/raid1/www/Hosts/bankrupt/TCRAP_Public/010807.mbx
T R O U B L E D C O M P A N Y R E P O R T E R
A S I A P A C I F I C
Tuesday, August 7, 2001, Vol. 4, No. 153
Headlines
A U S T R A L I A
AUSTRALIAN PLANTATION: Collapse Signals Carbon Credit Plight
AUSTRALIAN PLANTATION: Unit Issued Three Interim Stop Orders
BULONG OPERATIONS: Completes Solvent Extraction Capital Works
GENERAL GOLD: Changes Registered Office Address
GENERAL GOLD: Issues 12M Shares To D&D Tolhurst
HIH INSURANCE: Case Puts ASIC Under Attack
HIH INSURANCE: Collapse Losses Of A$3B Likely
MTM ENTERTAINMENT: Babcock & Brown Ups Stake To 57.56%
PMP LIMITED: JV Transaction Announcement Forthcoming
C H I N A & H O N G K O N G
ADVANCED CHEMICALS: Winding Up Petition Hearing Set
CHINA EASTERN: Expects An Interim Loss Due To Economic Slump
GLORY LINK: Winding Up Sought
G-PROP HOLDINGS: Trading Suspension Request Granted
HI-TOP DEVELOPMENT: Faces Winding Up Petition
KIN DON: Enters Separate Deals With Marble King, Creditors
SEAPOWER RESOURCES: Share Price Falls, Trading Volume Rises
VIEW FAN: Winding Up Petition Slated For Hearing
I N D O N E S I A
INDAH KIAT: Exchange Asks Bapepam To Conduct Inquiry
SAMPOERNA TBK: S&P Upgrades Rupiah Rating To 'B' From 'C'
TWIJI KIMIA: May Undergo Bapepam Inquiry
TJIWI KIMIA: S&P Downgrades US$600M Notes To 'D'
J A P A N
DAIEI INC: Ginza Printemps Stake Disposal Likely
MITSUBISHI MOTORS: Says Australian Plant Will Stay
MYCAL CORP: Plans 38-Store Wind Up
SEAGAIA: Receives Rehab Plan Approval
K O R E A
DAEWOO ELECTRONICS: Issuing Common Stocks Worth W406.5B
DAEWOO MOTOR: Fate Of Bupyong Plant Still Undecided
HYUNDAI ENGINEERING: Cuts Liabilities by W3T
HYUNDAI MERCHANT: Self-Rescue Package Announcement Expected
* Orientation Scheduled Re New Corporate Restructuring Act
M A L A Y S I A
BESCORP INDUSTRIES: Holds Meeting For Dissolution Of Units
BRIDGECON HOLDINGS: White Knights Drop Workout Plan
CRIMSON LAND: SC OKs Proposals Completion Extension
DENKO INDUSTRIAL: Conducts Group Properties Revaluation
GUOCERA TILES: RAM Reaffirms Short-Term Rating At P1(bg)
MEASUREX CORPORATION: Acquires 11M Shares In Goldtron
NCK CORP: Court Dismisses Application For Interim Injunction
PANCARAN IKRAB: Freehold Land for Sale At RM1.71M
PROJEK LEBUHRAYA: RAM Reaffirms A3(s) Ratings For Bonds
SEAL INCORPORATED: SC OKs Shares Placement Extension
UNITED ENGINEERS: CIMB Securities Acquires Shares
P H I L I P P I N E S
RFM CORP: Shifting Focus To Food Business
S I N G A P O R E
ACMA LIMITED: Seeking Court Approval For Shares Issue
FHTK HOLDINGS: Debt Workout Revision Accepted
GOLDTRON LIMITED: Units Sells Stake In Magnequench
HO WAH GENTING: Completes Sale Of Unit's Assets
KIAN ANN: Enters Members' Voluntary Liquidation
L&M GROUP: Continues Talks With Creditors Re Debt Workout
L&M GROUP: Explains PMM Shares Acquisition
T H A I L A N D
COGENERATION PUBLIC: Sells Stake To Tractebel
SIAM STEEL: Reorg Petition Filed With Bankruptcy Court
=================
A U S T R A L I A
=================
AUSTRALIAN PLANTATION: Collapse Signals Carbon Credit Plight
------------------------------------------------------------
The collapse of Australian Plantation Timber (APT) early this month,
following the collapse of Forestry Enterprises Australia, signifies the
present troubled conditions in the carbon credit sector, Australasian
Business Intelligence reported Saturday.
According to the report, last month APT completed an A$35-million 11-year
carbon credit deal with Japanese oil refiner Cosmo Oil.
AUSTRALIAN PLANTATION: Unit Issued Three Interim Stop Orders
------------------------------------------------------------
The Australian Securities and Investments Commission (ASIC) Thursday placed
interim stop orders on three prospectuses issued by APT Projects Ltd (a
wholly owned subsidiary of Australian Plantation Timber Limited).
The interim stop orders were placed on prospectuses relating to the APT
Eucalypt Solidwood Project 2001, the APT Pine Solidwood Project 2001 and the
Frankland River Olive Project 2001.
APT Projects Ltd lodged three supplementary prospectuses with ASIC on 31
July 2001, advising that Mervyn Kitay of Grant Thorton had been appointed as
a voluntary administrator to APT Projects Ltd.
The supplementary prospectuses also advised that APT Projects Ltd will not
accept applications for investment while it remains in administration.
Despite this, ASIC issued the interim stop orders to ensure no funds could
be raised until the new circumstances of the entities, in particular their
current financial positions, were fully disclosed.
BULONG OPERATIONS: Completes Solvent Extraction Capital Works
-------------------------------------------------------------
Bulong Operations Pty Limited (BOP) produced a total of 1,814 tons of nickel
and 107 tons of cobalt and has completed capital works in solvent extraction
in the fourth quarter of the current financial year.
Introduction
The Bulong project, located 30 kilometers east of Kalgoorlie, Western
Australia, is managed by Preston's wholly owned subsidiary, Bulong
Operations Pty Ltd.
Following is a summary of the Bulong operational activities for the quarter
ending June 2001. Detailed operational and financial performance can be
obtained from monthly reports previously lodged with the ASX and is also
available from our website www.prestonres.com.au. Principal production
statistics are shown in the attached table.
Safety
There was one serious injury for the quarter and there was a reduction in
minor injuries. A series of initiatives are underway to prevent further such
injuries.
Metallurgical Performance
157,588 dry tons of ore were fed to the leach plant during the quarter. A
total of 1815 tons of nickel was produced, 42 tons of cobalt and 65 tons of
cobalt in cobalt sulfide. Leach extraction for nickel and cobalt were 91.8
percent and 90.1 percent respectively.
Leach Plant
136,526 tons of ore was treated compared with 83,466 tons in the preceding
quarter. Throughput was reduced as a consequence of planned preventative
maintenance. Operations continued to have good success in increasing leach
feed density which had a direct impact on autoclave throughput which
regularly exceeded design specifications.
Refinery
Reduction of gypsum precipitation continued to be the major focus in the
solvent extraction circuit. Redundancy in piping has proved effective in
maintaining on-line capacity while gypsum cleaning is undertaken.
A capital works program was conducted to design, construct and commission a
dedicated diluent wash circuit, to improve metal quality. The circuit was
commissioned in June.
The intense program or replacement and refurbishment of anodes in the
tankhouse was continued. This was undertaken to combat the effects of poor
current efficiency resulting from anode deterioration. The program has been
effective and plating capacity in the tankhouse was reinstated to design
levels by the commencement of March. During the quarter, the tankhouse has
operated consistently at outputs around 25 tons of nickel per day.
Exploration
A new resource was estimated for the Gala pit area, from this a new reserve
has been created and mining commenced. No drilling has been performed during
the current quarter, whilst a revision and development of additional targets
from current information has been ongoing.
Marlborough Nickel Project
The Marlborough nickel project, located on the central Queensland coast,
75km north west of Rockhampton, hosts one of the largest nickel deposits in
the world, with a global resource of 21OMt grading 1.02 percent nickel and
0.06 percent cobalt contained within ten separate deposits. Four of these
deposits have been elevated to the reserve category by a comprehensive
program of drilling, metallurgical testwork and financial modeling. The
project is owned and managed by the Company's wholly owned subsidiary
Marlborough Nickel Pty Ltd. Feasibility studies were completed in 1998/99
and the project will benefit from lessons currently being learnt at Bulong.
The company continued to liaise with the Queensland Government and Native
Title parties. Discussions also continued with Local Government groups with
the intention of maintaining the terms and conditions of infrastructure.
Environmental monitoring, in accordance with the company's obligations,
continued on site at Marlborough on a regular basis.
Nickel Processing Development
The strategic alliance with Billiton for the investigation and development
of ore processing enhancements is proving beneficial.
Bulong ore has been subjected to extensive beneficiation testing and results
suggest that it is possible to reject a significant quantity of sub-grade
material thus enhancing leach food grades and improving economics.
The Company has commenced a comprehensive R&D program on atmospheric
leaching of laterite Ni and Co ore and has achieved encouraging results.
Further research will be conducted on a syndicated basis and the Company has
received expressions of interest to financially contribute to the program.
Other Projects
The Company together with its joint venture partner Central Exchange has
settled an agreement with Big Bell Operations Pty Ltd (a subsidiary of New
Hampton Goldfields) to dispose of its Cuddingwarra project.
Corporate
The Company is continuing to negotiate with Barclays and the bondholders to
restructure Bulong Project debt.
PRODUCTION STATISTICS JUN 2001 QTR 2000/2001
FINANCIAL
YTD
Mine Production (HG) t 157,858 560,475
Nickel Grade % 1.73 1.79
Cobalt Grade % 0.10 0.12
PROCESSING
Ore Leached t 136,526 437,493
Nickel % 1.70 1.83
Cobalt % 0.13 0.14
AUTOCLAVE EXTRACTIONS
Nickel % 91.8 90.1
Cobalt % 90.8 86.3
Nickel Leached t 2133.8 7034.9
Cobalt Leached t 157.9 525.2
REAGENT USAGE
Acid kg/t ore 395 403
Limestone kg/t ore 91 111
METAL PRODUCED
Nickel t 1814.6 6352.5
Cobalt t 42.1 201.4
Cobalt in Cobalt Sulphide t 65.2 206.2
PROCESS INVENTORY
Nickel t 177.7 177.7
Cobalt t 18.9 18.9
TCR-AP reported on June 18 that Standard & Poor's withdrew its rating on
Bulong Operations Pty. Ltd.'s (BOP) US$185 million senior secured
fixed-rate notes due in 2008 at the request of BOP's management.
The rating was 'D', following the company's default on the interest payment
to noteholders on June 15, 2000. BOP has been finalizing a restructure of
debt and recapitalization with its lenders, but this is taking longer than
originally expected.
Based in Australia, BOP and its wholly owned subsidiary, Bulong Nickel Pty.
Ltd. (BNP), own the Bulong nickel cobalt project, located east of
Kalgoorlie, Western Australia. The project, which achieved practical
completion in December 1998, has suffered from commissioning and ramp-up
delays. Ramp-up to steady-state operations, which are required to establish
long-run operating costs and performance, is not expected until at least the
end of 2001.
GENERAL GOLD: Changes Registered Office Address
-----------------------------------------------
General Gold Resources NL (Subject to Deed of Company Arrangement) has
relocated from Level 1, 679 Murray Street, West Perth 6005. New details are
as follows:
168 Stirling Highway
Nedlands WA 6009
Tel: 08 9423 5940
Fax: 08 9389 1750
GENERAL GOLD: Issues 12M Shares To D&D Tolhurst
-----------------------------------------------
General Gold Resources Friday issued and allotted 12,000,000 fully paid
ordinary shares at 5 cents per share to clients of D&D Tolhurst Limited
(Placement Shares). The Placement Shares were approved for issue at the
General Meeting held 24 July 2001.
The Directors of General Gold Resources NL have advised Joint and Several
Deed Administrator B Hughes and Managing Partner Norgard Clohessy, that in
anticipation of Mr Hughes' retirement as administrator, they are proposing
to enter into an Underwriting Agreement with D & D Tolhurst Limited for a
rights issue as approved by Shareholders at the meeting held on 24 July
2001.
This rights issue is on a four for one basis and will raise approximately
$1,010,806 (before expenses) and result in the issue of approximately
20,216,118 new shares. The issue is based on the post-consolidation share
capital of the Company.
In accordance with the waiver from Listing Rule 7.1 granted by ASX on 31
July 2001, the holders of the Placement Shares will not participate in the
rights issue.
The Deed of Company Arrangement has now been terminated in accordance with
its terms, and the administrators have Friday filed a notice to that effect
with the Australian Securities and Investments Commission.
HIH INSURANCE: Case Puts ASIC Under Attack
------------------------------------------
Earlier this month, the Australian Securities and Investments Commission
(ASIC) went under investigation, following a case at the Federal Court,
questioning the conduct of the agency regarding the collapse of HIH
Insurance Limited, Australasian Business Intelligence reports over the
weekend.
According to the report, lawyers of HIH former director Rodney Adler are
attacking ASIC for "seizing seeming trivial documents from the Adler
residence," over allegations that HIH directors allowed the company to incur
debts while in an insolvent condition.
HIH INSURANCE: Collapse Losses Of A$3B Likely
---------------------------------------------
A combined sum of A$3 billion in losses is expected to arise from the
collapse of HIH Insurance Limited, said to be one of "the most significant
financial failures" ever, Australasian Business Intelligence reported
Thursday last week.
It is likely HIH policyholders will be left with a dividend as low as A$.50
in the dollar, notwithstanding the A$640 million rescue package for those
affected by the insurer's failure, the report said.
MTM ENTERTAINMENT: Babcock & Brown Ups Stake To 57.56%
------------------------------------------------------
Babcock & Brown Group increased its relevant interest in MTM Entertainment
Trust on Friday 3 August 2001, from 44,381,488 ordinary shares (55.48
percent) to 46,049,458 ordinary shares (57.56 percent).
PMP LIMITED: JV Transaction Announcement Forthcoming
----------------------------------------------------
Seven Network Limited Monday announced that the documentation phase of the
proposed joint venture with PMP Limited was taking longer than originally
anticipated and expects to be in a position to make an announcement on the
transaction later this week.
================================
C H I N A & H O N G K O N G
================================
ADVANCED CHEMICALS: Winding Up Petition Hearing Set
---------------------------------------------------
The petition to wind up Advanced Chemicals Technology and Equipment Limited
is scheduled for hearing before the High Court of Hong Kong on October 10,
2001. The petition was filed July 17, 2001 by Wong Sin Ming of Room 1606,
Kwong Hin House, Kwong Tin Estate, Lam Tin, Kwun Tong, Kowloon, Hong Kong.
CHINA EASTERN: Expects An Interim Loss Due To Economic Slump
------------------------------------------------------------
China Eastern Airlines expects to post an interim net loss due to a slowing
global economy, a downturn in its cargo business and higher fuel costs.
