/raid1/www/Hosts/bankrupt/TCRAP_Public/010731.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, July 31, 2001, Vol. 4, No. 148
Headlines
A U S T R A L I A
131 SHOP.COM: Posts Cash Flows Report
CABLE & WIRELESS: SingTel's Offer Period Extended
OPTECOM LIMITED: To Acquire Ambri, Issue New Shares, Options
WORLD IT: Joint, Several Receivers Appointed
C H I N A & H O N G K O N G
AEROLIGHTS ENTERPRISES: Faces Winding Up Petition
CHINA RESOURCES: Ng Fung Sells East World Stake
CIL HOLDINGS: Shares Trading Suspended
GALAXY WIN: Winding Up Petition Set For Hearing
HUNG FAI: Winding Up Petition Served
PACIFIC CENTURY: Warrants Trading To Cease Monday
WINFUL RICH: Faces Winding Up Petition
I N D O N E S I A
ASTRA INTL: Expects Gains Of $400M From Unit's Sale
BANK INTERNASIONAL: Mandiri To Use Recap Bonds For Acquisition
J A P A N
FUJITSU LIMITED: Long-Term Debt Rating Downgrade Possible
MATSUSHITA ELECTRIC: Long-Term Debt Rating Downgrade Possible
SNOW BRAND: Prosecutors Indict Ex-Plant Manager
K O R E A
DAEWOO ELECTRONICS: Creditors Agree To Debt Swap
DAEWOO HEAVY: Plans To Sell Stake In Korea Rolling
DAEWOO SHIPBUILDING: VP Jung Named New CEO
HYNIX SEMICON: Separation From Group Effective August 1
HYUNDAI ENGINEERING: Postpones Proposed Sale Of Building
M A L A Y S I A
ACTACORP HOLDINGS: Investment In TCSB Reaches RM48.82M
IDRIS HYDRAULIC: Seeking Options To Raise Funds
PILECON ENGINEERING: Unit Faces Winding Up Petition
RENONG BERHAD: Agrees to Rescind Assets SPA to UEM
SAPURA TELECOM: Evaluating Loss-Making Subsidiaries
SISTEM TELEVISYEN: Revises Proposed Restructuring Scheme
SRI HARTAMAS: Creditors OK Workout Proposal For Unit
TECHNO ASIA: Minority Owners Seek Removal Of SAs
UNITED ENGINEERS: Syarikat Danasahan Won't Revise Offer Price
P H I L I P P I N E S
NATIONAL BANK: Govt Offers Tan Equal Ownership
NATIONAL POWER: Expects Release PNB's Bridge Financing Loan
S I N G A P O R E
GOLDEN AGRI: Explains Auditors' Reports
GOLDEN AGRI: Discloses Accounting Firms Hired
GOLDEN AGRI: Requests For Trading Resumption
T H A I L A N D
BANGCHAK PETROLEUM: Sells Sukhapiban Service Station
MK REAL ESTATE: Strikes Debt Workout Deal With Gamma Capital
PRECHA GROUP: Securities Trading Still Suspended
QUALITY HOUSES: New Company President Appointed
SUBMICRON TECHNOLOGY: Creditors' Meeting Scheduled
SURANAKORN MUANGMAI: Petition Filed With Bankruptcy Court
TUNTEX THAILAND: OKs Unit Debt Settlement With Bangkok Bank
TUNTEX THAILAND: EGM Appoints Khongthanarat As New Director
- - - - - - - -
=================
A U S T R A L I A
=================
131 SHOP.COM: Posts Cash Flows Report
-------------------------------------
131 Shop.com.au Limited posted the following report for entities
on basis of commitment for the fourth quarter:
Quarterly Report For Entities
On Basis Of Commitments
Name of entity
Focus Technologies Limited (formerly 131 Shop.com.au Limited)
ACN or ARBN Quarter ended ("current quarter")
087 360 996 30/06/2001
Consolidated Statement Of Cash Flows
Cash flows related to Current Year to date
operating activities Quarter (12 months)
AU$'000 AU$'000
1.1 Receipts from customers - 151
1.2 Payments for
(a) staff costs (16) (361)
(b) advertising & marketing - (104)
(c) research & development - -
(d) leased assets - -
(e) other working capital (247) (1,582)
1.3 Dividends received - -
1.4 Interest and other items of
a similar nature received 35 69
1.5 Interest and other costs of
finance paid - (3)
1.6 Income taxes paid - -
1.7 Other (provide details if material) (388) (388)
1.8 Net Operating Cash Flows (616) (2,218)
The above payments of $388,000 shown at Item 1.7 relate
primarily to legal and other professional costs associated with
the acquisition of RedStar ITC Pty Ltd, TIG International Pty
Ltd and Mincom Pty Ltd together with other costs associated with
the restructuring of the company.
Cash flows related to investing activities
1.9 Payment for acquisition of:
(a) businesses (item 5) - -
(b) equity investments - -
(c) intellectual property - -
(d) physical non-current assets - -
(e) other non-current assets - -
1.10 Proceeds from disposal of:
(a) businesses - -
(b) equity investments - -
(c) intellectual property - -
(d) physical non-current assets 4 93
(e) other non-current assets - -
1.11 Loans to other entities - -
1.12 Loans repaid by other entities - -
1.13 Other (provide details if material) - -
Net investing cash flows 4 93
1.14 Total operating and
investing cash flows (612) (2,125)
Cash flows related to financing activities
1.15 Proceeds from issues of
shares, options, etc. - 2,250
1.16 Proceeds from sale of
forfeited shares - -
1.17 Proceeds from borrowings - 90
1.18 Repayment of borrowings - (200)
1.19 Dividends paid - -
1.20 Other (provide details if material) - (176)
Net financing cash flows - 1,964
Net increase (decrease) in cash held (612) (161)
1.21 Cash at beginning of quarter/
year to date 1,620 1,169
1.22 Exchange rate adjustments to item 1.20 - -
1.23 Cash at end of quarter 1,008 1,008
PAYMENTS TO DIRECTORS OF THE ENTITY AND ASSOCIATES OF THE
DIRECTORS
PAYMENTS TO RELATED ENTITIES AND ASSOCIATES OF THE RELATED
ENTITIES
Current Quarter
A$'000
1.24 Aggregate amount of payments to
the parties included in item 1.2 120
1.25 Aggregate amount of loans to the
parties included in item 1.11 -
1.26 Explanation necessary for an understanding
of the transactions
During the quarter a total of $66,712 was paid to 3 former
directors in settlement of fees and entitlements accrued but not
paid in prior quarters. In addition, during the quarter $27,000
was paid to a current director in settlement of fees accrued but
not paid in prior quarters.
These payments are included in "Other Working Capital" in Item
1.2.
Non-Cash Financing And Investing Activities
2.1 Details of financing and investing transactions which have
had a material effect on consolidated assets and liabilities but
did not involve cash flows
N/A
2.2 Details of outlays made by other entities to establish or
increase their share in businesses in which the reporting
entity has an interest
M/A
Financing Facilities Available
Add notes as necessary for an understanding of the position.
Amount Amount
available used
A$'000 A$'000
3.1 Loan facilities Nil Nil
3.2 Credit standby arrangements Nil Nil
Reconciliation Of Cash
Reconciliation of cash at the end Current Previous
of the quarter (as shown in the quarter quarter
consolidated statement of cash flows) A$'000 A$'000
to the related items in the accounts
is as follows.
4.1 Cash on hand and at bank 1,008 1,620
4.2 Deposits at call - -
4.3 Bank overdraft - -
4.4 Other (provide details) - -
Total: cash at end of quarter (item 1.22) 1,008 1,620
Acquisitions And Disposals Of Business Entities
Acquisitions Disposals
(item 1.9(a)) (Item 1.10(a))
5.1 Name of entity Nil Nil disposals
acquisitions
5.2 Place of incorporation
or registration N/A N/A
5.3 Consideration for
acquisition or disposal - -
5.4 Total net assets - -
5.5 Nature of business N/A N/A
COMPLIANCE STATEMENT
1. This statement has been prepared under accounting policies
which comply with accounting standards as defined in the
Corporations Law or other standards acceptable to ASX.
2. This statement does give a true and fair view of the matters
disclosed.
CABLE & WIRELESS: SingTel's Offer Period Extended
-------------------------------------------------
Cable and Wireless Optus announced Saturday the extension of
SingTel Australia Investment Limited's Offer period for ordinary
shares in the company.
The Offer is subject to a number of conditions, set out in
Section 9.12 of the Offer document. Among these is approval by
the Australian Treasurer under the Foreign Acquisitions and
Takeovers Act.
On June 22, 2001, SingTel Australia advised that the approval
has not yet been obtained and the Foreign Investment Review
Board (FIRB) has extended the period for examination of SingTel
Australia's application for approval. As a result, SingTel
Australia extended the Offer period for 1 month, so that the
closing date of each Offer was extended to 7.00 pm (Sydney time)
on August 3, 2001.
SingTel Australia is continuing to hold detailed discussions
with relevant agencies in Australia and the United States.
SingTel Australia continues to assess that the FIRB application
process is progressing well and SingTel Australia remains
confident of resolving outstanding issues.
However, FIRB approval may not be received by August 3, 2001 and
so it is necessary to extend the Offer period again pending
completion of the FIRB process.
