/raid1/www/Hosts/bankrupt/TCRAP_Public/010827.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
Monday, August 27, 2001, Vol. 4, No. 167
Headlines
A U S T R A L I A
BEACONSFIELD GOLD: Posts Fourth Quarter Activities Report
CABLE & WIRELESS: State Dept Says Export License Unnecessary
CABLE & WIRELESS: Singtel Increases Stake
DAVNET LIMITED: Chief Executive Officer Resigns
DENEHURST LIMITED: Posts Case Profile
LIFESTYLE PROPERTY: Director Faces ASIC Charges
OPTECOM LIMITED: Ambri Acquisition Moves Ahead
STEWART ENTERPRISES: Sells Australian Operations To Cut Debt
C H I N A & H O N G K O N G
ALWAYSUCCESS LIMITED: Petition To Wind Up Set
BON FORTUNE: Winding Up Petition Slated For Hearing
KIN DON: Makes Revision On Losses Posted On Circular
MANDARIN RESOURCES: Statement Of Indebtedness Submitted
MAYLAND LIMITED: Hearing Of Winding Up Petition Set
MING FENG: Winding Up Petition Pending
PACIFIC CENTURY: Withdraws Call Warrants Listing
I N D O N E S I A
CHANDRA ASRI: Restructuring Scheme Not Fair, Says IBRA
MANUFACTURERS LIFE: Court Rejects Bankruptcy Lawsuit
J A P A N
DAIEI INC: Marubeni Corp Increases Unit Stakes
SANSUI ELECTRIC: Pretax Loss To Be Worse Than Expected
TOKYO SHOGIN: Settled Dues Before Bankruptcy
K O R E A
DAEWOO SHIPBUILDING: KDB Ends Debt Workout Program
HYNIX SEMICON: KEB Asks For 3-Yr Rollover Of W1.2T Bonds
HYUNDAI GROUP: Government Signs W2T MOU With Consortium
HYUNDAI MOTOR: To Build Cars In Russia With Doninvest
ORION ELECTRIC: Creditors Seize Assets, W42.89B In Deposits
M A L A Y S I A
ABRAR CORPORATION: Director Rahmat Raises Stake In Subsidiary
AUTOWAYS HOLDINGS: Additional Info On MOU With Selayang Budi
AVENUE ASSETS: Aroma To Facilitate Proposed Debt Equity Swap
BRIDGECON HOLDINGS: Extension Application Pending
CHG INDUSTRIES: Enters Disposal Agreement With EBSB
EMICO HOLDINGS: Issues Shares To Enhance Proposed Debt Scheme
ISUTA HOLDINGS: EGM To Be Held September 17
MBF HOLDINGS: Unit Enters Shares Sale Agreement
PAN MALAYSIA: Unit Under Receivership Dissolved
TIME ENGINEERING: Stages Shares Disposal To Boost Capital
P H I L I P P I N E S
COSMOS BOTTLING: RFM Tags Syjuco's Suit as "Nuisance"
MUSIC CORP: Merel Investments To Buy 25M Shares
NATIONAL POWER: Govt Nixes $400 Million Fresh Loans Offer
S I N G A P O R E
L&M GROUP: Siwani Shareholders OK Issue Of 720M Shares
NATSTEEL LTD: Incurs S$123.181M Loss For 6 Mos Ended June 30
T H A I L A N D
NAKORNTHAI STRIP: Court Postpones Rehab Plan Consideration
NAWARAT PATANAKARN: Petition For Reorganization Filed In Court
QUALITY HOUSES: Appoints New Director, Audit Committee
THAI PETRCHEMICAL: Bankruptcy Court Approves Unit's Debt Plan
SANYO UNIVERSAL: Creditors Reject Two Bidders
SANYO UNIVERSAL: Resolves To Delist From SET
- - - - - - - -
=================
A U S T R A L I A
=================
BEACONSFIELD GOLD: Posts Fourth Quarter Activities Report
---------------------------------------------------------
Beaconsfield Gold NL posted this fourth quarter activities
report:
BEACONSFIELD MINE JOINT VENTURE (Beaconsfield Gold Total
Beneficial Interest 61.7%)
During April 2001, the treatment plant was able to achieve
throughput approaching that contemplated in the original design
for the bacterial oxidation plant. However, a further mechanical
failure occurred with one of the tank agitators during May,
which again constrained throughput and affected gold recovery.