The profit warning drove down the company's Hong Kong listed shares 6.25
percent yesterday to HK$1.05.
China Eastern said in a statement its business had been hurt by an economic
slowdown in the United States, Europe and Japan, a downturn in the cargo
business in an increase in fuel prices. The airline said it expected to
post an unaudited loss for the six months ending June 30, 2001, but was
unable to quantify that figure as its interim results had yet to be
finalized.
An official at China Eastern's company secretariat said last week the
carrier's traffic volume rose 13.2 percent year-on-year in the first half to
1.126 billion ton-kilometers.
The airline carried 4.826 million people in the first half, up 10.4 percent
year-on-year, and its average passenger load factor was 60.2 percent versus
59.77 percent in the first half of 2000. However, analysts said China
Eastern's overall load factor fell in the first half and the impact was
compounded by the airline's relatively high level of debt.
China Eastern's debt to equity ratio stands at 2.06 times, compared to China
Southern's 1.49 times, according to Reuters Securities 3000 Xtra Views.
GLORY LINK: Winding Up Sought
-----------------------------
Kincheng Banking Corporation, a banking corporation incorporated under the
laws of The People's Republic of China, is seeking to wind up Glory Link
International Limited. The winding up petition was filed on July 20, 2001
and will be heard before the High Court of Hong Kong on October 17, 2001.
Kincheng Banking Corp holds a branch office at 55 Des Voeux Road Central,
Hong Kong.
G-PROP HOLDINGS: Trading Suspension Request Granted
---------------------------------------------------
At the request of G-Prop (Holdings) Limited (the Company), trading in its
shares will be suspended effective 10:00 a.m. Monday 6 August 2001 pending
the announcement of a convertible bonds placement.
G-Prop (Holdings) Limited revealed its total revenue for the year ended 31
March 2001 amounted to HK$11 million, a decrease of 67 percent when compared
with turnover of last year. The Group continues to streamline the non-profit
making operations, especially in property investment business.
The Group incurred a loss for the year of approximately HK$458 million. The
previous corresponding period saw a loss of approximately HK$230 million.
Liquidity and Financing
As of 31 March 2001, the Group's borrowings amounted to HK$366.2 million. Of
the total borrowings at the year end date, the maturity profile spread over
a medium term period with HK$55.9 million repayable within 1 year and
HK$310.3 million within 2 to 5 years.
All of the Group's borrowings were in Hong Kong dollar at year end and
approximately 78 percent of the borrowings are fixed rate convertible bonds.
The Group's gearing ratio increased, calculated on the basis of the Group's
net borrowings (after deducting cash and bank balances of HK$3.4 million)
over shareholders' fund, at approximately 748 percent at the year end date.
Taking into account the present available credit facilities and internal
resources of the Group, the Group has sufficient working capital for its
present requirements in absence of unforeseen circumstances.
HI-TOP DEVELOPMENT: Faces Winding Up Petition
---------------------------------------------
Hi-Top Development Limited is facing a winding up petition, which will be
heard before the High Court of Hong Kong on August 29, 2001 at 9:30 am. The
petition was filed with the Court on June 15, 2001, by Cheung Tat Shing, Yip
Ki Chi Luke and Cheng Kam Lin Catherine all trading as Messrs. Cheung & Yip,
solicitors whose principal business address is situated at Room 803, 8th
Floor, Yue Xiu Building, 160-174 Lockhart Road, Wanchai, Hong Kong.
KIN DON: Enters Separate Deals With Marble King, Creditors
----------------------------------------------------------
Kin Don Holdings Limited announces that subsequent to the entrance of the
Stone Church Compromise Agreement, on 31 July 2001, the Company entered into
a Subscription Agreement with Marble King and the Principal Creditors
Compromise Agreement with the Principal Creditors all in relation to the
Restructuring Proposal.
UBSCRIPTION AGREEMENT
On 31 July 2001, the Company entered into the Subscription Agreement with
Marble King in relation to the subscription of 1,300,000,000 new Ordinary
Shares and 4,000,000,000 Convertible Preference Shares by Marble King at a
subscription price of HK$0.02 per Subscription Share and per Convertible
Preference Share.
STONE CHURCH COMPROMISE AGREEMENT
On 6 May 2001, the Company entered into the Stone Church Compromise
Agreement with Stone Church whereby Stone Church agreed to waive the
Indebtedness owed by the Group to it of US$4,418,125 (approximately
HK$34,417,000) together with interests subject to and on terms and
conditions stated therein.
PRINCIPAL CREDITORS COMPROMISE AGREEMENT
The Company also, on 31 July 2001, entered into the Principal Creditors
Compromise Agreement with the Principal Creditors in which the Principal
Creditors agreed to waive the Indebtedness owed by the Group to each of them
in an aggregate amount of HK$110,002,784 together with interests subject to
and on terms and conditions stated therein.
WHITEWASH WAIVER AND CREEPER AUTHORISATION
Upon Completion, Marble King and parties acting in concert with it will
hold approximately 51.9 percent of the issued ordinary share capital of the
Company as enlarged by the issue of the Subscription Shares and the
Compromise Shares. Accordingly, Marble King will be required under Rule 26
of the Code to make a general offer for the Ordinary Shares other than those
already owned by Marble King and parties acting in concert with it. Marble
King will apply to the Executive for the Whitewash Waiver from compliance
with such requirement pursuant to Note 1 of the Notes on Dispensations from
Rule 26 of the Code.
Marble King and parties acting in concert with it will also seek the
Creeper Authorization from the Independent Shareholders at the EGM.
RIGHTS ISSUE
The Company proposes to effect the Rights Issue of 2,975,186,217 Rights
Shares on the basis of one Rights Share for every Ordinary Share held on the
date immediately upon the Restructuring Proposal becoming effective (with
the Subscription Shares and the Compromise Shares being issued) at an issue
price of HK$0.02 per Rights Share.
SHARE PREMIUM CANCELLATION
The Company proposes to apply the credit arising from the Share Premium
Cancellation as at 30 November 2000 to further set off the accumulated
losses of the Company as at 30 November 2000.
GENERAL
As Marble King is a substantial Shareholder, the entering into of the
Subscription Agreement constitutes a connected transaction for the Company
under the Listing Rules. In addition, some of the Principal Creditors are
non wholly-owned subsidiaries of the Company and accordingly, the entering
into of the Principal Creditors Compromise Agreement constitutes a connected
transaction for the Company under the Listing Rules. The Subscription
Agreement, the Compromise Agreements, the Whitewash Waiver, the Creeper
Authorization and the Rights Issue are subject to the approval by the
Independent Shareholders at the EGM with Marble King and parties acting in
concert with it abstaining from voting. The Share Premium Cancellation is
subject to the approval by the Shareholders of the resolution to be proposed
at the EGM.
THE RESTRUCTURING PROPOSAL
The Restructuring Proposal involves, among other things:
(i) the Subscription Agreement relating to the subscription of
1,300,000,000 new Ordinary Shares and 4,000,000,000 Convertible Preference
Shares by Marble King;
(ii) the Stone Church Compromise Agreement; and
(iii) the Principal Creditors Compromise Agreement.
SUBSCRIPTION AGREEMENT DATED 31 JULY 2001
Parties
Issuer: Kin Don Holdings Limited
Subscriber: Marble King, the single largest Shareholder
Shares to be issued
Subscription Shares
Under the Subscription Agreement, 1,300,000,000 new Ordinary Shares
will be issued and subscribed by Marble King or its nominees, representing
approximately 138.2% of the existing issued share capital of the Company and
approximately 43.7% of the issued ordinary share capital of the Company as
enlarged by the issue of the Subscription Shares and Compromise Shares.
Marble King together with other parties currently hold 245,328,000
Existing Shares, representing approximately 26.1 percent of the existing
issued share capital of the Company. Upon Completion, Marble King and
parties acting in concert with it will be interested in an aggregate of
1,545,328,000 Ordinary Shares, representing approximately 51.9 percent of
the issued ordinary share capital of the Company as enlarged by the issue of
Subscription Shares and the Compromise Shares.
Convertible Preference Shares
4,000,000,000 Convertible Preference Shares will be issued and
subscribed by Marble King or its nominees. The underlying Ordinary Shares to
be converted upon full conversion of 4,000,000,000 Convertible Preference
Shares represent approximately 425.2% of the existing issued share capital
of the Company and approximately 57.3% of the issued ordinary share capital
of the Company as enlarged by the issue of the Subscription Shares, the
Compromise Shares and the full conversion of the Convertible Preference
Shares.
The Convertible Preference Shares can and shall be issued partly paid
on completion of the Subscription Agreement as to 10% of their subscription
price (i.e. HK$0.002 per Convertible Preference Share). Currently, no
Convertible Preference Share is in issue. Under the terms of the Convertible
Preference Shares, there is no time restriction for the Convertible
Preference Shares to be fully paid up. The partly paid nature is a
commercial term negotiated between Marble King and the Company. It is aimed
to enable the flexibility on the timing and the provision of additional
funding as required by the Company.
The Convertible Preference Shares will not be listed on the Stock
Exchange or any other stock exchange. Any subsequent transfer of the
Convertible Preference Shares between Marble King and other bona fide buyer
is a private transaction whereby the Company is not responsible for. The
Company's duty is to issue the Ordinary Shares to the holders of the
Convertible Preference Shares upon receipt of conversion notice and
subscription monies or to repay any paid up capital upon the receipt of
redemption notice before the expiry date of the Convertible Preference
Shares.
Upon full conversion of the Convertible Preference Shares, Marble King
will own approximately 5,545,328,000 Ordinary Shares, representing
approximately 79.5 percent of the issued ordinary share capital of the
Company as enlarged by the issue of the Subscription Shares and the
Compromise Shares and the full conversion of the Convertible Preference
Shares. This will result in less than 25 percent of the Company's issued
ordinary share capital being held by the public and hence will be in breach
of Rule 8.08 of the Listing Rules. The Company and directors of Marble King
have jointly and severally undertaken to the Stock Exchange that they will
not convert or cause Marble King to convert, as the case may be, any
Convertible Preference Shares which will result in less than 25 percent of
the Company's issued ordinary share capital being held by the public.
Other terms of the Convertible Preference Shares
Partly paid:
Any holder of partly paid Convertible Preference Shares may elect to
advance to the Company part of moneys uncalled or unpaid on any of such
Convertible Preference Shares. The Company is not permitted to make calls
with respect to amounts unpaid on any partly paid Convertible Preference
Shares.
Conversion:
Convertible into new Ordinary Shares upon fully paid and for the
period commencing on the date of Completion and ending on the date being
five years thereafter inclusive at the rate of one Ordinary Share for every
one fully paid Convertible Preference Share (subject to adjustments such as
alteration to the nominal value of the Ordinary Shares and capitalization of
profits or reserves or capital reduction). The right to convert may be
exercised in whole or in part (not involving a fraction of an Ordinary
Share) only at the discretion of the holders.
Redemption:
For the period commencing on the date of completion of the
Subscription Agreement and ending on the date being five years thereafter
inclusive at any time, the holders of the Convertible Preference Shares may
require the Company to redeem, to the extent conversion has not been elected
by the holders of the Convertible Preference Shares, the outstanding
Convertible Preference Shares for the amount paid up. The Company does not
have the right to redeem the Convertible Preference Shares.
If the Convertible Preference Shares were still in issue after the
date of expiry (i.e. 5 years after the date of completion of the
Subscription Agreement), the holders of the Convertible Preference Shares
would automatically forfeit all their redemption/conversion rights under the
Convertible Preference Shares and such Convertible Preference Shares will
become preference shares without carrying any conversion or redemption
feature thereafter. However, any paid up capital of the Convertible
Preference Shares would continue to be retained in the accounts of the
Company.
Dividend:
Any Convertible Preference Shares which has been fully paid up at par
shall rank for dividend in pari passu with Ordinary Shares from time to time
in issue. Partly paid Convertible Preference Shares are not entitled to
dividend before or even after the expiry of the Convertible Preference
Shares.
Voting:
The holders of the Convertible Preference Shares shall be entitled to
receive notices of general meetings but not to attend or vote thereat unless
(i) the Company shall have defaulted in payment of redemption monies; or
(ii) there is a resolution proposed to wind up the Company or affect, alter,
abrogate the rights or privileges or restrictions attaching to the
Convertible Preference Shares, in which event the holders of the Convertible
Preference Shares shall be entitled to vote on such resolution only.
Liquidation:
The holders of the Convertible Preference Shares (including partly
paid Convertible Preference Shares) have priority over the holders of the
Ordinary Shares to participate in the assets available in the liquidation of
the Company. Such participation will be in accordance with the amount paid
up.
Transferability:
There is no restriction on the transfer of the Convertible Preference
Shares. The directors of Marble King have undertaken to the Company and the
Stock Exchange that they will disclose to the Company and the Stock Exchange
if the Convertible Preference Shares are transferred to any connected person
as defined under the Listing Rules. The Company has also undertaken to the
Stock Exchange of the same disclosure requirement.
Subscription Price
HK$0.02 per Subscription Share and per Convertible Preference Share,
which was determined after arm's length negotiations.
The Subscription Price of HK$0.02 represents a discount of
approximately 67 percent to the closing price of HK$0.06 per Existing Share
as quoted on the Stock Exchange on 31 July 2001, the last trading day prior
to the suspension of trading in the Existing Shares pending the issue of
this announcement, and a discount of approximately 67% to the average
closing price of approximately HK$0.06 per Existing Share of the respective
5 and 10 trading days up to and including 31 July 2001.
The terms of the Subscription Agreement were negotiated on an arm's
length basis. In negotiating the Subscription Price, the Directors and
Marble King have taken into account, among other things, the following
factors:
ú the Group's audited consolidated loss of approximately HK$155.8
million for the year ended 30 November 2000;
ú the total audited Indebtedness of the Group of approximately
HK$117.5 million as at 30 November 2000; and
ú the audited consolidated net liabilities of the Group as at 30
November 2000 of approximately HK$153.2 million (representing approximately
HK$0.16 per Share based on the Existing Shares in issue).
Status of Ordinary Shares
The new Ordinary Shares to be issued under the Subscription Agreement
will rank pari passu in all respects with the Existing Shares (save for the
change in the par value as a result of the Capital Reduction), including the
right to receive all future dividends and distributions to be declared, made
or paid by the Company on or after completion of the Subscription Agreement.