Accordingly, SingTel Australia gives notice that it varies the
Offer by extending the Offer period for 1 month, so that the
closing date of each Offer is extended from 7.00 pm (Sydney
time) on August 3, 2001 to 7.00 pm (Sydney time) on September 3,
2001.
The extension of the Offer period to September 3, 2001 should
not be taken to imply that the conditions of the Offer,
including the Australian Treasurers approval, would be satisfied
by that time.
As a result of the Offer period being extended, some Optus
shareholders will have a right to withdraw their acceptance
under section 650E of the Corporations Act 2001.
For more information please contact:
Computershare Investor Services Pty Limited
1800 501 501 (for callers in Australia) or
+61 3 9615 5970 (for international callers).
For questions about the Offer, please call:
Optus Shareholder Information Line
1 800 677 678.
OPTECOM LIMITED: To Acquire Ambri, Issue New Shares, Options
------------------------------------------------------------
Optecom Limited in its letter to shareholders and investors
Saturday said, as previously advised, the company has ceased all
operating activities related to sponsored telephony, divested
the majority of its assets and discharged all material
liabilities. This left the company with $11,000,000 in available
cash reserves, net of remaining liabilities.
The company's directors also informed that the company has
agreed, subject to obtaining all necessary shareholder
approvals, to acquire Ambri. This will provide an exciting new
direction for the company in Critical Care diagnostic testing, a
rapidly growing area of human healthcare.
The Ambri(R) Technology is the product of over a decade of
research by the CSIRO, the University of Sydney, the CRC and
Ambri in relation to the development of a novel biosensor
technology based upon a synthetic membrane.
Some of the features of the Ambri(R) System, based upon the
Ambri(R)Technology may be summarized as follows:
* it is intended to be a "platform technology" which will
comprise an instrument with a series of single use, Disposable
Sensors, each capable of performing specific diagnostic tests,
such as for pregnancy and heart attack markers
* the Ambri(R) System will be designed for use in Critical
Care Units by doctors, nurses and other staff and will require
little technical training
* the Ambri(R) System has the potential to provide test
results of equivalent quality to the test results of the Central
Laboratories in less than 5 minutes
* it is intended that the Ambri(R) System will have the
ability to provide quantitative results, such as the degree of
heart muscle damage, an indication of the occurrence and
severity of a heart attack in a patient
* the Ambri(R) System may have many applications outside the
medical diagnostic field, including food safety, environmental
testing, veterinary diagnosis and defense applications.
Ambri has an experienced management team and highly qualified
staff, led by Joe Shaw. Joe has had over 20 years experience in
the medical diagnostics industry. An Option Plan and Share Plan
will be put in place, subject to Shareholder approval, to
motivate the executives and staff. It is intended that the
vesting of Shares and Employee Options granted to the Executives
under the Share Plan and Option Plan will be made subject to
performance hurdles linked to the achievement of certain
commercial milestones.
The proposed board of directors also has a considerable depth of
business experience and talent in a number of fields, together
with specific experience in the healthcare industry.
The company intends to raise $21,500,000 through the issue of
new shares under the share offer, which has been underwritten by
Macquarie. This, together with the company's available cash
reserves of $11,000,000, will increase the company's total cash
reserves to $32,500,000.
Following a payment of $10,000,000 to Pacific Dunlop as part
consideration for the acquisition of Ambri and after issue costs
of approximately $2,100,000, the company's cash reserves are
expected to be $20,400,000.
The funds will be utilized to progress the commercialization of
the Ambri(R) Technology to permit the launch of the Ambri(R)
System and the Initial Products in the Australian market and to
introduce them into the United States market. Shareholders and
potential investors should be aware that the Ambri(R) Technology
has not yet been commercialized and accordingly, investment in
the company is speculative in nature.
Shareholders will receive 1 Bonus Option for every 10 Shares
held as at the Record Date, post the proposed 20 to 1 share
consolidation.
The purpose of the issue of Bonus Options is to give
Shareholders the opportunity to make a further investment in the
company in the future when they can see progress in the
implementation of the business plan.
The transaction detailed in the prospectus is conditional upon
shareholder approval of the essential resolutions, to be sought
at a general meeting scheduled for August 23, 2001.
WORLD IT: Joint, Several Receivers Appointed
--------------------------------------------
The directors of Travelshop Limited announced Saturday that they
have resolved to appoint Gess Michael Gambaldi and Tim Arthur
Jonas of Pitcher Partners as joint and several Receivers to
World IT under the provisions of a fixed and floating charge
agreement taken as part security for the $500,000 subscribed by
way of convertible notes.
The directors of Travelshop through the Receivers have initiated
contact with the major suppliers to World IT with the goal of
establishing a business plan and commercial outcome to current
issues, leading to profitable opportunities for the business in
future.
The company previously announced on April 12, 2001 the
subscription of $500,000 by way of convertible notes to World IT
Limited (World IT). On May 17, 2001 the directors announced the
acquisition of 8,395,000 shares in World IT (approximately 15
percent of the issued share capital) by way of a share exchange.
================================
C H I N A & H O N G K O N G
================================
AEROLIGHTS ENTERPRISES: Faces Winding Up Petition
-------------------------------------------------
Aerolights Enterprises Limited is facing a winding up petition
to be heard before the High Court of Hong Kong on September 12,
2001. The petition was filed with the Court by The National
Commercial Bank Limited Hong Kong Branch of Nos. 1-3 Wyndham
Street, Central, Hong Kong.
CHINA RESOURCES: Ng Fung Sells East World Stake
-----------------------------------------------
On July 24, 2001, Ng Fung Hong Limited, a subsidiary of the
China Resources Enterprise Limited (the Company), entered into
an agreement with the Purchasers in relation to the disposal by
the Vendor of its 55 percent equity interests in East World
International.
Upon completion of the Agreement, the Company will have
effectively disposed of its entire equity interests in East
World International to the Purchasers for an aggregate
consideration of HK$10 million.
The Purchasers are existing substantial shareholders and
directors of East World International and are considered as
connected parties under the Listing Rules. Therefore, the
Agreement constitutes a connected transaction for the Company
under the Listing Rules.
However, as consideration and value of the disposal fall within
Rule 14.25(1) of the Listing Rules, shareholder approval of the
Company is not required for the disposal. Details of the
disposal required under the Listing Rules will be included in
the next published annual report and accounts of the Company.
The Agreement
Date: 24 July 2001
Vendor: Ng Fung Hong Limited (NFH), a subsidiary of the
Company
Purchasers: Messrs. Chan Kim Man (for 27 percent) and Chan Kwok
Wai (for 28 percent)
Asset to be disposed of
55 percent equity interest in East World International held by
NFH prior to the disposal. Upon Completion, the Company shall
cease to have any direct or indirect equity interest in East
World International. East World International's only asset is a
100 percent equity interest in Zhongshan Changrong Packaging
Industrial Co., Ltd., which is engaged in the production and
sale of packaging material. The audited financial performance of
East World International for the two years ended 31st December,
2000 is as follow:
2000 1999
HK$m HK$m
Turnover 26.3 53.1
Profit/(Loss) before tax (1.9) 5.4
Profit/(Loss) after tax (2.0) 5.1
Consideration and Payment Terms
The consideration of HK$10 million shall be payable in the
following manner:
(a) HK$4 million on or before 30th July, 2001; and
(b) HK$6 million on or before 20th December, 2001.
The consideration was agreed after arm's length negotiations
between the Vendor and the Purchasers on normal commercial terms
with reference to East World International's business
performance in recent year. The directors of the Company
(including the independent non-executive directors) consider the
term of the disposal to be fair and reasonable and of commercial
benefit to the Company.
Completion
Completion of the Agreement is expected to take place within 7
days after the date of the Agreement.
Reason For Disposal
NFH has adopted a strategy of expanding its food distribution
operation in the Chinese Mainland. The Directors consider that
the disposal represents a good opportunity for NFH to realize
its investment in East World International and re-deploy the
proceeds from the disposal for the development and future
expansion of its food distribution operation.
General
As the purchasers are existing substantial shareholders and
directors of East World International, the Agreement constitutes
a connected transaction for the Company under the Listing Rule.
As the consideration and value of the disposal falls within Rule
14.25(1) of the Listing Rules, no shareholder approval is
required for the disposal. Details of the disposal required
under the Listing Rules will be included in the next published
annual reports and accounts of the Company.
CIL HOLDINGS: Shares Trading Suspended
--------------------------------------
At the request of CIL Holdings Limited, trading in its shares
will be suspended effective 10:00 a.m. Monday, 30 July 2001,
pending the issue of an announcement regarding the results of
the hearing on 30 July 2001 in relation to the winding-up
petition against the Company by Sin Hua Bank Limited.
GALAXY WIN: Winding Up Petition Set For Hearing
-----------------------------------------------
The winding up petition of Galaxy Win Development Limited is
scheduled to be heard before the High Court of Hong Kong on
September 19, 2001, at 9:30 a.m. The petition was filed with the
court on June 29, 2001, by Sin Hua Bank Limited, a banking
corporation duly incorporated under the laws of the People's
Republic of China and having branch office at Nos. 2A Des Voeux
Road Central, Hong Kong.
HUNG FAI: Winding Up Petition Served
------------------------------------
A petition to wind up has been served on Hung Fai Textiles
Company Limited. The petition is scheduled for hearing before
the High Court of Hong Kong on September 26, 2001, and was filed
by The China State Bank Limited, whose office is located at
China State Bank Building, Nos. 39-41 Des Vouex Road Central,
Hong Kong, on July 9, 2001.
