/raid1/www/Hosts/bankrupt/TCRAP_Public/010802.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, August 2, 2001, Vol. 4, No. 150
Headlines
A U S T R A L I A
ANACONDA NICKEL: Murrin Murrin July Prod Surpasses Budget
AUSTRALIAN PLANTATION: Principal Mutual Pulls Out Stake
AXA ASIA: Sells Hybrid Securities To Fund Debt Repayment
BULONG OPERATIONS: Posts Production Report For June
COLES MYER: Posts Daily Share Buy-Back Notice
COLES MYER: Redesignates Ordinary Shares
MTM ENTERTAINMENT: Lodges Target Statement With ASIC
MTM ENTERTAINMENT: Sunderton Extends Offer Period
NATURAL GAS: Issuing New Shares
PMP LIMITED: Enters Joint Venture With Seven Network
C H I N A & H O N G K O N G
CAN DO: Delays Dispatch Of Results
CIL HOLDINGS: Winding Up Petition Hearing Adjourned
DRAGON POST: Winding Up Petition Hearing Date Set
FLOURISH KING: Faces Winding Up Petition
FU HUI: Proposes Restructuring
HYCOMM WIRELESS: Cites No Reason For Increased Trading Volume
KEEN STATE: Wind Up Sought By NCB
KIN DON: Shares Trading Suspended
SURE SUCCESS: Winding Up Petition Hearing Set
WAH TAK FUNG: Cites No Reasons For Share Price Increase
WAYFAIR ENTERPRISES: Winding Up Sought By KBC
I N D O N E S I A
BANK CENTRAL: Bapepam Probes 20 Brokerage Firms
BANK NEGARA: S&P Upgrades Outlook To Stable From Negative
J A P A N
DAIWA BANK: Agrees To Creation Of Holding Firm Next Year
MITSUBISHI MOTORS: Plans To Shut Down Australian Operation
K O R E A
DAEHAN FIRE: KDIC Expects Sale To Be Completed By Sept
HYNIX SEMICON: Creditors Draw Up Rescue Plans
HYUNDAI ENGINEERING: Separation From Parent Group Takes Effect
INTERNATIONAL FIRE: KDIC Names Preferred Negotiator
KOOKMIN BANK: Union Workers Oppose Kim's Appointment
REGENT FIRE: KDIC To Complete Sale By End Sept
M A L A Y S I A
ACTACORP HOLDINGS: Submits Revised Scheme To Advisers
ACTACORP HOLDINGS: Winding Up Petition Against Unit Revealed
LAND & GENERAL: Update on Status of Default in Payment
MALAYSIAN RESOURCES: Board OKs Association Articles' Revision
OMEGA HOLDINGS: Talks with Creditors Ongoing
PANGLOBAL BERHAD: Awaits SC Approval On Debt Workout
PAN MALAYSIA: New ICPS Issue Granted Listing, Quotation
PAN MALAYSIAN: Unit Buys Shares in MUIB
TIMBERMASTER GROUP: SAs Enter SPA With Foowood
P H I L I P P I N E S
RFM CORP: Board OKs Shares Sale In Cosmos To SMC
S I N G A P O R E
ACMA LIMITED: Enters Facility Agreements
I-ONE.NET: Proposes Renounceable Rights Issue
SEMBCORP LOGISTICS: Enters Alliance With Autron
- - - - - - - -
=================
A U S T R A L I A
=================
ANACONDA NICKEL: Murrin Murrin July Prod Surpasses Budget
---------------------------------------------------------
Murrin Murrin significantly out-performed against budget for the
month of July reaching 80% of design capacity and achieving the
production milestone of 3,000t of Nickel per month for the first
time.
Specifically, 3017 tons of Nickel and 173 tons of Cobalt were
produced. This represents a 45% increase in Nickel production
compared to the previous month and a 13% increase on our
previous best performance. The Company has achieved 80% of
design production significantly earlier than planned.
The progressive planned outages of the autoclaves for repair
works on wear plates and lining are complete on three of the
autoclaves with the fourth returning to service later this week.
The strong operating performance of the plant in July is the
result of Anaconda's comprehensive strategy that underpins the
ramp-up of the Murrin Murrin operation.
AUSTRALIAN PLANTATION: Principal Mutual Pulls Out Stake
-------------------------------------------------------
Principal Mutual Holding Company and each of its related bodies
corporate (together, the "substantial shareholder") ceased to be
a substantial shareholder in Australian Plantation Timber
Limited 26 July 2001.
AXA ASIA: Sells Hybrid Securities To Fund Debt Repayment
--------------------------------------------------------
AXA Asia Pacific Holdings Limited (AXA APH) is selling Non-
Convertible Redeemable Preference Shares in the capital of AXA
China Region to AXA SA, raising US$459.8 million to fund the
repayment to AXA SA of existing debt. A media release containing
further details is attached.
Enquiries:
Robin Burns GENERAL MANAGER, CORPORATE AFFAIRS
(03) 9616 3631
0413 085 443
Francine McMullen MANAGER, CORPORATE RELATIONS
(03) 9618 4985
0412 223 485
AXA Asia Pacific Holdings Limited (AXA APH) today announced that
it will sell its holding of Non-Convertible Redeemable
Preference Shares in the capital of AXA China Region, raising
US$459.8 million to fund the repayment to AXA SA of existing
debt.
These Non-Convertible Redeemable Preference Shares will be
created by the conversion of ordinary shares in AXA China Region
already held by AXA APH. The sale of these preference shares
will lower the group's gearing ratio, and is in accordance with
a strategic objective to improve overall capital management
performance. The offer of sale will be wholly taken up by AXA
SA. Some important details of the preference shares and the
terms are set out below.
In describing the sale Matthew Slatter, Chief Finance Officer of
AXA APH said: "The sale of these non-convertible preference
shares will help us achieve important capital management
objectives. It will lower our gearing ratio, help maintain a
satisfactory overall cost-of-funds and support matching of
currency exposures. Additionally we improve the funding maturity
profile by using hybrid equity, which is longer-term, instead of
debt to support the investment in AXA China Region.
"The preference shares being sold cannot be converted to
ordinary shares in AXA China Region, are redeemable at the
option of the issuer and are classified as non-voting. In making
this offer and accepting 100 per cent subscription by AXA SA we
considered a number of debt or equity financing options, took
independent advice and ensured that we will achieve an outcome
for all AXA Asia Pacific shareholders that we believe is the
best the company could have achieved from any funding option.
"The dividends to be paid by AXA China region on the new
preference shares are based on USD interest rates plus a
commercial margin.
"The existing debt, which will be repaid from the proceeds of
this sale, was originally incurred to fund the purchase of the
AXA China Region minority interests in late 1999 and was also
sourced from AXA SA in a commercial arrangement. It was due for
renewal, and as part of our normal capital management
considerations we decided to see whether there was a more
effective way of funding the investment.
"AXA China Region is a strong and dynamic business with great
prospects in a very exciting and rapidly developing market. It
is already a very major contributor to the earnings and market
worth of AXA Asia Pacific Holdings and we expect it will
continue to grow and prosper to the benefit of all our
shareholders. This preference share issue and sale is a step in
ensuring that the overall capital and financing profile of the
AXA Asia Pacific group is best suited to our operations,
strategic plans and shareholders interests."
EXTRACT OF TERMS OF THE ISSUE:
Shares 574,804,516 US$0.80 Non-Convertible Redeemable
Preference Shares (NCRPS)
Issuer AXA China Region Ltd
Dividend Quarterly dividend at USD Libor plus a margin.
NCRPS dividends rank before ordinary dividends
subject to the amount of the NCRPS dividend
not exceeding distributable profits of the
issuer.
Status The NCRPS will rank senior to ordinary shares
of AXA China Region.
Redemption The NCRPS may be redeemed by the issuer on 20
days notice after 5 years or following
specified external events or a change in
control.
Voting rights The shares carry limited voting lights (on
resolutions to wind up the company, dispose of
all or substantially all of the property,
business or undertaking of AXA China Region or
alter the rights of NCRPS holders) but are
classified non-voting under The Corporations
Law.
Conversion The NCRPS carry no conversion rights.
Winding up Rank senior to ordinary shares only.
BULONG OPERATIONS: Posts Production Report For June
---------------------------------------------------
Preston Resources Limited, the parent firm of Bulong Operations
Limited, said Bulong Operations (The project) achieved a record
throughput in the leach circuit of 46,534 tons of leach feed
processed at an average rate of 66.8 dry tons per hour.
Nickel production was 583.7 tons (down 13.4% on the previous
month). The reduced production was mainly due to lower head
grades and recoveries. Cobalt production was 8% higher than the
previous month at 36.8 tons. This increase resulted from reduced
crud and improved crud handling in the cobalt solvent extraction
circuit. This also resulted in a reduction of impurities in
nickel cathode.
Operating costs, before cobalt credits were approximately
US$$3.76 per pound. This result includes a significant non-cash
component.
SAFETY AND ENVIRONMENT
Site safely performance was excellent this month with only
significant injury.
A proposal for the Waste Reprocessing Facility was prepared for
submission to the Department of Minerals and Energy and the
Department of Environmental Protection for approval.
PRODUCTION
Production statistics for the month of June are shown in the
table below:
THIS MONTH
UNIT ACTUAL PLAN VARIANCE VARIANCE (%)
Inputs
Leach Feed (t)46,534 43,090 3,444 8.0%
Ni Grade (%) 1.52 1.75 -0.23 -13.0%
Co Grade (%) 0.11 0.12 -0.01 -11.8%
YTD
UNIT ACTUAL PLAN VARIANCE VARIANCE (%)
Inputs
Leach Feed (t)437,493 459,350 -21,857 -4.8%
Ni Grade (%) 1.82 1.83 -0.01 -0.5%
Co Grade (%) 0.14 0.14 0.00 2.9%
THIS MONTH
UNIT ACTUAL PLAN VARIANCE VARIANCE (%)
Outputs
Ni (t) 583.71 678 -94.59 -13.9%
Co (t) 36.77 47 -10.13 -21.6%
YTD
UNIT ACTUAL PLAN VARIANCE VARIANCE (%)
Outputs
Ni (t) 6,352.52 7,579 -1,226.68 -16.2%
Co (t) 407.57 554 -146.03 -26.4%
Plant production was 583.7 tons of nickel and 36.8 tons of
cobalt. The below budget production was due to much lower Ni and
Co head grades and also lower plant recoveries. A program has
been implemented to improve the latter over the coming months.
Cobalt production consisted of 25.3 tons as cobalt cathode and
11.54 tons of cobalt contained in sulphide.
MINING
Mine production activities were carried out in the Federal, Mt
Lyell and Albion 2 pits with ore and waste mining.
A total movement of 254,151 Bank Cubic Metres (BCM) was achieved
compared to a budget of 179,217 BCM.
Changes to the planned mine production schedule throughout the
year have resulted in the variance in material movement for both
the month and year to date. The main change was the reduction in
mining activity from double shift to single shift mining.
Double shift mine production activities commenced 1 June. The
increased material movement enables the development of the new
mining areas, Gala and Albion 2, to progress and provide high-
grade material for plant feed as per the mine production
schedule. Double shift mining also results in a 17% cost
reduction in unit rates.
LEACH PLANT
A record total of 46,534 dry tons was fed to the autoclave
giving an average food rate of 66.8 dry tons per hour. The rate
was 4% below design (69.6tph) due to restrictions in ore
preparation.
During June the ore preparation circuit ran for 612 hours
(availability 84.9%), processing 54,217 dry tons of ore at a
rate of 76.1 dry tons per hour.
A modification to reject low-grade material from the +2 mm
material on the final product screen was commissioned mid-month.
This material was rejected from the circuit for a total of 12
days and accounted for 7.5% of the total rejects. The combined
reject material totaled 14.2% of the new feed.
The autoclave nickel extraction for June was 91.1%. The drop in
recovery from last month was associated with the reduced feed
grade as a lower residue grade of 0.13% Non-Acid Soluble Nickel
(NAS) nickel was achieved compared to 0.14% NAS nickel in May.
It is expected that an average residue grade of 0.10% NAS nickel
can be achieved which equates to an autoclave extraction of 94%
at a head grade of 1.73% nickel. This will be achieved by
improving free acid control and increasing 'acid on' time.
The autoclave acid pumps were operational for 96.8% of the 697
hours the autoclave slurry feed pumps were operating.
A total of 45 hours production was lost during the month, which
resulted in the leach plant achieving 93.7% availability and a
record utilization of 87.8% (April 2001 was 86.5%).
Unscheduled maintenance accounted for 29 hours downtime,
operations accounted for 1 hour downtime, there was no scheduled
maintenance, heat up accounted for 12 hours downtime and 2 hours
standby.
Counter Current Decant/Partial Neutralization (CCD/PN) wash
recovery increased to 91.9%. This was an increase on last month
at a wash recovery of 91.5%. An extensive program has been
implemented to improve wash efficiency, underflow densities and
recovery. This should also improve water balances and have a
long term positive impact on the management of the residue
storage facility and evaporation pond.
METALLURGICAL PERFORMANCE
The table below shows an estimate of the total plant
metallurgical balance.
OVERALL PLANT METAL BALANCE ACTUAL OPTIMUM
NICKEL COBALT NICKEL
COBALT
Plant Feed Grade (%) 1.52 0.11 1.90
0.13
Plant Inputs (t) 708.4 49.2 889.3
60.8
Plant Recovery (%) 77.5 70.2 92.9
91.6
Plant Stock Increase (t) -34.5 -2.2 0.0
0.0
Product (t) 583.7 36.8 826.1
55.7
Stock Increase + Product(t) 549.2 34.6 826.1
55.7
Overall Plant Utilization (%) 87.8 88.2
NB: Plant Inputs x Plant Recovery = Plant Stock Increase +
Product
Availability = Down hours /Total hours
Nickel and cobalt recoveries were 77.5% and 70.2% respectively.