Conditions precedent
Completion of the Subscription Agreement is conditional upon, among other
things, the following conditions being fulfilled:
(i) the Subscription Agreement being approved by the Independent
Shareholders on a poll in the EGM (to the extent prohibited under the
Listing Rules, the Code or otherwise by the Stock Exchange or the SFC,
Marble King and its associates shall abstain from voting);
(ii) a copy of the Grand Court of the Cayman Islands order confirming
the Capital Reorganization having been delivered to and registered by the
Registrar of Companies in the Cayman Islands and the Company having complied
with all the terms and conditions imposed by the Grand Court of the Cayman
Islands in connection to the Capital Reorganization;
(iii) the Compromise Agreements having been duly passed and adopted by
the Independent Shareholders in the EGM;
(iv) the Compromise having been completed to the effect that all the
Indebtedness referred to in the Compromise Agreements have been fully and
finally discharged and released;
(v) the issue of the Convertible Preference Shares being approved by
the Independent Shareholders on a poll in the EGM;
(vi) all requirements imposed by the Stock Exchange under the Listing
Rules or otherwise in connection with the transactions contemplated by,
among other things, the Subscription Agreement having been fully complied
with;
(vii) all necessary consents from the relevant authorities in the
Cayman Islands in relation to the allotment and issue of the Convertible
Preference Shares pursuant to the Subscription Agreement and the allotment
and issue of the new Ordinary Shares which fall to be issued upon conversion
of the Convertible Preference Shares having been obtained;
(viii) the Listing Committee of the Stock Exchange having granted and
not having revoked listing of and permission to deal in the new Ordinary
Shares resulting from the Capital Reorganization, the Subscription Shares
and any new Ordinary Shares which may be issued pursuant to the exercise of
conversion rights attaching to the Convertible Preference Shares;
(ix) the listing of the Existing Shares or new Shares, as the case may
be, not having been withdrawn, the Shares, as the case may be, continuing to
be traded on the Stock Exchange (save for any temporary suspensions pending
any announcement in connection with the execution of the Subscription
Agreement or the transactions contemplated under the Subscription Agreement)
and no indication being received on or before completion of the Subscription
Agreement from the Stock Exchange or the SFC to the effect that the listing
of the Existing Shares or Ordinary Shares, as the case may be, on the Stock
Exchange will or may be withdrawn or objected to (or conditions will or may
be attached thereto) as a result of completion of the Subscription Agreement
or completion of other transactions as contemplated under the Compromise,
the Rights Issue or the terms of the Subscription Agreement;
(x) no member of the Group (including the Company itself) having
before completion of the Subscription Agreement and without the prior
written consent of Marble King (such consent not to be unreasonably withheld
or delayed) passed any resolution in general meeting (except the
resolutions, among other things, approving the Subscription Agreement, the
Compromise Agreements, the Rights Issue and the allotment and issue of
Convertible Preference Shares) or changed the memorandum and articles of
association of the Company (except pursuant to the resolutions contemplated
under the Subscription Agreement);
(xi) the warranties remaining true and accurate and not misleading in
any material respect at completion of the Subscription Agreement as it
repeated at completion of the Subscription Agreement and at all times
between the date of the Subscription Agreement and completion of the
Subscription Agreement;
(xii) all requisite consents for the transactions contemplated under
the Subscription Agreement having been obtained from financial institutions
who have entered into financing agreements with the Group;
(xiii) the Company having complied fully with the obligations and
otherwise having performed in all material respects of all the covenants and
agreements required to be performed by it under the Subscription Agreement;
(xiv) the passing of an ordinary resolution by way of a poll to
approve the Whitewash Waiver by the Independent Shareholders voting at the
EGM;
(xv) the granting by the Executive of the Whitewash Waiver;
(xvi) Stone Church and the Principal Creditors having given their
consents to the Company in entering into all the transactions, and
performing all the Company's obligations, contemplated under the
Subscription Agreement and written notice to that effect having been given
by each of them to the Company; and
(xvii) Marble King having obtained a legal opinion from Cayman Islands
lawyers in respect of the validity, legality and enforceability of the
provisions in the Subscription Agreement under the laws of the Cayman
Islands in form and substance to the satisfaction of Marble King.
Completion
The aggregate consideration for the subscription of the Subscription Shares
and the Convertible Preference Shares (on a partly paid basis) of
approximately HK$34,000,000 will be paid in cash by Marble King upon
completion of the Subscription Agreement.
Completion of the Subscription Agreement shall take place within five
business day after all conditions of the Subscription Agreement have been
fulfilled or any of the conditions being waived, as the case may be. It is
expected that the date of fulfillment of all the conditions of the
Subscription Agreement will be on or before 15 September 2001 or such later
date as may be agreed in writing between the Company and Marble King.
In the event that the above conditions of the Subscription Agreement are not
fulfilled or waived by Marble King on or before 15 September 2001 or such
other date as may be agreed in writing between the Company and Marble King,
the party not in default may, without prejudice to its other rights:
(i) defer completion of the Subscription Agreement to a date not more
than fourteen days after the said date:
(ii) proceed to completion of the Subscription Agreement so far as
practicable; and
(iii) rescind the Subscription Agreement.
COMPROMISE AGREEMENTS
I. Stone Church Compromise Agreement dated 6 May 2001
Parties
(i) The Company
(ii) Stone Church
Indebtedness to be waived
On 6 May 2001, the Company entered into the Stone Church Compromise
Agreement with Stone Church whereby Stone Church agreed to waive the
Indebtedness owed by the Group to it of US$4,418,125 (approximately
HK$34,417,000) together with interests subject to and on terms and
conditions stated therein. The Indebtedness owed to Stone Church will be
released and discharged upon:
(i) cash payment by the Company of HK$3,020,063 to Stone Church,
representing approximately 8 percent of the Group's Indebtedness owed to it;
and
(ii) issue of 271,471,023 new Ordinary Shares to Stone Church at an issue
price of approximately HK$0.12 per Share with an aggregate value of
approximately HK$31,396,937 equivalent to approximately 92 percent of the
Group's Indebtedness owed to it. The issue price of approximately HK$0.12
represents a premium of approximately 100 percent over the closing price of
HK$0.06 per Existing Share as quoted on the Stock Exchange on 31 July 2001,
the last trading day prior to the suspension of trading in the Existing
Shares pending the issue of this announcement, and a premium of
approximately 100 percent over the average closing price of approximately
HK$0.06 per Existing Share of the respective 5 and 10 trading days up to and
including 31 July 2001.
Conditions precedent
The Stone Church Compromise Agreement is conditional upon, among other
things, the following conditions:
(i) the Company entering into the Principal Creditors Compromise
Agreement with the Principal Creditors in relation to the Group's
Indebtedness due to the Principal Creditors in terms no more favourable to
the Principal Creditors than those of the Stone Church Compromise. The
following two options shall not be treated as being more favourable than
those of the Stone Church Compromise:-
(a) in respect of the unsecured creditors including the convertible
debenture holder and other creditors, and unsecured portion of the secured
creditors (in respect of which the fair values of the pledged assets are to
be determined by an independent firm of professional valuers for offsetting
their outstanding debts as repayment), Marble King shall offer to pay via
the Company to the Principal Creditors HK$0.10 for every HK$1.00. The
remaining balance of HK$0.90 for every HK$1.00 shall be settled by the
issuance of Ordinary Shares at a price of HK$0.18 per Ordinary Share; and
(b) in respect of the unsecured creditors including the convertible
debenture holder and other creditors, and unsecured portion of the secured
creditors (in respect of which the fair values of the pledged assets are to
be determined by an independent firm of professional valuers for offsetting
with their outstanding debts as repayment), Marble King shall offer to pay
via the Company to the Principal Creditors HK$0.15 for every HK$1.00 as full
settlement;
(ii) the Company having compromised with the Other Creditors in
relation to the Group's Indebtedness to the Other Creditors in cash only and
not more than HK$5,000,000, in aggregate, in all cases upon closing of the
Stone Church Compromise Agreement (or such later dates as may be approved by
Stone Church in writing);
(iii) Marble King having entered into the Subscription Agreement and
the Subscription Agreement becoming unconditional upon closing of the Stone
Church Compromise Agreement;
(iv) the convening of EGM and such meeting having passed unconditional
resolutions to approve, among other things, the Stone Church Compromise
Agreement, Stone Church Compromise, the Principal Creditors Compromise, the
Other Creditors Compromise and the Subscription Agreement;
(v) the Listing Committee of the Stock Exchange granting or agreeing
to grant and not revoking approval for the Listing of 271,471,023 new
Ordinary Shares to be allotted and issued to Stone Church under the Stone
Church Compromise Agreement;
(vi) where necessary, all regulatory authorities granting approvals in
respect of the Stone Church Compromise, the Principal Creditors Compromise,
the compromise with the Other Creditors and the Subscription Agreement;
(vii) Stone Church receiving evidence reasonably satisfactory to it of
the satisfaction of conditions (i) to (vi) above;
(viii) the reduction of par value of the Ordinary Shares having been
deducted from HK$0.10 to HK$0.01 pursuant to the Capital Reduction;
(ix) the Company delivering to Stone Church, in form and substance
satisfactory to Stone Church:
(a) minutes of meetings of the Company and any other documents that
Stone Church may require to evidence that all necessary action was taken to
authorize the execution and delivery of the Stone Church Compromise
Agreement and the documents referred to in conditions (i) to (vii) above all
certified by a director or secretary of the Company as being true and
correct copies of the original documents; and
(b) any other documents or information which Stone Church may
reasonably require;
(x) there being no potential event of default as defined in the Stone
Church Compromise Agreement;
(xi) no event of default as defined in the Stone Church Compromise
Agreement has occurred or is occurring; and
(xii) the representations and warranties by the Company in the Stone
Church Compromise Agreement are true and accurate and not misleading at all
times from the execution of the Stone Church Compromise Agreement up to and
including closing of the Stone Church Compromise Agreement.
Completion
Completion of the Stone Church Compromise Agreement shall take place on a
date which is five banking days after all the conditions of the Stone Church
Compromise Agreement have been fulfilled, or waived in part or in whole, as
the case may be, upon which liabilities of, and claims against, the Company
in respect of all of Stone Church's Indebtedness will be settled. It was
expected that the date of fulfillment of all the conditions of the Stone
Church Compromise Agreement would be on 31 August 2001 or such later date as
is agreed between the Company and Stone Church. On 27 July 2001, the Company
and Stone Church mutually agreed to extend such longstop date to 15
September 2001.
II. Principal Creditors Compromise Agreement dated 31 July 2001
Parties
(i) The Company
(ii) KDGL, an operating subsidiary of the Company who borrowed from
certain Principal Creditors
(iii) The Principal Creditors
Indebtedness to be waived
On 31 July 2001, the Company entered into the Principal Creditors Compromise
Agreement with the Principal Creditors in which the Principal Creditors
agreed to waive the Indebtedness owed by the Group to each of them in an
aggregate amount of HK$110,002,784 together with interests subject to and on
terms and conditions stated therein. The Indebtedness owed to the Principal
Creditors will be released and discharged upon:
(i) cash payment by the Company of HK$12,272,538 in aggregate to the
Principal Creditors (including the non-wholly owned subsidiaries of the
Company as stated in the Principal Creditors Compromise Agreement),
representing approximately 11% of the Group's Indebtedness owed to them; and
(ii) issue of 463,053,218 new Ordinary Shares to the Principal Creditors
(excluding the non-wholly owned subsidiaries of the Company as stated in the
Principal Creditors Compromise Agreement) at an issue price of approximately
HK$0.12 per Share with an aggregate value of approximately HK$55,566,389
equivalent to approximately 51% of the Group's Indebtedness owed to them,
with the remaining balance waived.
Conditions precedent
The Principal Creditors Compromise Agreement is conditional upon, among
other things, the following conditions:
(i) the Company having compromised with the Other Creditors in relation
to the Group's Indebtedness to the Other Creditors in cash only and not more
than HK$5,000,000 in aggregate, in all cases upon closing of the Principal
Creditors Compromise Agreement (or such later dates as may be approved by
the Principal Creditors in writing);
(ii) Marble King having entered into the Subscription Agreement and the
Subscription Agreement becoming unconditional upon closing of the Principal
Creditors Compromise Agreement;
(iii) the Stone Church Compromise Agreement continuing in full force and
effect, no event of default or potential event of default has occurred and
all conditions thereto and other provisions given for the benefit of the
Company having satisfied or becoming unconditional upon closing of the
Principal Creditors Compromise Agreement;
(iv) the convening of the EGM and such meeting having passed
unconditional resolutions to approve, among other things, the Principal
Creditors Compromise Agreement, the Stone Church Compromise, the Other
Creditors Compromise and the Subscription Agreement;
(v) the Listing Committee of the Stock Exchange granting or agreeing to
grant (without subject to any condition) and not revoking approval for the
listing of the new Ordinary Shares allotted to the Principal Creditors
pursuant to the Principal Creditors Compromise Agreement;
(vi) where necessary, all regulatory authorities granting approvals in
respect of the Principal Creditors Compromise, the Stone Church Compromise,
the Other Creditors Compromise and the Subscription Agreement;
(vii) each of the Principal Creditors receiving evidence reasonably
satisfactory to the Principal Creditors of the satisfaction of conditions
(i) to (vi) above;
(viii) the reduction of par value of the Ordinary Shares having been
deducted from HK$0.10 to HK$0.01 pursuant to the Capital Reduction;
(ix) the Company delivering to each Principal Creditor, in form and
substance satisfactory to the Principal Creditors:-
(a) minutes of meetings of the Company and KDGL and any other
documents that the Principal Creditors may require to evidence that all
necessary action was taken to authorize the execution and delivery of the
Principal Creditors Compromise Agreement and the documents referred to in
conditions (i) to (vii) above all certified by a director or secretary of
the Company as being true and correct copies of the original documents;
(b) legal opinion issued by Cayman Islands' lawyer confirming the
validity and enforceability of the Principal Creditors Compromise Agreement
against the Company in form and substance satisfactory to the Principal
Creditors; and
(c) any other documents or information which the Principal Creditors
may reasonably require;
(x) there being no potential event of default as defined in the Principal
Creditors Compromise Agreement;
(xi) no event of default as defined in the Principal Creditors Compromise
Agreement has occurred or is occurring; and
(xii) the representations and warranties by the Company in the Principal
Creditors Compromise Agreement are true and accurate and not misleading in
all material respects at all times from the execution of the Principal
Creditors Compromise Agreement up to and including closing of the Principal
Creditors Compromise Agreement.
Completion
Completion of the Principal Creditors Compromise Agreement shall take place
within five banking days after all the conditions of the Principal Creditors
Compromise Agreement have been fulfilled, or waived in part or in whole, as
the case may be, upon which liabilities of and claims against the Company in
respect of all of the Principal Creditors' Indebtedness will be settled. It
is expected that the date of fulfillment of all the conditions of the
Principal Creditors Compromise Agreement will be on 15 September 2001 or
such later date as is agreed between the Company, KDGL and the Principal
Creditors.
III. Other Creditors Compromise
Pursuant to the Compromise Agreements, the Company is required to make
compromises with the Other Creditors in which the Indebtedness owed by the
Group to each of them in an aggregate amount of HK$12,970,871 will be
released and discharged in cash only not more than HK$5,000,000, in
aggregate, in all cases at the closing of the Principal Creditors Compromise
Agreement.
Such Indebtedness represents indebtedness owed to (i) certain Directors and
ex-Directors of approximately HK$9,739,359 (being directors' remuneration
and advances); and (ii) independent third parties of approximately
HK$3,231,512 (being professional fees).