PACIFIC CENTURY: Warrants Trading To Cease Monday
-------------------------------------------------
Market participants are requested to note that dealings in the
2001 European Style (Cash Settled) Call Warrants relating to
existing issued ordinary shares of HK$0.05 each of Pacific
Century CyberWorks Limited issued by KBC Financial Products
International Ltd. (stock code: 2213) will cease after the close
of business on Monday, 30 July 2001 and listing of which will be
withdrawn after the close of business on Friday, 3 August 2001.
WINFUL RICH: Faces Winding Up Petition
--------------------------------------
Winful Rich Development Limited is facing a winding up petition,
which will be heard before the High Court of Hong Kong on
September 12, 2001. The petition was filed with the Court on
June 28, 2001 by The National Commercial Bank Limited Hong Kong
Branch of Nos. 1-3 Wyndham Street, Central, Hong Kong.
=================
I N D O N E S I A
=================
ASTRA INTL: Expects Gains Of $400M From Unit's Sale
---------------------------------------------------
Astra International is expecting to rake in up to $400 million
in profits from the planned sale of plantation subsidiary Astra
Agro Lestari, IndoExchange reported Friday, citing Singapore-
based Business Times.
This expected sale revenue will be used to cut the group's hefty
debts amounting to $1.6 billion, which have been restructured,
with $685-million and Rp819-billion tranches.
According to the report, the first principal payment for the
second-series debts is due by end of next year.
Currently, Astra International is considering seeking
renegotiations for the repayment terms with mostly Japanese
creditor banks, the report said.
BANK INTERNASIONAL: Mandiri To Use Recap Bonds For Acquisition
--------------------------------------------------------------
State-owned Bank Mandiri has announced plans to use funds from
its recapitalization bonds to acquire PT Bank Internasional
Indonesia (BII), Jakarta Post reported Saturday.
Bank Mandiri President E.C.W. Neloe was quoted as saying, "There
haven't been any decisions yet, but we have stated that we want
to pay (for the acquisition) with the recapitalization bonds."
The bonds would be paid to the Indonesian Bank Restructuring
Agency (IBRA), the 56.7 percent stakeholder of BII, the report
said.
Due diligence has not yet been conducted on BII. In addition,
nothing has been mentioned yet as to the price of the
acquisition, as proposed by Bank Mandiri.
=========
J A P A N
=========
FUJITSU LIMITED: Long-Term Debt Rating Downgrade Possible
---------------------------------------------------------
Moody's Investors Service has placed under review for possible
downgrade the A2 senior unsecured debt ratings of Fujitsu
Limited (Fujitsu), Fujitsu Finance (UK) PLC and Fujitsu
International Finance (Netherlands) BV.
Moody's says the review is prompted by Fujitsu's recent
announcement that it will incur Y220 billion net loss for fiscal
year March 2002, mainly due to Y300 billion of restructuring
charges.
Moody's will examine how the restructuring affects Fujitsu's
performance in the future. Fujitsu will announce the details of
the restructuring within the next few months.
Fujitsu Limited, headquartered in Tokyo, Japan, is one of the
world's leading manufacturers of main frame computers,
telecommunication equipment and semiconductors.
MATSUSHITA ELECTRIC: Long-Term Debt Rating Downgrade Possible
-------------------------------------------------------------
Moody's Investors Service has placed under review for possible
downgrade the Aa2 issuer and senior unsecured debt ratings of
Matsushita Electric Industrial Co., Ltd (Matsushita).
The Prime-1 short-term rating for Matsushita, Panasonic Finance
America and Panasonic Finance Europe is not included in the
review. Moody's says the review is prompted by uncertainties
regarding Matsushita's profitability, as well as the current
downturn of the global telecommunication market where the
company has a significant exposure.
Matsushita's profitability has been pressured over the last few
years. In November 2000, Matsushita announced a mid-term
business plan with the aim of achieving an operating margin of
over 5 percent on sales of Y9 trillion by fiscal year 2003.
Moody's will examine whether Matsushita can enhance
profitability through the implementation of the proposed mid-
term business plan.
Matsushita Electric Industrial Co., headquartered in Osaka,
Japan, is one of the world's leading manufacturers of consumer
electronics products.
SNOW BRAND: Prosecutors Indict Ex-Plant Manager
-----------------------------------------------
Prosecutors have indicted Snow Brand Milk Products Company's
former plant manager Osamu Kubota, and two of his subordinates
on charges of professional negligence resulting in mass food
poisoning that caused the death and injury of consumers in
summer of last year, Yomiuri Shimbun reported Friday last week.
However, the prosecution's failure to establish a case against
the Company's former President Tetsuro Ishikawa and former
Executive Managing Director Hiroshi Soma left them free of the
same charges, the report says.
The mass food poisoning was initially blamed on the low-fat milk
production line at Snow Brand's Osaka plant. But authorities
later found that the Osaka plant used contaminated skim milk
made at the Taiki plant in Hokkaido, northern Japan.
Following this incident last year, the company decided to
undertake company reorganization and to liquidate unprofitable
group companies and reorganize overseas operations.
=========
K O R E A
=========
DAEWOO ELECTRONICS: Creditors Agree To Debt Swap
------------------------------------------------
Creditors of Daewoo Electronics have agreed to convert the
company's debts worth W406.5 billion into equity, The Korea
Times reported Monday.
According to the report, the debt-to-equity conversion will not
come with a capital writedown, although any capital change may
possibly be discussed later.
The company's debt of W1.4 trillion is subject to restructuring,
around 52 percent of which will be converted into equity, the
report says.
DAEWOO HEAVY: Plans To Sell Stake In Korea Rolling
--------------------------------------------------
Daewoo Heavy Industries and Machinery Limited is planning to
dispose of its entire 39.18 percent stake in Korea Rolling Stock
Corporation on August 13 via an auction, The Asian Wall Street
Journal reported Sunday.
The sale, involving a total of around 20.15 million shares, is
part of the company's restructuring program. The sale will be
conducted through a privately placed tender between Rolling
Stock major shareholders, Hyundai Mobis Company and Hanjin Heavy
Industry Company.
Proceeds from the planned shares sale will be used to cut the
company's outstanding debts, now totaling W1.13 trillion.
DAEWOO SHIPBUILDING: VP Jung Named New CEO
------------------------------------------
Daewoo Shipbuilding & Marine Engineering Company has appointed
Vice President Jung Sung-leep as the company's new chief
executive officer (CEO) and president, The Asian Wall Street
Journal reported over the weekend.
Jung took the post vacated by Shin Young-kyun, who resigned due
to his involvement in the Daewoo Group's illegal loan and the
foreign currency transaction fiasco, the report said.
HYNIX SEMICON: Separation From Group Effective August 1
-------------------------------------------------------
The state's anti-trust watchdog, KFTC, Sunday gave its approval
to the separation of Hynix Semiconductor from the Hyundai Group.
The split will take effect tomorrow, August 1, The Digital
Chosun reports.
The company proposed the spin-off of Hynix from the group. In
May, the documents were submitted to KFTC for approval.
To effect the separation, Hynix's largest shareholders,
including Hyundai Merchant Marine, group Chairman Chung Mong-
hun, Hyundai Elevator and Hyundai Heavy Industries, will give up
their rights in the debt-laden chipmaker's management, the
report says.
HYUNDAI ENGINEERING: Postpones Proposed Sale Of Building
--------------------------------------------------------
Hyundai Engineering & Construction Company (HDEC) has postponed
the sale of its central Gyedong office building, following the
collapse of talks with a foreign real estate investment firm
over sale price and payment terms, The Korea Herald reported
Monday.
The proposed sale, the report said, is part of the ailing
builder's self-rescue efforts, which earlier saw the disposal of
the company's Dream Tower in Mok-dong, employee quarters in
Apgujeong-dong and construction equipment, which raised a total
of W140.3 billion (as of end of June).
===============
M A L A Y S I A
===============
ACTACORP HOLDINGS: Investment In TCSB Reaches RM48.82M
------------------------------------------------------
Actacorp Holdings Berhad, in reference to its winding up
petition, announces that its cost of investment in TCSB was
RM48,824,905.15.
The details of the winding up petition are as follows:
1. Date Petition served: 10 July 2001
2. Amount claimed: RM766,947.17
3. Details of default: The claim is based on sub-contract
agreement entered into between the Tenaga M.E.C. Sdn Bhd (TMEC)
and Teknik Cekap Sdn Bhd (TCSB), a wholly owned subsidiary of
the Company, dated 27 April 1996 for the Fire Protection
Services, Air Conditioning Ventilation Services & Electrical
Services at Technology Park Malaysia, Sungai Besi. The reason
which led to the filing of the winding-up petition is based on
claim that TCSB owed them RM669,406.00 in progress payment of
which judgment was obtained. The winding-up petition is
scheduled to be heard on 11 September 2001.
4. The expected loss: - NIL -
5. Operational and financial
impact on the Group: - NIL -
6. Steps taken: The Company is already in communication with
TMEC to resolve the matter prior to the hearing date of 11
September 2001.
Meanwhile, TCSB's has instructed its solicitor's to file an
application to strike off the petition.
Background
The Actacorp Group is a one-stop construction concern.
