/raid1/www/Hosts/bankrupt/TCRAP

/raid1/www/Hosts/bankrupt/TCRAP_Public/010712.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 Thursday, July 12, 2001, Vol. 4, No. 135 Headlines A U S T R A L I A 131 SHOP.COM.AU: Posts Results of General Meeting ALPHA HEALTHCARE: Suspended from Official Quotation CENTAUR MINING: Chairman Offers A$6m To Creditors ISP LIMITED: Administrator Proposes Deed of Arrangement ISP LIMITED: Notice of Meeting of Creditors C H I N A & H O N G K O N G CHASE DEVELOPMENT: Winding Up Petition Set For Hearing DIAMOND SUN: Winding Up Petition Slated For Hearing DIMAN HOLDING: Winding Up Petition To Be Heard FORTUNE GLOBAL: Winding Up Petition Hearing Set GREATFOUND INTERNATIONAL: Petition To Wind Up On Docket HONG KONG CONSTRUCTION: Announces Change of Directors KUEN LEE: Faces Winding Up Petition MILLION YEAR: Hearing of Winding Up Petition Set I N D O N E S I A PT BANK CENTRAL: Shares Oversubscribed 30% PT BANK NEGARA: Liquidates Subsidiary J A P A N ASAHI BANK: Ratings Downgrade Likely, Moody's Says CHOGIN GROUP: Fund-Raising Planned For Failed Credit Unions K O R E A HYUNDAI ENGINEERING: Creditors Aim to Reduce Stake HYUNDAI INVESTMENT: Sale Negotiations Completion Near KOHAP GROUP: Failed to Meet W5.3bln Debt Guarantee KOREA DEVELOPMENT: Moody's Assigns Samurai Bonds Baa2 Rating SEOUL BANK: Deutsche Bank Wants Equity Stake SSANGYONG CEMENT: KFTC Imposed Fines for Failed Debt Guarantee M A L A Y S I A DATAPREP HOLDINGS: Receives SC's Waiver Notice FARLIM GROUP: Aborts Implementation Of Proposals HAI MING: Talks With Creditors Over Debt Workout Continue INNOVEST BERHAD: Enters Agreement With Danaharta KELANAMAS INDUSTRIES: Awaits SC's Decision Re Meeting L&M CORP: Variance In Results Due Unit Consolidation PICA CORP: Demand Notice For Debt Repayment Received SUNGEIWAY HOLDINGS: Placed Under Voluntary Liquidation UNITED ENGINEERS: Unit Remains In Default P H I L I P P I N E S NATIONAL POWER: Drops US$150-400M Scheduled Bond Flotation URBAN BANK: Export Bank Finalizes Reopening T H A I L A N D CENTRAL PAPER: No Warrant Exercise In June MEDIA OF MEDIAS: Plan Examination Postponed To July 23 THAI DURABLE: EGM Resolves Debt Workout Deal THAI PETROCHEMICAL: EGCOMP Negotiates Plant Purchase SIAM STEEL: Announces Debt to Equity Conversion ================= A U S T R A L I A ================= 131 SHOP.COM.AU: Posts Results of General Meeting ------------------------------------------------- 131 Shop.com.au Limited posted the results of the General Meeting of shareholders held yesterday at 2:30pm as follows: RESOLUTION 1 - SHARE CONSOLIDATION To consider and, if thought fit, to pass the following resolution as an ordinary resolution: "That, the members of the Company hereby approve, pursuant to section 254H(1) of the Corporations Law: (a) a consolidation of all of the issued capital of the Company on the basis that every 4 existing fully paid ordinary shares in the capital of the Company be consolidated into fully paid ordinary share; and (b) a consolidation of all of the existing options in the Company on the basis that every 4 existing options be consolidated into 1 option and the exercise price of each option be multiplied by 4, such consolidations to take effect on the passing of this resolution." This motion was passed by shareholders. The Proxies for this resolution were as follows: Total Proxies For: 22,775,757 Total Proxies Against: 95,300 RESOLUTION 2 - GRANT OF 10,000,000 OPTIONS TO TOMORROW CORPORATION PITY LIMITED To consider and, if thought fit, to pass the following resolution as an ordinary resolution: "That, subject to each Of the resolutions 1, 3 to 6 set out in the Notice being duly passed, the members of the Company hereby approve, pursuant to section 208(1)(a) of the Corporations Law and Listing Rule 10.11 of the Australian Stock Exchange Limited Listing Rules, the granting to Tomorrow Corporation Pty Limited ACN 095 159 201 (a wholly owned subsidiary of Tomorrow Limited) of 10,000,000 options over unissued shares in the capital of the Company, each option exercisable into 1 fully paid ordinary share in the capital of the Company at an exercise price of $0.20, with an expiry date which is 7 years from the completion date of the Subscription Agreement dated 21 February 2001 between the Company, Tomorrow Limited and Tomorrow Corporation Pty Limited (as amended by the Deed of Amendment of Subscription Agreement dated 19 April 2001 and Deed of Amendment of Subscription Agreement dated 30 May 2001 (collectively the "Subscription Agreement")) and otherwise on the terms set out in the Subscription Agreement, a copy of each of which has been tabled by the Chairman and initialed for the purposes of identification." This motion was passed by shareholders. The Proxies for this resolution were as follows: Total Proxies For: 22,779,165 Total Proxies Against: 91,892 RESOLUTION 3 - ACQUISITION BY TOMORROW CORPORATION PTY LIMITED AND OTHERS OF MORE THAN 20% OF THE VOTING POWER IN THE COMPANY To consider and, if thought fit, to pass the following resolution as an ordinary resolution: "That, subject to each of the resolutions 1, 2 4 to 6 set out in the Notice being duly passed, the members of the Company hereby approve, pursuant to item 7 of section 611 of the Corporations Law and Listing Rule 11.1 of the Australian Stock Exchange Limited Listing Rules, the acquisition by Tomorrow Limited, Tomorrow Corporation Pty Limited (a wholly owed subsidiary of Tomorrow Limited), Wayne Bos and Guinness Peat Group plc and its related bodies corporate of up to 32.9% of the voting power in the Company by virtue of Tomorrow Corporation Pty Limited exercising any or all of the 10,000,000 options over unissued ordinary shares in the capital of the Company to be granted pursuant to resolution 2 above." This motion was passed by shareholders. The Proxies for this resolution were as follows: Total Proxies For: 22,779,165 Total Proxies Against: 91,892 RESOLUTION 4 - THE ACQUISITION OF SHARES IN TIG INTERNATIONAL PTY LTD AND THE ISSUE OF 500,000 FULLY PAID ORDINARY SHARES AND A MAXIMUM OF 5,000,000 FULLY PAID ORDINARY SHARES AND 500,000 OPTIONS RESPECTIVELY OVER SUCH SHARES TO THE HOLDERS OF SHARES IN TIG INTERNATIONAL PTY LTD AND 250,000 OPTIONS OVER SUCH SHARES TO E-CANDOO LIMITED To consider and, if thought fit, to pass the following resolution as an ordinary resolution: "That, subject to each of the resolutions 1 to 3, 5 and 6 set out in the Notice being duly passed, the members of the Company hereby approve, pursuant to: (a) Listing Rules 7.1 and 11.1 of the Australian Stock Exchange Limited Listing Rules: (i) the acquisition by the Company of all of the fully paid ordinary shares in the capital of TIG International Pty Ltd ACN 092 192 464 ("TIG") from the persons ("TIG Vendors"), and in the respective numbers, set out in Annexure D to the Explanatory Memorandum accompanying the Notice; (ii) the issue of 500,000 fully paid ordinary shares (each share having an issue price of $0.40) to the TIG Vendors in the numbers set out in Annexure D in consideration for the acquisition of their TIG shares; (iii) the issue to E-Candoo Limited ACN 090 863 068 as part payment of monies owing by TIG to E-Candoo Limited and Paringa Group Pty Ltd ACN 006 093 901 of 250,000 options over unissued fully paid ordinary shares (each option having an exercise price of $0.40), with an expiry date of 31 December 2003; and (b) Listing Rule 11.1 of Australian Stock Exchange Limited Listing Rules, the issue of 10 fully paid ordinary shares for each $1.00 of EBITDA for the period from 1 May 2001 to 31 December 2001 (up to a maximum of 5,000,000 fully paid ordinary shares) and 10 options over unissued fully paid ordinary shares (each option having an exercise price of $0.40 and with an expiry date of 31 December 2003) for each $6.00 EBITDA for the period from 1 May to 31 December 2001 (up to a maximum of 500,000 options), to the TIG Vendors in consideration for the acquisition of their TIG shares, in each case on the terms set out in the TIG Agreement dated 21 March 2001, as amended by agreement dated 3 May 2001, between each of the TIG Vendors, Tomorrow Limited and the Company, a copy of each of which has been tabled by the Chairman and initialed for the purposes of identification." This motion was passed by shareholders. The Proxies for this resolution were as follows: Total Proxies For: 22,729,165 Total Proxies Against: 141,892 RESOLUTION 5 - THE ACQUISITION OF SHARES IN REDSTAR ITC PTY LTD AND THE ISSUE OF 3,750,000 FULLY PAID ORDINARY SHARES AND FULLY PAID ORDINARY SHARES WITH AN AGGREGATE VALUE OF $2,000,000 IN THE COMPANY TO THE HOLDERS OF SHARES IN REDSTAR ITC PTY LTD To consider and, if thought fit, to pass the following resolution as an ordinary resolution: "That, subject to resolutions 1 to 4 and 6 set out in the Notice being duty passed, the members of the Company hereby approve pursuant to; (a) Listing Rules 7.1 and 11.1 of Australian Stock Exchange Limited Listing