The Company is in negotiations with each of the Other Creditor.
As at the date of this announcement, the Company has obtained written
consent from those Other Creditors who are existing executive Directors to
waive the amount of Indebtedness due by the Group to each of them to the
extent that the HK$5,000,000 is able to fully settle the remaining balance
of Other Creditors Compromise in accordance with the Compromise Agreements.
WHITEWASH WAIVER AND CREEPER AUTHORIZATION
Upon Completion, Marble King and parties acting in concert with it will hold
approximately 51.9 percent of the issued ordinary share capital of the
Company as enlarged by the issue of the Subscription Shares and the
Compromise Shares.
Accordingly, Marble King will be required under Rule 26 of the Code to make
a general offer for the Ordinary Shares other than those already owned by
Marble King and parties acting in concert with it. Marble King will apply to
the Executive for the Whitewash Waiver from compliance with such requirement
pursuant to Note 1 of the Notes on Dispensations from Rule 26 of the Code.
If the Whitewash Waiver is granted, it will be subject to, among other
things, the approval by the Independent Shareholders by way of a poll at the
EGM. Marble King and parties acting in concert with it will abstain from
voting on the resolutions approving the Restructuring Proposal and the
transactions contemplated thereunder and the Whitewash Waiver respectively
at the EGM.
In the event that the Whitewash Waiver is not obtained, Marble King will
consider waiving this condition precedent in order to proceed with the
Subscription Agreement as well as to facilitate the Company to proceed with
the Compromise Agreements.
Should Marble King decide to waive the Whitewash Waiver condition upon
Completion, Marble King will be required under Rule 26 of the Code to make
an unconditional general offer at HK$0.02 per Ordinary Share in cash to
acquire Ordinary Shares not already owned by Marble King and parties acting
in concert with it.
Vickers Ballas is satisfied that sufficient financial resources are
available to Marble King and parties acting in concert with it to meet the
full acceptance of a possible unconditional cash offer upon Completion.
Further announcement will be made by the Company and Marble King as to the
outcome of the EGM and Marble King's intention in this regard.
In accordance with Note 15 to Rule 26.1 of the Code, following the obtaining
of the Whitewash Waiver, Marble King and parties acting in concert with it
will be deemed for the purposes of the Code to have a lowest percentage
holding of Ordinary Shares which is equal to the greater of (i) 35 percent;
and (ii) the percentage holding that is 5 percent less than the percentage
holding of Marble King and parties acting in concert with it immediately
following the date of Completion.
In this circumstance, Marble King and parties acting in concert with it are
precluded from acquiring additional voting rights in the Company for the
12-month period immediately following the date of obtaining the Whitewash
Waiver including the taking up of Rights Shares entitlements and the
underwriting of the Rights Shares and the conversion of the Convertible
Preference Shares without triggering a mandatory offer under the Code.
Thus the Creeper Authorization will be sought from the Independent
Shareholders by way of a poll at the EGM with Marble King and parties acting
in concert with it abstaining from voting at such resolution. As the Creeper
Authorization is a condition precedent (not waivable) in the Underwriting
Agreement and that the Rights Issue is conditional upon the completion of
the Underwriting Agreement, if the Creeper Authorization is not obtained,
the Rights Issue cannot be proceeded.
Marble King and parties acting in concert with it have not dealt in any
shares of the Company during the period commencing from the date falling six
months prior to the date of this announcement.
Vickers Ballas does not have any beneficial interest in the Shares and has
not dealt in any Existing Shares as principal agent or as agent during the
period commencing from the date falling six months prior to the date of this
announcement.
SIMULTANEOUS COMPLETION
Completion of the Subscription Agreement and the Compromise Agreements are
conditional upon each of such events occurring simultaneously.
The longstop date for the fulfillment of or waiving, as the case may be, all
the conditions of the Subscription Agreement and the Compromise Agreements
is 15 September 2001 or such later date as is agreed between the relevant
parties to those agreements. If the fulfillment of or waiving, as the case
may be, all the conditions of such agreements has not occurred by then, all
relevant agreements in relation to the Restructuring Proposal will terminate
and the parties to such agreements will be released from their obligations
thereunder, save for any antecedent breaches.
RIGHTS ISSUE
The Company proposed to effect the Rights Issue immediately after Completion
so as to strengthen the Group's capital base and to raise funding for future
business development.
Basis
One Rights Share for every Ordinary Share held on the date immediately upon
the Restructuring Proposal becoming effective (with the Subscription Shares
and the Compromise Shares being issued)
Number of Rights Shares
2,975,186,217 Rights Shares
Rights Price
HK$0.02 per Rights Share
Status of the Rights Shares
When fully paid, the Rights Shares will rank pari passu in all respects with
the Ordinary Shares then in issue.
Rights of overseas Shareholders
Document to be issued in connection with the Rights Issue will not be
registered under the applicable securities legislation of any other
jurisdiction other than Hong Kong. Accordingly, no provisional allotment of
Rights Shares will be made to the Overseas Shareholders. The Company will
send the Rights Issue prospectus to the Overseas Shareholders for their
information only. The Company will not send a provisional allotment letter
or excess application form to the Overseas Shareholders.
Arrangements will be made for the Rights Shares which would otherwise have
been provisionally allotted to the Overseas Shareholders to be sold in the
market in their nil-paid form as soon as practicable after dealings in the
Rights Shares commence, if a premium (net of expenses) can be obtained. The
proceeds of each sale, less expenses, of HK$100 or more will be paid to the
Overseas Shareholders in Hong Kong dollars. The Company will keep for its
own benefit individual amounts of less than HK$100.
Application for excess shares
Qualifying Shareholders may apply for any unsold entitlements of the
Overseas Shareholders and any Rights Shares provisionally allotted but not
accepted. Application can be made by completing the excess application form.
The Directors will allocate the excess Rights Shares at their discretion and
on a fair and equitable basis. Preference will be given to excess
applications calculated to "top-up" odd lots of Shares.
Fractions of Rights Shares
The Company will not allot any fractions of Rights Shares. The Company will
sell any such Rights Shares created by adding together fractions of Rights
Shares and will keep the proceeds.
Application for listing
The Company will apply to the Listing Committee of the Stock Exchange for
the listing of and permission to deal in the Rights Shares in both nil-paid
and fully-paid forms when the Rights Issue has become unconditional.
Underwriting Agreement dated 31 July 2001
Underwriter
Hantec, an associate of Marble King
Number of Rights Shares underwritten
1,429,858,217 Rights Shares (net of 1,545,328,000 Rights Shares
undertaken to be taken up by Marble King)
Commission
2.5 percent of the total subscription price of the Rights Shares
underwritten
Irrevocable undertaking
As at the date of this announcement. Marble King and parties acting in
concert with it were interested in 245,328,000 Shares, representing
approximately 26.1 percent of the existing issued share capital of the
Company. Marble King has irrevocably undertaken to the Company and the
Underwriter to subscribe for 1,545,328,000 Rights Shares, representing
Marble King's full entitlements under the Rights Issue.
Termination and force majeure
The Underwriter reserves the right to terminate the arrangements set out
in the Underwriting Agreement by notice in writing given by it to the
Company at any time prior to 4:00 p.m. on the third business day following
27 September 2001 or such other date as may be agreed between the Company
and the Underwriter and described as the latest time for acceptance of the
Rights Shares in the Rights Issue prospectus, if in the sole and absolute
opinion of the Underwriter:
(i) the success of the Rights Issue or the taking up of the Rights
Shares by the Shareholders would be adversely affected by:
(a) the introduction of any new law or regulation or any change in
existing law or regulation (or the judicial interpretation thereof) or other
occurrence of any nature whatsoever which may adversely affect the business
or the financial or trading position or prospects of the Group as a whole;
or
(b) the occurrence, development or coming into effect of any local,
national or international event or change (whether or not forming part of a
series of events or changes occurring or continuing before, and/ or after
the date hereof) of a political, military, financial, economic, currency or
other nature (whether or not sui generis with any of the foregoing), or in
the nature of any local, national or international outbreak or escalation of
hostilities or armed conflict; or affecting local securities market or any
local, national or international events or series of events, beyond the
reasonable control of the Underwriter (including, without limitation,
strikes, lockouts, fire, explosion, flooding, acts of God, accident; or the
occurrence of any combination of circumstances which adversely affects the
business or the financial or trading position or prospects of the Group as a
whole or adversely prejudices the success of the Rights Issue or the taking
up of the Rights Shares by the members of the Company or otherwise makes it
inexpedient or inadvisable for the Company or the Underwriter to proceed
with the Rights Issue; or
(ii) any change in market conditions or combination of circumstances
in Hong Kong or elsewhere (including without limitation suspension or
material restriction or trading in securities) occurs which may adversely
affect the success of the Rights Issue (such success being the taking up of
the Rights Shares by members of the Company) or otherwise in the sole and
absolute opinion of the Underwriter makes it inexpedient or inadvisable or
inappropriate for the Company or the Underwriter to proceed with the Rights
Issue; or
(iii) any change in the circumstances of the Company or any members of
the Group which may adversely affect the prospects of the Company.
If, at or prior to 4:00 p.m. on the third business day following 27
September 2001 or such other date as may be agreed between the Company and
the Underwriter and described as the latest time for acceptance of the
Rights Shares in the Rights Issue prospectus:
(i) the Company commits any breach of or omits to observe any of the
obligations or undertakings expressed to be assumed by it under the
Underwriting Agreement; or
(ii) the Underwriter shall receive notification pursuant to the terms
of the Underwriting Agreement, or shall otherwise become aware of, the fact
that any of the representations or warranties contained in the Underwriting
Agreement was, when given, untrue or inaccurate or would be untrue or
inaccurate if repeated as provided in the Underwriting Agreement, and the
Underwriter shall determine that any such untrue representation and warranty
represents or is likely to represent an adverse change in the financial or
trading position or prospects of the Group taken as a whole or is otherwise
likely to have a prejudicial effect on the Rights Issue; or
(iii) the Company shall, after any matter or event referred to in the
Underwriting Agreement has occurred or come to the Underwriter attention,
fail promptly to send out any announcement or circular (after the dispatch
of the Rights Issue documents), in such manner (and as appropriate with such
contents) as the Underwriter may request for the purpose of preventing the
creation of a false market in the securities of the Company; or
(iv) Marble King commits a breach of or omit to observe any of the
obligations or undertakings contained in the Underwriting Agreement,
The Underwriter shall be entitled (but not bound) by notice in writing to
the Company to elect to treat such matter or event as releasing and
discharging the Underwriter from its obligations under the Underwriting
Agreement.
Upon the giving of notice pursuant to the Underwriting Agreement, all
obligations of the Underwriter thereunder shall cease and determine and no
party shall have any claim against any other parties in respect of any
matter or thing arising out of or in connection with the Underwriting
Agreement, provided however that the Company shall remain liable to pay to
the Underwriter as specified in the Underwriting Agreement and that the
Underwriting Agreement shall remain in full force and effect.
Conditions precedent
The Underwriting Agreement is conditional upon, among other things, the
following:
(i) the passing of a resolution of the board of Directors at a meeting
duly convened to approve and implement the Rights Issue;
(ii) the due posting of the circulars and proxy forms to the
Shareholders for the purpose of, among other things, convening the EGM;
(iii) the passing by Independent Shareholders at the duly convened EGM
of the resolutions approving the Subscription Agreement, the Compromise
Agreements, the Rights Issue and the Creeper Authorization (to the extent
prohibited under the Listing Rules, the Code or otherwise by the Stock
Exchange or the SFC, Marble King and parties acting in concert with it shall
abstain from voting);
(iv) the delivery to the Stock Exchange and registration with the
Registrar of Companies in Hong Kong respectively one copy of each of the
Rights Issue documents duly signed by two Directors (or by their agents duly
authorized in writing) after having been approved by resolution of the board
of Directors (and all other documents required to be attached thereto) in
compliance with the Listing Rules and the Companies Ordinance;
(v) the posting of the Rights Issue documents to Qualifying
Shareholders on and the posting of the overseas letter to the Overseas
Shareholders accompanied by a copy of the Rights Issue prospectus stamped
"For Information Only";
(vi) the completion of the Capital Reorganization, the Compromise
Agreements, the Subscription Agreement;
(vii) all requirements imposed by the Stock Exchange under the Listing
Rules or otherwise in connection with the transactions contemplated by the
Underwriting Agreement have been fully complied with;
(viii) all necessary consents from the relevant authorities in the
Cayman Islands in relation to the allotment and issue of the Rights Shares
having been obtained;
(ix) the Listing Committee of the Stock Exchange granting or agreeing
to grant (subject to allotment), and not having revoked, listings of, and
permission to deal in the Rights Shares, in nil-paid and fully-paid forms;
(x) the listing of the Existing Shares or new Ordinary Shares as
pursuant to the Restructuring Proposal, as the case may be, not having been
withdrawn, the Existing Shares or Ordinary Shares, as the case may be,
continuing to be traded on the Stock Exchange (save for any temporary
suspensions pending any announcement in connection with the transactions
contemplated under this Agreement) and no indication being received from the
Stock Exchange or the SFC to the effect that the listing of the Existing
Shares or new Ordinary Shares as pursuant to the Restructuring Proposal, as
the case may be, on the Stock Exchange will or may be withdrawn or objected
to (or conditions will or may be attached thereto) as a result of the
completion of any transactions contemplated under the Compromise Agreements,
the Subscription Agreement or the terms of the Underwriting Agreement;
(xi) the compliance with and performance of all the undertakings and
obligations of Marble King in accordance with the terms of the undertakings
of Marble King;
(xii) the compliance with and performance of all the undertakings and
obligations of the Company under the Underwriting Agreement; and
(xiii) the Underwriter having obtained a legal opinion from Cayman
Islands lawyers in respect of the validity, legality and enforceability of
the provisions of the Underwriting Agreement under the laws of the Cayman
Islands in form and substance to the satisfaction of the Underwriter.
The Underwriter may from time to time waive any of the above conditions
(save for condition (iii) with regard to the obtaining of the Creeper
Authorization) by notice to the Company.
Completion
The Rights Issue is conditional upon (i) the completion of the Subscription
Agreement and the Compromise Agreements; (ii) the approval by the
Independent Shareholders of the resolutions to be proposed at the EGM; and
(iii) the completion of the Underwriting Agreement.