Construction and engineering activities are undertaken by
flagship companies Teknik Cekap, V-Pile Sistem and Noble
Concepts. Teknik Cekap is a Class "A" Contractor approved to
undertake government projects with no limit in size and value.
The Group started out as manufacturers and distributors of
agricultural chemicals and organic fertilizers. In 1991,
activities were enhanced through diversification into
engineering and construction. Participation in property
development followed in 1994.
IDRIS HYDRAULIC: Seeking Options To Raise Funds
-----------------------------------------------
The Management of Idris Hydraulic (Malaysia) Berhad is not
denying that it is looking into the possibility of raising
funds through private debt securities.
The funds would be utilized to supplement its acquisitions cost
of the targeted insurance companies. A formal announcement will
be made if the fund raising exercise is to proceed.
PILECON ENGINEERING: Unit Faces Winding Up Petition
---------------------------------------------------
Pilecon Engineering Berhad announced Friday that a winding-up
petition had been presented at the Kuala Lumpur High Court on
July 3, 2001 against Pilecon Construction Sdn Bhd (PCSB), a
wholly-owned subsidiary of the company and served onto PCSB on
July 16, 2001, for a claim of RM3,424,800.36.
1. The Details of default or circumstances leading to the filing
of the winding-up petition against PCSB: The petition was filed
by Perwik Sdn Bhd (Perwik) against PCSB. Perwik was appointed as
the sub-contractor for a project known as "North-South
Expressway: Machap to Sedenak Tender No. Plus/13A2+B1/MC/T50-
Sub-Contract: Site Clearance, Fences, Earthworks and Drainage"
(the said Project).
Perwik alleged that a sum of RM3,424,800.36 is due and owing by
PCSB of which PCSB denies owing to Perwik and genuinely disputes
the said claim.
2. The total cost of investment in PCSB: RM500,000.00
3. The financial and operational impact on the Group: There is
no operational impact to the Group. However, in the event that
the winding-up petition succeeded, it is expected that there
would be an estimated exceptional loss of RM1.6 million.
4. The expected losses: PCSB is expected to incur legal fees
approximately RM15,000.00.
5. The amount of interest claimed: Nil
6. The date of hearing of the winding-up petition: September 12,
2001.
7. The steps taken and proposed to be taken by PEB in respect of
the winding-up proceedings: PCSB has on the 20th of July 2001
filed an application to strike out the winding-up petition and
the application is fixed for Hearing on the 23rd of August 2001.
PCSB has also prepared the Notice of Intention to Oppose the
winding-up petition and the Affidavit In Opposition to the
winding-up petition.
RENONG BERHAD: Agrees to Rescind Assets SPA to UEM
--------------------------------------------------
Renong Berhad announced the Board of the company and Hatibudi
Nominees (Tempatan) Sdn Bhd have agreed to rescind the Sale and
Purchase Agreements (SPA) pertaining to the proposed disposal of
certain assets of Renong to UEM.
Renong and Hatibudi had on July 23, 2001 received a request from
UEM to rescind the SPAs as market conditions in the past months
have remained unfavorable. It is not likely that the conditions
precedent can be fulfilled by October 15, 2001, the date
stipulated in the SPAs.
SAPURA TELECOM: Evaluating Loss-Making Subsidiaries
----------------------------------------------------
Sapura Telecommunications Berhad, responded to the news article
appearing in the New Straits Times, Business Section, Page 21 on
July 26, 2001 containing;
1. "STB is looking at closing four of its loss making
telecommunications subsidiaries."
and the news article appearing in the Sun, Sun Biz, Page 29
also on 26 July 2001 containing;
2. "Sapura Telecommunications Berhad expects a net profit of
RM20 million for its current financial year ending January 2002
after disposal of its loss-making subsidiaries."
The company said it is evaluating its loss-making subsidiaries
with a view to reducing its yearly losses. In relation to the
treatment of these subsidiaries, various options are being
considered and no firm decision has yet been made by the board
of directors.
The company, however, refuted the second statement in its
entirety and said it is not making any estimate or projection of
its profits for the year ending January 2002 and there is no
basis for this and labeled the statement totally inaccurate and
misconceived.
SISTEM TELEVISYEN: Revises Proposed Restructuring Scheme
--------------------------------------------------------
Sistem Televisyen Malaysia Berhad announced Friday the revision
of its proposed restructuring scheme as earlier announced on
April 6, 2001.
The revisions entail, among others, the following:
(a) The Proposed Capital Reduction has increased by RM0.10
per ordinary share from RM0.50 to RM0.60;
(b) Proposed Restricted Issue has increased from RM75 million
to RM85 million;
(c) Proposed Bonds with Warrants Issue will be issued to
Simpletech Sdn Bhd and/or its nominees instead of a bought-deal
basis;
(d) Proposed Offer for Sale of Warrants from Simpletech to
the shareholders of TV3 has been included in the Proposed
Restructuring Scheme; and
(e) Proposed Put and Call Options has been included in the
Proposed Restructuring Scheme.
The details of the revised Proposed Restructuring Scheme are as
follows:
1. PROPOSED RESTRUCTURING SCHEME / THE SCHEME
The Proposed Restructuring Scheme to be undertaken by TV3
entails the following:
(i) Proposed Capital Reduction of TV3 shares from an issued
and paid-up share capital of RM170.3 million comprising 170.3
million ordinary shares of RM1.00 each to RM68.1 million
comprising 68.1 million ordinary shares of RM1.00 each;
(ii) Proposed Share Premium Account Reduction amounting to
RM2.26 million against the accumulated losses of TV3;
(iii) Proposed Scheme of Arrangement between Scheme Creditors
and TV3 which includes the novation of amounts due to lenders at
TV3's subsidiaries which are secured by corporate guarantees
from TV3;
(iv) Proposed Restricted Issue of 85 million new ordinary
shares of RM1.00 each to Simpletech Sdn. Bhd and/or its nominees
at an issue price of RM1.00 per share;
(v) Proposed Bonds with Warrants Issue of RM125 million
nominal amount and 125 million Warrants detached therefrom;
(vi) Proposed Offer for Sale of 17.03 million Warrants by
Simpletech to the entitled shareholders of TV3 on a renounceable
basis of one (1) Warrant for every four (4) ordinary shares held
after the Proposed Capital Reconstruction at an offer price of
RM0.10 per Warrant;
(vii) Proposed Restricted Offers for Sale of the rights to
allotment of 68.13 million and 76.56 million of ordinary shares
and ICPS respectively by the Scheme Creditors to the
Shareholders of TV3 at an offer price of RM1.00 per ordinary
share and ICPS respectively ("Proposed Restricted Offers for
Sale"); and
(viii) Proposed Put and Call Options between the Scheme
Creditors (who hold at least 2 million ordinary shares of RM1.00
each in TV3 after the Proposed Debt-Equity Swap) and Simpletech.
(Collectively known as the "Proposed Restructuring Scheme" or
"the Scheme")
2. PROPOSED CAPITAL RECONSTRUCTION
2.1 Proposed Capital Reduction
As of 31 August 2000, the audited issued and paid-up
share capital is RM170,318,012 comprising 170,318,012 ordinary
shares of RM1.00 each. Pursuant to Section 64 of the Act, TV3 is
proposing a capital reduction of its issued and paid-up share
capital from RM170,318,012 comprising 170,318,012 ordinary
shares of RM1.00 each to 170,318,012 ordinary shares of 40 sen
each representing a capital reduction of 60 sen for every
existing ordinary share of RM1.00 each. The Proposed Capital
Reduction will give rise to a credit of RM102,190,807 which will
reduce the accumulated losses from RM511,500,781 to
RM409,309,974 .
Following the Proposed Capital Reduction, the issued and
paid-up share capital of TV3 comprising 170,318,012 ordinary
shares of RM0.40 each will be consolidated on the basis of five
(5) ordinary shares of RM0.40 each into two (2) ordinary shares
of RM1.00 each ("Proposed Capital Consolidation").
Upon completion of the Proposed Capital Reduction and
Proposed Capital Consolidation, the issued and paid-up share
capital of TV3 will be RM68,127,205 comprising ordinary shares
of RM1.00 each.
2.2 Proposed Share Premium Account Reduction
As of 31 August 2000, the Share Premium account of TV3
amounted to RM2,263,840. The Share Premium Account, which
represents the cumulative premium generated from the issuance of
new ordinary shares above par, can be treated as if it were
paid-up share capital of the Company for the purpose of the
reduction of share capital pursuant to Section 60(2) of the Act.
The Board proposes that the Share Premium Account of the Company
be reduced in full and that the credit of RM2,263,840 arising
therefrom be set off against the accumulated losses of the
Company as of 31 August 2000.
3. PROPOSED SCHEME OF ARRANGEMENT
3.1 Broad Framework
The Proposed Scheme of Arrangement will involve TV3 and
six (6) of its subsidiaries to be implemented under one (1)
scheme and a compromise in respect of amounts owing to the
Scheme Creditors as at 31 August 2000 which will cover an
aggregate debt of RM714,403,657, details of which are set out in
Table 1.
The total amount of debts of TV3 Group excluded from the
Proposed Scheme of Arrangement is approximately RM126.6 million
as at 31 August 2000 comprising secured lenders, preferential
creditors, hire purchase/lease creditors and all creditors of
TV3 subsidiaries. Save for the lenders which are secured by
corporate guarantees from the six (6) subsidiaries stated in
Table 1, the other subsidiaries of TV3 are excluded from the
Proposed Scheme of Arrangement.