Rules: (i) the acquisition by the Company of all of the fully paid ordinary shares in the capital of Redstar ITC Pty Ltd ACN 078 683 280 ("Redstar") from the persons ("Redstar Vendors"), and in the respective numbers, set out in Annexure E to the Explanatory Memorandum accompanying the Notice; (ii) the issue of 3,750,000 fully paid ordinary shares in the Company (each share having an issue price of $0.40) to the Redstar Vendors in the numbers set out in Annexure E in consideration for the acquisition of their Redstar shares ("the Redstar Acquisition"); and (b) Listing Rule 11.1 of Australian Stock Exchange Limited Listing Rules: (i) the issue of fully paid ordinary shares in the Company (having an aggregate value of $1,000,000) 12 months after the date of completion of the Redstar Acquisition to the Redstar Vendors in the numbers set out in Annexure E in consideration for the acquisition of their Redstar shares; and (ii) the issue of fully paid ordinary shares it the Company (having an aggregate value of $1,000,000) 18 months after the date of completion of the Redstar Acquisition to the Redstar Vendors in the numbers set out in Annexure E in consideration for the acquisition of their Redstar shares, in each case on the terms and conditions of the Redstar Agreement dated 10 April 2001, between each of the Redstar Vendors, Tomorrow Limited and the Company a copy of which has been tabled by the Chairman and initialed for the purposes of identification. This motion was passed by shareholders. The Proxies for this resolution were as follows: Total Proxies For: 22,684,165 Total Proxies Against: 186,892 RESOLUTION 6 - SHARE OFFER To consider and, if thought fit, to pass the following resolution as an ordinary resolution: "That, subject to resolutions 1 to 5 set out in the Notice being duly passed, the members of the Company hereby approve, pursuant to Listing Rule 7.1 of Australian Stock Exchange Limited Listing Rules, the issue and allotment of up to 7,000,000 fully paid ordinary shares in the Company to members of the public at an issue price of not less than $0.25 per share pursuant to a prospectus to be issued by the Company." This motion was passed by shareholders. The Proxies for this resolution were as follows: Total Proxies For: 22,781,757 Total Proxies Against: 89,300 RESOLUTION 7 - CHANGE OF COMPANY NAME To consider and, if thought fit, to pass the following resolution as a special resolution: "That, subject to resolutions 1 to 6 set out in the Notice being duly passed and to the approval of the Australian Securities and Investments Commission, the name of the Company be changed from "131 Shop.com.au Limited" to "Focus Technologies Limited" pursuant to section 157(1) of the Corporations Law." This motion was passed by shareholders. The Proxies for this resolution were as follows: Total Proxies For: 22,781,757 Total Proxies Against: 89,300 The Company also wishes to announce that the Mincom Limited shareholders who have granted options to 131 Shop.com.au Limited have agreed to provide a transfer notice to Mincom, triggering the pre-emptive rights process under Mincom's Articles of Association. This will result in the shares over which 131Shop holds options being offered to all other Mincom shareholders at a value of $2.50 per share. ALPHA HEALTHCARE: Suspended from Official Quotation ---------------------------------------------------- The securities of Alpha Healthcare Limited will be suspended from quotation at the close of trading on Monday 16 July 2001 in accordance with listing rule 17.4, following the receipt of a compulsory acquisition notice from Ramsay Centauri Pty Ltd under its takeover offer for the Company's ordinary shares. CENTAUR MINING: Chairman Offers A$6m To Creditors ------------------------------------------------- Australasian Business Intelligence reported Monday that Chairman Joe Gutnick of Centaur Mining & Exploration offered to pay $A6m to the company's creditors. The company's administrators were told on July 8, 2001 that Gutnick was willing to donate funds and payments to finance a $A20m court case against Anaconda Nickel, in order to avoid the company being placed in liquidation. However, an alternative plan, put forward by a group of the company's creditors, has gained support from the administrators. Under this plan, the creditors would approve a deed of company arrangement for six months so that claims Centaur's directors continued to trade while the company was insolvent can be further investigated. ISP LIMITED: Administrator Proposes Deed of Arrangement ------------------------------------------------------- R Albarran, one of the appointed Administrators of ISP Limited on 25 May 2001, reported to Australian Stock Exchange yesterday that it is evident that a proposal for the company to execute a Deed of Company Arrangement would allow greater funds to become available for distribution to unsecured creditors. Creditors should take into account however, the potential realizations from voidable transactions which may become available if the company was placed into liquidation. The benefit to creditors from the proposal for the company to execute a Deed of Company Arrangement is that it provides a greater opportunity for the unsecured creditor to receive a distribution. The likely distribution to unsecured creditors is 15 cents on the dollar subject to the claims by creditors, the realizations of the assets and the quantum of the lease liability. It is extremely unlikely that any greater distribution would become available for unsecured creditors should the company be placed into liquidation. ISP LIMITED: Notice of Meeting of Creditors ------------------------------------------- Notice is given that the major meeting of creditors of ISP Limited will be held at Hall Chadwick Level 29, 31 Market Street Sydney NSW 2000 on 12 July 2001 at 10:00am. The purpose of the meeting is to consider and if thought fit, vote on the following issues: (a) whether to adjourn the meeting (for a maximum of 60 days); (b) whether the company execute a deed of company arrangement; (c) whether to end the administration; (d) whether the company be wound up; (e) if a deed of company arrangement is approved, the appointment of administrators of that deed; (f) the remuneration of the administrators and either the liquidators or administrators of the deed, whichever is applicable; (g) any other business. ================================ C H I N A & H O N G K O N G ================================ CHASE DEVELOPMENT: Winding Up Petition Set For Hearing ------------------------------------------------------ The petition to wind up Chase Development Limited will be heard before the High Court of Hong Kong on July 25, 2001 at 9:30 am. The petition was filed with the court on May 23, 2001 by Kincheng Banking Corporation, Hong Kong Branch whose principal place of business is situated at 55 Des Voeux Road Central, Hong Kong. DIAMOND SUN: Winding Up Petition Slated For Hearing --------------------------------------------------- The petition to wind up Diamond Sun (HK) Jewellery Limited is scheduled for hearing before the High Court of Hong Kong on July 18, 2001 at 9:30 am. The petition was filed with the court on May 21, 2001 by The National Commercial Bank, Limited Hong Kong Branch whose principal place of business is situated at 1-3 Wyndham Street, Central, Hong Kong. DIMAN HOLDING: Winding Up Petition To Be Heard ---------------------------------------------- The petition to wind up Diman Holding Company Limited will be heard before the High Court of Hong Kong on July 25, 2001 at 9:30 am. The petition was filed with the court on May 22, 2001 by Sin Hua Bank Limited, Hong Kong Branch whose principal place of business in Hong Kong is situated at 2A, Des Voeux Road Central, Hong Kong. FORTUNE GLOBAL: Winding Up Petition Hearing Set ----------------------------------------------- The petition to wind up Fortune Global (Hong Kong) Limited is scheduled for hearing before the High Court of Hong Kong on the 12th day of September 2001at 9:30 am. The petition was filed with the court on the 27th day of June 2001 by Leung Yee Fai of Flat C, 26th Floor, Tower 1, Elegant Terrace, 36 Conduit Road, Hong Kong. GREATFOUND INTERNATIONAL: Petition To Wind Up On Docket ------------------------------------------------------- The petition to wind up Greatfound International Limited is set for hearing before the High Court of Hong Kong on July 11, 2001 at 9:30 am. The petition was filed with the court on May 15, 2001 China Merchant Bank having its registered office at No. 2 Shannan Road Central, Shenzhen, The People's Republic of China. HONG KONG CONSTRUCTION: Announces Change of Directors ----------------------------------------------------- The Board of Directors of Hong Kong Construction (Holdings) Limited announces that, effective 6 July 2001, the Board has made the following changes: Resignations of Executive Directors * Mr Wang Mingquan resigned as an Executive Director