Nickel recoveries were slightly lower than the previous month,
while cobalt recovery increased significantly.
Nickel cathode production for June has been adjusted to account
for the use of mild steel starter sheets (7.70 tons) in nickel
electrowinning.
Nickel inventory decreased by 34.5 tons to 177.7 tons during
June. Cobalt inventory decreased by 2.2 tons to 18.9 tons.
Some cobalt sulphide was produced during the month when the
cobalt levels in cobalt electrowinning exceeded metal plating
capacity for a short time.
REFINERY
The refinery produced 583.7 tons of nickel at 91.2% recovery and
36.8 tons of cobalt at 82.9% recovery.
Cobalt solvent extraction (CoSX) averaged 93.0% recovery at 95%
availability. Cobalt metal recovery has been hampered by
difficulty controlling extraction pH and modifications to the
circuit are being implemented to improve addition of pH control
reagents. Nickel solvent extraction (NiSX) averaged 94.0% nickel
recovery at 94% availability.
Total cobalt production for May was 36.8 tons, 25.3 tons as
cobalt cathode and 11.5 tons of cobalt contained in sulphide.
Once appropriate inventory levels were established through the
cobalt refinery, all cobalt was directed to the cobalt
electrowinning (CoEW) circuit for cobalt cathode production.
The anode replacement program re-commenced during June with 60
new anodes installed in the nickel electrowinning circuit. New
anodes will be required on an ongoing basis.
Mild steel starters were used during times of low starter
inventories caused by maintaining the commercial harvest
schedule despite periods at low current. Approximately 1426 mild
steel sheets went into the circuit resulting in 7.7 ton of mild
steel harvested. The month end stock of starters was 720. A
commercial cell has been converted to a starter cell to enable a
stock of starter sheet stocks to be built up.
Nickel quality continues to be lower than the desired
specification, the main impurity being iron resulting from the
use of mild steel starters. Cobalt in nickel cathode has been
reduced from 11,729ppm to 4,824ppm. This should decrease more,
as CoSX is optimized with construction of the fifth extraction
stage complete and commissioning well under way.
Cobalt quality has decreased slightly, mainly as a result of
higher copper. The copper ion extraction process is receiving
attention and changes are being trialed. Preliminary results are
encouraging. Lead levels have decreased, and will improve
further when lead removal is commissioned.
MINING COSTS
Variances from the mine schedule have resulted in cost
differences in the areas of ore and waste material movement.
Budget haulroad construction costs of S350,000 were not
experienced due to the work not being undertaken.
Grade control costs continued above budget due to the grade
control drilling program in Albion 2 and increased activity for
Federal trenching.
LEACH PLANT COSTS
In the pressure leach area, the main variance was a correction
in the steam allocation from May resulting in a $407,000 higher
cost. This primarily accounted for the 13% overrun in the leach
budget overall.
REFINERY COSTS
Labour: Labour was 44% overspent for the month, compared to 34%
for May. The refinery is over-compliment as discussed
previously. More automation in the tankhouse is planned to
further reduce numbers.
Reagents: Reagents were 69% overspent in June. The major over-
expenditure were:
* Diluent and versatic acid required to make up circuit
inventories.
* Cyanox to increase concentration after the E5 conversion back
to an extraction unit.
* Boric acid and sodium sulphate, which are associated with the
high Ni SX bleed rates.
* Sodium hydroxide for use on the cobalt precipitation reactors
for safety reasons.
* Oxygen, a large amount is being vented to atmosphere. This is
being investigated and process modifications will be made in
July.
Consumables: Consumables were 242% overspent, the main
contributors were:
* Cathode bags consumption is being monitored and focused upon.
* Titanium blanks, an additional starter cell has been installed
and 40 blanks will be going back into the store after
sandblasting.
* Mild steel starters to enable harvest schedules to be
maintained.
* The anode replacement program has re-commenced.
Other: Other was 51% overspent, the main contributors were:
* Consumables and generals associated with the tankhouse.
* Freight associated with reagent outages.
* Safety supplies, associated with the tankhouse.
* Metallurgical testwork.
* Re-allocations.
MAINTENANCE COSTS
Costs for the month after audit adjustments was $661,000. The
most significant abnormal costs for the month were in leaching
and were mainly attributed to a final allocation of cost with
exchange rate for refractory from the shutdown and also a
significant credit for the pipes and valves relating to an
outstanding order for titanium.
Ore prep, leaching, CCD/PN and NiSX were tile areas where costs
were higher than budgeted for the month. Ore prep costs are as
expected. Leaching costs rose due to the increased number of new
Ceho valves sets supplied, mechanical seal and heater train
rebuilds. NiSX costs were mainly higher due to continued
replacement of aqueous advance valves.
PRODUCTION SERVICES COSTS
Mine Services costs were down because no drilling activities
took place.
Metallurgical services were lower due to metallurgists being
transferred to the operations departments.
The majority of the engineering cost variance is associated with
budget power re-allocation.
COMMERCIAL COSTS
BREAKDOWN as follows:
Supply: Supply department was marginally over budget with no
major variances.
Human Resources: Personnel in this department have been occupied
with converting contract staff to Bulong Nickel Operation
payroll and involvement in the roster review process.
Site Administration: Costs for the month are over budget with
insurance and audit fees being the main contributors to the
over-run.
REVENUE
JUNE-2001
A$1000
Nickel sales 7,224
Cobalt sales 591
METAL PRODUCTION
Estimates of quarterly metal output, through to March 2002 are
shown
in the table following.
QUARTER ENDING NICKEL COBALT
(in tons)
September 30, 2001 1,750 180
December 31, 2001 2,105 191
March 31, 2002 2,007 158
OUTLOOK
The upgraded crude handling facilities and recommissioning of
the fifth cobalt extraction stage have been completed. It is
anticipated that benefits from this work should soon manifest
themselves.
The lead removal circuit in the cobalt refinery is to be
recommissioned to improve the quality of cobalt metal.
Crud removal systems are being installed in the cobalt refinery
to improve recovery and metal quality.
Out turn for July is anticipated to be similar to June and
improving into August.
COLES MYER: Posts Daily Share Buy-Back Notice
---------------------------------------------
Troubled retailer Coles Myer Limited posted the following
details of its daily share buy-back notice:
Name of Entity
Coles Myer Ltd
ACN or ARBN
004 089 936
Information About Buy-Back
1. Type of buy-back On market within 10/12 limit
2. Date Appendix 3C was given to 12 Oct 2000
to ASX
Total Of All Shares Bought Back
Before Previous
Previous Day
Day
3. Number of shares bought 1,374,861 38,547
back or if buy-back is
an equal access scheme,
in relation to which
acceptances have been
received
$ $
4. Total consideration paid 8,598,329 236,579
or payable for the shares
5. If buy-back is an on-market
buy-back
Highest price paid Highest price paid
$6.44 $6.14
Date: 12 July 2001
Lowest price paid Lowest price paid
$5.99 $6.13
Date: 24/07/2001
Highest price
allowed under rule
7.33:
$6.39
Participation By Directors
6. If buy-back is an on-market Nil
buy-back - name of each
director and related party
of a director from whom the
company bought back shares
on the previous day, the
number of shares which the
company bought back from
each named director or
related party, and the
consideration payable for
those shares.
How Many Shares May Still Be Bought Back
7. If the company has disclosed 28,586,592
an intention to buy back a
maximum number of shares - the
remaining number of shares to
be bought back
Compliance Statement
1. The Company is in compliance with all Corporations Law
requirements relevant to this buy-back.
2. There is no information that the listing rules require to be
disclosed that has not already been disclosed, or is not
contained in, or attached to, this form.
COLES MYER: Redesignates Ordinary Shares
----------------------------------------
Following the redesignation of Coles Myer Ltd fully paid
ordinary class shares into ordinary shares (currently trading as
CMLDA) and discount card shares (CMLC), Coles Myer Ltd advises
that the number of shares on issue in the fully paid ordinary
class are:
885,623,288 ordinary shares (75.25%)
280,861,163 discount card shares (23.86%)
10,488,045 Employee Share Plan discount card shares
(0.89%)
These discount card shares are beneficially
owned by
Coles Myer employees under the Coles Myer
Employee
Share Plan. Under the terms of that plan the
shares
are not currently tradeable (and so no discount
cards are on issue in respect of them) but will
become available to those employees
progressively
until 2014.
1,176,972,496 total fully paid ordinary class
Statements of shareholdings will be sent to all shareholders
during the week commencing Monday 6 August 2001. Shareholders
will also receive details of the redesignation, a set of the
terms and conditions of the Shareholder Discount Plan (also
available at www.colesmyer.com) and a notice of election to
participate in the Plan. A set of the terms and conditions
follows this announcement.
Shareholders who wish to participate in the Plan are asked to
return their notices of election by 30 September 2001.
Background
On 19 July 2001 Coles Myer Ltd relaunched the Shareholder
Discount Plan.
Existing cardholders can still use their current cards until
expiry and elect to remain in the Plan.
Up to the first 500 shares of every shareholding have been
redesignated as discount card shares.
Entitlement to participate in the Plan applies only to holdings
of at least 500 discount card shares.
Discount card shares remain ordinary class shares and, as such,
rank equally in every respect, including voting and dividend
rights, with ordinary shares.
New shareholders who elect to participate in the Plan prior to
the record date for the November 2001 dividend will receive
their shareholder discount card in November 2001 and will be
eligible for discounts from that time.
The company has always reserved the right to make changes to the
Plan, including changes to discount rates. That right continues
under the relaunched Plan.
For further information:
Media: Bruce Fethers Coles Myer Ltd 03 9829 3238
Analysts: Amanda Fischer Coles Myer Ltd 03 9829 4521
MTM ENTERTAINMENT: Lodges Target Statement With ASIC
----------------------------------------------------
MTM Funds Management Limited, as responsible entity of MTM
Entertainment Trust (MME) yesterday lodged with ASIC a copy of a
Supplementary Target's Statement in response to the takeover bid
by Sunderton Pty Limited for all of the issued units in MME.
SUPPLEMENTARY TARGET'S STATEMENT
This document is the Third Supplementary Target's Statement made
by MTM Funds Management Limited (ACN 080 737 042) ("MTM Funds")
as responsible entity of the MTM Entertainment Trust, ARSN 091
046 614 ("MME") under Part 6.5, Division 4 of the Corporations
Law on 1 August 2001 ("Third Supplementary Target's Statement")
which supplements the target's statement dated 13 June 2001
lodged with the Australian Securities & Investments Commission
("ASIC") on 15 June 2001 (the "Target's Statement"), the first
supplementary target's statement lodged with ASIC on 3 July 2001
and the second supplementary target's statement lodged with ASIC
on 8 July 2001, (together the "Supplementary Target's
Statements").
This Third Supplementary Target's Statement is to be read
together with the Target's Statement and the Supplementary
Target's Statements.
MTM Funds wishes to update you in relation to matters in the
context of the takeover bid by Sunderton Pty Limited for all of
the units in MME. Terms in this document have the same meaning
as in the Target's Statement.
1 RESULTS FOR THE YEAR ENDED 30 JUNE 2001
On 30 July 2001 the Directors of MTM Funds advised the ASX of
the estimated operational loss of $2,700,000 incurred by MME for
the year ended 30 June 2001. This loss excludes the impact of
the operations of "World's Biggest Screen Pty Limited", the
wholly owned subsidiary of MME which now operates the Imax
Theatres.
Furthermore, the Directors consider that there will be
additional substantial losses arising from the write-down of the
Imax assets. The Directors have engaged Jones Lang LaSalle
("JLL") to update their valuations of August 2000 that were
included in the 31 December 2000 half yearly report.
The Directors have noted the substantial write-downs ($19.8
million) foreshadowed by BDO's Independent Expert Report
included in the Target's Statement issued by MME. The Directors
are concerned that further write-downs are required and will
advise the market as soon as the JLL valuations are available.
Please note that these results are still subject to final audit.
2 RIGHTS ISSUE
The Directors have advised the ASX of the Prospectus filing with
the ASIC dated 30 July 2001. The 1 for 3 non-renounceable rights
issue of 26,666,667 new Units at 26.5 cents per new Unit will
raise approximately $7.06 million and has been fully
underwritten by Sunderton.
3 STATUS OF OFFER
3.1 OFFER UNCONDITIONAL
Sunderton declared its takeover bid for MME unconditional
on 5 July 2001. At 31 July 2001 Sunderton's voting power in MME
was 51.36%.
3.2 EXTENSION OF OFFER PERIOD
Sunderton has announced that it has further extended the
Offer Period under its takeover bid to 17 August 2001.
4 FORMAL MATTERS
4.1 APPROVAL
This Third Supplementary Target's Statement was approved by
a resolution passed by the Directors of MTM Funds at a Board
Meeting on 1 August 2001 and was lodged with ASIC on 1 August
2001. Messrs Roberts, Corcoran, Green, Maxwell and Topfer
absented themselves from the Board Meeting to approve this Third
Supplementary Target's Statement.
4.2 RESPONSIBILITY
Although named in this document, none of ASIC, Sunderton,
JLL or BDO has authorized the issue of this document nor takes
any responsibility for the contents of this document.