Gold production was also adversely affected by lower than
budgeted gold grades in May and June.
Production results and direct operating costs for the operation
to the end of the quarter are set out below:
QUARTER ENDING ORE ORE HEAD GOLD GOLD TOTAL DIRECT
MINED MILLED GRADE MILLED RECOV GOLD
OPERATING (t) (t) (g/t) (oz) (%) PRODN COSTS
(1) (2) (oz) (A$/OZ)
1999 Sept 17,470 7,343 10.8 2,550 N/A 451 N/A
1999 Dec 28,684 30,986 12.3 12,254 69.4 8,501 821
2000 March 34,015 51,103 12.9 21,195 66.4 14,083 560
2000 June 44,159 49,699 13.3 21,252 69.4 14,754 586
2000 Sept 51,185 51,987 12.3 20,558 83.0 17,062 499
2000 Dec 51,790 50,107 16.0 25,776 71.4 18,406 446
2001 March 46,689 45,899 13.9 20,512 88.9 18,245 430
2001 June 55,007 53,503 12.9 22,190 83.9 18,620 481
1. Mill reconciled head grade.
2. Gold recovery excluding changes in gold in circuit.
Gold production, based on the refinery final outturns, is
summarized below. As can be seen from the quarterly results, the
budgeted ramp-up in bacterial oxidation gold production has not
yet occurred on a consistent basis due to the extended
commissioning problems.
QUARTER ENDING GRAVITY BACTERIAL TOTAL GOLD TOTAL
PERCENTAGE
PRODUCTION OXIDATION PRODUCTION GOLD OF 100,000
(OUNCES) PRODUCTION (OUNCES) PRODUCTION OUNCES
PER
(OUNCES) (OUNCES/DAY) YEAR RATE
1999 September 451 0 451 N/A 2%
1999 December 5,416 3,085 8,501 92 34%
2000 March 8,962 5,121 14,083 155 56%
2000 June 7,736 7,018 14,754 162 59%
2000 Sept 7,055 10,007 17,062 185 68%
2000 December 8,098 10,308 18,406 200 74%
2001 March 5,296 12,494 18,245 203 73%
2001 June 6,077 12,543 18,620 205 74%
CASH FLOW FROM OPERATIONS
Beaconsfield Gold's 48.49 percent direct share of net operating
cash flow from the mine to the end of the quarter is estimated
as follows:
QUARTER TOTAL TOTAL AV. TOTAL TOW 48.49%
ENDING GOLD SITE GOLD GOLD NET CASH NET CASH
PRODN. COSTS PRICE REVENUE FLOW FLOW
(OZ) (M*) (A$/OZ) (M*) (M*) (M*)
(1) (2) (3)
1999 Dec 8,501 10.286 451 3.834 -6.452 -3.129
2000 March 14,083 10.589 462 6.506 -4.083 -1.980
2000 June 14,754 10.746 477 7.038 -3.708 -1.798
2000 Sept 17,062 10.838 480 8.190 -2.648 -1.284
2000 Dec 18,406 9.613 505 9.295 -0.318 -0.154
2001 Mar 18,245 9.356 496 9.050 -0.306 -0.149
2001 June 18,620 10.626 514 9.571 -1.055 -0.512
* Millions
1. Operating costs plus capital costs.
2. Spot gold price weighted by Beaconsfield Gold gold shipments.
3. Beaconsfield Gold net cash flow before gold hedging gains,
Tasmanian state royalty, corporate overheads and interest
payments on BankWest debt facilities.
Beaconsfield Gold's cash flow from operations (gold revenue less
cash calls) in the quarter was significantly below budget, which
was unexpected following the improved operating performance at
the start of the quarter in April. Further mechanical failure
with one of the agitators in the bacterial oxidation plant in
May and lower than budgeted head grade from the mine for the
quarter resulted in the additional cash flow pressures.