Expected timetable
The expected timetable for the Rights Issue is set out below:
2001
Dispatch the circular with notice of the EGM Monday 20 August
Last day of dealings in shares cum-entitlements to the Rights Issue Monday,
3 September
Commence dealings in shares on an ex-entitlements basis Tuesday, 4 September
Latest time for lodging transfers of shares for entitlements to the
Rights Issue 4:00p.m. Wednesday, 5 September
Register of members closed (both dates inclusive) Thursday, 6 September to
Tuesday, 11 September
Latest time for lodging the form of proxy for the EGM 10:00a.m. Sunday, 9
September
Record date for determining entitlements to the Rights Issue Tuesday, 11
September
Expected date of EGM 10:00a.m. Tuesday, 11 September
Dispatch Rights Issue Prospectus Tuesday, 11 September
Announcement on dispatch of Rights Issue Prospectus Tuesday, 11 September
First day of dealings in nil-paid Rights Shares Friday, 14 September
Latest time for splitting nil-paid Rights Shares 4:00p.m. Wednesday, 19
September
Last day of dealings in nil-paid Rights Shares Monday, 24 September
Latest time for acceptance of the Rights Shares and payment 4:00p.m.
Thursday, 27 September
Latest time for force majeure 4:00p.m. Thursday, 4 October
Rights Issue expected to become unconditional Saturday, 6 October
Refund cheques in respect of wholly or partly unsuccessful excess
applications for Rights Shares posted Monday, 8 October
Issue and dispatch of fully-paid Rights Share certificates Monday, 8
October
Announcement of result of acceptance Monday, 8 October
Dealings in Rights Shares commence Thursday, 11 October
Dates or deadlines specified in this announcement for events in the
timetable for (or otherwise in relation to) the Rights Issue are indicative
only and may be exercised or varied by agreement between the Company and the
Underwriter. Any consequential changes to the above timetable will be
notified to the public and the Shareholders accordingly.
The Company and the directors of Marble King have jointly and severally
undertaken to the Stock Exchange that if less than 25 percent of the
Ordinary Shares in issue are held by the public upon Completion and the
Rights Issue, they will take appropriate steps to ensure that the Ordinary
Shares held by the public will not be less than 25 percent.
The Stock Exchange has stated that it will closely monitor trading in the
Ordinary Shares if, upon Completion, less than 25% of the Ordinary Shares in
issue are held by the public. If the Stock Exchange believes that a false
market exists or may exist in the Shares; or there are too few Ordinary
Shares in public hands to maintain an orderly market, then it will consider
exercising its discretion to suspend trading in the Ordinary Shares.
REASONS FOR THE RESTRUCTURING PROPOSAL AND THE RIGHTS ISSUE
The Group is principally engaged in the manufacturing, marketing and
distribution of men's apparel, including leather goods and accessories,
under the Group's brand name in the PRC.
As announced by the board of Directors previously, the Group is experiencing
liquidity problems and has suffered erosion in its net assets. Since then,
the Company has been seeking a capital injection from potential investors to
resolve its financial difficulties.
After extensive negotiations, the Company, Marble King, Stone Church and the
Principal Creditors have reached agreements to the arrangements as provided
in the Restructuring Proposal.
The Restructuring Proposal is considered by the Directors as the best rescue
plan offered to the Company. In the absence of the Restructuring Proposal,
the Group will remain in financial difficulties.
In addition, the Directors consider that the Rights Issue provides an
equitable opportunity for all the Qualifying Shareholders to participate in
the immediate recapitalization of the Company at the time of the
Restructuring Proposal whilst strengthening the Group's capital base and
financial position.
INFORMATION ON MARBLE KING
Marble King is an investment holding company incorporated in the British
Virgin Islands on 31 March 2000 with limited liability and currently
wholly-owned by Mr. Or. It is the intention of Mr. Or that Marble King will
be settled in a discretionary trust, the discretionary objects of which are
Mr. Or and his family members. The existing directors of Marble King are Mr.
Or and Ms. Ng Chi Man.
Mr. Or, aged 50, is the chairman of Polytec Holdings International Limited,
which, together with its subsidiaries, is a private group of companies
principally engaged in garments business (from manufacturing of fabric to
finished garments for export to Europe and the United States of America) and
property development and investment in Hong Kong and Macau. Mr. Or has over
20 years' experience in garment business, property development and
investment in Hong Kong and Macau. Mr. Or also owns 100 percent shareholding
interest in Hantec, a registered broker in Hong Kong. Mr. Or is also a
director of Hantec. Mr. Or beneficially owns approximately 10% shareholding
interest in and is a director of Campanhia de Electricidada de Macau
S.A.R.L., the electricity generation and supply company in Macau.
Ms. Ng Chi Man, aged 49, is the wife of Mr. Or. Ms. Ng is also a director of
Polytec Holdings International Limited and she is responsible for the
general management of Polytec Holdings International Limited.
FUTURE INTENTION
The Group is principally engaged in manufacturing, marketing and
distribution of apparel and accessories in the PRC. It is the intention of
Marble King that following Completion, the principal activities of the Group
will continue.
Marble King believes that given the Group's established distribution network
in the PRC and existing business expertise in the industry, and together
with the connection of Marble King's shareholders, the Group can explore
more business opportunities to restore its profitability and strengthen the
Shareholder's value.
Marble King intends that the Company would increase its efforts and
resources in obtaining distributorship of new products while diversifying
into other business with growth potential.
In this regard, the Company has commenced preliminary discussions and
negotiations with some independent third parties with a view to acquiring
distribution rights for apparel and accessories under several international
brand names in the PRC market.
Albeit the progress of such discussions is encouraging, no agreement has
been reached or finalized with the independent third parties as at the date
of this announcement. Marble King has no present intention to inject assets
into the Company.
In such circumstances, should the internal financial resources of the Group
be insufficient to satisfy its funding requirement at any particular time,
the Group may be required to undertake other fund raising activities,
including equity financing, debt financing and/ or bank borrowings as the
circumstances necessitate.
The Stock Exchange has stated that, if the Company remains a listed company,
any future injections into or disposals by the Company will be subject to
the provisions of the Listing Rules. Pursuant to the Listing Rules, the
Stock Exchange has the discretion to require the Company to issue a circular
to the Shareholders irrespective of the size of the proposed transactions.
The Stock Exchange also has the power, pursuant to the Listing Rules, to
aggregate a series of transactions and any such transactions may, in any
event, result in the Company being treated as a new applicant for listing.
USE OF PROCEEDS OF THE SUBSCRIPTION AND THE RIGHTS ISSUE
The total gross proceeds of the Subscription and the Rights Issue amount to
approximately HK$93,503,724 and will be utilized as follows:
(i) HK$15,292,601 will be paid to Stone Church and the Principal
Creditors as required by the Compromise Agreements;
(ii) not more than HK$5,000,000 will be paid to the Other Creditors as
full and final settlement of the Indebtedness owed to them by the Group; and
(iii) the remaining balance will be used to meet the Group's future
working capital requirements.
The Directors believe that the Group will substantially settle the
Indebtedness owed to its creditors upon Completion and the Rights Issue and
the financial position and capital base of the Group can be enhanced
accordingly thereafter.
MANAGEMENT
The board of Directors now comprises Mr. Yeung Kwok Kwong, Rodney, Mr. Au
Tung Chi, Mr. Wei Cheng Wen, Mr. Au-Yeung Chi Hung, Alex, Mr. Lai Ka Fai,
Mr. Ho Ping, Mr. Conway Anthony Francis Martin, Mr. Siu Leung Yau and Mr.
Liu Kwong Sang.
Marble King intends to nominate one to two executive directors to the board
of the Company. Save as aforesaid, no decision as to the timing of the
appointment of directors has been made and no designated persons have been
identified yet. No decision has been made in relation to the resignation of
existing Directors.
In order to strengthen the management and financial control of the Group,
the Company may appoint additional professional staff with appropriate
qualifications and practical experience.
SHARE PREMIUM CANCELLATION
In addition to the Capital Reorganization previously announced by the
Company in December 2000, the Company proposes to apply the credit arising
from the Share Premium Cancellation of approximately HK$134.6 million as at
30 November 2000 to further set off part of the accumulated losses of the
Company (which amounted to approximately HK$488.6 million as at 30 November
2000).
The Share Premium Cancellation is subject to the approval by the
Shareholders of the relevant resolution to be proposed at the EGM.
SUSPENSION AND RESUMPTION OF TRADING IN SECURITIES
Trading in the Existing Shares was suspended with effect from 10:00 a.m. on
1 August 2001 at the request of the Company. Application has been made to
the Stock Exchange for resumption in trading in the Existing Shares with
effect from 10:00 a.m. on 6 August 2001.
GENERAL
As Marble King is a substantial Shareholder, the entering into of the
Subscription Agreement constitutes a connected transaction for the Company
under the Listing Rules.
In addition, some of the Principal Creditors are non wholly-owned
subsidiaries of the Company and accordingly, the entering into of the
Principal Creditors Compromise Agreement constitutes a connected transaction
for the Company under the Listing Rules.
The Subscription Agreement, the Compromise Agreements, the Whitewash Waiver,
the Creeper Authorization and the Rights Issue are subject to the approval
by the Independent Shareholders at the EGM with Marble King and parties
acting in concert with it abstaining from voting. The Share Premium
Cancellation is subject to the approval by the Shareholders of the
resolution to be proposed at the EGM.
Vickers Ballas has been appointed as the financial adviser to Marble King.
An independent board committee of the Company will be established to
consider the Restructuring Proposal, the Whitewash Waiver, the Creeper
Authorization and the Rights Issue. An independent financial adviser will be
appointed to advise the Independent Shareholders on the terms of the
Restructuring Proposal, the Whitewash Waiver, the Creeper Authorization and
the Rights Issue.
A circular containing, among other things, the details of the Restructuring
Proposal, the Whitewash Wavier, the Creeper Authorization the Rights Issue
and the Share Premium Cancellation, the financial information of the Group,
the advice of the independent financial adviser and the notice of the EGM
will be dispatched to the Shareholders as soon as practicable.
SEAPOWER RESOURCES: Share Price Falls, Trading Volume Rises
-----------------------------------------------------------
Seapower Resources International Limited experienced a decrease in the price
and an increase in trading volume of the shares. However, the company said
that it is not aware of any reasons for such changes save as disclosed in
the announcement dated 21 June 2001 (the Announcement) issued by the
Company.
In a statement, the company said, "We also confirm that, save as disclosed
in the Announcement, 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."
Seapower Resources International Limited posted a net loss of HK$239.054
million for the year 31 March 2001, an increase from the preceding year's
net loss of HK$161.474 million.
Moreover, the Company incurred an operating loss of HK$105.888 million, as
compared to HK$12.735 million in operating losses the previous year. The
loss from operations was made on turnover of HK$201.110 million, down from
the previous year's HK$300,259 million.
According to the auditors' report, the financial statement of the Company
was made on the following:
a) Fundamental uncertainty relating to the going concern basis
The Group's servicing of borrowings from certain financial creditors (the
"Financial Creditors") were not made according to the schedules set by the F
inancial Creditors such that the Group's borrowings from these Financial
Creditors have become due for repayment. As a result, receivers had been
appointed by certain of the Financial Creditors (the "Banking Syndicate") in
respect of two of the Group's three cold storage warehouses (the
"Properties"). Also, one member of the Banking Syndicate had taken action
in connection with their specific security over certain Group assets.
The Group's third cold storage warehouse secured borrowings obtained from
a Financial Creditor which was not a member of the Banking Syndicate. The
Group was dependent upon the continuing support of Financial Creditors with
which the Group was in discussion for the restructuring of the borrowings.
Provided that the Financial Creditors continued to support the Group
until such time as agreement could be reached with the Financial Creditors
for the restructuring of the Group's borrowings, the Directors considered
that the Group would have sufficient financial resources to meet in full its
financial obligations as they fell due for the foreseeable future. The
financial statements had been prepared on a going concern basis, the
validity of which depended upon future funding being available. The
financial statements did not include any
adjustments that might result from the failure to obtain such funding.
b) The evidence of certain items available to the auditors was limited as
follows:
(1) Included in the consolidated income statement was a loss on disposal
of a subsidiary of approximately HK$3 million. However, the auditors were
unable to obtain the sale and purchase agreement or other documentary
evidence in respect of the disposal. Also, full provision has been made in
respect of the balance of the receivable for the disposal of approximately
HK$27 million. Against this background, the auditors were unable to satisfy
themselves as to the validity of the disposal and as to whether the recorded
loss on disposal and the subsequent provision were fairly stated.
(2) Included in the Group's property, plant and machinery as at 31 March
2001 were properties held for development of approximately HK$54 million.
The auditors were unable to obtain sufficient information and explanations
regarding the valuation of the properties under development as at 31 March
2001 to assess whether any provision was required for impairment in value.
VIEW FAN: Winding Up Petition Slated For Hearing
------------------------------------------------
The winding up petition against View Fan Company Limited will be heard
before the High Court of Hong Kong on August 22, 2001. The petition was
filed on June 8, 2001 by The Kwangtung Provincial Bank, Hong Kong Branch
whose principal place of business is situated at 1st to 3rd Floors, Euro
Trade Centre, 13-14 Connaught Road Central, Hong Kong.
=================
I N D O N E S I A
=================
INDAH KIAT: Exchange Asks Bapepam To Conduct Inquiry
----------------------------------------------------
The Jakarta Stock Exchange (JSX) suggests that the Capital Market
Supervisory Agency (Bapepam) investigate the management of troubled company
PT Indah Kiat Tbk with the aim of deciding the reasons underlying the
submissions' delays.
The Exchange's decision to continue the suspensions has been based on
hearing procedures conducted with the companies and on considerations
related to investors' interests.
The JSX has suspended the company's shares trading for 15 (fifteen) days
from July 13, 2001 to July 27, 2001 following the company's failure to
submit their audited reports for year 2000 by the first deadline, i.e. July
12, 2001. Prior to this current notice, the Exchange has also issued two
written warnings to the company.
SAMPOERNA TBK: S&P Upgrades Rupiah Rating To 'B' From 'C'
---------------------------------------------------------
Standard & Poor's Thursday upgraded its local currency rating on Indonesian
cigarette company Hanjaya Mandala Sampoerna Tbk (P.T.) (Sampoerna) to
single-'B' from triple-'C'. The local currency rating outlook remains
positive.
At the same time, the foreign currency rating and the rating on the
guaranteed US$65.9 million notes issued by Sampoerna's wholly owned
subsidiary Sampoerna International Finance Co. B.V. are upgraded to
single-'B'-minus from triple-'C'. The foreign currency rating outlook is
revised to stable from positive.
"In raising the company's ratings above the ratings of the Indonesian
sovereign (local currency single-'B'-minus/Stable/single-'C', foreign
currency triple-'C'-plus/Stable/single-'C'), Standard & Poor's recognizes
the company's impressive business profile and effective financial management
since the Asian crisis, in contrast with the government's debt
restructurings and payment defaults by a number of government enterprises,"
said Paul Coughlin, managing director and head of Standard & Poor's
Corporate & Government Ratings group in Asia.
"Despite its own difficulties, the Indonesian government in recent years has
not sought to impose a debt moratorium or interfere with local companies
accessing the foreign exchange markets to service their foreign currency
obligations."
Sampoerna, the second-biggest cigarette manufacturer in Indonesia, is the
first Indonesian company to ever achieve a corporate credit rating that
exceeds the Indonesian sovereign rating. It is also only the second such
case in Asia, the first being Toyota Motor Corp.