MTM ENTERTAINMENT: Sunderton Extends Offer Period
-------------------------------------------------
In relation to the takeover bid by Sunderton Pty Limited
("Sunderton") for all of the issued units in the MTM
Entertainment Trust ("MTM"), the following is a notice extending
the offer period to 17 August 2001:
NOTICE OF EXTENSION OF OFFER PERIOD
TO: MTM Funds Management Limited as responsible entity for MTM
Entertainment Trust ("MME") ARSN 091 046 614
AND TO: Each person to whom an offer was made ("Offeree") under
an offer dated 8 June, 2001 ("Offer") by Sunderton Pty Ltd ACN
089 353 300 ("Bidder") contained in the bidder's statement dated
21 May 2001 ("Statement").
A copy of this notice was lodged with the Australian Securities
& Investments Commission on 1 August, 2001. ASIC takes no
responsibility for the contents of this notice.
EXTENSION OF OFFER PERIOD
Bidder gives notice that it varies the Offers by extending the
period during which the Offers will remain open until 17 August
2001.
The date for publication of the notice of the status of
conditions is now 10 August 2001.
NATURAL GAS: Issuing New Shares
--------------------------------
Natural Gas Australia Limited, which is currently undertaking a
financial restructuring, is prepared to issue new shares as an
exercise of options, the details of which are as follows:
Application For Quotation Of Additional Securities And Agreement
Name of Entity
Natural Gas Australia Limited
ACN or ARBN
091 824 798
PART 1 - ALL ISSUES
1. Class of securities issued Ordinary shares
or to be issued
2. Number of securities issued 1,576,735
or to be issued (if known)
or maximum number which
may be issued
3. Principal terms of the securities * The shares to be issued
(eg, if options, exercise price fully paid up.
and expiry date; if partly paid * The company does not
propose
securities, the amount to seek member
approval
outstanding and due dates for of the issue.
payment; if convertible securities, * The issue is not to a
the conversion price and dates class of security holders.
for conversion)
4. Do the securities rank equally Yes
in all respects from the date
of allotment with an existing
class of quoted securities
If the additional securities
do not rank equally, please
state:
* the date from which they do
* the extent to which they
participate for the next
dividend, (in the case of
a trust, distribution) or
interest payment
* the extent to which they do
not rank equally, other than
in relation to the next
dividend, distribution or
interest payment
5. Issue price or consideration $0.25
6. Purpose of the issue (if Exercise of options
issued as consideration for
the acquisition of assets,
clearly identify those
assets)
7. Dates of entering securities 24 July 2001
into uncertified holdings
or despatch of certificates
NUMBER CLASS
8. Number and class of all 56,639,215 Ordinary shares
securities quoted on 46,689,318 31 Mar 2005 options
ASX (including the ASX Code NGAAI
securities in clause
2 if applicable)
NUMBER CLASS
9. Number and class of all 1,680,000 31/03/2005 options
securities not quoted
on ASX (including the
securities in clause 2
if applicable)
10.Dividend policy (in the case The company does not anticipate
of a trust, distribution payment of a future dividend
policy) on the increased in the foreseeable future.
capital (interests)
PART 2 - BONUS ISSUE OR PRO RATA ISSUE
Items 11 to 33 are Not Applicable
PART 3 - QUOTATION OF SECURITIES
You need only complete this section if you are applying for
quotation
of securities
34. Type of securities (tick one)
(a) x Securities described in Part 1
(b) All other securities
Example: restricted securities at the end of the escrowed
period, partly paid securities that become fully paid, employee
incentive share securities when restriction ends, securities
issued on expiry or conversion of convertible securities
Entities that have Ticked Box 34(a)
Additional Securities Forming a New Class of Securities
(If the additional securities do not form a new class, go to
43)
Tick to indicate you are providing the information or
documents
35. The names of the 20 largest holders of the additional
securities, and the number and percentage of
additional securities held by those holders
36. A distribution schedule of the additional securities
setting out the number of holders in the categories
1 - 1,000
1,001 - 5,000
5,001 - 10,000
10,001 - 100,000
100,001 - and over
37. A copy of any trust deed for the additional securities
(now go to 43)
Entities that have Ticked Box 34 (b)
Items 38 to 42 are Not Applicable
ALL ENTITIES
Fees
43. Payment method (tick one)
Cheque attached
Electronic payment made
Note: Payment may be made electronically if Appendix 3B is given
to ASX electronically at the same time.
Periodic payment as agreed with the home branch has been
arranged
Note: Arrangements can be made for employee incentive
schemes that involve frequent issues of securities.
PMP LIMITED: Enters Joint Venture With Seven Network
----------------------------------------------------
Seven Network Limited and PMP Limited announce that both
companies have agreed to in-principle terms for their joint
venture partnership.
This follows the successful completion of due diligence by
Seven.
Final documentation formalizing the joint venture partnership is
expected to be completed and signed this week. Details regarding
the final commercial terms will be released at this time.
However, Seven and PMP confirm that Gordon & Gotch will not be
included in the transaction, but a long-term contract with the
joint venture publishing operations will be put in place.
================================
C H I N A & H O N G K O N G
================================
CAN DO: Delays Dispatch Of Results
----------------------------------
Can Do Holdings Limited (the "Company", together with its
subsidiaries, the "Group) announces that due to the
restructuring of the Group during the financial year ended 31
March 2001 and up to the date of this announcement and as more
time is required for the auditors of the Group to finalize the
audits of the annual results of the Group, the final results of
the Group for the year ended 31 March 2001 will not be published
by 31 July 2001 in accordance with paragraphs 8(1) and 11(1) of
the Listing Agreement.
The outstanding audit works relate principally to finalizing the
audit of the final results of a principal subsidiary of the
Group and the confirmation of material outstanding balances due
by the Group to creditors.
The Board also announces that the restructuring of the Group
relates principally to the major and connected transaction as
announced in the joint announcements of the Company, Tem Fat
Hing Fung (Holdings) Limited and RNA Holdings Limited.
The parties to the Final Agreements (as such term is defined in
the Announcements) are in the process of negotiating certain
terms of the Final Agreements including waiver of certain
conditions but no binding agreement has been reached up to the
date of this announcement. Further announcement will be made by
the Company if and when appropriate.
The unaudited consolidated results of the Group for the year
ended 31st March, 2001 are as follows:
(Unaudited) (Audited)
2001 2000
HK$'000 HK$'000
TURNOVER 23,203 22,732
Building management fees (3,420) (2,782)
Gross profit 19,783 19,950
Other revenue 22,136 199
Administrative expenses (17,295) (14,486)
Deficit on revaluation of
investment properties (25,000) -
Provision for diminution in value
of interest in a subsidiary (177,983) -
Provision for diminution in value
of interest in an associate (269,917) -
Provision for diminution in value
of other investment (78,800) -
Provision for properties held for resale (64,000) -
Loss on disposal of a property under redevelopment (339,344 ) -
(LOSS)/PROFIT FROM OPERATING ACTIVITIES (930,420) 5,663
Finance costs (94,138) (55,709)
Share of loss of an associate (99,811) (1,712)
LOSS BEFORE TAX (1,124,369) (51,758)
Tax (18) (547)
NET LOSS ATTRIBUTABLE TO SHAREHOLDERS (1,124,387) (52,305)
LOSS PER SHARE
Basic HK$2.78 HK$0.47
Diluted N/A N/A
It is expected that the final results of the Group for the year
ended 31 March 2001 will be released and published on or before
21 August 2001 as soon as the audits of the annual results for
the year ended 31 March 2001 are finalized by the Group's
auditors.
The delay in the publication of the final results constitutes a
breach of the Listing Agreement. The Stock Exchange of Hong Kong
Limited has reserved its rights to take appropriate action
against the Company.
The directors of the Company have not dealt in any of the
securities of the Company one month before the date of this
announcement. The directors of the Company have given their
undertakings to The Stock Exchange of Hong Kong Limited that
they will not deal in the securities of the Company until the
Company's audited final results for the year ended 31st March,
2001 are released and published.
CIL HOLDINGS: Winding Up Petition Hearing Adjourned
---------------------------------------------------
The hearing of the winding-up petition served by Sin Hua Bank
Limited against CIL Holdings LImited was ordered by the Justice
to be further adjourned to 20 August 2001.
Trading in the shares was suspended from 10:00 a.m. on 30 July
2001 at the request of the Company pending release of this
announcement and application has been made to the Stock Exchange
for the resumption of trading of the shares from 10:00 a.m. on 1
August 2001.
Reference is drawn to the announcement made by the Company on 14
May, 18 May, 8 June, 4 July and 11 July 2001 in relation to the
winding-up petition served against the Company by Sin Hua Bank
Limited (the Petition).
During the adjourned hearing of the Petition held on 30 July
2001, the Justice of High Court ordered the hearing of the
Petition to be further adjourned to 20 August 2001. The Company
is now in process of settlement negotiation with Sin Hua and
other bankers and creditors, and will issue further announcement
as and when appropriate.
Trading in the shares was suspended from 10:00 a.m. on 30 July
2001 at the request of the Company pending release of this
announcement and application has been made to the Stock Exchange
for the resumption of trading of the shares from 10:00 a.m. on 1
August 2001.
DRAGON POST: Winding Up Petition Hearing Date Set
-------------------------------------------------
The winding up petition against Dragon Post Asia Limited is set
to be heard before the High Court of Hong Kong on August 8, 2001
at 9:30 am. The petition was filed with the Court on May 31,
2001 by The National Commercial Bank Limited whose principal
place of business is situated at Nos. 1-3 Wyndham Street,
Central, Hong Kong.
FLOURISH KING: Faces Winding Up Petition
----------------------------------------
Flourish King Investment Company Limited is facing a winding up
petition which is scheduled to be heard before the High Court of
Hong Kong on August 8, 2001 at 9:30 am. The petition was filed
with the Court on June 1, 2001 by The National Commercial Bank
Limited whose principal place of business is situated at Nos. 1-
3 Wyndham Street, Central, Hong Kong.
FU HUI: Proposes Restructuring
------------------------------
Fu Hui Holdings Limited has proposed restructuring which will
involve the subscription of new shares, bank compromise,
whitewash waiver, and change of name. The proposal is as
follows:
Summary
On 20 July 2001, the Company has entered into:
(i) the Investment Agreement (which was supplemented by a
supplemental agreement dated 30th July, 2001) with the Investors
and the Guarantors for the subscription of (i) 700 million
Subscription Shares by China Merit, (ii) 150 million
Subscription Shares by Green Dynamics, and (iii) 150 million
Subscription Shares by Precious Gold at a subscription price of
HK$0.10 per Subscription Share to raise in aggregate HK$100
million in cash;
(ii) the Compromise Agreement with the Subsidiaries A, the
Agent Bank and the Bank Group for the full and final settlement
of all the Bank's Unsecured Loans (amounted to HK$87,774,962.94
as at the Accounts Date) together with any interest accrued
thereon up to Completion; and
(iii) the Supplemental Compromise Agreement with the
Subsidiaries B and Yien Yieh Bank for the full and final
settlement of all the Bank's Secured Loans (amounted to
HK$7,700,000 as at 3rd July, 2001) together with any interest
accrued thereon up to Completion.
The Restructuring Proposal, if successfully implemented and
completed in full, will result in the following:
(i) HK$100 million new equity capital in the form of cash
will be injected into the Company by the Investors;
(ii) all the secured and unsecured indebtedness (including
any interest accrued thereon up to Completion) owed by the Group
to the Bank Group will be released, discharged and fully settled
in accordance with the Compromise Agreements;
(iii) the Investors will become the controlling Shareholders;
and
(iv) the liquidity and financial position of the Group will
be improved.
China Merit, Green Dynamics and Precious Gold will subscribe for
700 million Subscription Shares, 150 million Subscription Shares
and 150 million Subscription Shares respectively which represent
(i) approximately 95.79 percent, 20.53 percent and 20.53 percent
respectively of the existing issued share capital of the
Company; and (ii) approximately 40.44 percent, 8.67 percent and
8.67 percent respectively of the issued share capital of the
Company as enlarged by the issue of the Subscription Shares
under the Subscription.
The total of 1,000 million Subscription Shares represent (i)
approximately 136.84 percent of the existing issued share
capital of the Company; and (ii) approximately 57.78 percent of
the issued share capital of the Company as enlarged by the issue
of the Subscription Shares under the Subscription.
The issue price of HK$0.10 per Subscription Share represents (i)
a discount of approximately 45.05 percent to the closing price
of HK$0.182 per Share as quoted on the Stock Exchange on 20 July
2001, being the last trading day immediately preceding the date
of this announcement; and (ii) a discount of approximately 45.95
percent to the average closing price of about HK$0.185 per Share
as quoted on the Stock Exchange for the last ten trading days up
to and including 20 July 2001.
Shareholders should note that the Restructuring Proposal (of
which the Investment Agreements and the Compromise Agreements
form part) is conditional on a number of conditions precedent.
As at the date of this announcement, the Company has not
received any approval from the Stock Exchange in respect of the
listing of the Subscription Shares and the Investors have not
obtained the Whitewash Waiver from the SFC.
In the event that the Whitewash Waiver is not granted by the
Executive, the Investment Agreements will lapse. The release of
this announcement does not in any way imply that the
Restructuring Proposal will necessarily be implemented and
completed.
Shareholders should also note that if the Restructuring Proposal
cannot materialize, the Stock Exchange may consider that the
Company fails to comply with paragraph 38 of the Listing
Agreement and the Company may be requested to suspend the
trading of the Shares on the Stock Exchange. Under paragraph 38
of the Listing Agreement, an issuer is required to carry out,
directly or indirectly, a sufficient level of operations or have
tangible assets of sufficient value and/or intangible assets for
which a sufficient potential value can be demonstrated to the
Stock Exchange to warrant the continued listing of the issuer's
securities.