The impact on the company of the drop-off in performance after
April can be gauged from the following. If the performance in
April had been maintained in May and June, Beaconsfield Gold's
net cash flow from operations for the quarter would have been
approximately positive $1.0 million instead of approximately
negative $0.5 million, or some $1.5 million better.
GOLD HEDGING
During the quarter, Beaconsfield Gold delivered 8,228 ounces of
gold into the flat forwards so that, at 31 March 2001, the hedge
book consisted of 161,552 ounces of flat forwards and 8,000
ounces as a long term forward.
The flat forwards, for which the date of delivery or close out
is flexible, cover the period to June 2004 at an average gold
price of approximately A$565 per ounce gross or A$537 per ounce
net after arrangement and 1.5 percent per annum gold leasing
costs. The long term forward has a delivery date of July 2004
and an average gold price after arrangement and 1.5 percent per
annum gold leasing costs of approximately A$486 per ounce.
Beaconsfield Gold's average gold leasing cost for the quarter
was above the assumed 1.5 percent per annum rate and the average
net gold price received was A$531 per ounce, A$17 per ounce
greater than the shipment weighted average spot price for the
quarter of A$514 per ounce.
Total treasury gains raised from the hedge book for the quarter
were $0.2 million and total gold hedging gains crystallized
since the inception of the hedge book up to 30 June 2001 were
$5.6 million.
By 30 June 2001, with the spot price of gold at A$532 per ounce,
the approximate market to market value of the company's hedge
book was negative A$5.1 million.
BANKWEST DEBT FACILITIES
At the start of the quarter, Beaconsfield Gold had a balance of
$27.75 million outstanding with the BankWest project loan plus a
$4.5 million convertible note with BankWest.
WEEK COMMENCING 21 MAY 2001
Beaconsfield Gold was due to pay approximately $1.3 million in
interest (six monthly payment) to BankWest by 25 May 2001. Due
to poor gold production receipts during May from the company's
share of the Beaconsfield Mine Joint Venture (BMJV),
Beaconsfield Gold was only able to pay approximately $0.75
million, leaving approximately $0.55 million outstanding.
WEEK COMMENCING 28 MAY 2001
Beaconsfield Gold put forward another proposal to merge Allstate
and Beaconsfield Gold. In the proposal, Beaconsfield Gold was to
make an agreed scrip takeover offer for Allstate to move to 100
percent ownership of the Beaconsfield mine, and the bankers to
the two companies were to jointly syndicate the debt facilities
with the new Beaconsfield Gold.
On 1 June 2001, Beaconsfield Gold paid a further $50,000 to
BankWest towards the outstanding interest bill, reducing it to
approximately $0.5 million.
WEEK COMMENCING 4 JUNE 2001
Beaconsfield Gold was brought up to date on the activities and
financial position of the BMJV by the manager, Allstate, at a
BMJV committee meeting on 7 June 2001.
On 8 June 2001, the directors of Allstate announced that
Allstate was being placed in voluntary administration.
WEEK COMMENCING 11 JUNE 2001
The administrator of Allstate assumed management of the BMJV and
issued a cash call under the Joint Venture that was due for
payment on 6 July 2001.
Beaconsfield Gold reviewed its cash position going forward and
proposed to BankWest that Beaconsfield Gold shareholders be
asked to participate in a non-renounceable rights issue.
WEEK COMMENCING 18 JUNE 2001
BankWest served notices of default and demand for outstanding
monies under the BankWest facilities on the Beaconsfield Gold
group companies. If payment was not made in accordance with the
notices or Beaconsfield Gold indicated that it could not repay
the amount owing to the bank, the bank's intention was to
appoint a receiver to Beaconsfield Gold.
Beaconsfield Gold proposed to BankWest that, in addition to a
rights issue, Beaconsfield Gold seek sufficient loan funds from
third parties by 6 July 2001 to stabilize the company's position
in the BMJV and to repay the outstanding interest owed to
BankWest.
APPOINTMENT OF RECEIVER AND MANAGER
On 25 June 2001, BankWest appointed Garry Trevor of Ferrier
Hodgson as Receiver and Manager of Beaconsfield Gold and its
subsidiary companies.