(triple-'A'/Negative/'A-1'-plus) in Japan
(double-'A'-plus/Stable/'A-1'-plus).
Underpinning the ratings are Sampoerna's: -- Strong position in the
Indonesian cigarette market; -- Strong growth in sales volume, attributed to
its strong brand positioning as a premium product; -- Impressive financial
performance in the years following foreign exchange losses incurred during
the Asian financial crisis; and -- Proven ability to continue successful
operations during Indonesia's social and economic upheaval in recent years.
The company's strengths are mitigated by ongoing vulnerability to the
economic, political, operating, and regulatory uncertainties in Indonesia.
Given the vulnerable conditions in Indonesia, some disruption of operations
remains a risk, whether due to raw material shortages, price fluctuations,
tax and price setting policy, labor disputes, or other factors.
Sampoerna managed to boost its national and urban market shares to 20
percent and 31 percent, respectively, in 2000. The positioning of most of
its brands at a premium has resulted in relatively inelastic demand for its
products in contrast to its main competitors who mainly target the mass
market.
"Sales volumes have experienced a robust growth of 20% in 1999 and 22
percent in 2000," said Thomas Doud, director, Standard & Poor's Corporate &
Government Ratings group, Southeast Asia. "The improvement in volume and
market share came despite price increases over the past few years,
management's consistent strategy of premium pricing over its competitors'
products, and the substantial fall in household incomes since the economic
crisis began in 1997."
Although Sampoerna's sales growth has been very strong, increasing 35.3
percent in 2000, substantial profit volatility has risen from gains and
losses on its foreign exchange debt over the period 1997 to 2000.
Nonetheless, with earnings before interest, tax, depreciation and
amortization (EBITDA) of about Rp1.8 trillion in 2000, or about US$188
million, Sampoerna's credit measures are exceptionally strong for a company
in this rating category.
Funds from operations (FFO) to debt at Dec. 31, 2000, were about 27.5
percent, with an EBITDA interest cover of about 5.4 times (x), excluding
gains on debt repurchases. Total debt to total capital stood at 40.2 percent
despite the burden of increased working capital resulting from higher prices
in raw material and, more generally, the inflationary environment.
The refinancing of U.S. dollar liabilities with rupiah debt in 2000 eased
concern regarding foreign exchange exposure, given that Sampoerna's revenue
stream is largely rupiah denominated. Total foreign currency debt as of Dec.
31, 2000, was equivalent to US$76 million, a 71 percent decrease from its
total of US$262 million in the previous year.
Nevertheless, Sampoerna's operating performance is constrained by regulatory
and economic uncertainties in Indonesia. The country's cigarette industry is
heavily regulated by the government, whose control over prices and excise
duty can squeeze profitability.
Given the budget problem the government currently faces, increases in
cigarette minimum stick prices and excise taxes have been made regularly by
the government to raise revenue in the past few years.
High inflation rates in the country also have reduced disposable income of
cigarette consumers, which may limit future growth in the industry.
Further, the illiquid and weak financial markets in Indonesia could threaten
Sampoerna's ability to finance future investments and working capital
requirements. Similarly Sampoerna's ultimate capacity to service foreign
currency debt remains vulnerable to the ongoing weakness of the local
banking system, the availability of foreign exchange, and extremely volatile
exchange rates.
"The positive outlook on the local currency rating reflects the possibility
for further upgrade if the company continues to show a strong operating
performance. Nevertheless, given that revenue generated is predominantly in
rupiah, the volatile exchange rate and sovereign risks more generally
warrant a stable outlook on the foreign currency rating," concluded Mr.
Doud.
Standard & Poor's, a division of the McGraw-Hill Companies, is the leading
provider of objective financial information, credit ratings and risk
analysis that financial decision makers around the world depend on.
Established in 1860, Standard & Poor's is renowned for its intellectual
integrity and analytical strength.
Today, the company employs more than 5,000 professionals located in 40
offices around the globe. In Asia, the Standard & Poor's network consists of
more than 400 professionals, and spans the leading financial centers around
the region.
TWIJI KIMIA: May Undergo Bapepam Inquiry
------------------------------------------
The Jakarta Stock Exchange (JSX) suggests the Capital Market Supervisory
Agency (Bapepam) investigate the management of troubled company PT Tjiwi
Kimia Tbk with the aim of deciding the reasons underlying the submissions'
delays.
The Exchange's decision to continue the suspensions has been based on
hearing procedures conducted with the companies and on considerations
related to investors' interests.
The JSX has suspended the company's shares trading for 15 (fifteen) days
from July 13, 2001 to July 27, 2001 following the company's failure to
submit their audited reports for year 2000 by the first deadline, i.e. July
12, 2001. Prior to this current notice, the Exchange has also issued two
written warnings to the company.
TJIWI KIMIA: S&P Downgrades US$600M Notes To 'D'
------------------------------------------------
Standard & Poor's Thursday lowered its ratings to 'D' from double-'C' on the
US$600 million senior unsecured notes due August 1, 2004, issued by Tjiwi
Kimia Finance Mauritius Ltd. and on the US$200 million senior unsecured
notes due August 1, 2001, issued by Tjiwi Kimia International Finance Co.
B.V. At the same time, the ratings were removed from CreditWatch, where they
were placed on February 7, 2001, and March 2, 2001, respectively.
Both issues are guaranteed by Asia Pulp & Paper Co. Ltd.'s (APP; D/--/--)
operating subsidiary, Pabrik Kertas Tjiwi Kimia Tbk. (P.T.) (Tjiwi Kimia;
D/--/--). Tjiwi Kimia Finance Mauritius and Tjiwi Kimia International
Finance are subsidiaries of Tjiwi Kimia. The corporate credit ratings on
both APP and Tjiwi Kimia remain at 'D'.
The rating actions follow the failure of Tjiwi Kimia to make a scheduled
Aug. 1, 2001, interest payment amounting to US$30 million on the US$600
million note issue, and to make principal and interest payments totaling
US$213.25 million on the US$200 million note issue.
The interest payment on the US$600 million issue is not expected to be made
within the grace period of 30 days as a result of the cessation of APP group
payments of interest and principal on most of its outstanding debt.
Although there is similarly a 30-day grace period for interest payments on
the US$200 million issue, there is no grace period for principal repayment
on that issue, Standard & Poor's said.
=========
J A P A N
=========
DAIEI INC: Ginza Printemps Stake Disposal Likely
------------------------------------------------
Retail giant Daiei Incorporated, which is currently undergoing
rehabilitation, is considering disposing of its stakes in Ginza Printemps,
an affiliated department store to investors through Mizuho Financial Group,
Yomiuri Shimbun reported yesterday.
The plan will be finalized in the company's board of directors meeting, the
report said.
Expected proceeds from sale, involving 20 million shares, will be used to
cut the company's debts by up to Y15 billion. After the sale, Printemps
Ginza would likely pursue its complete separation from the Daiei Group.
Daiei is discussing the possible closure of 30 loss-making stores within the
current financial year as part of its corporate rehabilitation.
MITSUBISHI MOTORS: Says Australian Plant Will Stay
--------------------------------------------------
Mitsubishi Motors Corporation (MMC), amid speculations that its Australian
operations will fold, announced Friday the company will upgrade and redesign
the Magna/Veranda model lineup being produced at the Adelaide plant by
Mitsubishi Motors Australia Ltd, The Japan Times reported Saturday.
Total amount of investment in this project will reach A$70 million, the
report said.
MMC COO Rolf Eckrodt told the Times, "The redesigned Magna and Verada
products will be sensational. The Australian public is going to love them."
This investment, the report notes, signifies MMC's confidence in the
Australian economy and in its Australian unit.
MYCAL CORP: Plans 38-Store Wind Up
----------------------------------
Mycal Corporation, the troubled retail chain operator, has decided to pursue
its rehabilitation plan following its decision to wind up 38 unprofitable
stores within the current financial year ending February 28, 2002, Kyodo
News reported over the weekend.
Originally, the company planned to shut down only 30 outlets.
Yesterday, TCR-AP reported Moody's Investors Service has downgraded Mycal
Corporation's senior unsecured long-term debt ratings and issuer rating to
B2 from Ba3, whose outlook is negative.
SEAGAIA: Receives Rehab Plan Approval
-------------------------------------
The Miyazaki District Court has approved the rehabilitation plan for the
closed Seagaia resort complex, which will likely be re-opened next month,
Kyodo News reported Friday last week.
Last month, Ripplewood Holdings LLC received the approval to take over the
Seagaia resort in Miyazaki Prefecture, after it agreed to buy the resort
complex from its failed operator Phoenix Resort Company for Y16.2 billion.
Seagaia operator Phoenix Resort and its two affiliates filed for court
protection under the corporate rehabilitation law in February, with
liabilities amounting to Y326.1 billion.
=========
K O R E A
=========
DAEWOO ELECTRONICS: Issuing Common Stocks Worth W406.5B
--------------------------------------------------------
Daewoo Electronics issued 81,300,000 common stocks at par value of W5,000 on
August 3, 2001. The expected W406.5 billion return will be used for
operating funds and investment in facilities, Korea Inc reported August 3.
DAEWOO MOTOR: Fate Of Bupyong Plant Still Undecided
----------------------------------------------------
The fate of the Bupyong plant of insolvent automaker Daewoo Motor
Corporation has remained undecided, posing as an obstacle to the completion
of the negotiations for the sale of the company to General Motors (GM), The
Korea Herald reports over the weekend.
According to the report, the Bupyong plant is excluded from GM's takeover
offer, while creditors of Daewoo are pushing for the inclusion of the plant
in the acquisition list.
At present, the fates of about 6,000 workers and hundreds of subcontractors
hinge on the decision regarding the Bupyong plant.
Minister of Finance and Economy Jin Nyum told the Herald Friday, "The
thousands of workers living on the Bupyeong plant should not be forced to
lose their jobs."
In the same light, Korea Development Bank Governor Jung Keun-yong said, "The
liquidation value for the Bupyeong plant is estimated at 2 trillion won,
compared with its existence value of a mere 90 billion won. Nevertheless, it
cannot be closed, due to concerns over massive job losses."
HYUNDAI ENGINEERING: Cuts Liabilities by W3T
--------------------------------------------
Hyundai Engineering and Construction (HDEC) has cut back its liabilities by
as much as three trillion won in the four months since March. The debt
reduction was largely due to creditors' aggressive debt-for-equity swaps and
the company's asset sales, Korea Herald reported Sunday, citing a company
official.
The company's total debt stood at W2.257 trillion as of July's end, a
reduction of W2.910 trillion from W5.167 trillion at the end of March.
"For a company with annual sales hovering at around seven trillion won, a
debt level as we have now cannot be regarded as unbearably high," a company
official said.
The company paid back W84.4 billion in debt in July, including loans it
obtained against future proceeds from apartment sales, maturing bonds and
$15 million borrowed from Cargill Corp of the United States.
HYUNDAI MERCHANT: Self-Rescue Package Announcement Expected
-----------------------------------------------------------
Hyundai Merchant Marine (HMM) is nearing the completion of its self-help
plan targeted at reducing the company's debts by as much as W1 trillion, The
Korea Herald reported over the weekend, citing a creditor bank official.
HMM's Finance Manager Credit Suisse First Boston is preparing the plan
scheduled for announcement this month.
Earlier this year, the company entered into a memorandum of understanding
with creditors to undertake self-rescue programs for the year worth W407.9
billion. The company has already obtained about 73 percent of the amount,
via the disposal of vessels, interests in Hyundai Heavy Industries, and
investments in beneficiary certificates of investment trust companies, the
report said.
* Orientation Scheduled Re New Corporate Restructuring Act
----------------------------------------------------------
After a Saturday meeting at the Federation of Banks Building, the government
has decided to conduct an orientation on the newly enacted Corporate
Restructuring Promotion Act for financial institutions on August 10, 2001,
The Digital Chosun reported Sunday.
In the orientation session, the government is expected to call for a halt on
funding for insolvent companies with debts of at least W50 billion owed to
financial institutions, the report said.
As the government implements the Act, it will review the viability of
insolvent companies under court receivership yearly.
The government will then subject non-viable companies to liquidation.
===============
M A L A Y S I A
===============
BESCORP INDUSTRIES: Holds Meeting For Dissolution Of Units
----------------------------------------------------------
Bescorp Industries Berhad (BIB) announced Thursday the final contributories
meeting for the dissolution of the following subsidiaries of BIB (Special
Administrators Appointed) were held Thursday:
1) Bescorp Development Sdn. Bhd.
2) Bescorp Geosystem Sdn. Bhd.
3) Bescorp Property Sdn. Bhd.
4) Bescorp Technologies Sdn. Bhd.
BRIDGECON HOLDINGS: White Knights Drop Workout Plan
---------------------------------------------------
Bridgecon Holdings Berhad announced Thursday the potential investors
notified its solicitors 1 August 2001 and served a notice on the Special
Administrators of the company regarding their intention to withdraw from the
Proposed Debt Restructuring Scheme (PDRS). The potential investors were
unable to procure the assets for injection under the PDRS.
The company is now exercising their recourse pursuant to the Memorandum of
Understanding entered into between the company and the then-interested
parties 22 March 2001.
The company will be discussing alternative options with the lenders to
restructure the bank borrowings and potential assets for disposal so as to
address and regularize the financial condition of the Company.
Meanwhile, the company will be submitting an application to the Exchange for
an extension of time to comply with PN4 which requires the restructuring
plan to be announced within six months from the first announcement made on
23 February 2001.
Background
The Group is a construction concern and has four main divisions: engineering
and construction; manufacturing; property development and toll expressway
operation. Some of the main construction projects undertaken by the Group
include the Mines Business Parks (KL) and the Bintulu Port Project in
Sarawak. Current on-going projects include the LRT infrastructure works at
Putrajaya.
The manufacturing and supply of ready-mixed concrete division has
consolidated to four batching plants and a fleet of 25 mixer trucks. Two of
the batching plants are located in the Klang Valley and two in Penang.
The Group's property flagship is the "Puteri Indah Condominium" project in
Penang. The toll collections are derived mainly from the highways in China,
namely the FuYang to LuZhu and Guilin City-Liang Jiang highways.
However, in June 1997, the Company via its subsidiary, Presitrans had
disposed of its entire interest in the tolled highway in Fuyang for Rmb61
million cash which is equivalent to RM22.8 million.
In April 1998, via its subsidiary, Amdex Corporation, had also disposed of
its entire interest in the tolled highway in Guilin for Rmb59.5m cash which
approximates RM24.5 million.
On 14 May 1999, the Company announced that it is pursuing and negotiating
with its bankers on its corporate debt restructuring exercise with the
assistance of Corporate Debt Restructuring Committee. Presently, the Company
is still negotiating with its bankers to undertake the corporate debt
restructuring exercise.
Pursuant to a MOU signed on 23 September 1999, the Company entered into a
conditional SPA with Sitt Tatt Bhd on 30 March 2000 to dispose 100 percent
in Bridgecon Pedu Development Sdn Bhd for RM1.766 million cash.