The debts owing to lenders of the above six (6)
subsidiaries of TV3 who have been granted Corporate Guarantees
from TV3 will be novated to TV3. The total amount to be novated
is RM143.6 million ("Novated Debts") and will be treated in the
same manner as the Unsecured Lenders and Unsecured Creditors of
TV3.
As announced on 16 March 2001, TV3 is currently in the
midst of disposing its 74,516,998 unitholdings in First Malaysia
Property Trust pursuant to a Voluntary Offer by Commerce Asset-
Holding Berhad for a total cash consideration of approximately
RM46.57 million. The unitholdings have been pledged to Commerce
International Merchant Bankers Berhad as a security agent
pursuant to a bridging loan facility granted to TV3 by a
syndication of lenders under a loan agreement dated 27 November
1996 ("Loan Facility").
Accordingly, RM32.3 million out of the total cash
consideration of RM46.57 million will be utilized to repay the
Loan Facililty and the balance RM14.27 million will utilized for
working capital of TV3 and/or part settlement of TV3's
borrowings.
As stated above, the outstanding debts to TV3's
preferential creditors, hire purchase/lease creditors and
secured lenders will be settled in full via cash as and when the
outstanding debts fall due. The outstanding debts to creditors
with amount outstanding of RM50,000 and below will be settled in
full via cash upon implementation of the Scheme. Thereafter, the
Company proposes a debt waiver of 30 percent on the total debts
outstanding, amounting to RM214.32 million, to all Scheme
Creditors. After the debt waiver, the remaining debt of RM500.08
million is proposed to be settled as follows:
(i) 30 percent or RM150.02 million via cash settlement
("Proposed Cash Settlement");
(ii) 35 percent or RM175.03 million via issuance of 175.03
million TV3's ICPS of RM1.00 each ("Proposed ICPS Issue"); and
(iii) 35 percent or RM175.03 million via issuance of 175.03
million TV3's new ordinary shares of RM1.00 each ("Proposed
Debt-Equity Swap")
hereinafter, known collectively as the "Proposed Settlement".
3.2 Status of the New Ordinary Shares
The new ordinary shares of TV3 arising from the Proposed
Debt-Equity Swap shall upon allotment and issue, rank pari passu
in all respects with the existing shares of the Company after
the Proposed Capital Reconstruction except that they will not be
entitled to any dividends or other forms of distribution that
may be declared, made or paid in respect to the financial period
prior to the financial period in which the new shares will be
issued or for any interim dividends or other distributions that
may be declared prior to the date of allotment and issue of the
new shares. The holders of the new ordinary shares will not be
entitled to the Proposed ROS.
3.3 Proposed ICPS Issue and Status
The ICPS will be issued to the Scheme Creditors at an
issue price of RM1.00 each. The ICPS will be listed on the Kuala
Lumpur Stock Exchange ("KLSE") and will have a fixed tenure of
five (5) years from the date of issue. Each ICPS holder shall
have the right to convert every RM1.00 nominal value of ICPS
into one (1) new ordinary share of RM1.00 each of TV3 at any
time commencing one year from the date of issue until the expiry
of its tenure.
Any outstanding ICPS at that juncture shall be
automatically converted into ordinary shares. The ICPS also
carry a cumulative 4% dividend per annum. All ICPS issued
pursuant to the Proposed ICPS Issue will, upon allotment and
issue, rank after all secured and unsecured obligations of TV3,
but the new shares issued on conversion rank pari passu in all
respect with the then issued and paid-up ordinary shares. Prior
to conversion of the ICPS to ordinary shares, the holders of
ICPS will be entitled pari passu with the holders of ordinary
shares to any distribution of surplus in the event of a winding-
up except for any dividend declared made or paid to the ordinary
shareholders whereby the ICPS would rank ahead of ordinary
shares. Further, the ICPS will be subject to the provisions of
the Articles of Association of TV3 relating to transfer,
transmission or otherwise.
4. PROPOSED RESTRICTED ISSUE
Upon completion of the Proposed Capital Reconstruction, it is
proposed that TV3 undertake a restricted issue of 85,000,000 new
ordinary shares of RM1.00 each at an issue price of RM1.00 per
share to Simpletech Sdn Bhd and/or its nominees. Simpletech Sdn
Bhd is a company owned by Dato' Mohd Ibrahim bin Mohd Nor, who
is also the Executive Vice Chairman of TV3. The 85,000,000 new
ordinary shares of RM1.00 each to be issued pursuant to the
Proposed Restricted Issue will upon issue and allotment, rank
pari passu in all respects with the TV3 ordinary shares after
the Proposed Capital Reconstruction but are not entitled to the
Proposed ROS of Ordinary Shares.
5. PROPOSED BONDS WITH WARRANTS ISSUE
The proposed issue of RM125 million nominal amount of Bonds
shall be at an issue price of 70 percent of the nominal amount
of Bonds i.e. RM87,500,000 and shall have a cumulative coupon
rate of 4.5 percent per annum payable semi-annually in arrears
and a tenure of five (5) years from date of issue of the Bonds.
The 125,000,000 detachable Warrants will be issued at a price of
RM0.10 per Warrant which will raise gross proceeds of
RM12,500,000. The Warrants shall have a tenure of five (5) years
from the date of issue, exercisable into equivalent number of
new ordinary shares of RM1.00 each in TV3 at an exercise price
of RM1.00.
The Proposed Bonds with Warrants Issue will be issued to
Simpletech and/or its nominees.
6. PROPOSED OFFER FOR SALE OF WARRANTS
Simpletech ("the Offeror") will undertake an offer for sale of
the rights to allotment of 17,031,801 Warrants to the entitled
shareholders of TV3 on a non-renounceable basis of one (1)
Warrant for every four (4) ordinary shares held after the
Proposed Capital Reconstruction at an offer price of RM0.10 per
Warrant.
The Proposed Offer for Sale of Warrants to the existing
shareholders of TV3 is non-renounceable and any fractional
entitlement of Warrants shall be disregarded and dealt with by
the Offeror in such manner as they deem fit.
Each Warrant will entitle its registered holder to subscribe for
one (1) new ordinary share of RM1.00 each in TV3 at a proposed
exercise price of RM1.00, subject to SC's approval. However, the
exercise price of the Warrant is subject to adjustments in
accordance with the provisions of the Deed Poll governing the
Warrants.
7. PROPOSED RESTRICTED OFFERS FOR SALE ("ROS")
7.1 Proposed ROS of Ordinary Shares
Pursuant to the Proposed Restructuring Scheme, the Scheme
Creditors who will hold 175,028,896 shares of RM1.00 each in TV3
will undertake a restricted offer for sale of the rights to
allotment of 68,127,204 ordinary shares to the shareholders of
TV3 on the basis of one (1) ordinary share for every one (1)
ordinary share held in TV3 after the Proposed Capital
Reconstruction at an offer price of RM1.00 per share ("Offer
Shares"). The Offer Shares will be offered on a pro-rata basis
among the Scheme Creditors. The Proposed ROS of Ordinary Shares
is not renounceable and is not underwritten. Furthermore, the
holders of the new ordinary shares arising from the Proposed
Debt-Equity Swap will not be entitled to the Proposed Restricted
Offers for Sale.
7.2 Proposed ROS of ICPS
Pursuant to the Proposed Restructuring Scheme, the Scheme
Creditors who will hold 175,028,896 ICPS of TV3 of RM1.00 each,
will also undertake a
restricted offer for sale of the rights to allotment of
76,563,603 ICPS to the shareholders of TV3 on the basis of one
(1) ICPS for every two (2) ordinary shares held in TV3 after the
Proposed Restricted Issue at an offer price of RM1.00 per ICPS
("Offer ICPS"). The Offer ICPS will be offered on a pro-rata
basis among the Scheme Creditors. The Proposed ROS of ICPS is
not renounceable and is not underwritten.
8. PROPOSED PUT AND CALL OPTIONS
Each Scheme Creditor who holds at least two (2) million new
ordinary shares of RM1.00 each in TV3 (the value of which will
be determined prior to the Proposed Restricted Offer for Sale of
Ordinary Shares) pursuant to the Proposed Debt-Equity Swap and
after the Proposed Restricted Offer for Sale of Ordinary Shares
("Option Shares") will be subject to the Proposed Put and Call
Options of Ordinary Shares ("Option Creditors").
Pursuant to the Proposed Put and Call Options:
a) Simpletech shall grant to the Option Creditors a put
option exercisable at the option of the Option Creditors to
dispose to Simpletech all or any outstanding Option Shares held
pursuant to the Proposed Debt-Equity Swap and after the Proposed
ROS of Ordinary Shares ("Proposed Put Option"); and
b) the Option Creditors shall grant to Simpletech a call
option exerciseable at the option of Simpletech to acquire all
or any outstanding Option Shares held pursuant to the Proposed
Debt-Equity Swap and after the Proposed ROS of Ordinary Shares
("Proposed Call Option").
9. UTILISATION OF PROCEEDS
The proceeds to be raised from the Proposed Restricted Issue and
Proposed Bonds with Warrants Issue are expected to be utilized
as set out in Table 2.
10. RATIONALE FOR THE PROPOSED RESTRUCTURING SCHEME
The Proposed Restructuring Scheme has been formulated to address
the current debt level and financial constraints of TV3, which
hinder the business prospect and competitiveness of TV3 in the
media and broadcasting industry.