On 11 July 2001, Garry Trevor wrote to the shareholders of
Beaconsfield Gold advising them of his appointment. He also
advised them that he had commenced an assessment of the
financial position of the company but that he anticipated that
it would be some time before he would be in a position to
express an opinion on the likely outcome for shareholders.
BOARD COMPOSITION
RESIGNATIONS
In the week commencing 18 June 2001, Robert Johanson, George
Drysdale and Harry Stacpoole resigned as directors of
Beaconsfield Gold.
Stacpoole and Johanson were founding directors and provided many
years of dedicated service to the company. Harry Stacpoole was
chairman since 1992 and, prior to the formation of Beaconsfield
Gold, he was also chairman of the predecessor company,
Beaconsfield Gold Mines Limited.
Drysdale was appointed a director of Beaconsfield Gold in
February 2001. Drysdale's company, Drysdale Metals Pty Ltd, is
the largest shareholder in Beaconsfield Gold. He has
consistently led the way in supporting equity raisings for
Beaconsfield Gold since Drysdale Metals first became a
shareholder in 1999 and the board greatly appreciates his very
strong support in recent years.
The Board, after the resignations, consisted of John Miedecke
and Mike Trumbull.
John Miedecke is a founding director of Beaconsfield Gold. He is
a civil and environmental engineer and a Member of the
Institution of Engineers and a Fellow of the Australasian
Institute of Mining and Metallurgy. He operates a consultancy
principally with resource industries within Australia and
overseas, based in Hobart. He has been involved with the
Beaconsfield mine project almost continually since 1979, in a
senior management role, as a consultant and since 1992 as a
director. Miedecke has a beneficial interest in a total
of 935,949 fully paid ordinary shares in Beaconsfield Gold.
Mike Trumbull is also a founding director of Beaconsfield Gold.
He is a graduate in mining engineering from the University of
Queensland, holds a Master of Business Administration from
Macquarie University and is a Fellow of the Australasian
Institute of Mining and Metallurgy. He has over 30 years of
broad mining industry experience with companies including MIM,
Iluka, WMC, CRA, Amax and ACM covering property evaluations,
bankable feasibility studies, project and construction
management and operations management. In 1979, while working for
Amax Exploration, he recommended that company's involvement in
the Beaconsfield mine project. Trumbull has also been a director
of Golden Shamrock Mines. Trumbull is the second largest
shareholder in Beaconsfield Gold with a beneficial interest in a
total of 3,268,520 fully paid ordinary shares in the company.
NEW APPOINTMENTS
John Jost joined the board and been appointed chairman.
Companies associated with Jost have the third largest
shareholding in Beaconsfield Gold. Over the years Jost has been
a strong supporter of equity raisings for the company. He
graduated in law at Melbourne University. He has a beneficial
interest in a total of 2,885,771 fully paid ordinary shares in
Beaconsfield Gold.
Chris Ryan, principal of Westchester Corporate Finance, has
offered his services as a director of Beaconsfield Gold and his
appointment is proceeding. Chris Ryan is a graduate in economics
from the University of Western Australia and holds a Master of
Business Administration from the University of New South Wales.
He spent over 25 years to 1996 with Schroders Australia Limited,
of which 17 years was spent as a director of the corporate
finance division. Throughout that period, he specialized in
advising both offerors and offerees with respect to mergers and
acquisitions, advising on and arranging project finance and
providing general corporate advice primarily to companies in the
Australian resources sector. In July 1996, he formed Westchester
Corporate Finance and continued to provide corporate advisory
services primarily to resources companies. Ryan was a director
of a number of public companies, including Aztec Mining,
Discovery Petroleum and Gasgoyne Gold Mines.
Bill Tsingos also offered his services as a director of
Beaconsfield Gold and his appointment is proceeding. For the
past 24 years, Bill Tsingos has been involved with his private
interests in international trading and investments across a
broad section of industries. Tsingos has a beneficial interest
in a total of 950,000 fully paid ordinary shares in Beaconsfield
Gold.
Following the formal appointments of Ryan and Tsingos, the new
board will consist of:
CHAIRMAN John Leonard Jost
DIRECTORS John George Miedecke
Christopher Bruce Ryan
Michael Ward Trumbull
William Tsingos
The Board is also considering the appointment of additional
directors, as appropriate, to assist with the restructuring of
the company.