and Chairman of the Board. * Mr Li Xiao Ru resigned as the Managing Director. * Mr Wang Zhongze resigned as an Executive Director and Chief Financial Officer. * Dr Mu Shicheng resigned as an Executive Director. Appointment of Executive Directors * Mr Shi Liwen was appointed an Executive Director and Chairman of the Board. Mr Shi Liwen graduated from Civil Engineering Department of Nanjing Institute of Technology in 50s. He is a senior engineer in professor grade. Mr Shi was the former Director of Construction Works Bureau of Shanghai, Director of Construction Works Management Bureau of Shanghai, and President and General Manager of Shanghai Construction (Group) General Co., He is presently a Member of the Ninth National People's Congress of the PRC, Vice- Chairman of China Building Association, Standing Vice President of Shanghai Building Union and Consultant of Shanghai Construction (Group) General Co., Chairman of S C G (H. K.) Limited. Mr Shi is experienced in management of conglomerate. He also has extensive expertise and practical experience in the fields of civil engineering, construction, hydraulic engineering, construction economics and management as well as construction technology. * Mr Yao Jianping was appointed the Managing Director. Mr Yao Jianping has postgraduate qualification. He holds a master degree in business administration from La Trobe University of Australia. He is a senior economist. Mr Yao was the former General Manager of Shanghai Construction Co., Limited and project manager of the main contractor of the 88-storey Jin Mou Tower in Shanghai. At present, he is a Director of Shanghai Construction (Group) General Co. and Shanghai Construction Co., Limited. Mr Yao is experienced in management of conglomerate, management of general contract of large construction projects and construction economics management. * Messrs Jiang Zhiquan, Liu Guolin and Fan Zhongwei as well as Ms Zhu Yanlan were appointed Executive Directors. Mr Jiang Zhiquan has postgraduate qualification. He holds a master degree in business administration from the University of Hong Kong. He is a senior economist. He was former Vice President and General Manager of Shanghai Construction (Group) General Co.. At present, he is the President of Shanghai Construction (Group) General Co. and Shanghai Construction Co., Limited. Mr Jiang has extensive experience in management of conglomerate and in such areas as construction technology and construction economics and management. Mr Liu Guolin graduated from Shanghai University of Finance & Economics majoring in infrastructure financing. He is a senior accountant. At present, Mr Liu is a Director and General Accountant of Shanghai Construction (Group) General Co. and Vice President of Shanghai Construction Co., Limited. He has extensive experience in finance and corporate matters. Mr Fan Zhongwei has postgraduate qualification. He holds a master degree in business administration from La Trobe University of Australia. He is a senior economist. At present, he is a Director of Shanghai Construction (Group) General Co. and Shanghai Construction Co., Limited. He has extensive knowledge and experience in such areas as comprehensive management of construction budgeting and management of human resources. Ms. Zhu Yanlan is an Executive Director and Chief Executive Officer of China Everbright International Limited. She was formerly General Manager of Everbright International Investment Consulting Company and Everbright Assets Valuation Company. Ms Zhu holds a doctorate's degree in the field of International Political Economics from the University of Chicago, U.S.A.. She has extensive experience in financial advisory, investment and asset valuation work in the PRC. Ms Zhu was a former director of the Company during the period from November 1999 to March 2000. KUEN LEE: Faces Winding Up Petition ----------------------------------- The petition to wind up Kuen Lee Transportation Company Limited will be heard before the High Court of Hong Kong on July 25, 2001 at 9:30 am. The petition was filed with the court on May 23, 2001 by Chui Wing Kin of Flat E, 21st Floor, Block 12, Yuet Wu Villa, Tuen Mun, New Territories, Hong Kong. MILLION YEAR: Hearing of Winding Up Petition Set ------------------------------------------------ The petition to wind up Million Year Industries Limited is set for hearing before the High Court of Hong Kong on August 1, 2001 at 9:30 am. The petition was filed with the court on the 29th day of May 2001 by The National Commercial Bank Limited, Hong Kong Branch whose principal place of business in Hong Kong is situated at 1-3 Wyndham Street, Central, Hong Kong. ================= I N D O N E S I A ================= PT BANK CENTRAL: Shares Oversubscribed 30% ------------------------------------------ The second public offering of PT Bank Central Asia Tbk (BCA) shares -- listed at the Jakarta Stock Exchange as BBCA-- owned by the Indonesian Bank Restructuring Agency (IBRA) has been oversubscribed by 30%. The amount of BCA's shares offered by IBRA through public offering represents 10% of the total shares or 588,800,000 shares, while applications for shares received by the managing underwriter (PT Danareksa Sekuritas) and international selling agent (PT Merril Lynch) has reached approximately 700 million shares. The high interest is mostly shown by domestic investors followed by foreign investors. Some of the foreign investors who have invested in the Indonesian stock market since pre-crisis time have also subscribed for BCA's shares on quite large amounts. Market satisfactory responses come along with the result of a public offering which reflect positive progress on IBRA's efforts and commitment specifically on the BCA restructuring process, and generally, on the banking sector. The results also provide positive indications on domestic and international confidence on the stock market. IBRA hopes the results achieved on this BCA shares offering will be a stepping stone to rejuvenate domestic stock market, especially in the banking shares. IBRA received a statement of effective action of BCA shares' public offering on 29 June 2001, and the offering period lasted from 4 to 6 July 2001. The result will be free to trade on Tuesday, 10 July 2001. PT BANK NEGARA: Liquidates Subsidiary ------------------------------------- PT BNI Faysal Finance, one of the subsidiaries of PT Bank Negara Indonesia (BNI) and a joint venture of BNI and Shamil Bank of Bahrain EC, was dissolved, IndoExchange announced on Monday referring to the report of BNI Corporate Secretary Lilies Handayani's to the Jakarta Stock Exchange. The plan to liquidate was decided on June 28 during the subsidiaries' extraordinary meeting of shareholders to save it from collapse due to continuing economic dilemma. Further agenda of the meeting were the appointment of Fathor Rahman as liquidator and the dismissal of BNI Faysal Finance's board of commissioners and board of directors starting on July 1, 2001. The company's stake in the dissolved subsidiary was only Rp12.75 billion, or less than 20 percent of the company's total equity, which is Rp9.198 trillion as of March 31, 2001 thus the subsidiaries' liquidation was not included in the company's announcement. ========= J A P A N ========= ASAHI BANK: Ratings Downgrade Likely, Moody's Says -------------------------------------------------- Moody's Investors Service has placed the credit ratings and bank financial strength rating of Asahi Bank on review for possible downgrade. The review was prompted by increased concerns that Asahi Bank's financial fundamentals, particularly its economic capitalization, and its relatively large unrealized losses in its investment securities portfolio are under increasing downward pressure from the continuing deterioration of local middle-market corporate credit quality. Moody's believes these risks are increasingly beyond the control of the bank's management under deteriorating current operating environment. The review will focus on the degree of financial flexibility remaining for the bank to deal with these downward pressures, the bank's ability to properly manage risks associated with its large special mention exposure, and the depth of management thinking as to strategic alternatives to break the current stalemate. The following ratings were placed on review: Asahi Bank, Limited -- the E+ bank financial strength rating, the Prime-2 short-term deposit rating, the Baa1 long-term deposit rating, the Baa2 unsecured senior debt rating, the Baa1 issuer rating, the Baa3 senior subordinated debt rating, the Ba1 junior subordinated debt rating. Asahi Finance (Cayman) Ltd. -- the Baa3 senior subordinated debt rating, the Ba1 junior subordinated debt rating. AB International Cayman Trust -- the "ba1" preferred stock rating. Asahi Bank, Ltd. (Cayman Branch) -- the Prime-2 short-term deposit rating. CHOGIN GROUP: Fund-Raising Planned For Failed Credit Unions ----------------------------------------------------------- Japan Times Online reported yesterday a group of business leaders feel the need to raise 5.5 billion yen to put four failed credit unions, Chogin Tokyo Shinyo Kumiai, Chogin Chiba, Chogin Nagano and Chogin Niigata, back on their feet and lift their capital adequacy ratio to 5 percent. Pak Chu Ng, head of the group of supporters and vice chair of the Korean Federation of Commerce and Industry in Japan, said the group needs to raise half the 5.5 billion yen total by Sept. 14, when it plans to file a preliminary application with the Financial Services Agency. The four credit unions, which mainly cater to North Korean residents and companies, were declared insolvent in May 1999. Just for Chogin Tokyo alone liabilities in excess of assets stood at 193 billion yen at the end of fiscal year 2000. ========= K O R E A ========= HYUNDAI ENGINEERING: Creditors Aim to Reduce Stake -------------------------------------------------- Creditors of Hyundai Engineering and Construction are determine to reduce 12.6 percent stake out of its 69 percent total stake in the company within this year, The Digital Chosun reports yesterday. In the long term, creditors plan to reduce their equity holdings to 35 percent. The shares to be sold are equivalent to W386.6 billion, as the creditors purchased them at W500 per share in the recent debt- for-equity conversion measure. HYUNDAI INVESTMENT: Sale Negotiations Completion Near ----------------------------------------------------- Negotiations between the government and the US-based financial group, AIG for the sale of Hyundai Investment Trust Management Company have reached the final stage, Digital Chosun reported yesterday. "The government and AIG have agreed on most of the terms of the sale except for the price at which the insolvent HITMC will be sold to AIG." Said Chairman Lee Keun-young of the Financial Supervisory Commission. He added that that negotiation would most likely be concluded within the month. KOHAP GROUP: Failed to Meet W5.3bln Debt Guarantee -------------------------------------------------- Kohap Group, one of Korea's chaebols under restructuring, has been charged W329 billion in fines for not clearing its W5.3 billion debt guarantee to its construction arm, Digital Chosun reported yesterday. The KFTC approved a one-year deadline extension to remove debt guarantees, which expired in March. KOREA DEVELOPMENT: Moody's Assigns Samurai Bonds Baa2 Rating ------------------------------------------------------------ Moody's Investors Service assigned a Baa2 rating to the proposed Yen 50 Billion Samurai Bonds due 2006 of Korea Development Bank (KDB). The rating reflects KDB's special status as Korea's sole developmental finance institution. The bank functions as a conduit for funds derived from domestic and foreign sources that are channeled to strategic, and often underserved, sectors. KDB also plays a critical role in the country's reform efforts -- it provides funds to restructuring corporates with liquidity needs. Its policy function ensures strong government support but negatively impacts its intrinsic financial strength. KDB was established in 1954 pursuant to the KDB Act that requires the government to maintain 100% ownership and support the bank's solvency. KDB is also rated Baa3/Prime-3 for its long-term and short-term deposits, and its bank financial strength rating is E. As of December 2000, the bank reported consolidated assets of W81 trillion (US$64 billion). SEOUL BANK: Deutsche Bank Wants Equity Stake -------------------------------------------- German financial Deutsche Bank submitted a letter of intent to Korea Deposit Insurance Corp (KDIC) to take over 30 to 50 percent of equity in Seoul Bank, Digital Chosun reported yesterday. KDIC believes the bank would not be interested in taking over managerial rights in the company. A KDIC official said details on the acquisition would be disclosed after the parties established an agreement. SSANGYONG CEMENT: KFTC Imposed Fines for Failed Debt Guarantee -------------------------------------------------------------- The Korea Fair Trade Commission (KFTC) announces that it imposed fines to Ssangyong Cement and brought it to the prosecutor's office on charges it failed to remove its 31 billion won debt guarantee to its construction subsidiary, Digital Chosun reported yesterday. The KFTC extended the deadline for removing debt guarantees for a period of one year. The revised deadline expired in March. =============== M A L A Y S I A =============== DATAPREP HOLDINGS: Receives SC's Waiver Notice ---------------------------------------------- Dataprep Holdings Berhad on 9 July 2001 received a notification from VXL Holdings Sdn Bhd (VXL) dated 3 July 2001 with regards to the waiver granted by the Securities Commission (SC) to VXL and parties acting in concert with VXL from the obligation to undertake a mandatory take-over offer in relation to the Proposed Restructuring Scheme. Condition Of The SC's Approval The SC has, via their letter dated 14 June 2001, approved the application by VXL and parties acting in concert with VXL from the obligation to undertake a mandatory take-over offer under Practice Note 2.9.3 of the Malaysian Code on Take-Overs and Mergers 1998. This is based upon the subscription of 40,000,000 new shares in Dataprep by VXL (SC's Waiver) pursuant to the Proposed Subscription of Shares with Warrants. The SC has however imposed a condition on VXL that in the event the equity shareholding of VXL in Dataprep reduces to less than 50 percent. And subsequently, Dataprep increases its equity through the conversion/exercise of Irredeemable Convertible Unsecured Loan Stocks or Warrants or Employee Share Option Scheme options which gives rise to an obligation by VXL to undertake a mandatory take-over offer to acquire the remaining Dataprep shares which are not already owned by them. VXL is required to submit a fresh application for waiver to the SC at that point in time. Contents Of The Notification VXL has notified the Company vide its letter dated 3 July 2001 that VXL would require an appeal be made against the said SC's condition. The Notification is made pursuant to Clause 4.7 of the Subscription Agreement (Agreement) entered into between Dataprep and VXL dated 29 February 2000, which is conditional upon, inter-alia, a waiver being granted by the SC in favor of VXL and parties deemed acting in concert with VXL from making a mandatory take-over offer in accordance with the Code. Pending the outcome of the aforesaid appeal, the conditions precedent in the Agreement shall be not deemed by VXL to have been fulfilled. Response To The Notification Arab-Malaysian will be making an appeal to the SC on behalf of VXL on the condition to the SC's Waiver. The Dataprep Group rents and maintains data processing equipment and software, markets computer systems and peripherals, personal computers and computer software, and carries out research and development of computer software. Among the Group's key projects is the development of the electronic community for Kulim High Tech Park. In 1997 the Group signed a franchisee agreement with Telekom to market its Corporate Information Superhighway Malaysia Bhd network services. The Company had, on 13 January 2000, entered into a MOU with VXL Holdings Sdn Bhd on a proposed subscription of 40m new shares and 15,151,515 warrants in Dataprep for RM53.03 million cash by VXL. The proposed subscription is an integral part of Dataprep's proposed restructuring scheme involving a capital reduction and consolidation, debt restructuring, subscription of shares with warrants, offer for sale of shares to Bumiputera parties by VXL, and offer for sale of warrants to existing shareholders of Dataprep by VXL. FARLIM GROUP: Aborts Implementation Of Proposals ------------------------------------------------ Farlim Group (Malaysia) Berhad released an addendum to its 4 December 2000 announcement regarding its entrance into a subscription agreement with Aseambankers Malaysia Berhad, Malayan Banking Berhad and Arab-Malaysian Merchant Bank Berhad (Syndicated Lenders. The agreement to subscribe for the 3 percent non-tradable redeemable convertible secured bonds (Non- Tradable RCSB) was designed as a settlement of its existing US$20,000,000 syndicated revolving credit facility (Proposed Debt Settlement). It was further announced on the same day that the Company proposed to implement the following: (a) proposed private placement of up to 12,000,000 new ordinary shares of RM1.00 each in Farlim (Farlim Shares), representing 10 percent of the existing issued and paid-up share capital of Farlim (Proposed Private Placement), at an issue price to be determined at a later date; (b) proposed special Bumiputera issue of up to 41,000,000 new Farlim Shares to Bumiputera investors to be identified at an issue price of RM1.00 per share (Proposed Special Bumiputera Issue); and (c) proposed increase in authorised share capital from RM300,000,000 