The disposal is in line with the Group's on-going proposed corporate debt
restructuring exercise to strengthen its financial corporate and raise
working capital.
CRIMSON LAND: SC OKs Proposals Completion Extension
---------------------------------------------------
Alliance Merchant Bank Berhad, for and on behalf of the board of directors
of Crimson Land Berhad, announced Thursday that the Securities Commission,
via its letter dated 1 August 2001, has approved the extension of time for
the completion of the proposals below from 8 August 2001 to 8 August 2002.
Crimson made the following proposals:
* Proposed Debt Restructuring;
* Proposed Rights Issue of Shares;
* Proposed Rights Issue of ICULS;
* Proposed Acquisition of Linggi Park; and
* Proposed Special Issue
Background
Crimson was incorporated on 30 March 1974 in Malaysia as Malaysian
Containers (1974) Bhd. On 20 December 1985, the Company changed its name to
MCB Holdings Berhad following the change of its business as a manufacturer
of glass and other types of containers to that of an investment holding
company.
Since 1985, the Company, through acquisitions, has ventured into property
investment and development and manufacturing. During the period from 1977 to
1999, the Company had undertaken a rationalization exercise to streamline
the Group's assets, which involved the divestment of certain subsidiaries
and a substantial interest in a public listed company and the disposal of
its manufacturing concern.
Following the rationalization exercise, the Company changed its name to
Crimson Land Berhad on 25 Nay 2000.
Subsidiary, Crimson Commercial Park Sdn Bhd had in September 1998 launched
Taman Seri Lembahyung located in Shah Alam which comprises 528 units of low
cost flats and 18 units of shop and in January 1999 launched D'aman Crimson
Apartments located in Ara Damansara which comprises 1,068 units of medium
cost apartments and 68 units of shops.
Taman Seri Lembahyung which was scheduled for completion in November 2001
was completed in November 2000, 12 months ahead of schedule, while D'aman
Crimson is targeted for completion in April 2001, about 9 months ahead of
schedule.
On 26 January 2000 the Company announced a proposed corporate exercise
involving rights issues of ordinary shares and loan stocks, acquisition of
Linggi Park Resorts Sdn Bhd, restructuring of RM90 million debts and special
issue to Bumiputera investors.
Following this, on 11 May 2000, the Company announced that subsidiary MCB
Manufacturing Sdn Bhd proposed to acquire 538 acres of land in Kluang, Johor
while the Company proposed to acquire Citraplus Sdn Bhd.
Subsequently, on 9 February 2001, the Company obtained the SC's approval for
the capital raising exercise, acquisition of Linggi Park Resorts, special
issue and debt restructuring exercise. The proposed acquisitions of land in
Kluang and of Citraplus Sdn Bhd were however, rejected.
In April 2000 and August 2000, subsidiary RV Management Sdn Bhd launched
Phase I and Phase II of Taman Krubong Jaya in Malacca, respectively.
Scheduled completion dates are April 2002 and August 2002 respectively.
Another subsidiary, Empire Attraction Sdn Bhd will develop a 26-storey
building comprising 420 units of medium cost apartments and some commercial
space together with 782 units of car parks. The project will be known as
'D'aman Ria' and will be launched in early 2001.
DENKO INDUSTRIAL: Conducts Group Properties Revaluation
-------------------------------------------------------
The board of directors of Denko Industrial Corporation Berhad announced
Thursday the company and its subsidiaries have conducted a revaluation on
Denko Group properties.
The revaluation, which is not subject to the approval of the Securities
Commission, was conducted in line with the company's policy to periodically
review and update the fair market value of the company's assets
The revaluation surplus of RM6,418,539.00 was incorporated in the accounts
and it has increased the NTA of the Group by RM0.15 per share.
The revaluation was carried out by Colliers, Jordan Lee & Jaafar Sdn Bhd.
The date of the revaluation reports is 30 July 2001.
Meanwhile, the company announced Wednesday that its plan to regularize its
financial condition is currently pending implementation. The announcement
was made pursuant to the Practice Note No. 4/2001 in relation to paragraph
8.14 of the Listing Requirements of the KLSE.
The company's plan to regularize its financial condition since the First
Announcement made on 23 February 2001 as required under Section 4.1 (a) has
been approved by the relevant authorities, namely, the Securities Commission
and the Foreign Investment Committee vide their letters dated 16 April 2001
and 23 November 2000 respectively.
Profile
The Denko Group, originally involved in the manufacture and distribution of
packaging materials, also manufactures and distributes plastic pipes as well
as ladies' undergarments. Its packaging factory is situated in the Kulim
Hi-tech Industrial Park, and its products are supplied to MNCs in the audio
and electronics industry in the northern part of Peninsular Malaysia.
The Group is in the process of rationalizing its other businesses and
diversifying from its manufacturing base to that of IT and internet related
activities.
The proposal to invest in IT-based companies under the Xylog Group, was
incorporated into the Group's corporate exercises which include acquisition
of ten condominium units and capital raising exercise via rights issue. The
proposals were submitted to the SC by September 2000.
GUOCERA TILES: RAM Reaffirms Short-Term Rating At P1(bg)
--------------------------------------------------------
Ratings Agency Malaysia (RAM) has reaffirmed the enhanced short-term rating
of P1(bg) for Guocera Tiles Industries Kapar Sdn Bhd's (GTI-Kapar)
Guaranteed Revolving Underwritten Facility ("GRUF"), based on the
unconditional and irrevocable guarantee provided by a consortium of
financial institutions.
The backing of the guarantee enhances the credit risk profile of the GRUF
beyond that of GTI-Kapar's inherent or stand-alone credit risk.
GTI-Kapar, a wholly-owned subsidiary of Hong Leong Industries Bhd (HLI), is
principally involved in the manufacture of mosaics and wall tiles. The
Company is one of the 4 ceramic tile-manufacturing arms of HLI, which holds
a total installed capacity of 26.0 million sq m per annum, thus making HLI
the largest ceramic tile manufacturer in Malaysia.
Mosaic manufacturing is its main revenue generator, constituting 71.9
percent of GTI-Kapar's turnover in the first half of FYE 30 June 2001. All
mosaics and wall tiles produced by GTI-Kapar are marketed under the brand
name of "Ceramiche Guocera".
GTI-Kapar continued to demonstrate a weak financial position in FY 2000 and
1H FY 2001. As at 31 December 2000, its debt level remained high at RM78.8
million while losses incurred in 1H FY 2001 had eroded shareholders' funds
to a negative figure, from a share capital of RM21.0 million in FY 1998.
Heavily indebted and undercapitalized, insufficient cash flow had compelled
GTI-Kapar to rely on advances from HLI to meet loan repayments.
In FY 2000, GTI-Kapar continued to receive financial support, amounting to
RM20.0 million from HLI, via the issuance of preference shares.
Going forward, given that the remaining RM22.7 million of GRUF and its
foreign term loans are due for repayment by December 2001, GTI-Kapar would
require sustained support from HLI to meet its debt obligations.
MEASUREX CORPORATION: Acquires 11M Shares In Goldtron
------------------------------------------------------
Measurex Corporation Berhad (MCB) announced Thursday the acquisition of
10,000,000 ordinary shares of S$0.05 each representing 0.42 percent of the
issued and paid-up share capital of Goldtron Ltd by MCB from the open market
for a cash consideration of S$450,000.00
Further to the announcement dated 26 July 2001, MCB had purchased shares in
Goldtron Limited from 14 April 2001 to 31 July 2001. The following are the
details of the purchase:
1) 10,000,000 shares at S$750,000.00 on 13 April 2001
2) 20,000,000 shares at RM3,138,000.00 on 24 April 2001
3) 10,000,000 shares at RM1,569,000.00 on 14 May 2001
4) 40,000,000 shares at S$1,800,000.00 on 13 July 2001
5) 10,000,000 shares at S$450,000.00 on 24 July 2001
The company had disposed 30,000,000 shares in Goldtron Limited at
S$3,000,000.00 on 29 June 2001, which was announced on 15 May 2001. As at 2
August 2001, MCB held 60,000,000 shares in Goldtron Limited at a total cost
of RM6,231,450.00.
Meanwhile, there is no further development on the status of the MCB's plan
to regularize its financial condition since its announcement on 2 July 2001.
Background
Flagship subsidiary company, Measurex Engineering Pte Ltd (ME), was
incorporated in Singapore in 1986 and commenced operations as a machining
company in 1987. ME started with one production line to manufacture disk
drive base plates. ME manufactured only base plates and these were all
supplied to Tandon SP (Pte) Ltd, which was one of the leaders in the hard
disk drive (HDD) industry at that time.
In an effort to expand its customer base, ME sourced for new clients and
Seagate became a customer in 1988.
ME subsequently shifted from manufacturing base plates to manufacturing
actuator arms. The switch to a more complex product line with lower
competition enabled ME to increase its profits. The manufacture of actuator
arms continues to be the Group's primary activity to this day.
Owing to the higher operating cost in Singapore, ME took the strategic step
of setting up its manufacturing facilities overseas. Measurex Engineering
(M) Sdn Bhd (MM) and Techform Die-cast (M) Sdn Bhd (TDC) were incorporated
in Malaysia in 1991 and 1992 respectively to take advantage of the lower
production cost as well as the pioneer status which was conferred on MM for
five years effective 1 July 1991.
TDC commenced operations in 1995 when it took over the die-casting
operations of MM. MM's principal activities subsequent to the transfer are
the manufacture of moulds, jigs and fixtures and precision machining.
In 1999, the Company reduced its holding foreign equities by undertaking a
restructuring exercise, which led to the disposal of 49 percent equity in
its non-Malaysian subsidiary company. The said exercise was completed in
February 2000.
NCK CORP: Court Dismisses Application For Interim Injunction
------------------------------------------------------------
Archer Corporate Services Sdn Bhd, on behalf of NCK Corporation Berhad
(Special Administrators Appointed) revealed Thursday the outcome of the
Kuala Lumpur High Court Suit No. D2-22-26-1998 which was received from
solicitor Messrs S N Yap & Assoicates on 2 August 2001.
On 7 January 1998, a claim was made against Perumahan NCK Sdn Bhd (PNCK), a
subsidiary of NCK Corporation Berhad (Special Administrators Appointed) by
Sineo Enterprise Sdn Bhd calling for PNCK Performance Bond of RM6.2 million
from Arab Malaysian Merchant Bank Berhad in respect of the alleged default
in the construction of "6 Aras Tempat Membeli-belah Komersial, 20 Tingkat
Hotel, 2 Blok 13 Tingkat Rumah Pangsapuri."
(The Claim has been disclosed in the Quarterly Results of the Group and the
Company for the financial quarter ended 31 March 2001).
Subsequent to the interim injunction granted 8 January 1998, the Court had
dismissed the further application for interim injunction with cost on 31
July 2001. The Grounds of Judgment has yet to be received from the Court.
The dismissal of the application would effectively mean that Sineo
Enterprise Sdn Bhd would be at liberty to call upon the Performance Bond.
The above claim will not have any material financial and operational impact
on NCK Group of Companies.
The Company shall seek their solicitor's advise on the possibilities of the
appeal against the Court's decision.
PANCARAN IKRAB: Freehold Land for Sale At RM1.71M
-------------------------------------------------
In a reply to the Kuala Lumpur Stock Exchange's query dated 31 July 2001 on
its proposed freehold land disposal, Pancaran Ikrab Berhad said Thursday:
1. Both the Land and the Building erected on the Land were originally
acquired on 16 December 1994 for a total amount RM1,430,000.00; and
2. The Proposed Disposal will be completed within an estimated time frame
of three (3) months from the conditional Sales and Purchase Agreement dated
13 July 2001.
The freehold land to be disposed off is under H.S.(D) 116939, P.T. 6075
Mukim Sungai Buloh, Daerah Petaling Negeri Selangor together with a
three-and-a-half story shop office erected thereon and currently bearing a
postal address of No. 8, Jalan SS21/39, Damansara Utama 47400 Petaling Jaya,
Selangor Darul Ehsan, by RC Consultancy Sdn Bhd, a wholly-owned subsidiary
company of PIB, to DOE Industries Sdn Bhd for a total cash consideration of
RM1.71 million.
Meanwhile, further to its announcement dated 27 July 2001, PIB announced the
Securities Commission has, via its letter dated 1 August 2001, approved its
26 July 2001 application for a further extension, until 31 August 2001, for
the company to revert to the SC with certain revisions to the Proposed
Restructuring Scheme.
Background
The Company (PIB) is principally an investment holding and management
company. PIB's subsidiaries, namely, Syarikat Pembinaan Beng Teck Sdn Bhd,
RC Consultancy Sdn Bhd (RCC), Handal Saujana Sdn Bhd and the Powerdrive
Group are involved in construction, development, construction and
development consultancy services, and industrial fastening solutions
business.
Currently, the PIB Group is undergoing a restructuring scheme with the
primary objective of resuscitating the financial and operational ability of
the Group.
The scheme involves, among others, capital reduction, scheme of compromise
with selected creditors, acquisition of Promenade Hotel Sdn Bhd and transfer
of PIB's listing status to a new company to be named Promenade Consolidated
Bhd.
Upon completion of the restructuring, hotel operations will emerge as one of
the Group's main activities in addition to construction.
PROJEK LEBUHRAYA: RAM Reaffirms A3(s) Ratings For Bonds
-------------------------------------------------------
Ratings Agency Malaysia (RAM) has reaffirmed the structured rating of A3(s)
for both the RM15.9 billion nominal value Projek Lebuhraya Utara-Selatan
Berhad (PLUS) Bonds and RM2.2 billion nominal value Redeemable Convertible
Bonds (RCB), and the structured rating of A2(s) for the RM1.0 billion EPF
Serial Bonds.
Although the Government has announced plans to privatize PLUS's listed
parent company, United Engineers (M) Berhad (UEM), in an effort to
restructure the large debts of the Renong Berhad and UEM group of companies,
no concrete debt-restructuring plan has thus far been put forth to RAM.
Given the complexity of the issue, the details and time frame for the
completion of any debt-restructuring exercise would be difficult to
ascertain at this juncture. Nevertheless, the ratings assigned to PLUS will
be re-assessed immediately upon the finalization of any debt-restructuring
plan.
Meanwhile, there has not been any change to PLUS's business profile since
the last rating review. PLUS operates the North-South Expressway, the New
Klang Valley Expressway and the Federal Highway Route Two between Subang and
Klang (collectively known as "the expressways").
Traffic volume on the expressways continue to grow and PLUS is well on
target to achieve the projected traffic volume of 10,552 million PCU-km for
2001. Although the scheduled maturity of the RM15.9 billion PLUS Bonds in
2006 may put a strain on PLUS's cash flow, RAM believes that PLUS's robust
cash-generating ability would facilitate refinancing of the Bonds, if such a
need arises.