MANDATE TO WESTCHESTER CORPORATE FINANCE (WCF)
Following representations from a group of Sydney-based
shareholders in Beaconsfield Gold, the company has mandated WCF
on a contingent basis to provide advice and assistance to
Beaconsfield Gold. The objectives of the advice and assistance
is to enable Beaconsfield Gold to:
* protect the value inherent in the company's shares;
* reduce secured debt to a level more acceptable to BankWest and
refinance Beaconsfield Gold such that the Receiver and Manager
can be retired in the interests of all stakeholders; and
* possibly acquire either Allstate or Allstate's interest in the
BMJV with the effect that Beaconsfield Gold would go forward as
the 100 percent owner of the Beaconsfield mine.
FUTURE OF THE BEACONSFIELD MINE
The company remains convinced that, well managed, the mine will
be highly profitable and will continue to operate and provide
employment and economic benefits to the Tasmania community. The
board has played a significant role in the development of the
mine over many years. Two of the directors have been associated
with the project's progress since late 1979.
SUSPENSION OF TRADING
The company has requested the continued suspension of trading in
the securities of the company, in accordance with the listing
rules.
BEACONSFIELD GOLD ISSUED SECURITIES
The issued securities for Beaconsfield Gold are as follows:
TYPE OF SECURITIES NUMBER OF SECURITIES ASX CODE
Fully Paid Ordinary Shares 75,677,102 BCD
Listed Options ($1.25 - 15/3/02) 6,895,551 BCDOC
Company Option Scheme (average $1.06) 2,355,000
BankWest Options ($0.45 31/12/02) 2,500,000
BankWest Convertible Note
($4.5M @ $0.50 - 31/12/04) 1
INTERNET WEB SITE
For more information on the Company and the Beaconsfield Gold
Mine, shareholders are referred to the Beaconsfield Gold
website: www.beaconsfieldgold.com.au
CABLE & WIRELESS: State Dept Says Export License Unnecessary
------------------------------------------------------------
Singapore Telecommunications Limited (SingTel) announced
Thursday that Cable & Wireless Optus Limited (Optus) received a
letter from the US Department of State confirming that, based on
the specific facts and circumstances that have been presented to
it, and in light of the specific assurances it has received, it
has determined that, should the acquisition of Optus by SingTel
be approved by the Commonwealth of Australia, an export license
is not warranted.
SingTel is awaiting confirmation from the Treasurer that this
letter satisfies the third condition set out in the Treasurer's
announcement Wednesday. That condition requires SingTel to
provide, to the satisfaction of the Treasurer, confirmation that
an export licence is not required for Optus' satellites, ground
support equipment and technical data.
Commenting on this development, Lee Hsien Yang, President and
CEO of SingTel, said "SingTel is very pleased to have received
confirmation from the US Department of State which should allow
the acquisition of Optus to be completed. We encourage Optus
shareholders to accept the offer as soon as possible and look
forward to welcoming them as SingTel shareholders if the
acquisition of Optus is completed."
Media Contact
Ivan Tan
DIRECTOR (CORPORATE COMMUNICATIONS)
Tel: 65-838 2007
Email: ivantan@singtel.com
CABLE & WIRELESS: Singtel Increases Stake
-----------------------------------------
SingTel Australia Investment Limited increased its relevant
interest in Cable & Wireless Optus Limited on 23 August, 2001,
from 1,144,757,039 ordinary shares (30.22 percent) to
1,410,016,995 ordinary shares (37.23 percent).
DAVNET LIMITED: Chief Executive Officer Resigns
-----------------------------------------------
The directors of Davnet Limited advise that they have accepted
the resignations of Robert H (Hal) Turner from his positions as
Chief Executive Officer and Executive Director of the Company
and Bob Henson from his position as chief operating
officer. Both resignations are effective immediately.