comprising 300,000,000 shares of RM1.00 each to RM400,000,000 comprising 400,000,000 shares of RM1.00 each (Proposed Increase in Authorized Share Capital). The Proposed Debt Settlement, Proposed Private Placement, Proposed Special Bumiputera Issue and Proposed Increase in Authorized Share Capital are collectively referred to as "Proposals". In view of the current bearish market sentiment, CIMB, on behalf of the Board of Farlim, wishes to announce that the Company proposes to abort the Proposed Private Placement and the Proposed Special Bumiputera Issue. Consequently, the Proposed Increase in Authorized Share Capital will also not be implemented. In respect of the Proposed Debt Settlement, Farlim is currently negotiating with the Syndicated Lenders to revise certain terms of the Non-Tradable RCSB to be issued pursuant to the Proposed Debt Settlement. An announcement will be made once Farlim has reached an agreement with the Syndicated Lenders on the revised terms. On 4 May 2001, CIMB announced on behalf of the Board of Farlim that an application to the Securities Commission (SC) in relation to the Proposals would be submitted within two (2) months, ending 3 July 2001. In view of the latest development, the Company would not be able to make the necessary application to the SC by that date. Farlim expects to make the application to the SC for the Proposed Debt Settlement within six months from the date the revised agreement is reached. Profile The main thrust of Farlim's activities is the development of a new township known as Bandar Baru Ayer Itam, Penang. The development represents the single largest development currently undertaken by a private sector developer on Penang Island, covering 356 acres of land and comprising approx. 12,000 residential and commercial units. The Company has to-date launched about 10,095 units of properties with a total sales value of RM739 million. In Petaling Jaya, subsidiary Bandar Subang Sdn Bhd, is developing a 105-acre township known as Bandar Sri Subang located in the Sungei Way-Subang region. To-date 2,851 units have been launched and 2,082 units delivered. While Farlim's core business is property-based, the Company had in 1992 acquired an interest in oil palm cultivation, and in 1994, the China-based manufacturing industry. The Group's manufacturing arm in Quanzhou, China, held indirectly through Farlim Group (China) Ltd, has successfully undertaken two JVs with Northern Elevators (Malaysia) Sdn Bhd and Nakamura Metal Co Japan for the manufacture of passenger and cargo lifts, decorative stainless steel pipes, and mirror-finish stainless steel plates respectively. In line with diversification plans, the Company's JV with Suiwah Corporation Bhd, Crimson Omega Sdn Bhd, commenced its hypermarket operations in 1999. Farlim's agreement with Prolink Development Sdn Bhd to acquire land in Gelang Patah, Pulai, Johor was approved by the SC on 16 December 1999 and shareholders on 29 June 2000. The acquisition will strengthen the Group's core activity as a leading developer and enhance its presence in Johor. HAI MING: Talks With Creditors Over Debt Workout Continue --------------------------------------------------------- Since the appointment of Public Merchant Bank Berhad as the financial advisors of Hai Ming Holdings Berhad in April 2001, the Company has been actively negotiating with its bank lenders to restructure the existing debts of the Hai Ming Group. According to Executive Director Wong Mun Wai, the company will post its announcements on any further developments. INNOVEST BERHAD: Enters Agreement With Danaharta ------------------------------------------------ Innovest Berhad revealed the Company (Innovest) and two of its wholly-owned subsidiaries namely, IB Timber Industries Sdn Bhd (IBT) and Merry Acres Sdn Bhd (MASB) have reached a settlement with Danaharta Managers Sdn Bhd (Danaharta): i) On 23 April 2001, Innovest accepted a letter of offer dated 18 April 2001 from Danaharta in relation to the swap of 121 plots of undeveloped industrial land measuring 59.31 acres in Mukim of Plentong, District of Johor Bahru as partial settlement of the amount owing to Danaharta of approximately RM71 million. ii) On 29 June 2001, Innovest accepted a second letter of offer dated 22 June 2001 from Danaharta pertaining to the swap of additional properties and as partial settlement of Danaharta's debts. The balance of Danaharta's debts of RM1.24 million shall be converted into a 4 year Term Loan. Details Of Danaharta Debt Settlement Background Information In 1999 Pengurusan Danaharta Nasional Berhad acquired the term loan granted to MASB by MBf Finance Bhd and as of 30 April 2001 MASB was indebted to Pengurusan Danaharta Nasional Berhad for the sum of RM7,742,120 only (MASB indebtedness). IB Timber Industries Sdn Bhd (IBT) defaulted in the repayment of bank facilities granted by Sime Bank Bhd (Sime Bank) and in 1998 Danaharta acquired Sime Bank's loan. As at 30 April 2001, IBT was indebted to Danaharta for the sum of RM28,925,300 (IBT indebtedness). Innovest also defaulted on the repayment of bank facilities granted by Sime Bank and in 1998 Danaharta acquired Sime Bank's loan. As at 30 April 2001, Innovest was indebted to Danaharta for the sum of RM34,498,268 (Innovest indebtedness). As a result of the foregoing, the total amount owing to Danaharta as at 30 April 2001 was RM71,165,688 (Danaharta's debts) which was inclusive of capitalization of interest and penalty. Pursuant to the abovementioned Letters of Offer, Danaharta's debts will be settled through the swap of the following properties and the balance of the RM1.24million will be restructured into a 4-year Term Loan, the repayment of which shall constitute a full and final settlement: i) 121 plots of undeveloped industrial land measuring 59.31 acres in Mukim of Plentong, District of Johor Bahru and 5 adjoining plots of vacant land in Mukim of Plentong, District of Johor Bahru . ii) Six (6) units of tenanted industrial factories in Taman Perindustrian Sri Plentong, Johor Bahru; iv) A parcel of commercial land designated for petrol filling and service station in Mukim of Batu,District of Gombak, Selangor Darul Ehsan ; v) One (1) unit of commercial office lot at Wisma Rampai, Taman Sri Rampai, Setapak, Kuala Lumpur; and vi) One (1) unit of shop lot at Selayang Capitol Complex, Selayang, Selangor Darul Ehsan. Basis for Determining the Settlement Amount An independent valuer was appointed by Danaharta to value the abovementioned properties and the settlement of Danaharta's debts was determined after taking into consideration of the said valuation. Rationale For Danaharta's Debt Settlement The Debt Settlement is crucial in restoring the financial position of Innovest as it will: i) provide full settlement of the Danaharta's debts; ii) reduce the liabilities of Innovest Group substantially; iii) enable the Company to focus its efforts on the restructuring of Innovest Group to strengthen the financial and operational health of the Group; and iv) enable the management of the Company to focus on its core business activities ie. timber operations. Share Capital and Substantial Shareholders' Shareholding The Danaharta's debts settlement will not have any effect on the issued and paid-up share capital and substantial shareholders' shareholdings of the Company. Earnings The Danaharta's debts settlement sum of RM71 million will enable Innovest Group to save an estimated amount of RM6.4 million per annum in interest. The Earnings per Share of the Company is expected to increase by 13.5 sen for the financial year ending 31 December 2001 as a result of Danaharta's debt settlement. Net Tangible Assets (NTA) The audited NTA of Innovest Group as at 31 December 2000 will be enhanced by approximately 13.3 sen as a result of the Danaharta's debts settlement. Gearing With Danaharta's debts settlement, the borrowings of the Group will be reduced substantially by 83 percent based on the audited financial status as at 31 December 2000. None of the Directors or substantial shareholders or persons connected with the Directors and/or substantial shareholders of Innovest has any interest, direct or indirect, in the Danaharta's debts settlement. The Directors of Innovest, having considered all aspects of the Danaharta's Debts settlement, are of the opinion that the Danaharta's debts settlement is in the best interest of the Company. Profile The Company's principal activity was manufacturing and sale of nets, ropes and twines until 1984, when it sold all its assets relating to this business and moved into credit and leasing, and the machining and general fabrication of metal materials. The Company later diversified into power electronics, fast food business (Kentucky Fried Chicken or KFC), manufacture of activated bleaching clay and gypsum products, and poultry breeding and feedmilling. Subsequently, the Group divested subsidiaries that were no longer synergistic with the Group's core businesses via a