AUSTRALIAN DERIVATIVES: Creditors' Decision Pending --------------------------------------------------- The creditors of the Australian Derivatives Exchange (ADX) were scheduled to vote yesterday against the company's liquidation. Creditors wish to sanction an asset disposal program, and give another 60-day allowance for ADX directors to draw up a deed of company arrangement (DCA), Asian Wall Street Journal reported Friday last week. "We are still in heavy negotiations with a number of different parties on the sale of the assets," the founding partner of administration company Prentice Parbery Barilla (PPB), Stephen Parbery said, adding that ongoing talks could be wrapped up in the next two weeks. "It's in everyone's interest to avoid going into liquidation," he said. If liquidated, the company could face charges of insolvent trading, which is contrary to the provisions in the Corporations Law. It is unknown exactly how may unsecured creditors would surface according to the administrators' statement. ADX began trading on January 12 this year, a month after the Australian Securities & Investments Commission's approval, Journal said. ADX defaulted on its monthly superannuation payments starting in November, the same month it agreed with ATOS Euronext, the supplier of Nouveau Systeme de Cotation trading system, to extend the credit terms. BRUSH-FABRICS: Ex-Workers Seeking $1-M In Claims ------------------------------------------------ Ninety former workers of Brush-Fabrics (Australia) Pty Limited, the folded Victorian textile mill, are after the company with claims amounting to no less than A$1 million in wages and six- months' supperannuation entitlements, The Herald Sun reported Friday last week. According to Michele O'Neil, state secretary of the Textile, Clothing and Footwear Union, Brush owes debts over $5 million to creditors including major secured creditor ANZ Bank. After the textile firm shut down operations Tuesday last week, R.I.E. Nominees Pty Limited immediately appointed Joseph Loebenstein of chartered accountants Green and Sternfeld to the company as its receiver and manager. Thursday last week, Loebenstein issued a memo addressed to all employees saying that an inquiry into the company's business operations would soon start. The inquiry will determine if the company is still fit to reopen, even with a cut workforce. The Australian textile industry has been beset with problems arising from importation due to the breakdown of tariff barriers. HUNTER SPECIALTY: Restructuring In Final Phase ---------------------------------------------- Australian Overseas Resources Limited is at the final stages of restructuring the Hunter Specialty Steels Project, which will develop and operate a stainless and specialty steel plant in the Hunter region, north of Sydney. The restructuring includes: * The introduction of major international companies as equity participants; * A comprehensive funding package; * A firm offtake arrangement to secure advantageous export credit guaranteed loans; Details of this restructuring, which will accelerate development of the Hunter Specialty Steels Project will be announced to the market next month, after the signing of final agreements. MACQUARIE CORPORATE: Appoints John Priest As Chairman ----------------------------------------------------- Macquarie Corporate Telecommunications announced that John Priest, former CFO of Coca-Cola Amatil and an experienced director for a number of corporations and organizations, has been appointed non-executive director and Chairman of the Board. Priest, 52, was appointed at a board meeting on Friday, April 27. Priest has more than 30 years of domestic and international experience in finance, sales, marketing and technology with major global companies. He served as CFO and Director of Corporate Development at Coca-Cola Amatil for 14 years. Since leaving the company in 1999, Priest has advised a number of start-up technology companies on arranging seed funding and establishing commercial strategies. Priest is currently a non-executive director of Sydney Water; Chairman of FuCell, a biotechnology company associated with the University of New South Wales; and Chairman of SCEGGS Darlinghurst Ltd. He is also Chairman of Apollo Capital, a private venture capital fund. Priest, who provided advice to Macquarie during its public listing process in 1999, said: "As a shareholder since the Company listed, I am keenly interested in the future development of Macquarie's business for the benefit of all shareholders." Priest is currently interviewing a number of strong candidates to fill two remaining non-executive director positions and expects to make an announcement on those appointments shortly. "While I am confident in the Company's business, it is appropriate as our new Board forms that we conduct a disciplined and comprehensive review of the Company's business operations, and we will begin this examination when the new Board is in place," he said. Priest said he is encouraged by a number of Macquarie's business strengths: * The Company has a solid base of more than 1,500 corporate customers. * Its balance sheet is strong, with significant amounts of cash and no corporate debt. * Over the past year, the Company has largely completed its capital expenditure program and does not have any plans for significant capital expenditures in the coming year. * In addition, Macquarie recently signed a formal Carriage Service Provider Agreement with Telstra and also resolved long- standing billing disputes with Telstra. These agreements provide greater clarity and certainty for the Company and its customers and strengthen Macquarie's commercial relationship with its largest supplier. In regard to recent media speculation about possible corporate transactions involving Macquarie, the Company believes that it is neither legally required nor commercially prudent for corporations to disclose exploratory approaches they receive from time to time from various third parties and their