DENEHURST LIMITED: Posts Case Profile
-------------------------------------
Case Profile
Territory : Australia
Company Name : Denehurst Limited
Lead Partner : Nick Brooke
Case Manager : Lisa Foster
Date of Appointment: 18 August 1998
Normal Contact : Lisa Foster
Contact Phone No : 03 8603 6069
PwC Office
Location : Melbourne
PO Box : GPO Box 1331L
Street Address : 215 Spring Street
City : MELBOURNE
State : VIC
Postcode : 3000
DX : DX 77 Melbourne
Phone : (03) 8603 1000
Fax : (03) 8603 6044
Appointer : in writing under the common seal
of the company
Company No / CAN : 006 738 576
Type of Appointment: Administrator
Lead Partner - Full Name: Nicholas Brooke
Second Partner - Full Name: Philip Carter
Case Information
Other Key Information
Report as to Affairs received from directors:
A Report as to Affairs was received from the directors of the
company following the appointment of the Administrators in March
1998. The results of asset realizations are recorded in the
various Administrators' reports to creditors.
Dates of trading by insolvency practitioner:
The Woodlawn Mine business was never traded as an operational
mining facility. However, the Administration continues to employ
three of the company's staff to monitor and maintain the
Woodlawn mine site on a care and maintenance basis and operate
the adjacent Woodlawn farm.
Business sold/ceased trading:
Subject to the comments above, the mining business ceased
trading on the initial date of appointment, that being 9 March
1998. The farm has continued to operate under the direction of
Denzil Sturgess.
Job closure:
Not applicable at this point in time.
Background Information
Nicholas Brooke and Philip Carter were appointed joint and
several Voluntary Administrators of Denehurst Limited on 9 March
1998. Following this appointment, creditors of the company
executed a Deed of Comp any Arrangement on 14 August 1998 and Mr
Brooke and Mr Carter were appointed joint and several Deed
Administrators on that date.
As part of that Deed of Company Arrangement, the Deed
Administrators entered into an agreement with Collex Waste
Management Pty Ltd to convert Denehurst Limited's disused
Woodlawn mine site in Tarago, New South Wales into a putrescible
waste management facility.
The proposal, and hence the success of the Deed, was subject to
the project being approved by the State Government of New South
Wales. Approval of the project was forecast at the time to
provide a royalty income stream to the Administration that would
enable secured creditors, employees and unsecured creditors to
receive a dividend from the Administration.
In addition, the royalty was also forecast to have been large
enough to provide a small return to shareholders once the
rehabilitation of the site was paid for, however, this was not
determinable at that time. The extent of the return to these
beneficiaries was dependent upon future calculations of the
royalty stream and total debts outstanding. In the case of a
return to shareholders, any return was also dependent upon the
eventual cost of rehabilitating the Woodlawn mine site.
On 30 November 2000, the New South Wales Minister for Urban
Affairs and Planning, Dr Andrew Refshauge, announced the
approval of the Woodlawn Waste Management facility project, with
an active life of the future waste management facility of 20
years and 400,000 tonnes per annum volume of waste to be
disposed into the facility initially reducing by 10 percent
every five year period to 290,000 tonnes per annum in years 16
to 20.
These conditions will result in a reduced royalty stream to the
administration in comparison to that forecast in the initial
stages of the Administration (which was predicated on a time
frame of 50 years with up to 500,000 tonnes per annum) and
accordingly, it is unlikely under these reduced conditions that
employees and unsecured creditors will be paid out in full.
Creditors extended the Deed of Company Arrangement on 18 May
2001 to 31 December 2001. This nine month extension further
enables renegotiation of the existing Deed to reflect the
priorities and relativities that the secured creditors are
entitled to given that the consent conditions in the development
approval granted in November 2000 are substantially reduced in
comparison to the conditions initially applied for and on which
the original Deed was based and these reduced conditions impact
the future royalty streams adversely. The negotiated settlement
is outlined in detail in our seventh report to creditors dated 9
May 2001 and published on our website and are outlined below.
Current status of assignment and actions required by creditors
Deed of Company Arrangement variation agreed to by creditors at
the meeting on 18 May 2001
A negotiated settlement has been reached with the key
stakeholders in Denehurst and has been approved by creditors.
The key inter-dependent elements are detailed below:
A. NM Rothschild & Sons (Australia) Limited
Collex Pty Limited will settle the Rothschild debt in full
(which has a current pay out value of $8.635 million) in order
that Rothschild will be in a position to assign all its security
over Denehurst Limited to Collex.