The Proposed Restructuring Scheme will alleviate TV3's heavy
debt burden and mitigate the impending threat of liquidation. It
enables TV3 to remain as a going concern as well as comply with
the KLSE Practice Note 4/2001 requirements to safeguard its
continued listing and quotation of its shares on the KLSE.
11. EFFECTS OF THE PROPOSED RESTRUCTURING SCHEME
11.1 Earnings
The Proposed Restructuring Scheme will not have any impact
on the earnings of TV3 for the financial year ending 31 August
2001 as it is expected to be completed thereafter. However, the
Proposed Restructuring Scheme is expected to return TV3 Group
into profitability and address part of the accumulated losses.
The Company expects to wipe out the accumulated losses over the
longer term through generation of profits.
11.2 Gearing
Based on the audited consolidated balance sheet of TV3 as
at 31 August 2000, the total borrowing (excluding trade and
other creditors) is approximately RM542.3 million. Upon
completion of the Proposed Restructuring Scheme, the total
borrowings will be reduced to RM126.1 million (principally
represented by the Bonds issued as part of the Proposed
Restructuring Scheme).
11.3 Cashflow
Based on the audited cashflow of TV3 as at 31 August 2000,
the net cashflow stood at deficit of approximately RM8.76
million. The Proposed Restructuring Scheme will not have any
impact on the cashflow of TV3 for the financial year ending 31
August 2001 as it is expected to be completed thereafter.
However, the Proposed Restructuring Scheme is expected to
return TV3 Group into positive cashflow. This is mainly due to
cash inflow from the Proposed Restricted Issue, Proposed Bonds
with Warrants and the cost savings from servicing the
restructured outstanding debt pursuant from the Proposed Scheme
of Arrangement.
12. CONDITIONS OF THE PROPOSED RESTRUCTURING SCHEME
The Proposed Restructuring Scheme is subject to the
approvals/sanction as the case may be of the following:
(i) the SC;
(ii) the FIC;
(iii) the Scheme Creditors for the Proposed Scheme of
Arrangement;
(iv) the shareholders of TV3 at an EGM to be convened;
(v) the High Court of Malaya for the Proposed Scheme of
Arrangement, Proposed Capital Reconstruction and Reduction and
Proposed Share Premium Account Reduction;
(vi) the KLSE:
a. for the listing of and quotation for the new TV3
ordinary shares arising from the Proposed Restricted Issue,
Proposed Debt-Equity Swap, upon exercise of the Warrants and
upon conversion of ICPS;
b. for the admission to the Official List of the KLSE for
the Warrants and ICPS to be issued; and
(vii) any other relevant authorities.
13. DIRECTORS' RECOMMENDATION
The Board is of the view that the successful implementation of
the Proposed Restructuring Scheme would mitigate an impending
liquidation, suspension and delisting of TV3. In that respect,
the Proposed Restructuring Scheme would significantly strengthen
the financial sub-stratum of TV3 to ensure its continued
business viability.
SRI HARTAMAS: Creditors OK Workout Proposal For Unit
----------------------------------------------------
The Special Administrators of Sri Hartamas Berhad revealed the
Workout Proposal of Sri Hartamas Hotels Sdn Bhd (Special
Administrators Appointed) ("SHH"), a wholly owned subsidiary of
Sri Hartamas Berhad (Special Administrators Appointed) was
approved in accordance with Section 46 of the Pengurusan
Danaharta Nasional Berhad Act, 1998 ("Danaharta Act') at a
secured creditors' meeting convened on 20 July 2001.
The Workout Proposal involves:
* The sale of Tanjung Bungah hotel together with the six parcels
of freehold land on which the hotel is sited including the
furniture, fixture, fitting and equipment to Sin Yik Development
Sdn Bhd for a cash consideration of RM19.10 million
* The sale of Malacca Village Resort - Village Wing together
with a parcel of leasehold land on which the hotel is sited
including the furniture, fixture, fitting and equipment to
Amalan Daya Sdn Bhd for a cash consideration of RM10.50 million
* Secured creditors will be partially repaid from the net
proceeds from the sale of the two hotels
* Unsecured creditors' claims remain as debts against SHH
The Special Administrators of SHH shall now implement the
Workout Proposal of SHH.
Under the Danaharta Act, the Workout Proposal is binding on all
creditors and shareholders of SHH. In accordance with the
provision of the Danaharta Act, any creditor of SHH may, subject
to proper identification, examine details of the Workout
Proposal from 9.00 a.m. to 5.00 p.m. from Monday to Friday,
excluding public holiday, at the following address:
Sri Hartamas Hotels Sdn Bhd
(Special Administrators Appointed)
Suite 33.01, Level 33, Plaza MBf
No. 8 Jalan Yap Kwan Seng
50450 Kuala Lumpur
TECHNO ASIA: Minority Owners Seek Removal Of SAs
------------------------------------------------
The Special Administrators of Techno Asia Holdings Berhad
announces that they have been served with the cause papers for
their removal on 26 July 2001. Four minority shareholders of the
Company filed an application to terminate the special
administration.
The Special Administrators have referred the matter to their
solicitors with a view to actively defend the proceedings. The
Special Administrators also clarify that the Company has not
been named as a party to this suit.
UNITED ENGINEERS: Syarikat Danasahan Won't Revise Offer Price
-------------------------------------------------------------
Syarikat Danasahan Sdn Bhd said Friday it will not be revising
the offer price of RM4.50 nor offer additional consideration to
United Engineers (Malaysia) Berhad (UEM) minority shareholders.
The announcement was made with reference to recent press reports
on the possibility of UEM minority shareholders receiving
consideration in addition to the RM4.50 per UEM share offered
under the current Voluntary General Offer exercise.
The additional consideration refers to the 1000 acres of Prolink
land that UEM holds in trust for UEM minority shareholders.
The company emphasized the following points to support its
decision to maintain the offer price:
1. One of the principles embodied in the Malaysian Code on
Takeovers and Mergers is that shareholders that hold the same of
shares should be treated equally. There is only one class of
shares in UEM - ordinary shares. The Voluntary General Offer is
made to all holders of ordinary shares without discrimination
and they are all offered the same price of RM4.50 per share.
2. A Minority Shareholder is one who holds an ordinary share in
UEM but who is not Renong or its subsidiary. Danasaham's offer
is on the basis that it will become the only shareholder of UEM
and the only Minority Shareholder.
It is therefore entitled to offer a price that it thinks fair
for all the shares in UEM. Whether the share is acquired from an
existing Minority Shareholder or the Renong Group, the value to
Danasaham is the same.
3. In arriving at the offer price of RM4.50, the company said it
had taken into account all publicly available information
including the above arrangement.
=====================
P H I L I P P I N E S
=====================
NATIONAL BANK: Govt Offers Tan Equal Ownership
----------------------------------------------
The government is pushing for equal ownership in Philippine
National Bank (PNB) as it offered the same to present majority
shareholder Lucio Tan, Malaya Online reported Monday.
As proposed, the equal ownership would happen after the bank's
restructuring, in which the management rights will be turned
over to the State, the report said.
However, sources said Tan has not yet resolved to dilute his 67
percent stake in the bank.
NATIONAL POWER: Expects Release PNB's Bridge Financing Loan
-----------------------------------------------------------
National Power Corporation (Napocor) expects that the bridge
financing loan worth P3 billion it sought from Philippine
National Bank (PNB) will be released with the quarter, The
Philippine Daily Inquirer reported over the weekend, citing
Napocor President Jesus Alcordo.
Alcordo was quoted as saying that the state-owned power firm is
just waiting for the decision of the said bank's executive
committee. The loan will be used to cover the firm's operating
expenses.
Alcordo said in the report, "We are asking them [PNB] if we
could just give them a comfort letter instead of government
guarantee."
Napocor resolved to look for bridge-financing from domestic
creditor banks, following the decision of the Department of
Finance to withhold Napocor's share from the second tranche of
the $600 million Power Sector Restructuring Loan of the Asian
Development Bank, the report said.
=================
S I N G A P O R E
=================
GOLDEN AGRI: Explains Auditors' Reports
---------------------------------------
Goldern Agri-Resources Limited (GAR) would like to elaborate on
the following points in the Auditors' Reports of Golden Agri-
Resources Ltd (GAR) announced on 16 July 2001.
References hereunder to "the Group" include the GAR group of
companies.
1. The Basis of the view that CPO Production will be
approximately 1 million tons in 2001
Based on the Group's maturing tree profile and increased
production of 610,000 tons in 1999 and 850,000 tons in 2000, we
expect to produce about 1 million tons this year. First quarter
production was about 210,000 tons. For the period ended April
and May, CPO production was about 284,000 tons and 375,000
tons, respectively.
The Group's estimated production of 1 million tons represents
about 4 percent of the world expected palm oil demand of about
23.3 million tons (Source: Oil World No. 21) against an
estimated global production of 23.4 million tons (Source: Oil
World No. 21).
Thus the Group is confident of selling its increased production.
Recent trend updated by the Oil World Weekly Publication No 28,
indicated a slow-down in the global production with an expected
decline in the stock level.
As reported in the same publication, India and China are
increasing their palm oil imports. Issues such as increase
import quotas and lower import duty on CPO notably in China, is
expected to have a positive impact on palm oil demand.