Operationally, PLUS has been generating net cash of around RM800-RM900
million annually. RAM expects a further increase in PLUS' operating cash
flow by 2002, in line with the anticipated 33 percent increase in toll
rates.
By 2006, PLUS would have 24 years of remaining concession life and there is
still considerable value attached to the concession.
SEAL INCORPORATED: SC OKs Shares Placement Extension
----------------------------------------------------
The Securities Commission (SC), via its letter dated 1 August 2001, has
approved Seal Incorporated Berhad's (SIB) 4 July 2001 application to extend
to 22 January 2002 the implementation of its proposed placement of up to
11,214,000 new ordinary shares of RM1.00 each representing up to 10 percent
of the company's existing issued and paid-up share capital.
The application for extension was made in view of the declining and
currently low SIB share price. The board of directors believed that on the
extended date the share price and the general market condition should have
improved to facilitate the implementation of the proposed placement.
Background
Originally mainly involved in the extraction of logs and the manufacture of
plywood, Seal subsequently added the manufacture of technical plywood to its
activities.
In 1996, the Company branched into property investment, its main property
assets being Selayang Mall and Bukit Maluri Industrial Complex in Kuala
Lumpur. Seal is currently involved only in property investment while
subsidiary Great Eastern Mills Berhad has temporary ceased manufacture of
plywood. All other subsidiaries within the Group have also ceased their
timber-based operations.
The Company is currently undertaking various measures to restructure its
businesses. It proposes undertaking a corporate exercise which includes the
possibility of divesting certain assets, negotiating with financial
institutions to re-schedule the repayment of borrowings, and raising funds
to significantly mitigate the Group's cash flow constraints.
Presently, Seal's main source of income is generated from rental received
from its investment properties. To complement its property investment
business, the Company plans to embark on some property development projects.
UNITED ENGINEERS: CIMB Securities Acquires Shares
-------------------------------------------------
Commerce International Merchant Bankers Berhad (CIMB) announced
Thursday that CIMB Securities Sdn. Bhd., a wholly-owned subsidiary of CIMB,
on 1 August 2001 acquired 16,000 shares in United Engineers (Malaysia)
Berhad (UEM) at RM4.14 per share.
The Company (UEM) is one of the largest civil engineering, construction and
design groups in the country. The Group's core businesses comprise
expressway operations, project management, cement manufacturing, transport
and trading, property development, pharmaceutical and diagnostic services,
and engineering and construction.
It presently has direct and indirect interest in five listed companies:
Kinta Kellas Plc, Cement Industries of Malaysia Bhd, Ho Hup Construction
Company Bhd, Projek Penyelenggaraan Lebuhraya Bhd and Renong Bhd.
UEM was incorporated to take over the Malaysian activities of United
Engineers (Singapore) Pte Ltd (UES), a wholly owned subsidiary of United
Engineers Ltd (UEL).
Major projects completed by the Group are the North-South Expressway,
North-South Expressway Central Link, Malaysia-Singapore Second Crossing and
Section 1 and Section 2 of the Light Rail Transit System 2.
In 1999, UEM completed a debt restructuring exercise involving the issue of
RM8.4 billion worth of 7-year, zero coupon bonds, by Projek Lebuhraya
Utara-Selatan Bhd (PLUS). The proceeds were used to settle the commercial
debts of UEM and Renong Bhd.
The debt problems of subsidiary, Linkedua (Malaysia) Bhd, were addressed via
another issue by PLUS of RM900 million worth of bonds to subsidiary Hartanah
Lintasan Kedua Sdn Bhd (Hartanah). Hartanah will in turn issue up to RM900
million bonds to commercial lenders of Linkedua.
In consideration of this, Linkedua will assume RM900 million of PLUS's
existing government loan. The scheme has been presented to the government
for approval.
Subsequent to aborting the proposed debt restructuring scheme subsidiary
Expressway Lingkaran Tengah Sdn Bhd (ELITE) has begun work to put in place a
new refinancing scheme under the Corporate Debt Restructuring Committee.
Approval of lenders is pending. The scheme entails the conversion of
existing facilities amounting to RM1.038 billion into serial bonds.
UEM was also successful in its bid to acquire 45 percent in Intria Bhd which
owns the concessionaire for the Penang toll bridge, Penang Bridge Sdn Bhd.
The Company expects the acquisition from the remaining 24.66 percent in
addition to the 19.99 percent acquired in June 2000 to be completed in
December 2000.
Currently, UEM is in the process of injecting two other subsidiaries, namely
ELITE and Kualiti Alam Sdn Bhd (KA) into a company to be listed on KLSE.
In March 2000, Renong and the Company announced they have appointed Merrill
Lynch (Singapore) Pte Ltd (Merrill) as financial advisers to assist both
companies to reduce debt through the disposal of assets. Sale proceeds will
be used to offset Renong's and UEM's respective debts to PLUS by repaying a
large portion of the 7-year zero coupon PLUS bonds issued in 1999.
In November 2000, the Company made an offer to Renong Bhd to acquire amongst
others Renong's investments in Crest Petroleum Bhd, TIME Engineering Bhd,
Park May Bhd, Faber Group Bhd, Commerce Asset Holding Bhd, Camerlin Group
Bhd, and PUTRA, for RM6.7 billion.
The acquisitions are to be satisfied by the issuance of new shares, ICULS as
well as by UEM resuming Renong's SPV bond issued to PLUS. UEM will
subsequently embark on the disposal of a substantial part of the acquired
assets.
=====================
P H I L I P P I N E S
=====================
RFM CORP: Shifting Focus To Food Business
-----------------------------------------
RFM Corporation is going to focus on its food business, once it completes
the sale of its stake next month in its softdrink unit Cosmos Bottling
Corporation (CBC) to San Miguel Corporation (SMC), Business World reported
Monday. RFM is currently firming up its deal with SMC.
Under this plan, the debt-saddled company will return other softdrink
brands, such as RC Cola, Jolt Cola and Sunkist, which are not covered in the
Cosmos sale, to their respective owners, the report said.
RFM currently owns 83.2 percent stake in CBC.
=================
S I N G A P O R E
=================
ACMA LIMITED: Seeking Court Approval For Shares Issue
-----------------------------------------------------
In relation to the company's proposed Rights Issue, Acma Limited (the
Company) announced that the Company has filed Originating Summons No. 601102
of 2001 in the High Court of Singapore (the Court). The Summons is in
respect to the application to obtain the Court's confirmation for the
Company to issue the Rights Shares at a discount to the par value of the
shares in the Company pursuant to Section 68 of the Companies Act (Chapter
50).
FHTK HOLDINGS: Debt Workout Revision Accepted
----------------------------------------------------------
FHTK Holdings Limited announced last week it had, with the assistance and
advice of its financial adviser Arthur Andersen Associates (S) Pte Ltd,
entered into an extension and amendment agreement (the EAA) with the
Creditor Banks on 31 July 2001. The amendment details the plan to extend,
amend and restate the restructuring agreement (the Restructuring Agreement)
dated 23 October 2000.
Key terms of the EAA include, inter alia, the following:
1. Extension of the expiry date of the Restructuring Agreement to 31
August 2001.
2. Inclusion of Fook Yong Pte Ltd (Fook Yong), a wholly-owned subsidiary
of the Company, and its indebtedness to the Banks in the debt restructuring
of the Company. Fook Yong shall issue to the Company one (1) ordinary share
of par value S$1.00 (valued at S$3.20 each by the Company) each in the
capital of Fook Yong for every multiple of S$3.20 of Fook Yong indebtedness
owed to such Bank;
3. Recording of the Banks' consent to the Company's proposed Capital
Reduction Exercise, details of which are set out in the Company's earlier
announcement of 30 April 2001; and
4. In addition to the call option granted to certain Shareholders by the
Banks in respect of 70 percent of the total amount of Conversion Ordinary
Shares to be issued, the grant of pre-emption rights to the same
Shareholders in respect of the remaining 30 percent of the total amount of
Conversion Ordinary Shares in the event of a committed offer from a
potential investor for not less than 10 percent of the total amount of
Conversion Ordinary Shares at a certain minimum price.
In addition, on 31 July 2001 the Company received in-principle approval from
the Singapore Exchange Securities Trading Limited (SGX-ST) on the
application for the dealing in, and quotation of the Company's shares as
follows:
(a) Contingent upon the completion of the Capital Reduction Exercise,
657,874,242 ordinary shares of S$0.05 each in the capital of the Company
(the Restructured Ordinary Shares); and
(b) Up to 570,771,000 Conversion Ordinary Shares as follows:
(i) Contingent upon the completion of the Capital Reduction Exercise,
up to 570,771,000 Restructured Conversion Ordinary Shares;
(ii) If the Capital Reduction Exercise is not completed, up to
570,771,000 ordinary shares of S$0.20 each in the capital of the Company,
such Conversion Ordinary Shares to rank pari passu in all respects with, and
carry rights similar to, the existing ordinary shares (or Restructured
Ordinary Shares, as the case may be) upon their issue.
In-principle approval in respect of the issue of Restructured Ordinary
Shares is subject to the approval of the Capital Reduction Exercise by
Shareholders and confirmation by the High Court of the Republic of
Singapore.
In-principle approval in respect of the issue of Conversion Ordinary Shares
is subject to approval by Shareholders and compliance with the continuing
shareholding spread requirements as set out in the SGX-ST Listing Manual.
The in-principle approval by the SGX-ST is not an indication of the merits
of the Capital Restructuring Exercise and the Debt Restructuring Plan.
The Company will call for an Extraordinary General Meeting to obtain
Shareholders' approval for the Capital Reduction Exercise and the Debt
Restructuring Plan. A Shareholders' Circular to explain the terms of the
Capital Reduction Exercise and the Debt Restructuring Plan will be
disseminated to Shareholders shortly.
GOLDTRON LIMITED: Units Sells Stake In Magnequench
--------------------------------------------------
Goldtron Limited (the Company) stated Dynamar Holdings Pte Ltd (Dynamar), a
subsidiary of the Company, has disposed of its 50 percent equity interest in
an associated company Magnequench Singapore Pte Ltd to the remaining
shareholder Magnequench UG, Inc. for a consideration of US$750,000, on an
arm's length basis.
The transaction was achieved by delivery of the resignation letters of
Dynamar's nominee directors on 3 August 2001.
The disposal does not have a material impact on the consolidated net
tangible assets of the Company or the earnings per share of the Company for
the current financial year.
HO WAH GENTING: Completes Sale Of Unit's Assets
-----------------------------------------------
Ho Wah Genting International Limited (the Company) announced the proposed
sale by Horiguchi Engineering (Singapore) Pte Ltd, a wholly owned subsidiary
of the Company, of its machinery & equipment which was announced 20 July
2001 was completed 30 July 2001.
KIAN ANN: Enters Members' Voluntary Liquidation
-----------------------------------------------
Kian Ann Engineering Ltd (the Company) announced last week that its
subsidiary, Kian Ann Property Development Co (Pte) Ltd (KAP) has been placed
in a members' voluntary liquidation.
The liquidation of KAP is not expected to have any material impact on the
consolidated net tangible assets or earnings per share of the Company for
the financial year ending 30 June 2002.
L&M GROUP: Continues Talks With Creditors Re Debt Workout
---------------------------------------------------------
The Company wishes to announce the Directors are of the view that there are
reasonable grounds for the Company and its subsidiaries (the L&M Group) to
continue as a going concern.
The Company is currently in discussion with the creditor bank regarding
restructuring the bank facilities.
L&M GROUP: Explains PMM Shares Acquisition
------------------------------------------
Further to the announcement made by L&M Group Investments Ltd (the Company)
on the 30 July 2001 regarding the acquisition of shares in PT Petroinsana
Mitra Mandiri (PMM), the Company wishes to give notice that the aggregate
value of the consideration of US$923,000.00 was derived based on an agreed
discounted rate of 30 percent for the cumulative projected profit of US$9
million to be received by PMM over the next 6 years.
The acquisition will not have any material impact on the net tangible asset
per share of the Company but the loss per share will be reduced from 15.87
cents to approximately 14.50 cents had the acquisition been effected on 31
December 2000, the last day of the last audited balance sheet.
There are no put, call or other options attached to the transaction save for
the option to be granted in respect of Project 2 as announced.
Project 2 is expected to generate an estimated profit of US$70 million in
the next ten years. The terms and conditions for the option to be granted in
respect of Project 2 will be negotiated shortly.
===============
T H A I L A N D
===============
COGENERATION PUBLIC: Sells Stake To Tractebel
---------------------------------------------
The Cogeneration Public Company Limited, which is currently undertaking
restructuring exercises, on July 27 disposed of 633,608,646.00 shares
representing 52.6035 percent of total number of shares, to Tractebel
(Thailand) Limited (formerly "Sithe Pacific Holdings Limited), c/o Johan De
Saeger 21 Floor, Ramkhamhaeng Road Suanluand, Bangkok
10250 (Tel. 717-2232-6).
Meanwhile, the Head Office of the Company and its subsidiaries will be
relocated on August 15 from its current address at 1550 Grand Amarin Tower,
29th Floor, New Petchburi Road, Makkasan, Rachatevee, Bangkok to the new
address at:
Empire Tower, 38th Floor - Park Wing
195 South Sathorn Road
Yannawa, Sathorn
Bangkok 10120
Tel. 66 02 - 670 - 1500 - 33
Facsimile 66 02 - 670-1548-9
SIAM STEEL: Reorg Petition Filed With Bankruptcy Court
------------------------------------------------------
The petition for business reorganization of furniture maker Siam Steel
International Public Company Limited (the Debtor) was filed with the Central
Bankruptcy Court:
Black Case Number Phor. 3/2542
Red Case Number Phor. 6/2542
Petitioner: Hongkong and Sianghai Banking Corporation Bank
Planner: South Sathorn Planner Company Limited
Debts Owed to the Petitioning Creditor: Bt2,922,311,000
Date of Court Acceptance of the Petition: July 19,1999
Court Order for Business Reorganization and Appointment of Planner: August
16, 1999
The creditors' meeting for the plan consideration was held at 9.30 a.m. on
March 29, 2000 at Bangkok-Insurance Building, 11th floor , South Sathorn
Road
Adjourned date for the creditors' meeting for the plan consideration: April
5, 2000 at 9.30 AM at Bangkok-Insurance Building, 11th floor , South Sathorn
Road
The creditors' meeting passed a special resolution accepted the amended
plan: April 5, 2000
Court issued an order accepting the Business Reorganization Plan: May 11,
2000
Contact: Ms. Poonsiri, Tel. 6792511
S U B S C R I P T I O N I N F O R M A T I O N
Troubled Company Reporter -- Asia Pacific is a daily newsletter co-published
by Bankruptcy Creditors' Service, Inc., Trenton, NJ USA, and Beard Group,
Inc., Washington, DC USA. Lyndsey Resnick, Ronald Villavelez, Maria Vyrna
Ni¤eza, Editors.
Copyright 2000. All rights reserved. ISSN: 1520-9482.
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