reorganization exercise. This included the disposal of its entire stake in KFC. In December 1995, the Group completed restructuring exercises which included the acquisition of three property-based companies as well as the wood-based business of Sim Hoe Wood Industry. This transformed the Group into an entity with core businesses in property development and timber. The Group expanded its property and timber operations in 1996, through participation in a multi-billion dollar land privatization project in Bagan Datoh, Perak, and in a timber concession covering more than 800,000 acres of forest in Congo, Africa. However, the Group revisited the viability of the Bagan Datoh project and in 1998 decided against going ahead. For the African investment, the Group's operations were adversely affected by the civil war. In view of the uncertainties, the costs of investments and fixed assets in Africa have been substantially written off. In 2001, the Company has formulated a three-pronged approach to restore the Group's financial health, namely, debt restructuring and settlement with major creditors, divestment of Group's assets overseas and non-core businesses, and business focus in core timber operations. KELANAMAS INDUSTRIES: Awaits SC's Decision Re Meeting ----------------------------------------------------- Kelanamas Industries Berhad stated an application will be made by the Company to obtain a Court order to convene the Court Convened Meeting pending the outcome of Kelanamas' appeal to the Securities Commission decision. The application will take place within one month from 13 June 2001. Last month, the Securities Commission (SC) rejected the Proposed Rescue/Restructuring Scheme via its letter dated 13 June 2001 as the SC deems that Dolomite Berhad (DB) is not suitable for undertaking the rescue and restructuring of KIB. It was announced by KIB on 19 June 2001 that the Board of Directors of KIB has resolved that an application will be made to appeal against SC's rejection within one month from 13 June 2001. DB is in the process of compiling the necessary information/documents to facilitate KIB's aforesaid appeal to the SC. Background At the time of listing the Company, then called Sungei Besi Mines Bhd (SBM), was one of the major tin producers in Malaysia. SBM had been incorporated to take over the business of the Sungei Besi Mines Ltd (Sungei Besi), a UK-incorporated company. Effective 1 November 1976, the issued share capital of Sungei Besi was cancelled in exchange for shares in SBM. In December 1989, SBM ceased its mining operations to become an investment holding company. A period of diversification followed from 1991 to 1997 during which the SBM Group became involved in property investment, trading and distribution of consumer products, manufacture of cordials, fruit juices, soft drinks and food products, granite quarrying and stockbroking. SBM changed its name to Kelanamas Industries Bhd (KIB) in 1993 to reflect its diversification from tin mining into the new areas of business. On 12 February 1999 the Group's main contributor, Alor Setar Securities Sdn Bhd (ASSEC), was put under a Special Administrator appointed by Pengurusan Danaharta Nasional Bhd. Assec subsequently went through a restructuring exercise to help restore its financial and operational viability. The scheme has been fully implemented including a capital reduction and new issue of shares to the new investor on 17 July 2000. As such, from that date, Kelanamas Capital Sdn Bhd (subsidiary of KIB) only holds 45 shares of a total of 30,000,100 shares of ASSEC on issue. Therefore, ASSEC is no longer a related company of KIB. In addition, in May 2000, Kelanamas entered into an agreement with Dolomite Bhd (DB) pursuant to the Group's restructuring involving DB and its eight subsidiaries. The restructuring entails capital reduction, debt reconstruction and acquisition of the DB Group. The Group's future viability hinges on the successful outcome of this restructuring scheme. As part of the scheme, disposal/liquidation of all other subsidiaries/assets/businesses shall be undertaken by Kelanamas. Any corporate guarantee liabilities arising from the liquidation of these subsidiaries and associated companies will be assumed by the Company in its debt restructuring schemes. L&M CORP: Variance In Results Due Unit Consolidation ---------------------------------------------------- L & M Corporation (M) Bhd (LMCM) announces that the audited annual results for the year ended 31 December 2000 differed from the unaudited results previously announced by RM3,298,240. This is primarily due to the consolidation of L & M Agencies Sdn Bhd (LMA) that had previously been excluded from the unaudited consolidated financial statement. Other adjustments include written back of merger reserve deficit attributable to L & M Geotechnic Sdn Bhd (LMG), L & M Instrumentation Sdn Bhd (LMI) and LMA that had previously been written off in full and net liabilities of LMCM, LMG and LMI previously over accrued in the unaudited consolidated financial statement. Unaudited profit after tax for the year RM13,031,335 Less: Consolidating the net liabilities of LMA previously excluded from consolidation (RM7,862,764) Add: Merger reserve deficit attributable to LMG, LMI and LMA now written back RM3,213,636 Net liabilities of LMCM, LMG and LMI over accrued previously RM1,350,888 Profit after tax for the year as per audited account RM9,733,095 Background On 29 May 2000, the High Court granted the Company a restraining and stay order pursuant to section 176 of the Companies Act, 1965 which has been extended. On 22 November 2000, the Company filed an application for another extension for a further period of 90 days from 1 December 2000 to 28 February 2001. Meanwhile, L&M proposes to undertake a restructuring scheme which involves: i) transfer of its listing status to Eastern Atlas Bhd (EAB), a newly incorporated company; ii) disposal of the entire equity interests in L&M Geotechnic Sdn Bhd (LMG) and L&M Instrumentation Sdn Bhd (LMI) to EAB; iii) rights issue; iv) composite scheme of arrangement with financial institutions and trade and other creditors of L&M and/or LMG and/or the subsidiaries of L&M with corporate guarantees from L&M encompassing five separate schemes of arrangement; v) acquisition by EAB of the entire equity interests in Satujaya Sdn Bhd, Kayman Integrated Sdn Bhd and Vistashine Sdn Bhd; vi) liquidation of the remaining subsidiaries of L&M, excluding LMG and LMI; and vi) listing of EAB on KLSE. L&M and its companies had mainly provided specialized engineering and construction services. Currently, other than the Pelabuhan Tanjung Pelepas Project undertaken by L&M Geotechnic Sdn Bhd, there are neither any on-going projects nor new projects secured by other subsidiary companies. Subsidiaries L&M Piling Sdn Bhd and L&M Prestressing Specialist Sdn Bhd were wound up by creditors on 1 June 2000 and 5 July 2000 respectively. PICA CORP: Demand Notice For Debt Repayment Received ---------------------------------------------------- In addition to the Company's announcement on 7 June 2001 regarding the status of the Company's Guaranteed Revolving Underwriting Facility amounting to RM60 million (GRUF), Pica (Malaysia) Corporation Berhad announces that it had received a notice of demand from the Guarantor Bank's solicitors, Messrs. Shearn Delamore & Co. Shearn Delamore & Co are demanding repayment of the outstanding debt within 7 days from the notice date. The Company conducted discussions with the Guarantor Banks in order to restructure the debt. No agreements have be finalized as of the date hereof. Profile Pica specializes in direct equity and equity-related investment, and through its subsidiaries, is also involved in specialized financial activities including the offer and arrangement of equity investments and the provision of mezzanine capital and equity financing. Pica makes direct investment in and offers financial assistance to emerging companies where the injection of additional capital and financing can generate growth and enhance the profitability of these companies. The Company seeks out under-performing and/or under-valued companies with significant growth potential. Through equity- participation, it uses its expertise to restructure these companies and add value to its clients. Its skills range from corporate finance management to strategic planning and investment advisory services. In addition, Pica's network allows it to offer and arrange intermediary services between Malaysian and overseas investors and businesses to capitalize on existing resources and to develop new markets. Its subsidiaries are also involved in money-lending, fund management and investment advisory services. In February 2000, the Company embarked on a rigorous plan to invest in IT-related ventures, via its newly incorporated subsidiary Pica dotCom. Pica dotCom entered into an agreement to acquire a 20 percent stake in Oxford Media Sdn Bhd, a