investment banking advisers about potential corporate transactions. The vast majority of these approaches never advance beyond an initial phone call and no formal meetings or discussions ever take place. In the interests of maximizing shareholder value, Macquarie will consider reasonable approaches and evaluate them on their merits. OBJECTIF TELECOMS: Wins INMS Litigation --------------------------------------- Objectif Telecommunications Limited announced Thursday last week that it had successfully defended its intellectual property rights in legal action bought against the company on December 27, 2000, by Industry Number Management Services Limited (INMS). The announcement followed the decision April 25 by the Supreme Court of New South Wales to deny INMS access to proprietary source codes for Objectif software that had been used in the INMS Number Portability System. The Court also ordered that INMS pay 50 percent of Objectif's legal costs. "Defending ourselves in this legal action was an unwanted necessity and we're relieved and encouraged by the Court's favourable decision to enable Objectif to successfully protect our intellectual property rights," said Objectif's founder and CEO, Jeff Mills. "The impact of the Court's decision resonates in the very heart of our business. We enjoy strong, long-term relationships with Australian and international customers for whom we have developed high-quality, innovative software for over eight years. "This innovative technology is the foundation of Objectif's business. Our intellectual property, and the Court's decision, are paramount," said Mills. Despite the legal action brought against it by INMS, Objectif said that it sincerely hopes the two companies can move beyond this dispute and rebuild a constructive relationship where Objectif will support its software within the INMS System - a move that Objectif believes is in the best interest of Australia's number portability system, and the customers who use it. INMS is an independent telecommunications industry company, formed by the participating telecommunications carriers, including AAPT, Cable & Wireless Optus, Primus, and Telstra. PMP LIMITED: ACCC To Oppose Merger ---------------------------------- The Australian Competition and Consumer Commission announced Friday that it would oppose the proposed merger between Independent Print Media Group and PMP Limited. IPMG and PMP are both involved in publishing, printing and magazine distribution. "The proposed merger raises substantial competition concerns in respect to both printing and magazine distribution such that it is likely to result in a breach of section 50 of the Trade Practices Act 1974," ACCC Chairman, Professor Allan Fels, said. "Section 50 prohibits mergers and acquisitions that will have the effect, or are likely to have the effect, of substantially lessening competition in a market. "IPMG and PMP are the two largest commercial printers in Australia. They own the majority of heat set web presses in Australia. These presses are used to produce high volume magazines, newspaper inserts and retail catalogues. The merger of PMP and IPMG would give them more than 75 percent of this market, worth in excess of $1.5 billion per annum". Market inquiries were conducted with a large number of customers with varying printing needs. These inquiries indicated that smaller printers using other printing processes such as sheet fed printing are unlikely to provide a competitive constraint to the merged parties. Inquiries also indicated that the potential for magazines, inserts and retail catalogues to be printed overseas is limited. The ACCC also concluded that the proposed merger is likely to result in a substantial lessening of competition in the Australian market for distribution of magazines to retail outlets. "Magazine publishers rely on distributors to manage the supply of their publications to the large number of retail outlets which sell magazines. The merger of the distribution businesses of IPMG and PMP would give the merged firm more than 50 percent of the distribution market, with much of the remainder controlled by a subsidiary of Australia's largest magazine publisher, ACP. "The proposed merger raises significant concerns as to the ability of independent magazine publishers to secure competitive distribution." TRADEHOUSE INTERNATIONAL: Enters Into MoU With CRM -------------------------------------------------- Tradehouse International Ltd has entered into a memorandum of understanding (MoU) with the CRM Group. The MoU acknowledges the two parties will work together to assess opportunities and facilitate the entry of Tradehouse into the New South Wales market in the area of debt purchasing and mercantile services. The CRM Group incorporates Commercial Recovery Management Pty Ltd and Commercial Protection Services Pty Ltd. Predominantly operating in the debt purchasing and collection fields in Sydney and Melbourne. Terry Dunn, Managing Director of the CRM Group, has extensive experience in the debt purchasing and mercantile fields. Tradehouse expects to enter into more formal arrangements with the CRM Group and Dunn pending the outcome of the initial discussions between the parties. ================================ C H I N A & H O N G K O N G ================================ GUANGZHOU SHIPYARD: Posts 728-M Yuan Loss ----------------------------------------- Guangzhou Shipyard International reported a 728.71 million yuan net loss last year after higher than expected development costs on two new buildings and continuing problems with several mainland international trust and investment companies. Turnover last year was down slightly to 2.22 billion yuan against 2.28 billion yuan in the same period in 1999. Guangzhou Shipyard said it has made additional provisions of 350.43 million yuan. HONGGUANG: Exchange Gives Last Chance ------------------------------------- The Shanghai Stock Exchange has given loss-making firm Hongguang, which is currently under the particular transfer (PT), six months to recover and stop its losses or be delisted, World News Connection reported middle last week. NONGSHANGSHE: Exchange Gives Another Six Months ----------------------------------------------- The Shanghai Stock Exchange has given particular transfer (PT)- listed firm Nongshangshe six more months to execute its rescue plan. Otherwise, it will be delisted, World News Connection reported Wednesday last week. SHANGHAI NARCISSUS: Top Exec Assures Shareholders ------------------------------------------------- A high-ranking executive of delisted Shanghai Narcissus Electric Appliances Company (PT Shuixian) assured shareholders that nothing will be altered in the company's current financial standing, and that the Narcissus will continue to uphold the interests of its shareholders and creditors, World News Connection reported. The same official also apologized to the company's shareholders and asked for their forgiveness with regard to the delisting. No winding up petition or declaration of bankruptcy has been taken against Narcissus, which promised earlier to take its responsibilities in compliance with the law. Monday last week, Narcissus set a record for being the first company delisted from the exchange since the securities market was first established in the late 1980s. SHUANGLU: Exchange Extends Deadline For Delisting ------------------------------------------------- Shuanglu has a chance to survive in the market, if within the next six months it can implement its recovery plan. The Shanghai Stock Exchange says it has shifted the deadline for the delisting of loss-making Shuanglu (Double Deer). Shanglu is in the `particular transfer' category, World News Connection reported Wednesday last week. ================= I N D O N E S I A ================= ASTRA INTERNATIONAL: Outlook Bleak, Analysts Say ------------------------------------------------ Analysts see a bleak year for Indonesian automaker PT Astra International (ASI), and warn that this year's huge foreign- exchange loss and a 15-percent drop in domestic car sales could weigh down on the Indonesian automaker's operating profit, Asian Wall Street Journal reported late last week. The group's foreign-denominated debts could have mounted to US$1.2 billion, and thus it might be having a difficult time raising sufficient cash to service principal payments of US$205 million and Rp316 billion. Vickers Ballas said Astra would have to incur interest payments of Rp51.8 billion for the current year. Equity research head of Bahana Securities Paul Dammkoehler said, "Basically you've got another year of Astra surviving just to make enough money to offset their forex losses." He added that on the basis of the current foreign exchange standing of the rupiah against the dollar, Astra may post a foreign exchange loss of Rp2.5 trillion, making it necessary for the company to conduct a rights issue and assets disposal. The option mentioned bothered analyst Aripitoyo at Sassoon Securities. "..the problem is, if they have to sell some assets, because of the current instability, they would have to sell them at a very low price." In 2000, a banner year for Astra, the carmaker's sales revenues rose 92 percent to Rp28.585 trillion on 196,887 units sold, 24 percent of which was made in foreign market. Despite the figures, the report said, the company still incurred net losses totaling Rp238.56 billion attributed to forex loss of Rp2.52 trillion. GARUDA INDONESIA: Restructuring To End In June ---------------------------------------------- Garuda Indonesia, the nation's carrier, expects to wrap up its debt restructuring program by June, as it hopes to finalize its debt deal with creditors involving debts amounting to US$1.2 billion, Asia Pulse reported Friday last week, citing the airline's finance director Emirsyah Satar. As of last year, Garuda owes debt obligations totaling US$1.6 billion, including unpaid rents for 11 Boeing 737s amounting to US$420 million, and the US$610 million from the purchase of six planes through a consortium in the European Credit Agency (ECA), among others. Garuda's restructuring program was approved by the Committee for Financial Sector Policies. ========= J A P A N ========= SOGO COMPANY: Police Say Mizushima Hiding Assets ------------------------------------------------ Sogo Company's former Chairman Hiroo Mizushima, according to the Tokyo police, is hiding his assets reportedly worth Y155 million to shield them from creditors, Mainichi Shimbun reported yesterday. Mizushima, 89, however, denied this. An MPD inquiry further added these assets were withdrawn from his bank accounts last year and that the police suspect he sold his real property assets. Mizushima owes Y11 billion to Industrial Bank of Japan (IBJ) as a guarantor. Mizushina denies these allegations. He said, through his lawyer, "I withdrew cash to hire lawyers. I only returned the real estate property (to his brother) because it was loan collateral." Police findings reveal the transfer of ownership of his properties to his brother-in-law on June 30, registered six days after Sogo's collapse. ========= K O R E A ========= DAEHAN FIRE: Revised Plan Due For Friday Filing ----------------------------------------------- Daehan Fire and Marine Insurance Company is set to submit its revised management improvement plan to the Financial Supervisory Committee on Friday, and hopes to get the panel's endorsement or the company will face liquidation, The Korea Herald reported yesterday. An official at Daehan told Herald, "We are negotiating with reliable foreign financial companies to attract capital. We will try to submit a reform program that will meet the needs of FSC." HYNIX SEMICON: Creditors Seek Gov't Guarantee On Bonds ------------------------------------------------------ Creditors of Hynix Semiconductor Incorporated are seeking the government's payment guarantee provision on 70 percent of the total value of Hynix bonds, which they intend to purchase, Asian Wall Street Journal reported over the