In the event that the Green Dynamics Subscription and the
Precious Gold Subscription could not be completed, it is Mr.
Wong's intention that the Company will raise further funds or
arrange financing, subject to the then market condition, so as
to comply with paragraph 38 of the Listing Agreement.
Further announcement will be made by the Company on any material
development of the Restructuring Proposal.
Shareholders and potential investors are advised to exercise
extreme caution when dealing in the Shares.
At the request of the Company, trading in the securities of the
Company was suspended with effect from 10:00 a.m. on Monday, 23
July 2001 pending the publication of this announcement.
Application has been made to the Stock Exchange for resumption
of trading in the securities of the Company with effect from
10:00 a.m. on Wednesday, 1 August 2001.
The Restructuring Proposal
The Restructuring Proposal comprises the following key integral
parts:
(i) the Capital Increase whereby the authorized share capital
of the Company will be increased from HK$100 million to HK$500
million divided into 5,000 million Shares of HK$0.10 each;
(ii) the subscription of (a) 700 million Subscription Shares
by China Merit, (b) 150 million Subscription Shares by Green
Dynamics, and (c) 150 million Subscription Shares by Precious
Gold at a subscription price of HK$0.10 per Subscription Share
to raise in aggregate HK$100 million in cash; and
(iii) the discharge, release and full settlement of (a) all
the Bank's Unsecured Loans together with any interest accrued
thereon up to Completion pursuant to the Compromise Agreement;
and (b) the Bank's Secured Loans together with any interest
accrued thereon up to Completion pursuant to the Supplemental
Compromise Agreement in the manner as detailed below.
Investment Agreement dated 20 July 2001
Parties
Company: Fu Hui Holdings Limited
Investors: China Merit Limited, a company incorporated in the
British Virgin Islands with limited liability and the entire
issued share capital of which is beneficially wholly owned by
Mr. Wong
Green Dynamics Investment Co., Ltd., a company incorporated in
the British Virgin Islands with limited liability and the entire
issued share capital of which is beneficially wholly owned by
Mr. Luk
Precious Gold Holdings Limited, a company incorporated in the
British Virgin Islands with limited liability and the entire
issued share capital of which is beneficially wholly owned by
Ms. Mo
Guarantors: in respect of China Merit, Mr. Wong; in respect of
Green Dynamics, Mr. Luk; and in respect of Precious Gold, Ms. Mo
The Investors and their respective ultimate beneficial owners,
being the Guarantors, are independent third parties not
connected with and not acting in concert with the directors,
chief executive and substantial shareholders of the Company or
any of its subsidiaries or any of their respective associates
(as defined in the Listing Rules). Mr. Wong, Mr. Luk and Ms. Mo
and their respective associates are not connected with each
other.
Green Dynamics and Precious Gold and their respective beneficial
owners are financial investors procured by Mr. Wong to make the
investment in the Company under the Investment Agreements.
Number of Subscription 700 million Subscription Shares to be
subscribed by China Merit, Shares: representing (i)
approximately 95.79 percent of the existing issued share capital
of the Company; and (ii) approximately 40.44 percent of the
issued share capital of the Company as enlarged by the issue of
the Subscription Shares under the Subscription
150 million Subscription Shares to be subscribed by Green
Dynamics, representing (i) approximately 20.53 percent of the
existing issued share capital of the Company; and (ii)
approximately 8.67 percent of the issued share capital of the
Company as enlarged by the issue of the Subscription Shares
under the Subscription
150 million Subscription Shares to be subscribed by Precious
Gold, representing (i) approximately 20.53 percent of the
existing issued share capital of the Company; and (ii)
approximately 8.67 percent of the issued share capital of the
Company as enlarged by the issue of the Subscription Shares
under the Subscription
Consideration: China Merit shall pay HK$70 million for the
subscription of 700 million Subscription Shares at an issue
price of HK$0.10 per Subscription Share
Green Dynamics shall pay HK$15 million for the subscription of
150 million Subscription Shares at an issue price of HK$0.10 per
Subscription Share
Precious Gold shall pay HK$15 million for the subscription of
150 million Subscription Shares at an issue price of HK$0.10 per
Subscription Share
The consideration for the Subscription was arrived at after
arm's length negotiation between the Company and the Investors
and on the basis that the Group is facing liquidity problem. The
issue price of HK$0.10 per Subscription Share represents (i) a
discount of approximately 45.05 percent to the closing price of
HK$0.182 per Share as quoted on the Stock Exchange on 20th July,
2001, being the last trading day immediately preceding the date
of this announcement; and (ii) a discount of approximately 45.95
percent to the average closing price of about HK$0.185 per Share
as quoted on the Stock Exchange for the last ten trading days up
to and including 20th July, 2001.
Based on the annual report of the Company for the year ended
31st December, 2000, the audited net deficits of the Group as at
31st December, 2000 were approximately HK$106,008,000,
representing net deficit of approximately HK$0.145 per Share (on
the basis of 730,800,000 Shares in issue as at the date of the
Investment Agreement).
Deposits and Payment: China Merit, Green Dynamics and Precious
Gold have paid HK$2,100,000, HK$450,000 and HK$450,000
respectively, representing 3 percent of their respective
consideration payable by the Investors, to the Company's
solicitors as stakeholders on the date of the Investment
Agreement as Deposits to be applied on a pro rata basis on
Completion towards payment in part of the consideration for the
Subscription payable by China Merit, Green Dynamics and Precious
Gold.
The Deposits and interest accrued will be held in an escrow
account until Completion and shall be released or otherwise
disposed of in accordance with the relevant provisions under the
Investment Agreements and the escrow agreement dated 20 July
2001 made between the Company, the Investors and the Company's
solicitors. Pursuant to the escrow agreement, the Company's
solicitors will hold the Deposits on behalf of the Investors and
the Company until Completion or termination of the Investment
Agreements.
The aggregate consideration for the Subscription of HK$100
million less the amount of the Deposits and interest accrued
thereon will be payable by China Merit, Green Dynamics and
Precious Gold in the proportion as described above in cash on
Completion. The Deposits will be deposited in a simple interest
bearing deposit account with The Hongkong and Shanghai Banking
Corporation Limited.
Conditions of the Investment Agreements
Completion of the Investment Agreements is subject to and
conditional upon the fulfillment of the following conditions:
Conditions Precedent
(i) the approval by (a) the Independent Shareholders at the
EGM of, amongst other things, the Restructuring Proposal and the
entry into and performance by the Company of the Restructuring
Agreements and the transactions contemplated thereunder, the
issue of the Subscription Shares and the granting of the
Whitewash Waiver to the Investors and (b) the Shareholders at
the EGM of the Capital Increase;
(ii) the granting of the Whitewash Waiver by the Executive;
(iii) the Listing Committee of the Stock Exchange granting
approval for the listing of, and permission to deal in, the
Subscription Shares;
(iv) the Compromise Agreements having been duly executed by
the Company and the Bank Group and such other party named
therein and the same has not been terminated;
Save as the Compromise Agreements have been duly executed on 20
July 2001, none of the above conditions has been fulfilled. If
any of the above conditions (i) to (iv) (Conditions Precedent)
has not been fulfilled, satisfied or complied with or waived
(except condition (ii) which cannot be waived) on or before 30
September 2001 (or such later date as may be agreed in writing
by the Investors and the Company), either the Company or the
Investors may rescind the Investment Agreements and in such
event the Deposits (together with interest accrued thereon)
shall be returned to the Investors on a pro rata basis and no
party hereto shall have any recourse, remedy or claim against
the other party(ies) save and except for any antecedent breach
of warranty or covenant by the other party(ies) under the
Investment Agreements.
Other Conditions
(v) the simultaneous completion of the Debt Restructuring in
accordance with the terms of the Compromise Agreements;
(vi) trading in the existing Shares on the Stock Exchange not
being suspended, except where the Company received written
notification from the Stock Exchange or the SFC that such
suspension will be lifted on terms satisfactory to the Investors
(acting reasonably) and other than temporary suspension for not
more than 10 consecutive trading days for the purpose of
obtaining clearance by the Stock Exchange and/or the SFC of any
announcement or circular relating to any of the Restructuring
Agreements or any of the transactions contemplated therein; and
(vii) no notification being received by any of the Investors
or its advisers on or before the Completion Date from the Stock
Exchange or the SFC to the effect that the listing of the Shares
on the Stock Exchange will or may be withdrawn.
If any of the Conditions Precedent and the conditions (v) to
(vii) above stipulated under the Investment Agreements has not
been fulfilled, satisfied or complied with or waived (except
condition (ii) which cannot be waived) before Completion, the
Investment Agreements shall automatically cease to have any
effect and in such event the Deposits (together with interest
accrued thereon) shall be returned to the Investors on a pro
rata basis and no party hereto shall have any recourse, remedy
or claim against the other party(ies) save and except for any
antecedent breach of warranty or covenant by the other
party(ies) under the Investment Agreements.
Guarantee made by the Guarantors
Each of the Guarantors agrees with and guarantees to the Company
that as and whenever each of their respective Investors is
unconditionally obliged to pay any sum of money (whether it
forms part of the consideration for the Subscription or damages
payable to the Company) under the Investment Agreements, each of
their respective Investors will punctually pay it to the Company
and if each of their respective Investors shall fail to do so,
each of the Guarantors shall on demand in writing by the Company
pay the same to the Company.
Completion Of The Investment Agreements
Completion of the Investment Agreements shall take place on the
fifth business day after the last of the Conditions Precedent
have been fulfilled, performed, satisfied or complied with or
waived (except condition (ii) which cannot be waived) by the
Investors or such other date as the Investors and the Company
may agree upon in writing.
Partial Completion under the Investment Agreements is possible,
that is to say, China Merit Subscription may be completed alone,
but neither Green Dynamics Subscription nor Precious Gold
Subscription nor the two of them together may be completed
without completing China Merit Subscription at the same time.
If on or before Completion, (i) there is any breach of the
Company's warranties or covenants under the Investment
Agreements, the Investors may terminate all their obligations
under the Investment Agreements and in such event, the Deposits
(together with interest accrued thereon) shall be returned to
the Investors on the basis of their respective payments of the
Deposits; (ii) there is any breach of China Merit's warranties
or covenants under the Investment Agreements, the Company may
terminate all its obligations under the Investment Agreements
and in such event, the Deposits (together with interest accrued
thereon) shall be forfeited to the Company without prejudice to
any of the Company's right to claim against China Merit for
damages; (iii) there is any breach of Green Dynamics' warranties
or covenants under the Investment Agreements, the Company may
terminate all its obligations applicable to or towards Green
Dynamics under the Investment Agreements and in such event, the
deposit paid by Green Dynamics (together with interest accrued
thereon) shall be forfeited to the Company without prejudice to
any of the Company's right to claim against Green Dynamics for
damages; and (iv) there is any breach of Precious Gold's
warranties or covenants under the Investment Agreements, the
Company may terminate all its obligations applicable to or
towards Precious Gold under the Investment Agreements and in
such event, the deposit paid by Precious Gold (together with
interest accrued thereon) shall be forfeited to the Company
without prejudice to any of the Company's right to claim against
Precious Gold for damages.
Compromise Agreement
Date: 20 July 2001
Parties
Company: Fu Hui Holdings Limited
Subsidiaries A: Fu Hui Jewellery & Goldsmith Company Limited;
Jumbo Hall International Limited; Fu Hui Investments Limited;
and Polygain (HK) Investment Limited
Agent Bank: The Hongkong and Shanghai Banking Corporation
Limited
Bank Group: a total of six banks or financial institutions,
namely Yien Yieh Bank, Sin Hua Bank Limited, Bank of China,
Singapore Branch, The Hongkong and Shanghai Bank Corporation
Limited, The Hongkong Chinese Bank Limited and Jiang Nan
Holdings Limited, representing all of the financial creditors of
the Group to whom the Group owes the Bank's Unsecured Loans and
the Bank's Secured Loans
Settlement of the Bank's Unsecured Loans
Pursuant to the Compromise Agreement, the Bank's Unsecured Loans
were HK$87,774,962.94 as at the Accounts Date. On Completion and
upon payment in full of HK$51 million to the Bank Group on a pro
rata basis (based on their respective loan position as at the
Accounts Date) in full and final settlement of the Bank's
Unsecured Loans together with any interest accrued thereon up to
Completion, all obligation and liabilities of the Group
Companies and the relevant guarantor(s) in respect of each of
the Bank's Unsecured Loans as at Completion shall immediately be
absolutely discharged and released or waived as the case may be.
Pursuant to the Compromise Agreement, each member of the Bank
Group agreed not to (i) demand any repayment of the Bank Loans;
(ii) commence or continue with any legal proceedings against any
company of the Group; (iii) take any steps to obtain or realize
the security interest; and (iv) assign or transfer the benefit
of any Bank Loans or any security interest for the Bank Loan.
Early payment of the Bank's Secured Loans
If, prior to Completion, any part of the Secured Property is
contracted to be disposed of and completion of the disposal
occurs before Completion, the amount of proceeds in excess of
the Bank's Secured Loans shall be applied to reduce the Bank's
Unsecured Loans on a pro rata basis. If the sale of the Secured
Property fails to complete before Completion, any deposit
received by Yien Yieh Bank before Completion shall be applied to
reduce the Bank's Unsecured Loans on a pro rata basis. Pursuant
to the Supplemental Compromise Agreement, Yien Yieh Bank shall
not take any steps to obtain or realize the Secured Property
from any of the Group Companies or any other person.