2. The Increasing Price of CPO
CPO price recovery is based on a combination of factors. Price
recovery of CPO is expected to be sustainable in view of the
following:
ú increasing import quotas in China and the lower import duty
on CPO as compared to other oils;
ú expected increase in imports from India;
ú recent trend of the slow-down in production growth and
declining stock level;
ú change in weather / climate in the region that may
adversely affect the oil extraction rates; and
ú decline in production of other substitute oils.
The CPO price trend has been on the increase. The following
table shows the monthly average CPO price from January to 17
July 2001:
Month
Average
CPO price
(US$/ton)
January
255
February
239
March
248
April
243
May
227
June
250
July (average up to July 20, 2001)
312*
(Source: Reuters)
* The price breached US$300 per ton level and closed at US$375
per ton on 18 July 2001.
We further enclose a listing of daily CPO prices (CIF Rotterdam)
for the last six months for your information.
The average price during the first half of year 2001 remained at
US$240 per ton. Assuming the 20 July price of approximately
US$340 per ton can be sustained over the next 12 months, this
could generate an additional annual cash flow of US$100 million
to the Group based on the projected CPO production of at least 1
million tons per year.
3. Cash Deposits and Swap Contracts
The total deposits reflected in the GAR's financial statements
include the subsidiaries' balances. As highlighted in the Notice
of Annual General Meeting (Explanatory Notes of the Annual
Report), the Company will not place any further or fresh
deposits with BII Bank Limited, Cook Islands.
The Group has ceased placing fresh deposits with BII Bank
Limited, Cook Islands since end of November 2000. However,
because of operational requirements, such as making payments to
local suppliers and salaries, the Group will continue to
maintain operating accounts with PT BII, which has extensive
branch networks in Indonesia.
Indonesian Bank - The Group has reduced its deposits with P T
Bank Internasional Indonesia Tbk (PT BII) to approximately
US$3,000,000 as at end March 2001. The directors are of the view
that the recoverability of the deposits will depend on
Indonesian laws and regulations. The Group also has outstanding
loans of approximately US$22,000,000 as at end of March 2001
payable to this bank.
Cook Islands Bank - The sum of US$248,155,000 reflects the
deposits standing as at 31 December 2000. As at end of March
2001, the sum is US$226,000,000. As reported in our note
31(b)(ii) to the GAR's financial statements on page 90 of the
GAR Annual Report and reproduced hereunder in verbatim, BII Bank
Limited, Cook Islands has proposed a repayment schedule for the
deposits as follows:
Date of proposed repayment US$'000
May 2001 - April 2002 20,000
May 2002 - October 2002 20,000
November 2002 - April 2003 20,000
May 2003 - October 2003 30,000
November 2003 - April 2004 30,000
Balance to be repaid within
24 months from April 2004 106,000
Total 226,000
The above repayment schedule has not taken into consideration
the interest accruing during the proposed repayment period,
which is currently being reviewed by the Group.
The independent directors have requested security and
negotiations are underway with the bank. The directors will
carefully consider the proposals after obtaining financial and
legal advice. The Group has appointed Shook Lin & Bok as legal
advisor, and will be appointing a financial advisor, to assist
and advise on the matter. We will make the appropriate
announcement as and when the details are finalized.
BII Bank Limited, Cook Islands is regulated by the Commissioner
of Offshore Financial Services, Government of the Cook Islands.
As disclosed in the 3 April 2001 announcement, the Widjaja
family who are the ultimate controlling shareholders of GAR have
interests in BII Bank Limited, Cook Islands, which is not a
branch of PT BII. GAR does not have any agreement to offset the
amount owing by the Group to PT BII against the deposits placed
in BII Bank Limited, Cook Islands.
Besides deposits disclosed above, the Company has no deposits
with any other related party banks.
Swaps - The Swap contracts were entered into by a GAR
subsidiary. As disclosed in GAR's announcement of un-audited
year-end results on 30 March 2001 and again in Notes 28 and
31(b) of the GAR's financial statements, as at 31 December 2000,
the swaps were valued at an estimated fair value of
US$87,500,000. This is primarily based on a desktop valuation by
the GAR subsidiary for audit purposes.
The Indonesia Rupiah has since depreciated against the US
Dollar. As such, the directors are of the view that the value of
the Swap contracts should theoretically be higher since the
financial year-end.
The directors will be appointing independent financial advisors
on the course of action to be taken to claim and safeguard the
receivables.
4. Exposure to Loans
The sum of US$347,132,000 as quoted in the GAR Annual Report
refers to the amount which, as at 31 December 2000, current
liabilities exceeded current assets. This is due to the
reclassification of the non-current portion of the long-term
debt to current liabilities of US$125,586,000 (as disclosed in
Note 20(iii) in page 73 of the GAR's financial statements) and
reclassification of bank deposits of US$248,155,000 from current
assets to long-term assets (as disclosed in Note 7 of the GAR's
financial statements).
As disclosed in Notes 16, 20 and 33 of the GAR's financial
statements, the loans and debts that the Group had either
breached covenants on financial ratios, or defaulted in
payments, or were in cross defaults amounted to US$365,909,000.
As present, there is no loan default other than those disclosed
above.
Efforts to reschedule the Group's debts are ongoing. In this
regard, the Group has appointed Arthur Andersen corporate
finance team headed by Nicky Tan to advise and negotiate with
creditors:
i) On 9 July 2001, the Group successfully restructured three
separate liabilities totaling US$75 million (as listed on Page
93 paragraphs 33 (k), (m) and (o) of the GAR Annual Report) with
advance payment guarantors who are insurers/guarantors to three
tranches of trade financing/working capital loans.
This is payable over three years with a one-year grace
period on principal.
None of the guarantors/insurance companies are related
parties. They are international companies like Prudential
Assurance and Royal Sun Alliance, who in the usual manner act on
behalf of a group of re-insurers.
No additional security has been provided to them.
ii) The negotiations with other creditors are ongoing and we
will provide monthly updates, or as and when any material
developments arise that could affect the Group's financial
position.
The negotiations have been positive and the creditors
have shown keen willingness to hold constructive discussions in
a manner that it is mutually beneficial to both parties.
GAR has received letters of demand from some of its major
creditors. However, in the case of each and every one of these
creditors, GAR together with the assistance of its appointed
financial advisor, immediately entered into discussions with
each of these creditors to restructure the loan or amount
outstanding upon receipt of the demand.
Since the executive directors were confident that if the
debts were restructured the defaults would be waived, instead of
announcing the defaults GAR and the GAR Group of companies have
been actively pursuing bi-lateral negotiations with its
creditors.
These negotiations have already resulted in the US$75
million debt (as indicated in paragraph 4(i) above) being
successfully restructured and thereby the demands issued
therefore being waived.
The Group continues to be in negotiations with the
remaining creditors and as stated above none of these creditors
have precipitated court proceedings against the companies in the
Group as a result of these negotiations. If these negotiations
were successful, the creditors would also waive the remaining
defaults.
5. Auditors' Views
The financial statements for the Group for the year 2000 have
been audited and completed. As part of statutory requirements,
the auditors will perform the audit on the financial statements
for the Group for the year 2001 and will then express and
opinion as required on the year 2001 financial statements.
In view of the fundamental uncertainties as disclosed in Note 31
of the financial statements, the effects of these conditions
cannot presently be determined and estimated by the directors.
Accordingly, the auditors are not able to determine and quantify
the necessary adjustments to be made to be enable them to give a
true and fair view of the financial statements for the year
2000.
Therefore, no adjustments were made in the financial statements
of GAR. Related effects will be reported and disclosed as and
when they become known and can be estimated.
6. The Director's Views
As at 31 December 2000, the book Net Tangible Assets (NTA) per
share of the GAR Group was US$0.33. In a worse case scenario,
assuming that the deposits and cash of US$248,155,000 and swap
contracts of US$87,500,000 with BII Bank Limited (disclosed in
Note 31(b) of the financial statements) are not realizable, then
the book NTA would be adjusted from US$717,349,000 to
US$381,694,000.
Based on this, the adjusted book NTA per share would be US$0.18.
As disclosed in the financial statements, GAR's operating
environment, and hence its share value, is vulnerable to
fundamental uncertainties, such as Indonesia country risk; its
ability to obtain continuing support from its creditors;
industry specific factors such as the cyclical nature of CPO,
world supply and demand, government policies on import and
export duties and quotas; business confidence in general; and
the regional political stability. The effect of such factors on
GAR's share price is subjective.
The directors are of the view that the forward valuation of
GAR's share is best left to the market to determine and the
Group is committed to providing timely material information to
allow the market to make its own decision on the pricing.
The directors would just like to highlight that if maintained,
the rapidly improving CPO price as mentioned earlier would
significantly enhance the Group's successful recovery as well as
the rescheduling and payment of its loans and debts.
7. Conclusion
The Group is in continuous discussions with its creditors to
restructure its indebtedness and raise new financing.
As highlighted in paragraph 4, the indications are positive and
constructive. The directors have no reason to believe that they
will not receive the support from the creditors.
The Group will update the public on any material development in
this respect and will also announce any material litigation if
and when it arises.
The directors are confident that with the continuing support of
its creditors to restructure its indebtedness and the
anticipated CPO price recovery, the Group will be able to meet
its obligations and continue to operate.
In addition, the Group will continue to enhance value and
strengthen its business through strategic partnerships. Asia
Food & Properties Ltd, GAR's holding company is in negotiations
with Indofood as a major strategic partner.