weekend, citing a report by the Korea Economic Daily. The payment guarantee could be funneled through the state-run credit guarantee fund. The purchase of about W1 trillion worth of convertible and corporate bonds was recommended earlier by Hynix lead-manager Salomon Smith Barney (SSB). HYUNDAI ENGINEERING: CEO Kim Resigns ------------------------------------ Hyundai Engineering & Construction CEO Kim Yoon Kyu was expected to resign yesterday from his post in the ailing construction firm amid the company's battle with unpaid contracts and debts totaling US$3.4 billion, Bloomberg reported yesterday, citing company spokeswoman Chung Min Ah. Kim, according to the report, was set to make his announcement yesterday morning in a press conference at the company's head office in downtown Seoul. A company statement further said Shim Hyun Young, who once served as CEO in the company in 1996 and is currently at the helm at the affiliate Hyundai Engineering Plastic Company, will take over Kim's post. The board of directors of Hyundai Engineering had earlier approved the appointment of Shim. HYUNDAI MERCHANT: Cuts N. Korea Cruises By Half ----------------------------------------------- Hyundai Merchant Marine has cancelled 8 Mount Kumgang trips slated between today and May 15, citing the dwindling number of tourists, The Korea Herald reported over the weekend. This report paved the way for speculations that there was no agreement reached in the negotiations between Hyundai Group Chairman Chung Mong-hun and the North Korean government for a 50-percent reduction in the US$12-million monthly tourism fees. The talks took place during the former's visit to North Korea. Hyundai Asan President Kim Yoon-kyu said that the group will schedule another round of negotiations with the Korean government. KOREA LIFE: Gov't To Take Legal Action -------------------------------------- Shareholders and management of the defunct Korea Life Insurance (KLI) may be facing legal action, as the government intends to file suits against them, The Korea Herald reported over the weekend. An official at the Korea Deposit Insurance Corporation said, "We will launch an investigation into two or three institutions into which public funds were funneled starting in late May or early June when the ongoing investigations into now-defunct financial institutions are completed." The report said "the revised law for depositor protection allows the government to inspect not only closed financial institutions but also those still operating." This allows the government to raise charges against the insolvent financial institutions' management and shareholders. The first casualty of this undertaking will be Korea Life Insurance, whose former Chairman Choi Soon-young is currently facing a legal battle filed against him by the life insurer claiming compensation for the damage Choi allegedly caused to the company. SSANGYONG INFO: Sell-Off To Be Completed In October --------------------------------------------------- The divestment of Ssangyong Cement's controlling stake in Ssangyong Information and Communication Company (SICC) should be completed in October, according to Ssangyong Cement's major creditor Cho Hung Bank, The Digital Chosun reported over the weekend. Cho Hung also said negotiations with prospective foreign investors are currently underway. This asset divestment is part of Ssangyong Cement's rescue plan, which earlier completed the conversion exercise of Cho Hung Bank's W1.4 trillion loan to equity, apart from another equity investment deal with Taiheiyo Cement worth W600 billion. =============== M A L A Y S I A =============== CHASE PERDANA: Explains Deviation In Results -------------------------------------------- Chase Perdana Berhad explained the deviation between the company's unaudited results announced in the quarterly submission dated February 28, 2001 and the audited results released Friday last week. In the quarterly submission Chase Perdana announced unaudited results showing a consolidated loss after tax and minority interest of RM212.9 million for the year ended December 31, 2000. However, based on the audited results released April 27, the consolidated loss after tax and minority interest has increased to RM308.6 million representing a deviation of 45 percent. In light of the current difficult economic situation, the Board of Chase Perdana Berhad has implemented a policy to continuously review the recovery of debts and the carrying value of the group's investments. This policy extends to reviewing the possibility of liabilities arising from litigation, late completion of projects and any other circumstances. The Board has taken the decision to make provisions in the accounts as and when necessary to reflect the latest developments and events affecting the operations and assets of the company and its subsidiaries. The primary reasons for the deviation arises from this policy of making the provisions as and when necessary from time to time. The specific reasons are enumerated in the attached reconciliation. The Board shall continue with its policy in the prevailing spirit of corporate governance and transparency. Deviation between Quarterly Submission and Audited Results For the year ended 31st December 2000 Consolidated loss after tax and minority interest; RM million As per quarterly submission (212.9) Audited results (308.6) Deviation (95.7) Percentage deviation 45.0 percent Reconciliation of deviation; Additional provision for trade debtors (27.7) Additional provision for other debtor (29.4) Reversal of previously recognized profits and provision for foreseeable losses of Marinara project Provision for liquidated ascertained damages of two construction contracts Provision for penalty interest in relation to bank borrowings and other creditor Provision for diminution in value of associate companies (0.7) Additional provision for potential liability arising from litigation Accrual of expenses, write-off of deferred expenditure and over- provision of tax (95.7) Background Chase Perdana Berhad (CPB) commenced operations as Tan Chew Piau Building Contractor, a civil engineering and building construction firm set up in 1970. In 1976, CPB was incorporated in Malaysia as Chew Piau Construction. During its 20 years in operation, the Company has completed projects for the public and private sectors both in Malaysia and overseas ranging from luxurious 5-star hotels and condominiums to high-rise offices, mosques and other special purpose buildings. The Company is a registered Class "A" Pusakabumi contractor and is therefore able to tender for public and quasi-government sector projects with no limitation on project size and contract sum. CPB is also experienced in restoration, renovation and upgrading work. In 1994 and 1995 the Company expanded its business activities to include the property, plantation and finance sectors. In order to reflect the change in its activities, in June 1995 the Company, changed its name to Chase Perdana Bhd. In 1996, CPB acquired equity interests in the travel and food businesses. Subsequently, CPB entered into a JVA with a Zimbabwean company, Kama Construction (Pte) Ltd, to jointly undertake construction and development projects in Harare, Zimbabwe. The Group has also established business relationships in Zimbabwe, Uzbekistan, India, Holland, Bahrain and the UK. CHASE PERDANA: Tripartite Deal Terminated ----------------------------------------- Chase Perdana Berhad, Malaysian Resources Corporation Berhad, and Sitt Tatt Berhad have announced the parties have collectively decided to mutually terminate the Tripartite Agreement entered into among themselves to commence discussion and negotiations with the intention to inject certain assets of MRCB and/or its subsidiaries into CPB and STB. DUNHAM-BUSH: Announces Disposal Of Unit --------------------------------------- The Board of Directors of Dunham-Bush (Malaysia) Berhad has authorized Malaysian International Merchant Bankers Berhad to release the following announcement: The Board of Directors of Dunham-Bush is pleased to announce that Dunham-Bush Inc (DB-Inc.), a wholly-owned subsidiary company of Dunham-Bush, incorporated in the United States Of America (USA), has entered into a conditional Sale and Purchase Agreement (SPA) with AIG Baker Development LLC, of the USA on 24 April 2001, to dispose of approximately 47 acres of factory land and building located at Burgess Road, Harrisonburg, Virginia, USA for a total cash consideration of US$10,750,000 or RM40,850,000. DB-Inc. is a wholly-owned subsidiary company of Dunham-Bush International (Cayman) Ltd, which in turn is 100 percent-owned by Dunham-Bush. The principal activities of DB-Inc and its subsidiary company are that of manufacturing compressors, commercial and industrial air conditioning, refrigeration, heating, air handling and related equipment. DB-Inc. was incorporated in Delaware, USA as a limited company on July 25, 1994. Presently, the authorized share capital of DB- Inc. is US$1,000 comprising 1,000 shares of US$1.00 each, of which 1 share of US$1.00 each is issued and fully paid. The Property is located in the southwest quadrant of Interstate 81 and Route 33 interchange in Harrisonburg, Virginia. The factory building consists of a one-story industrial building with a gross built-up area of approximately 573,280 square feet and a two-storey office building with a gross built up area of 60,000 square feet. The address of the Property is 101 Burgess Road, Harrisonburg, VA 22801. The tenure of the Property is of "Fee Simple Interest" which is equivalent to "freehold" status. The factory is currently used for the manufacturing activities of DB-Inc. The Property is currently charged to a financial institution in the USA for a working capital loan. In 1994, Dunham-Bush acquired the entire heating, ventilating, air-conditioning and refrigeration business (including the Property) for a total purchase consideration of US$41,572,000. Out of the total purchase consideration, the associated cost allocated to the Property was approximately US$11,140,000 or RM42,332,000 equivalent. The net book value of the Property as at April 30, 2000, based on the latest audited accounts of DB-Inc was US$10,152,768 or RM38,580,518 equivalent. No valuation was done on the Property for the Proposed Disposal. Sale Consideration The cash consideration of US$10,750,000 or RM40,850,000 equivalent was reached based on a "willing buyer willing seller" basis after taking into consideration, inter-alia, the net book value of the Property and the funding requirement of DB-Inc. In accordance with the terms of the SPA, an initial deposit of US$250,000 or RM950,000 equivalent was paid by the Purchaser to an escrow agent on April 25, 2001. The other salient terms of the SPA are as follows: Due Diligence Period: 2 months from April 24, 2001 Closing Date: October 15, 2001 but may be extended to November 15, 2001 Earnest Money Deposit: US$250,000 to be escrowed at contract execution. The said US$250,000 shall be fully refundable upon contract termination by Purchaser at any time prior to the end of the Due Diligence period If the Purchaser opts not to terminate the contract prior to the end of the Due Diligence Period, the Purchaser shall place an additional US$500,000 in the escrow account. If the Purchaser has obtained unappealable site plan approval and failed to close within thirty days after obtaining the said unappealable site plan approval, then the US$750,000 escrow deposit shall be paid to DB-Inc. If Seller shall default, then the entire US$750,000 shall be returned to the Purchaser, plus an additional penalty of US$200,000. The balance of the purchase consideration shall be payable on the Closing Date. Shareholders approval: The Agreement will be subject to the approval of the shareholders of Dunham-Bush in compliance with the requirement of the KLSE. However if the shareholders reject the Proposed Disposal, a compensation of US$200,000 will be paid to the Purchaser. Post-closing