premier e- commerce payment solution provider through a system called CYBANK. The 20 percent stake entitles the Company to a 14 percent equity interest in CB International Ltd, the owner of intellectual property rights to the CYBANK system. SUNGEIWAY HOLDINGS: Placed Under Voluntary Liquidation ------------------------------------------------------ Sunway Holdings Incorporated Berhad announces that Myanmar SungeiWay Holdings Limited (MSHL), a 99.9 percent subsidiary of Suninc has been placed under members' voluntary liquidation on 28 June 2001 by a special resolution passed at the Extraordinary General Meeting of MSHL held on 28 June 2001. The issued and fully paid-up capital of MSHL is 250,000 Kyats which is equivalent to US$40,697. MSHL was incorporated in Myanmar to carry out general trading but has remained dormant since its inception. The voluntary liquidation of MSHL is undertaken as there is no immediate and foreseeable investment plans in Myanmar in the future. The voluntary liquidation of MSHL will not have any material impact on the net tangible assets and earnings per share of the Suninc Group for the financial year ending 31 December 2001. Profile The Group is an integrated construction group with core businesses in quarrying, manufacturing of building materials, construction and property development. Among the Group's significant projects are the Kajang Traffic Dispersal Ring Road worth RM840 million, the North-West Kuala Lumpur Traffic Dispersal scheme worth RM550 million and two other contracts at KLIA worth RM160 million. In late 1995 and 1996, the Group expanded its quarrying activities to Vietnam to capitalize on the fast-growing construction sector in Vietnam. Apart from Vietnam, the Group has offices in Singapore and Hong Kong. Within the Group's stable of companies, Sunway Construction Bhd and Sunway Building Technology Bhd (Suntech) are also listed on the KLSE. In addition, the Group has a 22.7 percent stake in listed company, Gopeng Bhd which will ensure the Group a steady supply of cement, a major raw material required in most of its businesses. As of September 2000, its stake has diluted to 19.6 percent. In 1999, the Group completed two 50:50 JVs with Pioneer International Holdings Pty Ltd (Pioneer) in the quarrying and premix businesses, and in the ready-mixed concrete business. The Group's quarry and asphalt businesses were transferred to a JVC, Sunway-Pioneer Quarry (SPQ) while Suntech merged its ready- mixed entity with Pioneer, under Pioneer Sun-Mix Concrete (PSMC). Together, SPQ and PSMC are the country's leading quarry operator/asphalt supplier and ready-mixed concrete producer, respectively. UNITED ENGINEERS: Unit Remains In Default ----------------------------------------- United Engineers (Malaysia) Berhad revealed its wholly-owned subsidiary, Expressway Lingkaran Tengah Sdn Bhd (ELITE) is still in default in its payment of principal and interest on its RM400.0 million Bond Issue Facility (BIF), RM440.0 million Note Issue Facility (NIF) and RM100.0 million Bridging Loan Facility (BLF). ELITE informed the Company that as of 28 June 2001, it has fully utilized its BIF, NIF and BLF, amounting to RM940.0 million. The principal and interest due and payable as at 28 June 2001 for the above-mentioned facilities are as follows: Type of Facility Default Principal Default Interest As of 28 June 2001 1. BIF RM400.0 million RM65.9 million 2. NIF RM440.0 million RM43.1 million 3. BLF RM100.0 million RM15.6 million Total RM940.0 million RM124.6 million The BIF and NIF are secured by way of the following: (i) A fixed and floating charge over all present and future assets, revenues and rights of ELITE other than any such property, assets, revenues and rights, subject to the Deed of Assignment; and (ii) An assignment of all contracts for the works, Construction Guarantee and Performance Bonds required to be issued in respect of Construction Works; all insurances taken by ELITE in relation to the Concession and Shareholder's undertakings. ELITE is currently looking at various alternatives with regard to its proposed issuance of Al-Bai Bithaman Ajil Islamic Debt Securities (BaIDS) with face value of RM1,860 million in series with tenures of 5 years to 13 years and a profit of 5 percent on the face value payable semi-annually, which it had obtained a conditional approval from the Securities Commission (SC) in February 2001. However, before the BaIDs can be issued, the Primary Subscriber, PJB Capital Sdn Bhd (PJB) was required to meet certain requirements imposed by SC. After a series of correspondences and meetings, PJB informed that it is unable to fully comply with SC's requirements and thereafter, PJB has forwarded a written request to ELITE to be relinquished from its role as primary subscriber. As of today, ELITE has yet to respond to PJB's request. In the meantime, ELITE is negotiating with its existing lenders on a proposed payment of interim interest whilst various alternatives are being explored to resolve the matter expeditiously. ===================== P H I L I P P I N E S ===================== NATIONAL POWER: Drops US$150-400M Scheduled Bond Flotation ---------------------------------------------------------- Cash-strapped state-owned National Power Corp (Napocor) plans to ride on the National Government's bond flotation this month, dropping its next month's planned US$150-million to $400-million bond float scheduled in order to cut costs, The Business World reported yesterday. The Department of Finance plans to go to the international capital market to float a ten-year global bond issue worth some $500 million. The DF asked the company to hold its own bond float for it expects to generate enough proceeds from the bond float due to the strong optimism of investors in the Philippine debt papers. "I agree with the DoF that it will be better for Napocor's financial position if we just join with the DoF's bond float. But then if the proceeds (from the bond issuance) will not be enough, we may have to continue with our own borrowing to settle our own obligations," a Napocor official said Tuesday in an interview. Napocor has been planning the US$500 million bond float as early as last year but its financial condition failed to attract lenders. In fact, it suffered the biggest ever net loss of PhP12.9 billion last year from only PhP5.6 billion the previous year. URBAN BANK: Export Bank Finalizes Reopening ------------------------------------------- Urban Bank's white knight, Export Industry Bank (EIB) signed a memorandum of agreement (MOA) this week with the Philippine Deposit Insurance Corp (PDIC) and the National Association of Urban Bank Inc. and Urbancorp Investments Inc. Depositors and Creditors (NAUD), The Star reported yesterday. The MOA is expected to trigger a series of activities leading to the reopening of the bank by end August. It also recognizes the functional merger between Urban Bank Inc. (UBI), Urbancorp Investment Inc. (UII) and EIB. However, before the MOA is signed, the Monetary Board of the Bangko Sentral ng Pilipinas needs to approve the rehabilitation plan. The white knight anticipates the biggest hurdle is to be that of getting a 100 percent approval from the creditors and depositors of UBI and UII. Benjamin P. Castillo, President of EIB said they have almost hit the 90-percent mark, and that the NAUD is giving all our support in getting the remaining minority individuals and corporations to give their approval. Urban Bank was placed under the receivership of PDIC in April 2000 after it declared a bank holiday and was later found insolvent and illiquid. =============== T H A I L A N D =============== CENTRAL PAPER: No Warrant Exercise In June ------------------------------------------ Central Paper Industry Public Company Limited (CPICO) issued 120 million units of warrant No.1 (CPICO-W1) with 10 years term offering to the existing shareholders during July 11-18, 2000. The exercise is fixed on every 3 months of the normal working hours of the Company's share registrar on the 15th of March, June, September and December of each year through the maturity date. The Exercise Date shall be on 15 September 2000 while the last Exercise Date shall be on 15 June 2010 respectively. One unit of warrant gives the right to the holder to purchase one share of the company in the Exercise Price of Bt10 per share. On the Exercise Date of 15 June 2001, no warrant-holders had exercised the warrants. MEDIA OF MEDIAS: Plan Examination Postponed To July 23 ------------------------------------------------------ A meeting for the examination Business Reorganization Plan of Media of Medias (Public) Company Limited was originally planned for July 9, 2001. The examination of the plan has been postponed to July 23 at 9.30 a.m. at the Bankruptcy Court, according to Company Planner Yuwadee Boonrong. Yuwadee earlier announced the company completed the Business Reorganization Plan and submitted the plan to the official in charge of