At this time, none others have been considered as a major
strategic partner.
The directors will make further announcements as and when such
partnerships are formally completed.
Further, the directors would like to state that they have
disclosed all material information to enable investors to value
the Company's shares.
The Company would thus like to request a resumption of trading
of its shares.
GOLDEN AGRI: Discloses Accounting Firms Hired
---------------------------------------------
Goldern Agri-Resources Limited (GAR) discloses that the
following reputable accounting firms are involved in the audit
of the Company's subsidiaries and associated companies in
Indonesia:
a. Drs RB Tanubrata & Rekan (BDO),
b. Prasetio Utomo Arthur Andersen.
The Company also says that the following reputable accounting
firms are involved in the audit of the subsidiaries and
associated companies in other jurisdictions:
a. De Chazal Du Mee (in Mauritius),
b. Arthur Andersen (in Malaysia)
For the Singapore incorporated subsidiaries, the Company
confirms that Arthur Andersen Associates Pte Ltd (Singapore)
audits all the accounts. Arthur Andersen Associates Pte Ltd
(Singapore) is the auditor for the Singapore incorporated
Company.
GOLDEN AGRI: Requests For Trading Resumption
--------------------------------------------
The Board of Directors of Golden Agri-Resources Limited (GAR)
requested Thursday for the resumption of trading of GAR shares
on Friday, 27 July 2001 at 9.00 a.m.
Profile
Listed on the Singapore Exchange in 1999, Golden Agri-Resources
Ltd. (GAR) is one of the largest private palm oil plantations in
the world. Its principal operations are located in Indonesia.
With a total planted area of 273,000 hectares, the company's
primary activities include the cultivation and harvesting oil
palm trees, collecting fresh fruit bunch and processing these
into crude palm oil (CPO) and palm kernel and refining CPO into
value-added products such as cooking oils, margarine and
shortening.
GAR operates 18 palm-oil processing mills, two refineries and
four kernel crushing mills. GAR's turnover in 2000 was
approximately US$388 million
GAR is 55 percent owned by Singapore Stock Exchange (SGX) listed
Asia Food & Properties Ltd (AFP), an investment holding company
with operating businesses in agri-resources, food and
properties.
Listed on the SGX in 1997, AFP's principal operations are
located in Indonesia, China, Singapore and Malaysia. The AFP
Group of Companies employs more than 60,000 people with strong
local, regional and international knowledge and experience.
AFP's turnover in 2000 was S$1.4 billion.
===============
T H A I L A N D
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BANGCHAK PETROLEUM: Sells Sukhapiban Service Station
----------------------------------------------------
The Bangchak Petroleum Public Company Limited has sold the
asset, material, equipment, and BCP-Sukhapiban three-service-
station building to Petroleum Authority of Thailand for the net
book value of Bt5.2 million.
On July 24, TCR-AP reported the Thai Government, through the
Thai Finance Ministry, had decided to ditch its planned sale of
stake in Bangchak Petroleum Public Company Limited (BCP).
The government also decided to undertake moves to firm up the
company's management through alliances with other state-run oil
firms.
The Finance Ministry holds the majority stake in the oil
refiner.
Early this year, Bangchak blamed the government for its two-year
loss of Bt3.3 billion.
The oil refiner posted losses of Bt1.55 billion in 2000 and
Bt1.78 billion for the preceding fiscal year.
MK REAL ESTATE: Strikes Debt Workout Deal With Gamma Capital
------------------------------------------------------------
M.K. Real Estate Development PCL on July 27, 2001 signed a debt
restructuring agreement with Gamma Capital Fund of which the
principal amount is Bt361.95 million.
The agreement includes partial asset transfer and debt repayment
within four-year period. The restructured amount represents
11.45 percent of total debt of the Company.
Approximately Bt310 million in profits from debt restructuring
would be recognized in the third quarter of this year.
PRECHA GROUP: Securities Trading Still Suspended
------------------------------------------------
The Stock Exchange of Thailand (SET) allowed the securities of
Precha Group Public Company Limited (PRECHA) to be listed
securities on the SET after finishing capital increase
procedures, starting from 31 July 2001.
However, PRECHA is a listed company under REHABCO (Companies
Under Rehabilitation) sector and is in the rehabilitation
process; therefore, the SET has still suspended trading all
securities of PRECHA until the causes of delisting are
eliminated.
Exercise/ Issued & Paid-up Capital Allocate to/ Ratio Price
Name (Baht) No. Of Shares Per
Payment Old New Share
Date
PRECHA 600 million 744 million Private Placement - 7 3-5
Jul 1 14.4 million
QUALITY HOUSES: New Company President Appointed
-----------------------------------------------
The Board of Directors' Meeting No. 12/2001 of Quality Houses
Public Company Limited, held 27 July 2001, approved the
appointment of Rutt Phanijphand as the President of the Company
replacing Joompol Meesook, effective 1 August 2001.
Phanijphand will resign from the Audit Committee of the Company,
and the Company will appoint the new Audit Committee.
SUBMICRON TECHNOLOGY: Creditors' Meeting Scheduled
--------------------------------------------------
Creditors of Submicron Technology Application Co Limited will
meet to approve the firm's Bt19-billion debt-rehabilitation plan
on September 27.
The company's owner, Charn Asawachoke, has proposed reducing its
total debt by more than 50 percent, with the firm to repay the
remaining Bt9.5 billion within 12 years, with a grace period of
two years, the Nation reported on July 30.
Charn's failed negotiations earlier to establish a joint venture
with a strategic partner resulted to creditors filing a
bankruptcy suit with the Central Bankruptcy Court last March.
SURANAKORN MUANGMAI: Petition Filed With Bankruptcy Court
---------------------------------------------------------
Suranakorn Muangmai Company Limited (the Debtor) is engaged in
the operations of the Central market for agricultural goods. Its
Petition for Business Reorganization was filed with the Central
Bankruptcy Court:
Black Case Number Phor. 2/2542
Red Case Number Phor. 5/2542
Petitioner: Suranakorn Muangmai Company Limited: debtor
Planner: Ms. Kunyanon Kamonyabod
Debts Owed to the Petitioning Creditor: Bt116,938,227.30
Date of Court Acceptance of the Petition: July 8,1999
Court Order for Business Reorganization and Appointment of
Planner: August 2, 1999
The planner submitted the plan: February 18, 2000
The creditors' meeting for the plan consideration was held at
9:30 a.m. on March 10, 2000 at the Central Bankruptcy Court,
17th floor Bangkok-Insurance Building, South Sathorn Road.
The creditors' meeting passed a special resolution accepted the
amended plan Court order for the plan consideration: April 18,
2000 at 9.00 AM
Court issued an order accepting the Plan: April 18, 2000
Contact: Mr.Chalermkiat Tel. 6792513
TUNTEX THAILAND: OKs Unit Debt Settlement With Bangkok Bank
-----------------------------------------------------------
The Board of Directors Meeting No.7/2001 of Tuntex (Thailand)
Public Company Limited held on July 28, 2001 resolved to approve
its subsidiary Tuntex Realty Company Limited to settle the debt
with Bangkok Bank PCL (the Bank). This will be made through
transferring ownership of its property with the land area 14
rais, 95.4 Sq. Wah to the Bank in lieu of payment of total debt
Bt685.96 million.
Tuntex Realty Co.,Ltd. is a limited company established in 1991.
Its present registered capital is Bt750 Million, having the
business objective of real estate development.
In 1991, the Subsidiary bought a piece of land near Chao Phraya
River, Charoen Krung Road, with the area of 14 rais, 95.4 Sq.Wah
by borrowing money from the Bank, and mortgaged the land as
collateral. Due to the economic crisis, the Subsidiary delayed
the project. As a result, the Subsidiary has no other income to
repay the debt.
As of July 20, 2001, the Subsidiary owed to the Bank in the
total amount of Bt658.96 million. The book value of the land was
Bt712 million.
The Subsidiary and the Bank have agreed to settle the debt which
the Subsidiary shall transfer the land, Land Title Deed No.1664,
1665, 4056, and 4058, Tambol Wat Phrayakrai, Khet Bangkorlaem,
Bangkok, total area 14 rais, 95.4 Sq. Wah as repayment of total
debt owing to the Bank.
However, the Company or the Subsidiary is entitled to buy back
the land within four years at the market price or the price
equal to the debt, Bt658.96 million, plus interest rate at
MLR+2%, whichever is higher.
The transfer of land to settle the debt is considered as the
disposition of asset of the subsidiary. The size of the
transaction is equal to 3.24 percent according to the
calculation attached.
The transaction is not under the rules and Notification of the
Stock Exchange of Thailand governing the rules, procedure and
disclosure of information concerning the acquisition and
disposition of assets of the listed company, but they shall be
disclosed to the investors.
TUNTEX THAILAND: EGM Appoints Khongthanarat As New Director
-----------------------------------------------------------
The Extraordinary General Meeting of Shareholders No.1/2001 of
Tuntex (Thailand) Public Company Limited held on July 27, 2001,
has resolved to appoint Khanit Khongthanarat as new director of
the Company, effective July 27, 2001.
On July 6, TCR-AP reported that Tuntex (Thailand) Public Company
Limited completed its debt restructuring with all the creditors
including the floating rate notes (FRN) holders by entering into
all related debt restructuring agreements.
The principal repayment has been extended for 7 years to 2007.
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
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