lease back Concurrent with the Closing Date, the Purchaser shall grant to DB-Inc a seven months leaseback of the Property at a lease rental rate of US$80,000 per month. DB-Inc may, upon giving sixty days written notice, terminate the said lease. The Purchaser shall be under no obligation to grant any lease extension. However, any such extension shall be at the rate of US$4,150 per day Brokerage commission 5 percent of gross sale value Rationale for the Proposed Disposal DB-Inc. is presently undergoing a rationalization and relocation exercise of its operations to reduce its losses. Part of its operations will be relocated to Mexico. The Property would thus become in excess of requirement and hence, is being disposed of to realize cash which will be utilized to repay bank borrowings and for working capital of DB-Inc. and the Dunham-Bush Group. DB-Inc. intends to relocate its operations to rented premises to be identified. In the meantime, DB-Inc. has a lease back arrangement with the Purchaser as detailed above. The Proposed Disposal will not have any effect on the issued and paid-up share capital of Dunham-Bush and its substantial shareholders' shareholding. Upon completion of the Proposed Disposal, the Dunham-Bush Group will realize a gain on disposal of approximately US$59,732 or RM226,982 equivalent, representing 0.26 sen per share. In addition, the repayment of bank borrowings from the Proposed Disposal will result in interest savings of approximately US$817,000 per annum or RM3,104,600 equivalent per annum to the Group. The Proposed Disposal will have no material affect on the NTA of the Dunham-Bush Group. The Proposed Disposal is conditional upon the Purchaser obtaining approvals from the relevant authorities in the USA to rezone the Property for its intended use as a retail development on or before 15 October 2001 or such other extended date as may be agreed in writing by all contracting parties. The Proposed Disposal is also conditional upon the approval of the shareholders of Dunham-Bush at an extraordinary general meeting to be convened. None of the Directors or substantial shareholders of Dunham-Bush or persons connected to them and DB-Inc. has any interest, direct or indirect, in the Proposed Disposal. The Board of Directors of Dunham-Bush is of the opinion that the Proposed Disposal is in the best interest of DB-Inc., the Dunham-Bush Group and the shareholders of Dunham-Bush. A circular setting out the relevant details on the Proposed Disposal will be dispatched to the shareholders of Dunham-Bush in due course. The SPA will be made available for inspection during normal business hours (except for public holidays) at the Registered Office of Dunham-Bush at Level 17, Menara Shahzan Insas, 30 Jalan Sultan Ismail, 50250 Kuala Lumpur from the date of the circular to the shareholders of Dunham-Bush to be issued in relation to the Proposed Disposal up to and including the date of the relevant EGM to be convened. TONGKAH HOLDINGS: Sells Pantai Stake ------------------------------------ Tongkah Holdings Berhad (THB) announced Friday last week that the company had disposed of its 12.3 percent equity interest in Pantai Holdings Berhad comprising 8,000,000 ordinary shares of RM1.00 each for a total cash consideration of RM22,400,000. The disposal was carried out via placement through a stockbroking company. Following the disposal, THB Group's shareholding in Pantai is reduced from 32.8 percent to 20.5 percent. The total consideration for the disposal was arrived at after taking into consideration the current prevailing market price of the Pantai shares. Pantai was incorporated in Malaysia under the Companies Act, 1965 on March 10, 1972 as a private limited company under the name of Hospital Pantai Sdn Bhd. The company was converted to a public company on December 20, 1986 and its name was changed to Hospital Pantai Bhd. On December 18, 1998, the company changed its name to Pantai Holdings Berhad. The company was listed on the Second Board of the KLSE on January 25, 1990. On September 17, 1997, the Company was transferred to the Main Board of the Kuala Lumpur Stiock Exchange KLSE. Pantai is principally engaged in running of hospital, health care business, investment holding and provision of management services. Its subsidiaries and associated companies are involved in the dealing of medical equipment and related services such as cardiac catherization services, technical support on handling medical equipment, radio surgery services, diagnostic and pathology services, lithotripsy services, the provision of management and consultation services to hospitals, medical centers and conducting medical degree programs. The aforesaid interest in Pantai was acquired by THB Group over a period from 1997 to 1999. The THB Group's average cost of investment in 32.8 percent equity interest in Pantai was RM13.50 per share. The Disposal is expected to result in a loss on disposal of approximately RM85.6 million to THB for the year ending June 30, 2001. The disposal will also result in the decrease in the net tangible assets per share of THB Group by approximately 51 sen per share. None of the directors of substantial shareholders have any interest, direct or indirect, in the disposal. The 12.3 percent equity interest in Pantai forms part of the assets secured against the company's Redeemable Convertible Secured Bonds 1999/2004. The disposal forms part of the company's asset disposal plan to reduce the Group's debt. The proceeds of the disposal shall be deposited into the sinking fund of the bonds. Background The Tongkah Group's activities presently comprise manufacturing, financial services and healthcare support services. Under manufacturing, the Group supplies quality stonework for property development projects. The company also holds 49 percent interest in Sharp-Roxy Appliances Corporation, which caters to consumer electronic MNCs. Financial services cover stockbroking through Kestrel Securities. Through Pantai Holdings, the Group is