bankruptcy and reorganization on June 4, 2001. THAI DURABLE: EGM Resolves Debt Workout Deal -------------------------------------------- Thai Durable Textule Public Company Limited announces the Extraordinary General Meeting of Shareholders of the Company held on 9 July 2001, at 11.00 a.m. at Suisian Room, 9th Floor Landmark Hotel, 138 Sukhumvit Road, Klongtoey, Bangkok resolved the following: 1. That the debt restructuring and the preparation of rehabilitation plan of the Company be acknowledged according to the following details: According to the Debt Restructuring Agreement dated 27th December, 2000 and the Amendment to Debt Restructuring Agreement dated 24th May, 2001 entered into between Thai Durable Textile Public Company Limited and Bangkok Bank Public Company Limited (BBL) for the purpose of restructuring of the Company's debt owed to BBL by way of conversion of debt into equity, the Company and BBL agreed that the unpaid interest of the principal owed by the Company to BBL shall be partly converted into the Company's shares. The remaining unpaid interest shall be deducted in accordance with the terms and conditions of the Debt Restructuring Agreements. The conversion of the unpaid interest will require the Company to issue and allocate 30,051,000 new ordinary shares to BBL at the offering price of not less than Bt1.00. After the subscription of new ordinary shares by BBL, BBL will hold the Company's shares equivalent to 10 percent of the then total issued shares. In addition, the Company is currently in the process of preparing a rehabilitation plan, assisted by its financial advisor, and will then provide it for the consideration the shareholders' meetings. If the rehabilitation plan is approved by the shareholders then the rehabilitation plan shall be submitted to the Stock Exchange of Thailand to enable the Company's shares to be traded in the Stock Exchange of Thailand. As a result of the Debt Restructuring Agreements and the rehabilitation plan, the Company is required to increase its registered capital for another Bt4,318,517,000 by issuing 431,851,700 new ordinary shares. 2. That an increase of capital of the registered capital of the Company of another Bt4,318,517,000 divided into 431,851,700 new ordinary shares from the existing registered capital of Bt700,000,000 to the new registered capital of Bt5,018,517,000 divided into 501,851,700 ordinary shares at the par value of Bt10 each and the amendment to Clause 4. (Registered Capital) of the Memorandum of Association to reflect the increase of the registered capital, be approved. 3. That the allocation of 431,851,700 new ordinary shares at the par value of Bt10 each as follows: (1) To allocate 30,051,000 new ordinary shares to Bangkok Bank Public Company Limited (BBL) which is a creditor of the Company, in accordance with the Debt Restructuring Agreement dated 27 December 2000 and the Amendment to Debt Restructuring Agreement dated 24th May, 2001 (Debt Restructuring Agreements). The allocation of the new ordinary shares to BBL shall be by way of private placement in accordance with the SEC's notification re: application and permission for offer of new shares. The periods for the allocation of the above new ordinary shares are as follows: (1.1) To allocate 18,900,000 new ordinary shares at the offering price of Bt1.00 to BBL within seven months from the execution date of the Debt Restructuring Agreements. The terms and conditions and other relevant details will be determined at the discretion of the Board of Directors; and (1.2) To allocate 11,151,000 new ordinary shares at the offering price of Bt1.00 or more. The allocation of these new shares must be completed within a twelve-month period from the completion of the allocation under (1.1) above. The terms, conditions and other relevant details will be determined at the discretion of the Board of Directors. (2) To allocate 100,100,000 new ordinary shares by way of rights issue to the existing shareholders whose names appear on the share register book on 20th June, 2001 at the ratio of one existing share : 1.43 new shares (any fraction of shares would be disregarded) at the offering price of Bt1.00 per share. The subscription period will be between 16 - 20 July 2001. The Board of Directors shall be authorized to allocate any unsubscribed shares from the rights offering to the shareholders who subscribe for excess rights shares at the same offering price on the pro rata basis by reference to the total number of unsubscribed shares and the total number of shares subscribed under the excess entitlements. The terms, conditions and any other offering details shall be determined at the discretion of the Board of Directors. (3) To allocate 100,359,000 new ordinary shares and any unsubscribed shares remaining from the rights issue or as a result of the fraction of shares under (2) above to the existing shareholders by rights issue at the offering price of Bt1.00 or more per share. Any fraction of shares will be disregarded. Any unsubscribed shares not taken up by the existing shareholders will be allotted at the same offering price to the shareholders who subscribe for excess rights shares on the pro rata basis by reference to the total number of unsubscribed shares and the total number of shares subscribed under the excess entitlements. The terms, conditions and offering details, such as the closing date of the share register book to determine the shareholders' entitlement to the allotment of the rights shares, the ratio of the existing shares to new ordinary shares under the rights issue, the offering price and the subscription period shall be determined at the discretion of the Board of Directors. (4) To allocate 201,341,700 new ordinary shares and any unsubscribed shares remaining from the rights issue or as a result of the fraction of shares under (3) above to the existing shareholders by rights issue at the offering price of Bt1.00 or more per share. Any fraction of shares will be disregarded. Any unsubscribed shares not taken up by the existing shareholders will be allotted at the same offering price to the shareholders who subscribe for excess rights shares on the pro rata basis by reference to the total number of unsubscribed shares and the total number of shares subscribed under the excess entitlements. The terms, conditions and offering details, such as the closing date of the share register book to determine the shareholders' entitlement to the allotment of the rights shares, the ratio of the existing shares to new ordinary shares under the rights issue, the offering price and the subscription period shall be determined at the discretion of the Board of Directors. (5) Any unsubscribed shares remaining from the rights issue and/or as a result of the fraction of shares under (4) above may be offered in one or several tranches from time to time by way of private placement at the offering price of Bt1.00 or more per share in accordance with the Notification of the Securities and Exchange Commission re: application and permission for the offer of new shares. The details of the offer, such as conditions, subscription period, offering price and other relevant details shall be determined at the discretion of the Board of Directors. The offering price of Bt1.00 or greater per share under (1), (2), (3), (4) and (5), which is lower than the par value of Bt10 each, can be made in accordance with Section 52 of the Public Companies Act B.E. 2535. It is provided that a company that has been operating at least one year may offer shares at the price lower than the par value if it has accumulated loss and the shareholders' approval is obtained. The Company had accumulated loss as shown in its financial statement as of 31 December 2000. THAI PETROCHEMICAL: EGCOMP Negotiates Plant Purchase ---------------------------------------------------- Electricity Generating Public Company Limited (EGCOMP) informed the Stock Exchange of Thailand it intends to participate in the bidding for Thai Petrochemical Industry Public Company Limited power plant shares. The investment criteria must comply with EGCOMP's investment guidelines and it must enhance shareholder value. SIAM STEEL: Announces Debt to Equity Conversion ----------------------------------------------- Siam Steel International Public Company Limited announced it has already converted a portion of its debts in the amount of Bt722,024,910 to new shares at the conversion price of Bt10 per 1 new ordinary share. As a consequence, the paid-up capital of the company will be increased from Bt365,000,000 to Bt1,087,024,910. The company is required to restructure Tier 3 debt of Bt1,270,671,110 by means of a debt to equity conversion in favor of the 24 Financial Institution Creditors. The remaining of Tier 3 debts of Bt548,646,200 will be converted to equity later. 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, Maria Vyrna Nineza, Ronald Villavelez, 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 ***