Conditions of the Compromise Agreement
Completion of the Compromise Agreement is conditional on
satisfaction of the following conditions:
(i) China Merit alone or together with any one or both of
Green Dynamics and Precious Gold completing the Subscription in
accordance with any other obligations under the Investment
Agreements;
(ii) the Company having paid all agency and legal fees due
and, in addition, delivering a banker's draft for HK$20,000 to
the Agent Bank;
(iii) the Company giving the Agent Bank not less than two
banking days notice (or such lesser period as the Agent Bank may
agree) of Completion;
(iv) there being no breach of the Compromise Agreement by any
party which has not been waived in accordance with the
Compromise Agreement;
(v) the warranties on the part of the Group Companies set out
in the Compromise Agreement being true and correct in all
material particulars and the undertakings on the part of the
Company set out therein being satisfied at Completion; and
(vi) no notice having been served by the Agent Bank to
terminate the Compromise Agreement.
Subject to satisfaction of the above conditions on or before 14
September 2001 (or such later date as may be agreed by parties
to the Compromise Agreement), completion of the Compromise
Agreement will be effected on the Completion Date. In the event
that the conditions are not satisfied on or before 14 September
2001 (or such later date as may be agreed by parties to the
Compromise Agreement), the Compromise Agreement will be of no
effect.
Under the Compromise Agreement, if the Company forfeits the
Deposits or any part thereof, the Company shall advise the Agent
Bank about such forfeiture and immediately pay to the Agent Bank
the relevant Deposits upon its receipt of the same, to be
applied by the Agent Bank, up to HK$2 million on a pro-rata
basis towards repayment of the Bank Loans and the balance (if
any) to be applied: (i) firstly in payment of the agency fees
and the Agent Bank's legal expenses under the Compromise
Agreement; (ii) secondly, in payment of the legal and
professional fees of the Company in respect of the negotiation
and preparation of the Compromise Agreement; and (iii) the
balance to be applied by the Agent Bank on a pro-rata basis
towards repayment of the Bank Loans.
Supplemental Compromise Agreement
Date: 20 July 2001
Parties
Company: Fu Hui Holdings Limited
Subsidiaries B: Fu Hui Jewellery & Goldsmith Company Limited and
Jumbo Hall International Limited
Yien Yieh Bank: The Yien Yieh Commercial Bank Limited
Settlement of the Bank's Secured Loans
Pursuant to the Compromise Agreement, the outstanding
indebtedness due from the Group or any members of the Group to
Yien Yieh Bank as at the Accounts Date was HK$37,789,699.85, of
which HK$7,700,000, which is equivalent to the amount of the
valuation of the Secured Property as at 3rd July, 2001, was
taken as the Bank's Secured Loans and the balance of
HK$30,089,699.85 was taken as part of the Bank's Unsecured
Loans.
Pursuant to the Supplemental Compromise Agreement, the Company
shall pay to Yien Yieh Bank, HK$7,700,000 immediately after
Completion and upon receipt thereof, Yien Yieh Bank shall
(i) accept the same in full and final settlement of all
obligations and liabilities of the Company and each of the
Subsidiaries B as well as the relevant guarantor(s) in respect
of the Bank's Secured Loans and the interest accrued thereon
upto and including the Completion Date; and
(ii) absolutely release and discharge the mortgage on the
Secured Property in such form and substance satisfactory to the
Company in all respects.
Completion Of The Compromise Agreements
Completion of the Compromise Agreements shall take place
simultaneously with completion of the Investment Agreements on
the Completion Date, which is expected to be the fifth business
day after the last of the Conditions Precedent stipulated under
the Investment Agreements have been fulfilled or waived (except
condition (ii) which cannot be waived) or such other date as the
Investors and the Company may agree upon in writing.
Use Of Proceeds From The Subscription
It is intended that the net proceeds from the Subscription of
approximately HK$97.2 million will be applied (i) as to HK$51
million for cash settlement of the Bank's Unsecured Loans; (ii)
as to HK$7.7 million for cash settlement of the Bank's Secured
Loans; and (iii) as to HK$38.5 million as working capital of the
Group. As all the existing Directors may have to resign upon
Completion, the Directors at present do not have any concrete
plan to deploy such new working capital. Details of the future
plan of the Company are set out under section headed "Intention
of China Merit regarding the Group".
Listing And Dealings
The Subscription Shares shall be issued and credited as fully
paid and free from all encumbrances and shall rank pari passu in
all respects with the other Shares in issue on the Completion
Date, including as to the right to all dividends and other
distributions declared, made or paid at any time after the
Completion Date.
Application will be made to the Stock Exchange for the listing
of, and permission to deal in, the Subscription Shares.
Effects Of The Restructuring Proposal
Shareholding Structure
As at the date hereof, there are a total of 730,800,000 Shares
in issue. The share option scheme which was adopted by the
Company on 13th September, 1990 has expired on 12 September 2000
and the Company has no outstanding options, warrants or
securities in issue which are convertible into Shares.
Net Assets Position
Based on the annual report of the Company for the year ended
31st December, 2000, the audited consolidated net deficits of
the Group were approximately HK$106,008,000 as at 31st December,
2000, representing net deficit of approximately HK$0.145 per
Share (on the basis of 730,800,000 Shares in issue as at the
date of this announcement).
The Directors believe that the cash injection by the Investors
under the Subscription, coupled with the release and discharge
of all outstanding indebtedness owed by the Group to the Bank
Group under the Compromise Agreements, will help to restore the
Group's net assets to a positive position upon Completion.
Further financial information such as financial effects and pro
forma statement of net tangible asset will be set out in the
circular to be dispatched to the Shareholders.
Based on the consolidated balance sheet of the Group as at 31
December 2000, the Group has other loans of approximately HK$24
million as at 31 December 2000. As further set out in note 22 of
the annual report, such loans represent amount repayable to
securities brokers by Famous, a wholly-owned subsidiary of the
Company. As mentioned in the announcements of the Company dated
16th June, 1999 and 16th August, 1999, a winding-up petition was
issued by a bank against Famous and Famous has been ordered to
be wound up by the High Court of Hong Kong and a provisional
liquidator has been appointed in this regard. It was also
mentioned that none of the Company, its subsidiaries and its
substantial shareholders has provided any guarantee for the
relevant loan.
However, the auditors of the Company have taken the view that
such other loans owed by Famous have to be accounted for until
the winding-up process of Famous has been completed.
Accordingly, the Directors expect that the Company will not be
required to bear the liabilities of Famous of approximately
HK$24 million as soon as the winding-up process of Famous is
completed and the liability carried in the consolidated balance
sheet as other loans will be removed by then.
As at the date of this announcement, the Group has not been
notified of the anticipated completion date of dissolution of
Famous. Save for (i) the outstanding litigations against Famous;
and (ii) the threatening litigation cases and contingent
liabilities and commitments against the Company and the
subsidiaries by some members of the Bank Group as disclosed in
the Investment Agreement, there is no other litigation against
the Company as at the date of the Investment Agreement.
Based on the consolidated balance sheet of the Group as at 31
December 2000, trade and other payables amounted to
approximately HK$15 million. Based on the internal record of the
Company, around HK$13 million of such payables was attributable
to interests accrued on the outstanding bank loans as at 31
December 2000 which was agreed to be waived pursuant to the
Compromise Agreements. Accordingly, trade creditors and payables
(after deducting the said HK$13 million) amounted to
approximately HK$2 million as at 31 December 2000.
Working Capital Position
Upon Completion in full, a total of approximately HK$100 million
new equity capital in the form of cash will be injected into the
Company by the Investors, of which approximately HK$38.5 million
(after expenses) is intended to be used as working capital of
the Group.
Background To, And Reasons For, The Restructuring Proposal
The Group is principally engaged in the sale and marketing of
gold jewelry products.
As set out in the annual report of the Company for the year
ended 31 December 2000, the Directors had been in the process of
negotiations with the Bank Group in restructuring the total
outstanding borrowing. As mentioned in the press announcement of
the Company dated 4th June, 2001, the Company had been in
negotiation with potential investors and the Bank Group for the
placement of new Shares and, subject to certain conditions
imposed by the Bank Group and documentation, the Bank Group had
expressed in principle in favor of one of the proposals from the
potential investors. After further negotiations with the
Investors and the Bank Group, the Company, the Investors and the
Bank Group reached an agreement to the arrangements stipulated
under the Investment Agreements and the Compromise Agreements.
Based on the annual report of the Company for the year ended
31st December, 2000, net current liabilities and net deficits of
the Group were approximately HK$112.0 million and HK$106.0
million respectively as at 31st December, 2000. Due to the
liquidity problem of the Company, the Company has been
maintaining a minimum scale of operation. Inventories and trade
receivables amounted to approximately HK$1.2 million and HK$0.4
million respectively as at 31st December, 2000.
The Restructuring Proposal is considered by the Directors as an
appropriate rescue plan to the Company in solving the Group's
liquidity problem. The Directors consider that, in the absence
of the Restructuring Proposal, the Group will remain in
financial difficulties and will continue to suffer from going-
concern problem.
In view of the current financial position and level of operation
of the Group, the Stock Exchange has expressed concern that the
Company may fail to comply with paragraph 38 of the Listing
Agreement and the Company may be requested to suspend the
trading of the Shares on the Stock Exchange. Under paragraph 38
of the Listing Agreement, an issuer is required to carry out,
directly or indirectly, a sufficient level of operations or have
tangible assets of sufficient value and/or intangible assets for
which a sufficient potential value can be demonstrated to the
Stock Exchange to warrant the continued listing of the issuer's
securities.
In the event that the Subscription could be completed in full,
the Company will have working capital of approximately HK$38.5
million upon Completion. In the event that the China Merit
Subscription and any of the Green Dynamics Subscription and
Precious Gold Subscription could be completed, the Company will
have working capital of approximately HK$23.5 million upon
Completion. Based on the intention of China Merit regarding the
Group as set out in this announcement, the Directors are of the
view that the Company will be in a position to comply with
paragraph 38 of the Listing Agreement upon Completion.
In the event that the Green Dynamics Subscription and the
Precious Gold Subscription could not be completed, the Company
will have working capital of approximately HK$8.5 million. It is
Mr. Wong's intention that the Company will raise further funds
or arrange financing, subject to the then market condition, so
as to comply with paragraph 38 of the Listing Agreement.
In the event that the Whitewash Waiver is not granted by the
Executive, the Investment Agreements will lapse. Further
announcement will be made by the Company on any material
development of the Restructuring Proposal.
Information On The Investors
China Merit
China Merit is a private investment holding company incorporated
in the British Virgin Islands with limited liability and was
acquired by Mr. Wong specifically for the purpose of entering
into the Investment Agreements and holding the Subscription
Shares under the China Merit Subscription. Since its
incorporation on 28th February, 2001, China Merit has not
carried on any business other than the entering into of certain
agreements relating to the Restructuring Proposal. As at the
date of this announcement, apart from certain cash equivalent
assets which are designated for the financing of its commitments
in relation to the Restructuring Proposal, China Merit does not
have any other material assets.
Mr. Wong is the sole director and sole beneficial shareholder of
China Merit.
Mr. Wong has over 16 years' experience in trading business and
financial industry and has held directorship with various
private companies. Mr. Wong has extensive experience and
investments in a wide range of businesses in the PRC, including,
inter alia, mineral trading, securities investment, information
technology and software development, property development,
online and conventional educational services, manufacturing of
automobile accessories and pharmaceutical products.
In May 2000, Mr. Wong has completed a transaction with Hing Kong
Holdings Limited, a company listed on the Stock Exchange, to
dispose of his majority interests in a company engaging in
development and production of software and internet products in
the PRC. His investments in property development and
pharmaceutical products were primarily made in Shanxi Province
of the PRC.
Notwithstanding the financial difficulties of the Group, Mr.
Wong is interested in the long term potential of the trading
business of the Group. Given his substantial experience and
extensive connections in the financial and trading industry, Mr.
Wong is confident that his participation in the Company will
strengthen the financial management of the Group and will help
the Group to resolve its financial problems.
As at the date of this announcement, Mr. Wong personally holds
10,750,000 Shares, representing approximately 1.47 percent of
the existing issued share capital of the Company. Save for the
above shareholding in the Company, Mr. Wong and parties acting
in concert with him do not hold any Shares as at the date of
this announcement.
Mr. Wong has confirmed that none of Mr. Wong and parties acting
in concert with him has dealt in the Shares during the six
months prior to the date of the Investment Agreement.
Green Dynamics
Green Dynamics is a private investment holding company
incorporated in the British Virgin Islands with limited
liability and was acquired by Mr. Luk specifically for the
purpose of entering into the Investment Agreements and holding
his investment in the Company. Since its incorporation on 18th
June, 2001, Green Dynamics has not carried on any business other
than the entering into of certain agreements relating to the
Restructuring Proposal. As at the date of this announcement,
apart from certain cash equivalent assets which are designated
for the financing of its commitments in relation to the
Restructuring Proposal, Green Dynamics does not have any other
material assets.
Mr. Luk is the sole director and sole beneficial shareholder of
Green Dynamics. He was an executive director of Sound
International Limited (formerly known as Kosonic International
Holdings Limited), a company listed on the Stock Exchange, which
was principally engaged in the sale and manufacturing of
electronic products from December 1995 to January 2000. Mr. Luk
has over 10 years' experience in the trading of electronic
products, chemical products and pharmaceutical products.
As at the date of this announcement, none of Green Dynamics and
parties acting in concert with it holds any Shares. Mr. Luk has
confirmed that none of Green Dynamics and parties acting in
concert with it has dealt in the Shares during the six months
prior to the date of the Investment Agreement.