B. Nissho Iwai Australia Limited
Collex Pty Limited will settle the Nissho Iwai Australia
Limited debt (which currently has a pay out value of $5.484
million) for the sum of $2 million to settle Nissho's position
as a secured creditor of Denehurst Limited. Upon receipt of $2
million, Nissho is to assign its securities in full to Collex
other than the charges that relate to Denehurst's interest in
the Benambra Mine site and other assets as outlined at G. below.
Nissho is also to receive the net proceeds from the sale of
Benambra to Austminex (if that sale finalizes) and the residual
assets detailed at G.
C. Employees
The former employees of Denehurst are to be paid $3 million
upon the Woodlawn Waste Management facility commencing operation
(anticipated to be February 2002) and a further $3.5 million one
year thereafter (February 2003). Such payments will be funded by
Collex. This will satisfy all former employee entitlements and
claims of $6.5 million in full.
D. Rehabilitation - Benambra
Rehabilitation obligations that relate to the Benambra mine
site in Victoria will transfer to Austminex NL if it exercises
the current Option Agreement with Denehurst, which agreement
runs until 31 October 2002. Otherwise such obligations are to
remain with Denehurst. There is to be no connection to Collex
nor is any rehabilitation obligation to attach to Collex. This
position has been discussed extensively with the Victorian
Government Department of Natural Resources and Environment and
they are actively assisting in the Austminex sale process.
E. Rehabilitation - Woodlawn
Rehabilitation obligations that relate to the Woodlawn mine
site will be assumed by Collex subject to agreement being
reached with the New South Wales Department of Mineral Resources
to cap such liabilities at not more than $8 million (such amount
to include the existing security bond of $2.5 million) and a
progressive rehabilitation time frame. Discussions in this
regard are proceeding favorably with Department of Mineral
Resources officials.
F. Assets to be Acquired by Collex
Denehurst will transfer the following assets to Collex as
part of the overall settlement proposal:
Woodlawn mine site including the foot print of the proposed
Waste Management facility (which has an estimated realizable
value of $nil after taking into account the rehabilitation and
environmental liabilities) and existing mining leases and
related licenses and permits
Woodlawn farm site including livestock (the farm has an
estimated value of $2 million and the livestock about $500,000)
Existing and/or remaining plant, equipment, infrastructure and
buildings at the Woodlawn mine and farm sites (these assets have
minimal realizable value)
Residual cash held by the Deed Administrators at the completion
of the settlement process (estimated to be in the order of $3
million)
Woodlawn pine plantation (with a potential estimated gross
income source of $500,000)
The royalty and other income streams that Denehurst would have
become entitled to pursuant to the Denehurst/Collex Memorandum
of Understanding of December 1997
G. Residual Assets
The following residual assets of Denehurst are to be
available for the benefit of Nissho Iwai Australia. Such assets
are:
the ongoing option fees and the balloon payment payable by
Austminex NL on its exercise of the Benambra option on or before
31 October 2002 which are estimated to gross $472,000 but which
will be available to fund the ongoing Administration costs and
expenses so that Nissho will be entitled to the net realizable
proceeds from the sale of Benambra to Austminex
potential (but very remote) payment by Sada Pty Ltd of up to
$1.1 million to Denehurst for its acquisition of Denehurst's 90
percent shareholding in Metropolitan Collieries Limited, such
payment is dependent upon Sada utilizing MCL's tax losses
tax losses that may be available in the Denehurst corporate
structure
There a four assetless and non-operating subsidiaries of
Denehurst and it is proposed that these subsidiaries be placed
into members voluntary liquidations with liquidation costs of
$4,000 per company being a cost of the Denehurst administration.
H. Care & Maintenance
Collex is to assume ongoing responsibility for the Woodlawn mine
site maintenance and environmental monitoring costs from 1
January 2002 or earlier if agreed. Such costs are estimated to
be at least $300,000 per annum.
I. Unsecured creditors
Unsecured creditors will not receive any dividend under this
proposal.