involved in healthcare services. On April 21, 1999, the Group proposed to undertake a debt restructuring exercise, involving issues of loan stocks and bonds to its lenders and bondholders. The proposal, which was approved by the shareholders and the SC on May 25, 1999 and July 5, 1999 respectively, also entails the disposal of the Group's several assets over a period of five years. Among those divested include 33 percent in THB Industries Bhd, 100 percent in Tongkah Properties and 1.5 million shares in Pantai Holdings Bhd (PHB). To comply with regulatory changes in the stockbroking industry, the Company had on June 30, 2000 entered into an agreement with Avenue Assets Bhd (AAB) and MGI Securities Sdn Bhd to dispose off its entire 75 percent interest in Kestrel Securities. The disposal will provide an alternative strategy for the Group to maintain its investment in this industry, via cross shareholdings in AAB by the Company and PHB. In addition, on December 14, 2000, the Company agreed to sell its entire 51 percent interest in Tongkah Electronics Sdn Bhd (TESB) to Measurex Corporation Bhd (MCB). Tongkah subsequently entered into a supplemental agreement with MCB on March 13, 2001 to reduce the purchase consideration from RM3m to TM1.00, after taking into account the lower value of TESB's NTA as at December 31, 2000. Also in December, the Group proposed to acquire Le Premiere Sdn Bhd which will enable it to participate in land development projects in Johor Bahru and diversify its earnings base into property development. Furthermore, its subsidiary Tongkah Moulding Technologies (TMT) is currently in discussion with interested parties in relation to the proposed revival of the National Waste Management program in Malaysia, which will see TMT becoming a key player in providing the necessary equipment. ZAITUN INDUSTRI: Added Info On Petition --------------------------------------- Zaitun Berhad announced the following additional information regarding the winding up petition served against Zaitun Industri Sdn Bhd, as filed by Genting Sanyen Industrial Paper Sdn Bhd: 1. The winding-up petition was filed in the High Court on March 21, 2001; 2. The winding-up petition was served on ZISB on April 10, 2001; and 3. No interest was claimed in respect of the alleged sum of RM13,454.79 due and owing by ZISB to GSIP. ZAITUN INDUSTRI: Winding Up Petition ------------------------------------ Zaitun Berhad announced the following information regarding the winding up petition filed by Maxseal Sdn Bhd against Zaitun Indurstri Sdn Bhd: 1. The said winding-up petition was filed in the High Court on March 13, 2001; 2. The winding-up petition was served on ZISB on April 10, 2001; and 3. No interest was claimed in respect of the alleged sum of RM107,054.34 due and owing by ZISB to Maxseal. ===================== P H I L I P P I N E S ===================== ASB GROUP: SEC OKs Rehab Plan ----------------------------- ASB Group of Companies has received the approval of the Securities and Exchange Commission (SEC) via an order dated April 26 sanctioning the debt-laden group to push ahead with its rehabilitation plan, The Philippine Star reported yesterday. The order overturned objections raised by secured creditors who feared that the approval would outstrip them of their rightful claims to the mortgaged assets and to avail themselves of their suspended rights over the assets, should the plan break down. In its decision, the SEC said that a decision contrary to what it made "[would] greatly prejudice the unsecured creditors who will be left unable to recover their investments or collect their claims." The ASB Group's debts to around 700 unsecured creditors stand at P4 billion; and bank loans amounting to below P4 billion are owed to major creditor banks, including Allied Bank, Metropolitan Bank and Trust Company, United Coconut Planters Bank, Equitable PCI Bank and Rizal Commercial Banking Corporation. METRO PACIFIC: Searching For Foreign Investment ----------------------------------------------- Metro Pacific Corporation (MPC) is seeking fresh foreign investments by the year's end in order to repay a bridge loan amounting to US$90 million provided by its parent First Pacific Company Limited of Hong Kong, The Philippine Daily Inquirer reported yesterday. The bridge loan was used to defray maturing convertible bonds worth US$88 million. Grant Ferguson, Metro Pacific's CFO said the company started looking for foreign investments earlier in the year, however no deal was materialized due to exorbitant interest rates. He said, "Hopefully by the second half, we'll have better capital markets and we'll raise the money on Metro Pacific's balance sheet in order to repay First Pacific." =============== T H A I L A N D =============== NATIONAL FERTILIZER: Reports Meeting Results -------------------------------------------- National Fertilizer Public Company Limited would like to report the resolutions made at a shareholders' ordinary meeting held on April 26, 2001. The details of the resolutions are as follows: 1. To certify the minutes made at an extraordinary shareholders' meeting #1/2543 held on April 27,2000. 2. To approve directors' report for the year 2000. 3. To approve the balance sheet and profit/loss account as of December 31, 2000. 4. To omit the annual dividend payment for the operation from January 1, 2000 to December 31, 2000. 