Precious Gold
Precious Gold is a private investment holding company
incorporated in the British Virgin Islands with limited
liability and was acquired by Ms. Mo specifically for the
purpose of entering into the Investment Agreements and holding
her investment in the Company. Since its incorporation on 2nd
July, 1999, Precious Gold has not carried on any business other
than the entering into of certain agreements relating to the
Restructuring Proposal. As at the date of this announcement,
apart from certain cash equivalent assets which are designated
for the financing of its commitments in relation to the
Restructuring Proposal, Precious Gold does not have any other
material assets.
Ms. Mo is the sole director and sole beneficial shareholder of
Precious Gold. Ms. Mo has over 10 years' experience in trading
business of building hardware and construction material. She
also has investments in beauty salon and listed securities in
Hong Kong.
As at the date of this announcement, none of Precious Gold and
parties acting in concert with it holds any Shares. Ms. Mo has
confirmed that none of Precious Gold and parties acting in
concert with it has dealt in the Shares during the six months
prior to the date of the Investment Agreement.
Intention Of China Merit Regarding The Group
Business of the Group
Mr. Wong is positive about the long term market potential and
economic growth of the PRC, in particular, after the accession
of the PRC to the World Trade Organization and is therefore
interested in the potential of the trading business of the
Group.
Mr. Wong believes that the business of the Group is commercially
viable given sufficient working capital, prudent financial
management and stringent credit control. Accordingly, it is the
intention of Mr. Wong to maintain the existing operations of the
Group upon Completion.
In view of the financial difficulties of the Group, Mr. Wong and
the new Directors to be appointed upon Completion will conduct a
detailed review of the financial position and operations of the
Group upon Completion. Pending the outcome of such review, Mr.
Wong and the new Board will formulate management strategies and
a business plan to restore the profitability of the Group.
Mr. Wong and the new Board will also decide whether any asset
disposals, asset acquisitions, business rationalizations and/or
business diversifications will be appropriate in order to
enhance the long term growth potential of the Group. Save as
disclosed above, the Investors and the Guarantors do not have
any specific plan to inject any assets into the Group. To better
reflect the business focus of the Group after Completion, a
proposal will be put to the Shareholders in due course to change
the name of the Company.
Management of the Group
The Company shall (i) appoint persons nominated by China Merit
to be the new Directors and (ii) procure the resignation of such
Directors and directors of the other members of the Group and
such company secretary of the Group as requested by China Merit
with effect from Completion.
It is proposed that Mr. Wong will be appointed as the chairman
of the Company and will be responsible for the strategic
planning and corporate development of the Company. Mr. Luk and
Ms. Mo will not be nominated by Green Dynamics and Precious Gold
as new Directors.
It is also intended that other new Directors will be appointed
in order to strengthen the management team of the Group. Save as
disclosed above, it is intended that there will be no material
change in the existing management and employees of the Group by
reason of the Subscription only. Brief details of the curriculum
vitae of Mr. Wong are set out in the section headed "Information
on the Investors". Details of the new Directors will be set out
in the circular of the Company to be dispatched to the
Shareholders.
Listing status of the Company
It is the intention of China Merit to maintain the listing
status of the Shares on the Stock Exchange upon Completion.
The Stock Exchange has stated that it will closely monitor
trading in the Shares upon Completion. If the Stock Exchange
believes that a false market exists or may exist in the Shares
or there are insufficient Shares in public hands to maintain an
orderly market, then it will consider exercising its discretion
to suspend trading in the Shares.
The Stock Exchange has also stated that any future injections
into or disposals by the Group will be subject to Listing Rules.
Pursuant to the Listing Rules, the Stock Exchange has the
discretion to require the Company to issue a circular to
Shareholders where any acquisition or disposal irrespective of
the size and in particular where such acquisition or disposal
represents a departure from the principal activities of the
Group. The Stock Exchange also has the power, pursuant to the
Listing Rules, to aggregate a series of acquisitions or
disposals by the Group and any such acquisitions or disposals
may, in any event, result in the Company being treated as a new
applicant for listing and subject to the requirements for new
applications as set out in the Listing Rules.
Whitewash Waiver
Upon Completion, the Investors and parties acting in concert
with any of them will hold approximately 58.4 percent of the
then voting rights of the Company. In the absence of the
Whitewash Waiver, the Investors will be required under Rule 26
of the Code to make a general offer for all the issued Shares
not held by the Investors and parties acting in concert with
each of them. The Investors will, however, make an application
pursuant to Note 1 of the Notes on Dispensations from Rule 26 of
the Code to the Executive for the Whitewash Waiver, which, if
granted, will be subject to the approval by the Independent
Shareholders by way of a poll at the EGM.
Independent Shareholders should note that the granting of the
Whitewash Waiver by the Executive is a condition of the
Investment Agreements. In the event that the Whitewash Waiver is
not granted by the Executive, the Investment Agreements will
lapse and no obligation for a general offer under the Code will
be triggered.
Independent Shareholders should also note that upon Completion,
the Investors and parties acting in concert with them will hold
more than 55 percent of the Shares then in issue. Accordingly,
so long as the minimum 25 percent public float requirement of
the Listing Rules is observed, the Investors and parties acting
in concert with them may purchase additional new Shares without
triggering any further obligation for a general offer under the
Code.
Increased In Authorized Share Capital Of The Company
The existing authorized share capital of the Company is HK$100
million divided into 1,000 million Shares, of which 730,800,000
Shares have been issued and are fully paid or credited as fully
paid. The Company will increase its authorized share capital of
the Company from the existing of HK$100 million to HK$500
million divided into 5,000 million Shares by the creation of
additional 4,000 million Shares of HK$0.10 each.
General
The Investment Agreements, coupled with other transactions
contemplated under the Restructuring Proposal, including the
Compromise Agreements and the Whitewash Waiver are subject to
approval by the Independent Shareholders' approval and the
Capital Increase is subject to approval by the Shareholders.
An independent board committee of the Company will be
constituted to consider and advise on the terms of the
Restructuring Agreements and the Whitewash Waiver. An
independent financial adviser will be appointed to advise the
independent board committee of the Company in this regard. A
circular containing further details of the Restructuring
Proposal, the respective letters of advice from the independent
board committee and the independent financial adviser of the
Company, and a notice of the EGM will be dispatched to the
Shareholders as soon as practicable.
At the request of the Company, trading in the securities of the
Company was suspended with effect from 10:00 a.m. on Monday,
23rd July, 2001 pending the publication of this announcement.
Application has been made to the Stock Exchange for resumption
of trading in the securities of the Company with effect from
10:00 a.m. on Wednesday, 1st August, 2001.
Warning
Shareholders should note that the Restructuring Proposal (of
which the Investment Agreements and the Compromise Agreements
form part) is conditional on a number of conditions precedent.
As at the date of this announcement, the Company has not
received any approval from the Stock Exchange in respect of the
listing of the Subscription Shares and the Investors have not
obtained the Whitewash Waiver from the SFC. In the event that
the Whitewash Waiver is not granted by the Executive, the
Investment Agreements will lapse. The release of this
announcement does not in any way imply that the Restructuring
Proposal will necessarily be implemented and completed.
Shareholders should also note that if the Restructuring Proposal
cannot materialize, the Stock Exchange may consider that the
Company fails to comply with paragraph 38 of the Listing
Agreement and the Company may be requested to suspend the
trading of the Shares on the Stock Exchange.
Under paragraph 38 of the Listing Agreement, an issuer is
required to carry out, directly or indirectly, a sufficient
level of operations or have tangible assets of sufficient value
and/or intangible assets for which a sufficient potential value
can be demonstrated to the Stock Exchange to warrant the
continued listing of the issuer's securities. In the event that
the Green Dynamics Subscription and the Precious Gold
Subscription could not be completed, it is Mr. Wong's intention
that the Company will raise further funds or arrange financing,
subject to the then market condition, so as to comply with
paragraph 38 of the Listing Agreement.
Further announcement will be made by the Company on any material
development of the Restructuring Proposal.
Shareholders and potential investors are advised to exercise
extreme caution when dealing in the Shares.
HYCOMM WIRELESS: Cites No Reason For Increased Trading Volume
-------------------------------------------------------------
Hycomm Wireless Limitied has noted the recent increase in
trading volume of the shares of the Company and stated that the
Company's not aware of any reasons for such increase.
The Company said in a statement, "We confirm that, there are no
negotiations or agreements relating to intended acquisitions or
realizations which are discloseable under paragraph 3 of the
Listing Agreement, neither is the Board aware of any matter
discloseable under the general obligation imposed by paragraph 2
of the Listing Agreement, which is or may be of a price-
sensitive nature."
HyComm Wireless Limited (formerly Plotio Holdings Limited) (the
Company) posted for the year ended 31 March 2001 a net loss of
HK$327.182 million, up from the preceding year's loss of
HK$230.846 million.
The Group has bank and cash balance of approximately HK$32
million as at 31 March 2001. The Group's bank loans outstanding
at 31 March 2001 amounted to HK$262 million, representing a
decrease of HK$64 million as compared with the amounts
outstanding at 31 March 2000.
KEEN STATE: Wind Up Sought By NCB
---------------------------------
The National Commercial Bank Limited, whose principal place of
business is located at Nos. 1-3 Wyndham Street, Central, Hong
Kong is seeking the winding up Keen State Property Limited. The
winding up petition was filed on June 1, 2001, and will be heard
before the High Court of Hong Kong on August 8, 2001.
KIN DON: Shares Trading Suspended
---------------------------------
At the request of Kin Don Holdings Limited (the Company),
trading in its shares were suspended effective 10:00 a.m. 1
August 2001 pending an announcement in relation to (i) a debt
compromise agreement between the Company and its major creditors
and (ii) a subscription agreement between the Company and its
substantial shareholder, Marble King International Limited and
(iii) proposed rights issue of shares.
SURE SUCCESS: Winding Up Petition Hearing Set
---------------------------------------------
The winding up petition against Sure Success Company Limited is
set to be heard before the High Court of Hong Kong on August 8,
2001 at 9:30 am. The petition was filed with the Court on June
1, 2001 by The National Commercial Bank Limited whose principal
place of business is situate at Nos. 1-3 Wyndham Street,
Central, Hong Kong.
WAH TAK FUNG: Cites No Reasons For Share Price Increase
-------------------------------------------------------
Wah Tak Fung Holdings Limited has noted the recent increases in
the price of shares of the Company and wished to state that it
is not aware of any reasons for such increases.
Save for the matters as disclosed in the Announcement published
on 23 July 2001 regarding the major and connected transaction,
the Directors of the Company confirm that there are no other
negotiations or agreements relating to intended acquisitions or
realizations which are discloseable under paragraph 3 of the
Listing Agreement, neither is the Board aware of any matter
discloseable under the general obligation imposed by paragraph 2
of the Listing Agreement, which is or may be of a price-
sensitive nature.
On July 30, TCR-AP reported that Wah Tak Fung Holdings Limited
suffered in the year ended 31 March 2001 a net loss of HK$323.32
million, a reversal from the preceding year's net profit of
HK$29.274 million.
Turnover was pegged at HK$130.936 million, down from the
previous year's HK$776.69 million, thus resulting in an
operating loss of HK$154.456 million.
The Company also defaulted on certain bank loans and credit
facility agreements entered into by the Group. As a result, the
relevant bank borrowings have become repayable on demand and
have been reclassified as current liabilities. Accordingly, the
Group is currently dependent upon the continued support of its
bankers.
Against this background the directors are taking active steps to
refinance the Group. The directors are currently in discussion
with the Group's bankers for the rescheduling of the Group's
borrowings. At the same time, the directors are seeking external
equity funds.
Provided that the Group's bankers continue to support the Group
until such time as rescheduling arrangements can be agreed and
put in place, the directors are satisfied that the Group will be
able to meet in full its financial obligations as they fall due
for the foreseeable future.
WAYFAIR ENTERPRISES: Winding Up Sought By KBC
---------------------------------------------
Kincheng Banking Corporation of Nos. 55 Des Voeux Road Central,
Hong Kong is seeking the winding up of Wayfair Enterprises
Limited. The petition, which was filed on July 16, 2001, will be
heard before the High Court of Hong Kong on October 10, 2001 at
9:30 am.
=================
I N D O N E S I A
=================
BANK CENTRAL: Bapepam Probes 20 Brokerage Firms
-----------------------------------------------
The capital market supervisory body (Bapepam) is investigating
20 brokerage firms that are suspected to be involved in the
manipulation of the share price of PT Bank Central Asia Tbk
(BCA), IndoExchange reported late last week.
The probe was made on suspicion that price fixing of the BCA
shares occured during the bank's second offering conducted early
June, the report said, citing Bapepam Chairman Herwidayatmo.
Last Friday, Bapepam said after the investigation, a review of
the data gathered would take place, and be presented during
Bapepam's head meeting.
BANK NEGARA: S&P Upgrades Outlook To Stable From Negative
---------------------------------------------------------
Standard & Poor's has revised the outlook on the foreign
currency and local currency counterpart credit ratings of PT
Bank Negara Indonesia to stable from negative.
According to S&P, the outlook revisions made on Bank Negara
followed the outlook revision on the Republic of Indonesia from
negative to stable.
Thus, the international ratings agency confirmed Bank Negara's
`B-' long-term domestic currency and foreign currency
counterparty credit ratings and the bank's senior unsecured debt
ratings, including its `C' short-term domestic currency and
foreign currency counterparty credit ratings.
=========
J A P A N
=========
DAIWA BANK: Agrees To Creation Of Holding Firm Next Year
--------------------------------------------------------
Daiwa Bank has agreed with Kinki Osaka Bank and Nara Bank to the
creation of a holding company. The company should be formed by
end of March next year, Kyodo News reports.