5. To re-appoint the directors whose tenure has ended, as follows: 5.1 The directors whose tenure has ended are as follows: 5.1.1 Mr.Jaroonsak Hengtrakul 5.1.2 Miss Sopa Nontananundh 5.1.3 Mr. Preecha Chavalittumrong 5.1.4 Mr. Sirichai Sakornratanakul 5.2 The directors being re-appointed are as follows 5.2.1 Mr.Jaroonsak Hengtrakul 5.2.2 Miss Sopa Nontananundh 5.2.3 Mr. Preecha Chavalittumrong 5.2.4 Mr. Sirichai Sakornratanakul 5.3 To appoint new directors as follows: 5.3.1 Mr. Wisanu Niwesmarintra 6. To appoint of the company's auditor and determining auditing fee as follows: Appointment of office of The Auditor General of Thailand as the auditor for the accounting period of year 2001 and determining yearly and quarterly auditing fee for Bt600,000 (not include balance sheet on English version) and exclude overtime around Bt150,000 and other necessary actual expenses such as traveling expense, accommodation expense, insurance premium, etc. PREECHA GROUP: Results Of S-Holders' Meeting -------------------------------------------- Preecha Group Plc. reports the following resolutions made at a shareholders' ordinary meeting held on April 27, 2001. The details of the resolutions are as follows: 1. To certify the minutes made at an ordinary shareholders' meeting for the year 2000. 2. To approve the annual report and directors' report for the year 2000. 3. To approve the balance sheet and profit/loss account for the year ended December 31, 2000. 4. To omit the annual dividend payment and do not allocate the net profit for legal reserves. 5. To omit the director bonus. 6. To re-appoint the directors whose tenure has ended, as follows : Mr.Suchart Shotivitayakool Pol.Sub.Lt. Kriengsak Lohachala Mr.Boonlert Kiartsritara 7. To appoint the following persons as auditors for the year 2001. Name CPA No. Auditing Firm Mr.Nirand Lilamethwat 2316 KPMG Audit (Thailand) Limited Mr.Supot Singhasaneh 2826 KPMG Audit (Thailand) Limited Fix the auditing fee for the year not over Bt254,000. SANYO UNIVERSAL: Trading Suspended ---------------------------------- The Stock Exchange of Thailand (SET) announced four listed companies have been subjected to rehabilitation plan preparation and posted the SP (Suspension) sign to prohibit securities trading of those listed companies. The SET also transferred the four listed companies to REHABCO category on March 12, 2001. The SET also created a time schedule for those listed companies' management to make prudent decisions on whether to prepare a rehabilitation plan to propose to the company's shareholders, ask for a voluntary delisting, or try another option which will benefit all involved in the listed companies. The companies must report their decisions to the SET by April 11, 2001 to disclose to the public. After that, the SET will allow trading of those listed companies on April 12, 2001 - May 11, 2001 before suspension again on May 14, 2001 until all the delisting problems have been resolved. However, the companies could request the SET to allow continued trading under the REHABCO category after they completed the conditions specified by the SET. Details of the announcement have been disseminated on PUBLIC SIMS since March 9, 2001. The SET has considered the companies' management decision submitted to the SET, and will proceed as follows: 1. Allows trading of three securities, which decide to prepare a rehabilitation plan, under the REHABCO category from April 12, 2001 to May 11, 2001 to give shareholders a chance of trading the company's securities. (1) Sanyo Universal Electric Public Company Limited (SUE) (2) Thai Heat Exchange Public Company Limited (THECO) (3) Preecha Group Public Company Limited (PRECHA) Therefore, according to Clause 24 (3) and (6) of the regulation on trading, clearing and settlement for listed securities 1999, the ceiling and floor limits on the main board will be expanded from the regular +/-30 percent to +/-100 percent of their last trading. The new limits will be in effect on April 12, 2001. 2.Posts an SP sign to prohibit further trading of three securities, beginning from May 14, 2001 until the causes of delisting are eliminated or the SET allows continued trading under the REHABCO category after they completed the conditions specified. This is by virtue of Clause 5 (5) of the SET's rules, Conditions and Procedure of the Temporary Prohibition against Trading of Listed Securities dated February 9, 1995. Those three listed companies are required to proceed as follows: 1) Appoint an independent financial advisor to assist management in the preparation of the rehabilitation plan. 2) Co-operate fully with the independent financial advisor in organizing a meeting to present the rehabilitation plan to analysts and shareholders, and then also propose it to the shareholders for approval. 3) Co-operate with the independent financial advisor in reporting every three months to the SET on its actual implementation progress, as compared to the rehabilitation plan until the causes of possibly being delisted are eliminated. In case the company submits a petition under the Bankruptcy Act, the company is able to implement the rehabilitation plan approved by the creditors and the court in place of the plan approved by the company's shareholders. However, the company still has the duty to report the SET about the implementation progress (see No 3)). The SET would like the companies' shareholders and general investors to follow up the proposed rehabilitation plan prepared by those companies and their financial advisors, which will be presented to their shareholders meetings or the Central Bankruptcy Court. 3. Still post SP sign to prohibit securities trading on Central Paper Industry Public Company Limited (CPICO) because the company has asked for an extension period to report its decision which is expected to be made by 30 April 2001. The SET will allow trading of its securities when it has reported the information clearly. SIAM SYNTECH: Posts Net Loss Of Bt252.44-M ------------------------------------------ Siam Syntech Public posted, as of December 31, 2000 a net loss of Bt252.44 million which is dropping 189.18 percent from 1999 net loss of Bt535.50 million. The net loss came from the decrease in "sales and service revenues, exchange gain and share of profit from related parties." And for the period of six months ended December 31, 2000 showed a net loss of Bt814.44 million, which is increased by Bt378.93 million or 87.01 percent compared to the same period last year. This came from the decreased in "sales and service revenues" and increased in "Exchange loss." 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 ***