The agreement is aimed at the integration of the three bank's
management. The new holding company is hoped to become the
largest financial group in the Kansai region centering on Osaka,
the report says, citing bank sources.
Announcement of the joint-company integration plan was scheduled
for late yesterday.
MITSUBISHI MOTORS: Plans To Shut Down Australian Operation
----------------------------------------------------------
Mitsubishi Motors Corporation is planning to shut down its car
production in Australia, as part of the company's restructuring
program, Kyodo News reported yesterday.
However, Australian Prime Minister John Howard, during his two-
day visit to Tokyo, which began yesterday, was prepared to
attempt to convince the company to continue its Adelaide
manufacturing operation, the report said.
=========
K O R E A
=========
DAEHAN FIRE: KDIC Expects Sale To Be Completed By Sept
------------------------------------------------------
State-run Korea Deposit Insurance Corporation (KDIC) has picked
its preferred negotiating partners for the sale of insolvent
Daehan Fire & Marine Insurance, Asia Pulse reported Tuesday.
KDIC expects the sale of the bankrupt non-life insurer will be
completed by the end of next month, the report said.
The preferred partner in the negotiations is Daehan Cement.
HYNIX SEMICON: Creditors Draw Up Rescue Plans
---------------------------------------------
Creditors of Hynix Semiconductor Inc. have started drawing up
rescue plans to help the ailing chipmaker ease its debt
problems, which have been aggravated by the sluggish demand for
dynamic random access memory (DRAM), The Korea Herald reported
Monday.
The creditors met with Hynix financial advisor Salomon Smith
Barney (SSB) to draft a contingency plan for the company.
A restructuring plan is currently being considered, which will
call for fund raising exercises through the sale of assets worth
$1 trillion.
HYUNDAI ENGINEERING: Separation From Parent Group Takes Effect
--------------------------------------------------------------
The formal separation of Hyundai Engineering & Construction
Company (HDEC) from the Hyundai Group officially took effect
yesterday, as approved by the Fair Trade Commission (FTC), The
Korea Herald reports.
According to the report, the ailing builder was virtually spun
off from its parent group June 30, after the company's local
creditors approved a debt-for-equity swap as part of the bailout
package given to the company.
Following the debt swap and the agreed capital reductions made
by the company's largest shareholders, the company's debt ration
has gone down to 300 percent, the report says.
In an interview with Herald, creditor-appointed CEO Shim Hyon-
young said, "HDEC aims to cut another 600 workers by the year's
end, aiming to raise the per-employee productivity to 1.5
billion won ($1.15 million), one of the highest levels in the
construction industry.
"In addition, the focus of the management will shift to
profitability, in a bid to distance itself from the excessive
debts and blind turnover growth leading to the bankruptcy crisis
of the past."
INTERNATIONAL FIRE: KDIC Names Preferred Negotiator
---------------------------------------------------
The Korea Deposit Insurance Corporation (KDIC) has chosen Kun
Hwa Pharmaceutical as its negotiating partner for the sale of
insolvent International Fire & Marine Insurance, Asia Pulse
reported Tuesday.
Completion of the sale of the bankrupt non-life insurer is
expected by the end of September, the report said.
KOOKMIN BANK: Union Workers Oppose Kim's Appointment
----------------------------------------------------
Kookmin Bank's unionized workers are protesting against the
appointment of Housing & Commercial Bank (H&CB) President Kim
Jung-tae as the chief executive officer (CEO) of the Kookmin-
H&CB merged bank, The Korea Herald reports.
Around 20 officials of Kookmin assigned to the merger task force
did not report to work Monday, in support of the union's
protest.
Kim was officially appointed Thursday by the merger's CEO
selection committee. The other contender for the top post was
Kookmin Bank's President Kim Sang-hoon, the report says.
REGENT FIRE: KDIC To Complete Sale By End Sept
----------------------------------------------
The Korea Deposit Insurance Corporation (KDIC) expects to
complete the sale of insolvent non-life insurer Regent Fire by
end of September, after KDIC selected Mirsat as its preferred
negotiator, Asia Pulse reported Tuesday.
Moreover, KDIC expects to sign a memorandum of understanding
with Mirsat and the main contracts for the sale by end of next
month, the report said.
===============
M A L A Y S I A
===============
ACTACORP HOLDINGS: Submits Revised Scheme To Advisers
-----------------------------------------------------
Actacorp Holdings Berhad announced yesterday that it has
received comments from Arthur Andensen & Co., the Financial
Consultant appointed under the direction of CDRC and Perdana
Merchant Bankers Berhad, (the Main Adviser) on the proposed
Corporate and Financial Restructuring Scheme.
A revised Scheme has been submitted to the Bank and Financial
Institution Creditors through the Advisers for their
reconsideration.
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.
The Group is currently in an advanced stage of negotiation of a
restructuring exercise under the purview of the CDRC. The
proposed restructuring exercise is intended to revitalize the
Group's financial position.
ACTACORP HOLDINGS: Winding Up Petition Against Unit Revealed
------------------------------------------------------------
Actacorp Holdings Berhad announced Tuesday that a winding-up
petition against one of its subsidiary Teknik Cekap Sdn Bhd was
advertised in the Malay Mail on July 30, 2001, the details of
which are as follows:
1. Amount claimed: RM1,362,812.00
2. Detail of default: The claim is based on subcontract
agreement entered into between the Kejuruteraan Eletrik Muhibah
Jaya Sdn Bhd (KEMJ) and Teknik Cekap Sdn Bhd, a wholly-owned
subsidiary of the company, the Letter of Award dated April 21,
1997 for supply, delivery, installation, testing, commissioning
and maintenance of Electrical Services at Telecommunication
Operation Centre, Jalan Riong 21, Taman Gembira, Johor.
3. The expected loss : NIL
4, Operational and financial impact on the Group : NIL
5. Step taken: Based on record, the company was served with a
Section 218 Notice on February 17, 1998. Its solicitors
proceeded to file an injunction to restrain KEMJ from filing the
winding-up petition and advertising the same. As far as the
company is concerned, KEMJ's solicitor has given undertaking not
to proceed with the winding-up action based on the company's
application for injunction.
Further announcement will be made on the other details of this
matter after the company's consultation with its solicitor.
LAND & GENERAL: Update on Status of Default in Payment
------------------------------------------------------
Land & General Berhad (L&G) announced Tuesday that there are no
new developments in relation to the various defaults in payment
that were announced previously, except for the following:
A) Default in principal sum and interest in respect to a RM54
million Standby Term Loan Facility and a RM32,442,500 Standby
Ringgit Time Loan Facility.
The lender had, on July 26, 2001 served the Writ Summons
and Statement of Claim claiming payment of the principal sum of
RM40,803,000 plus interest of RM1,591,419.20 as at June 30, 2001
together with continuing interest and penalty interest from July
1, 2001 under the Standby Term Loan Facility and the principal
sum of RM32,442,500 plus interest of RM1,100,734.03 as at June
30, 2001 together with continuing interest and penalty interest
from July 1, 2001 under the Standby Ringgit Time Loan Facility.
B) Default in principal sum in respect of a Syndicated
Revolving Credit Facility by Bandar Sungai Buaya Sdn Bhd (BSB),
a wholly-owned subsidiary of L&G.
One of the lenders had, on July 26, 2001 served on BSB the
Writ Summons and Statement of Claim claiming payment of the
principal sum of RM11,975,000 plus interest of RM152,361.44 as
of June 30, 2001, together with continuing interest and penalty
interest from July 1, 2001 under the Syndicated Revolving Credit
Facility.
The other syndicated lender had, on July 26, 2001 served
on BSB an amended Statement of Claim claiming payment of the
principal sum of RM11,975,000 plus interest of RM3,215.21 as at
June 30, 2001 together with further interest and penalty
interest.
L&G is currently working with its advisors to develop a debt
restructuring proposal for its bank lenders and bondholders. L&G
would advise all affected parties and the Kuala Lumpur Stock
Exchange of the details of the debt restructuring proposal in
due course.
MALAYSIAN RESOURCES: Board OKs Association Articles' Revision
-------------------------------------------------------------
Malaysian Resources Corporation Berhad announced Tuesday that
its board of directors approved the proposed amendments to the
Articles of Association subject to the approval of the
shareholders of the company.
The Proposed Amendments is in compliance with the provisions of
the newListing Requirements of the Kuala Lumpur Stock Exchange
(KLSE) particularly on the provisions of Chapter 7, Securities
Industry (Central Depositories) Act, 1991 and the Rules of the
Malaysian Central Depository Sdn Bhd. The Proposed Amendments
also serve to provide clarity to the provisions of certain
existing Articles.
The Proposed Amendments are conditional upon the approvals of
KLSE and the shareholders of the company at an extraordinary
general meeting to be convened.
Profile
The Group's core activities include multimedia, media, property
development and management, construction and engineering, energy
and international business. The Group also has strategic
investments in financial services.
Under its property development activities, the Group is involved
in the re-development of the Brickfields Railway Yard i.e., the
Kuala Lumpur Sentral project. Other large projects are the
development of the Seri Iskandar Township in Perak covering an
area of over 5,000 acres and the privatization of the Ipoh-Lumut
Expressway.
The Group remains a key player in the power sector and will
develop and operate a new 710MW power plant in Selangor.
The Group has made inroads in the multimedia sector, especially
in application development, and is developing the Human Resource
Management Information System for the Malaysian government, one
of the plans under the Multimedia Super Corridor (MSC)
initiatives. The Group also is the substantial shareholder in
both print and broadcast media through associates The New
Straits Times Press (M) Berhad and Sistem Televisyen Malaysia
Berhad, the operator of TV3.
OMEGA HOLDINGS: Talks with Creditors Ongoing
--------------------------------------------
The board of directors of Omega Holdings Berhad (OHB) announced
yesterday that it still in negotiations with its creditor banks
on the company's proposed debt restructuring scheme.
The company has dispatched a revised Proposed Scheme Paper to
the creditor banks on July 4, 2001 and is awaiting for the
approvals from the creditor banks.
Bakground
OHB was formed for the purpose of restructuring Klang Valley-
based Omega Securities Sdn Bhd (OS) and Pahang-based WK
Securities Sdn Bhd (WK), and subsequently seeking a listing on
the Main Board of KLSE. The restructuring of OS and WK involved
the acquisition by Omega, on March 8, 1991, of 100% in each of
the two companies.
On February 17, 1998 OS was placed under trading restriction due
to irregularities in its financial position. WK followed suit on
April 1, 1998.
Subsequently, on May 4, OS ceased trading activities after it
failed to meet the minimum liquid final requirement under KLSE
Rules. OS's stockbroking license was thereafter revoked by the
SC on June 5, 1998.
Under the management of Special Administrators, the business of
WK Securities Sdn Bhd was officially taken over by KL City
Securities Sdn Bhd on July 8, 2000. WK will cease to be a
stockbroker but will remain dormant.
On March 8, 2000, the company signed a restructuring agreement
with the shareholders of Broadland Garment Industries Sdn Bhd
which included a proposed capital reduction share exchange on
the basis of one new share in NEWCO for every one share in OHB
and the subsequent transfer of listing status of OHB to NEWCO,
rights issue, restricted issue, acquisition by NEWCO of the
entire equity interest in Broadland Garment Industries Sdn Bhd
and debt restructuring.
Meanwhile, the company had opposed the petition by the KLSE to
wind up Omega Securities Sdn Bhd. The hearing date which was
fixed in October 2000 has been deferred to April 17, 2001.
PANGLOBAL BERHAD: Awaits SC Approval On Debt Workout
----------------------------------------------------
PanGlobal Berhad said yesterday that the company is still
awaiting the approval from the Securities Commission of its
proposed composite scheme of debt arrangement. However, the
company has obtained the approval from Bank Negara Malaysia
(BNM) of its proposed composite scheme of debt arrangement,
subject to the following conditions:
a) pursuant to section 69 of the Insurance Act, 1996, one of
the Scheme Creditors will have to dispose of the company's
shares within one year from the date of exercising its right to
convert its holdings of Redeemable Convertible Loan Stocks to
the company's shares, if exercised. The said Scheme Creditor is
also required to make an application to BNM in respect of the
disposal of the company's shares;
b) in view of the merger between PanGlobal Insurance Berhad
(PGI) and Progressive Insurance Berhad, BNM will consider the
disposal of PGI
separately.
PAN MALAYSIA: New ICPS Issue Granted Listing, Quotation
-------------------------------------------------------
Pan Malaysia Holdings Berhad (PMHLDG) advised yesterday that the
company's additional 993,101 new New Irredeemable Convertible
Preference Shares (ICPS) issued at an issue price of RM1.00 per
ICPS issued as settlement pursuant to the scheme of arrangement
will be granted listing and quotation with effect from 9.00
a.m., Monday, August 6, 2001.
Background
The Company (PMH) (earlier known as Pengkalen (UK) Ltd) was
incorporated on 22 August 1907 to mine tin in Perak. In 1982, it
changed its name to Pengkalen Plc (PPLC). Upon the completion of
a scheme of arrangement, PPLC became a wholly-owned subsidiary
of PMH and saw PMH branching into banking, insurance and
investment holding. Subsequently, PPLC shares were delisted from
KLSE and The London Stock Exchange on 25 May 1987 and 28 May
1987 respectively.
PMH further diversified into the food-based industry in March
1988, and into label manufacturing and resort property
development in July of the same year.
In September 1989, PMH ventured into stockbroking with the
acquisition of Kimara Securities (now known as Pan Malaysia
Capital Bhd) and En J Securities (now known as PM Securities).
Between 1992 and 1995, further acquisitions in varying sectors
followed: manufacturing and dealing in pre-mixed concrete,
travel agency business and the rental of sedan cars and
limousines, futures broking and asset management services, and
hotel operations.
In 1998, the Group's subsidiaries, Kimara Equities (now known as
Pan Malaysia Equities) and PM Securities, obtained a restraining
order from the High Court of Malaya under Section 176 (10) of
the Companies Act, 1965 to undertake a corporate restructuring
exercise of their stockbroking businesses. As a result, PMH had,
in April 1999, unveiled a scheme of arrangement involving the
Company and 26 of its Malaysian-incorporated subsidiaries.
The scheme entails debt settlement with specific creditors,
rights issue and rationalization via divestment of certain local
and overseas operations.
The rationalization efforts are part of the Group's plan to
dispose of non-core assets and to focus on financial services
activities, primarily stockbroking. Except for two subsidiaries
in the manufacturing and trading division, the scheme of
arrangement was approved by the Group's respective scheme
creditors in April 1999 and was later completed in December
1999.
Following the scheme's capital injection, trading restrictions
imposed on Pan Malaysia Equities and PM Securities were lifted
by KLSE on 2 February 2000 and 10 February 2000 respectively.
As part of the Group's rationalization exercise, Network Food
International Ltd and Network Foods Ltd were disposed of in
September 1999. Of those subsidiaries whose respective schemes
were not approved, Technitone (M) Sdn Bhd is presently under
receivership since August 1999 and Pengkalen Heights Sdn Bhd has
been wound-up in April 2000. Also, Pengkalen Concrete Sdn Bhd
has in August 2000 entered into an agreement to be disposed of.
In line with the government's directive for a consolidation of
the stockbroking industry, PM Securities was informed in August
2000 of its successful tender to acquire the dealer's licence
and certain fixed assets of MBf Northern Securities (MNS) by
MNS' Special Administrators.
PAN MALAYSIAN: Unit Buys Shares in MUIB
---------------------------------------
Pan Malaysian Industries Berhad announced Tuesday that pursuant
to paragraph 14.08(c) of the Listing Requirements of Kuala
Lumpur Stock Exchange (KLSE), Peak Meadow Sdn Bhd, a wholly-
owned subsidiary of Pan Malaysian Industries Berhad, purchased
the ordinary shares of Malaysian United Industries Berhad (MUIB)
as follows:
1) Date of dealing - July 31, 2001
2) Consideration of dealing - RM107,626.00
3) Number of shares acquired - 200,000 ordinary shares of
RM1.00 each
4) Percentage of issued share capital of MUIB - 0.010%
TIMBERMASTER GROUP: SAs Enter SPA With Foowood
----------------------------------------------
Timbermaster Industries Bhd (TMIB) announced yesterday that as
part of the TMIB Group restructuring exercise, the Special
Administrators, on behalf of TMIB on:
1) July 7, 2001, entered into a Sale and Purchase of Shares
Agreement (SPA) with Foowood International Sdn Bhd for the sale
of 100% issued and paid-up capital of Perkayuan T.M. (M) Sdn Bhd
(Special Administrators Appointed) (PTM). PTM is a wholly-owned
subsidiary of TMIB.
2) July 20, 2001, entered into a Memorandum of Understanding
(MoU) with Whehua Pte Ltd, a company incorporated in Singapore,
to regulate and record the basic understanding of the key areas
of agreements, with respect to the sale and purchase of the 100%
issued and paid-up capital of Timbermaster Timber Complex
(Sabah) Sdn Bhd (Special Administrators Appointed) (TMTC). TMTC
is a wholly-owned subsidiary of TMIB.
The company further announced that its plan to regularize its
financial condition via a workout proposal to be developed by
the SA of TMIB is still in progress.
=====================
P H I L I P P I N E S
=====================
RFM CORP: Board OKs Shares Sale In Cosmos To SMC
------------------------------------------------
RFM Corporation announces that in the meeting of its Board of
Directors on 26 July 2001, the Board approved in principle the
proposed sale of RFM's 83.2 percent shareholdings in Cosmos
Bottling Corporation to San Miguel Corporation and The Coca Cola
Company (TCCEC) and/or their subsidiaries/affiliates.
The RFM Board directed the RFM Management and its financial
advisor ING Barings to proceed with the discussions with
TCCEC/SMC on a Memorandum of Understanding (MOU) regarding the
proposed transaction, and authorized the RFM Management,
specifically its President and CEO Jose A. Concepcion III, to
sign the MOU in behalf of the RFM Corporation.
=================
S I N G A P O R E
=================
ACMA LIMITED: Enters Facility Agreements
----------------------------------------
The Directors of Acma Limited stated the Company, on 30 July
2001, executed:
(i) a term loan facility agreement (the "Term Loan Facility
Agreement") with Overseas Union Bank Limited ("OUB") and Malayan
Banking Berhad ("Maybank") (OUB and Maybank shall be referred to
as the "Lenders") in respect of a five year term loan facility
amounting to $50 million (the "Term Loan");
(ii) a bridging loan facility agreement (the "Bridging Loan
Facility Agreement") with the Lenders for the amount not
exceeding $50 million (the "Bridging Loan");
(the Term Loan and the Bridging Loan shall
collectively, be referred to as the "Loans")
(iii) a debenture (the "First Debenture") in favor of the
Lenders creating a fixed and floating charge over all the assets
and undertakings of the Company, to secure the repayment of the
Loans;
(iv) a debenture (the "Second Debenture") in favor of OUB,
Maybank, Citibank N.A. and United Overseas Bank Limited (the
"Other Banks") to create a fixed and floating charge over all
the assets and undertakings of the Company, to secure the
repayment of certain facilities extended by the Other Banks; and
(v) other documents in relation to the aforementioned
documents.
The term and bridging loans will enable the Company to repay in
full its $100 million Bonds 2001 which mature 1 August 2001. S P
Quek Investments Pte Ltd, a substantial shareholder of the
Company is a holder of $1 million worth of Bonds. Mr S P Quek,
the Chairman and a substantial shareholder of the Company is a
substantial shareholder of S P Quek Investments Pte Ltd.
Save as aforesaid, none of the directors or substantial
shareholders of Acma have any interest in any of the above
transactions.
I-ONE.NET: Proposes Renounceable Rights Issue
---------------------------------------------
The directors of the Company ("Directors") wish to propose a
renounceable rights issue of up to 231,000,000 Rights Shares in
the capital of the Company, at S$0.05 for each Rights Share, on
the basis of one (1) Rights Share for every two (2) existing
Shares (the "Rights Issue") held by the shareholders of the
Company.
The Right Issue is subject to the in-principle approval of the
Singapore Exchange Securities Trading Limited (the "SGX-ST") for
the listing and quotation of the Rights Shares. Overseas Union
Bank Limited ("OUB") has been appointed to manage the Rights
Issue and UOB Kay Hian Limited ("UOB Kay Hian") has been
appointed as the underwriter of the Rights Issue in respect of
173,000,000 of the Rights Shares (the "Underwritten Rights
Shares"). The remaining 58,000,000 Rights Shares are non-
underwritten.
TERMS OF THE RIGHTS ISSUE
The Rights Issue will be offered on a renounceable basis to
Entitled Shareholders (as hereinafter defined), at S$0.05 for
each Rights Share, on the basis of one (1) Rights Share for
every two (2) existing Shares held by the Shareholders with
registered addresses in Singapore, or who have provided an
address in Singapore for the services of notices or documents,
as at the Books Closure Date (the "Entitled Shareholders").
Fractions of a Rights Share will be disregarded and will be
disposed of in such manner as the Directors in their absolute
discretion deem fit for the benefit of the Company. The Rights
Shares, when issued and allotted, will rank pari passu in all
respects with the existing Shares except that they will not rank
for dividends, if any, in respect of the year ended 31 July
2001.
The terms and conditions of the Rights Issue are subject to such
changes as the Directors, after consultation with OUB and UOB
Kay Hian, may deem fit.
MANAGEMENT AND UNDERWRITING
The Rights Issue shall be managed by OUB and the Underwritten
Rights Shares shall be underwritten by UOB Kay Hian pursuant to
the terms and conditions of a Management and Underwriting
Agreement dated 31 July 2001 (the "Management and Underwriting
Agreement").
The obligations of the parties under the Management and
Underwriting Agreement are conditional upon, inter alia, the
receipt and continuing validity of the waiver, approval or
confirmation, in writing, of the Securities Industry Council
that UOB Kay Hian and/or parties procured by UOB Kay Hian to
subscribe for the Underwritten Rights Shares in accordance with
the terms and conditions of the Management and Underwriting
Agreement (the "Placees") and parties acting in concert with
them (if any), will not be required to make a general offer for
the issued share capital of the Company under the Singapore Code
of Takeovers and Mergers as a result of the issue of the
Underwritten Rights Shares to UOB Kay Hian pursuant to its
underwriting commitment under the Management and Underwriting
Agreement or to the Placees (and if such approval shall be
conditional, all conditions thereto being in terms acceptable to
the Company, OUB and/or UOB Kay Hian and if so acceptable,
having been fulfilled or waived by the Securities Industry
Council). In the event that the same is not obtained, OUB
reserves the rights to apply to the SGX-ST to continue to manage
the Rights Issue on a non-underwritten basis.
PURPOSE OF THE RIGHTS ISSUE
The purpose of the Rights Issue is to strengthen the capital
base of the Company by providing additional working capital and
to improve the gearing of the Company by reducing borrowings in
order to support the Company's plans to re-focus on its core
printing business.
DEALING AND QUOTATION
Application will be made to the SGX-ST for permission to deal in
and for the listing of and quotation of the Rights Shares on the
SGX-ST.
SHAREHOLDERS' APPROVAL
The Rights Shares will be issued pursuant to a general mandate
obtained from shareholders at the annual general meeting of the
Company held on 31 January 2001 to, inter alia, allot and issue
Shares not exceeding fifty per cent (50%) of the issued and
paid-up share capital of the Company for the time being.
SEMBCORP LOGISTICS: Enters Alliance With Autron
-----------------------------------------------
Autron Corporation Limited announces that it has signed a
partnership agreement with SembCorp Logistics Limited to provide
supply chain solutions to the Electronics Manufacturing
Industry.
SembLog is Asia Pacific's leading third-party logistics service
provider, specializing in handling fast moving consumer goods,
parts and components, hazardous goods, medical and
pharmaceutical items, and electronics and electrical items.
The partnership with SembLog also involves the consolidation of
Autron's warehousing, inland transport and door-to-door air and
sea freight forwarding. Autron's core business - the exclusive
supply distribution, maintenance and servicing of Printed
Circuit Board Assembly - is heavily logistics reliant. The move
to consolidate will yield a 12 percent reduction in Autron's
logistics costs, which in turn make up 2.5 percent of its
selling costs.
"This partnership also marks SembCorp Logistics' entry into the
Electronics Equipment Production industry which is estimated to
exceed US$500 billion," says Koh Soo Keong, President, SembCorp
Logistics.
"According to Mckinsey, the Supply Chain Management component is
worth an estimated 5 to 8 percent, which computes to US$25
billion to US$40 billion worth of potential revenue to be
tapped," added Koh.
"Consolidation of our logistics is relevant now because of our
recent rapid expansion," said Autron's Group Managing Director
Tan Cheng Leong.
Autron had recently acquired two of its largest competitors in
Taiwan. Last year, it completed a similar acquisition of its
largest Hong-Kong-based competitor, American Tec Co Ltd. With
these acquisitions, the group has completed its Asia Pacific
network, providing a highly comprehensive distribution network
of capital equipment and consumables supporting Asia's
electronics and PCBA industry.
"The most obvious and immediate advantage of such a partnership
is that the previous system of engaging three logistics
companies for the shipment of assembling equipment is now
reduced to one," Tan explained. "This means that our manpower
requirement is optimized and we are now able to provide cost-
effective logistics services to both OEMs and EMS providers."
"SembLog is an ideal logistics partner because they have the
same strengths and business objectives as Autron," said Tan.
"Like us, SembLog sees the great potential of the North Asian
market, and their goal to further strengthen its presence in
this region goes in tandem with Autron's existing network in
China, Taiwan and Hong Kong."
The move, which will yield savings of US$300,000 a year, is part
of a plan that includes the setting up of a web-based inventory
system as well as link-ups with customers' supply chains.
To streamline the inventory for the group, Autron has
implemented a web-based inventory system to keep track of
components, reducing overall inventory holdings and costs.
As part of its SCM strategy, Autron will link up with its
customers' supply chains. The group recently successfully
interfaced with disk drive manufacturer, Seagate Technology.
Autron's subsidiary Niche Tech has linked up with Seagate's
Supplier Enablement Program via the Ariba Commerce Service
Network, enabling Seagate to procure parts from Niche Tech
electronically. Eventually, Autron will integrate its back-end
system with its front-end solutions for more effective marketing
of its consumables to OEMs and EMS.
The company expects productivity and profitability to increase
significantly as it reaps the benefits of economies of scale and
capitalizes on its diverse network of regional distribution
centers when business volume in North Asia picks up.
At the same time, Autron and SembLog will work together to
provide supply chain management solutions. Under the
collaboration agreement signed yesterday, the partners will
study the feasibility of developing services to support the SCM
needs of Autron's customers.
"Also, in our effort to provide innovative solutions for our
customers, SembLog intends to jointly work with Autron to
develop logistics solutions leveraging Automated Identification
Technology (AIT), packaging and other supply chain technology
specifically for the Electronics Equipment Production industry,"
said Koh.
===============
T H A I L A N D
===============
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,
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Copyright 2000. All rights reserved. ISSN: 1520-9482.
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