Pay outs and/or settlements by Collex are subject to all
necessary approvals in relation to the Woodlawn Waste Management
Facility being obtained to the satisfaction of Collex.
The proposal is also subject to being documented to the
satisfaction of the relevant parties.
Benambra Mine Site
The Benambra mine site in far north east Victoria, which is also
under the control of the Deed Administrators, is under an option
to purchase agreement with Austminex NL. The option has been
extended on a number of occasions and runs to 31 October 2002.
Woodlawn Farm
We continue to operate the Woodlawn Farm as a viable sheep,
cattle and deer farm under the management of Denzil Sturgess.
Next milestone and estimated timetable
The Deed of Company Arrangement includes conditions precedent
that now need to be satisfied by 31December 2001. Negotiations
are continuing to settle these conditions precedent in the
revised Deed.
Likely outcome for creditors and timetable
At this stage, it is unknown when a payment of any dividend to
unsecured creditors will arise, however current indications are
that it is unlikely for there to be a surplus available after
the secured creditors and the employees have been settled.
Employees should anticipate a partial payment of their
entitlements of up to 45 percent some time in the next 12 months
however this will be dependent upon a satisfactory outcome of
the current negotiations to settle the conditions precedent in
the existing Deed of Company Arrangement.
(source:www.pcwrecovery.com)
LIFESTYLE PROPERTY: Director Faces ASIC Charges
-----------------------------------------------
Two Melbourne men appeared in the Melbourne Magistrates' Court
in relation to charges brought by the Australian Securities and
Investments Commission (ASIC) following its investigation into
Lifestyle Property Group, a failed property development and
marketing group.
Jon Melville McKenney of Lower Templestowe has been charged with
10 counts of failing to act honestly as a director of various
companies with an intention to deceive, 11 counts of dishonestly
failing to use his position for a proper purpose, four counts of
dishonestly using his position and one count of knowingly
lodging a false document with ASIC.
McKenney was effectively the primary director of most of the
Lifestyle Property Group of companies. He pleaded guilty to all
charges against him and was committed to stand trial. He was
bailed to appear before the County Court of Victoria on 4 March
2002.
John Lloyd Caust of Balwyn has been charged with seven counts of
failing to act honestly as a director of various companies with
an intention to deceive, four counts of dishonestly failing to
use his position for a proper purpose, one count of dishonestly
using his position and 48 counts of obtaining property or
financial advantage by deception.
Caust was allegedly responsible for obtaining investments for
the Lifestyle Property Group, purportedly for purchasing the
properties that were to be developed by the Group. He has not
entered a plea and will appear for a committal mention hearing
before the Magistrates' Court of Victoria on 13 September 2001.
In July and August 2000 ASIC successfully applied for the
appointment of Clyde White of MGI Meyrick Webster as liquidator
to 54 companies within the Group.
The Lifestyle Property Group obtained funds from investors to
purchase numerous sites in Melbourne for residential
development. These charges relate to the manner in which the
Group obtained and used those funds.
OPTECOM LIMITED: Ambri Acquisition Moves Ahead
----------------------------------------------
The Directors are pleased to announce that Optecom Limited on
August 23, 2001, obtained the necessary Shareholder approvals to
acquire Ambri Pty Limited (Ambri) from a subsidiary of Pacific
Dunlop Limited, and its patented Ambri(R) Technology.
This provides an exciting new direction for the Company in the
field of critical care diagnostic testing, a rapidly growing
area of human healthcare.
The proposed transaction has been completed in conjunction with
a $21.5 million capital raising which was fully subscribed. The
raising was underwritten by Macquarie Equity Capital Markets
Limited and funds will be used to commercialize the Ambri(R)
Technology, including launching Ambri's products in Australia.
SHAREHOLDER APPROVAL
The transaction involved a change in the nature of the Company's
business, and the restructuring of its capital, and therefore
various Shareholder approvals were required under the ASX
Listing Rules and the Corporations Law. The Company obtained the
approval of the following ordinary resolutions considered at the
General Meeting.
* the consolidation of the issued share capital of the Company
at a ratio of 1 share for every 20 shares currently on issue
* that the existing 6,150,000 Options on issue be consolidated
at a ratio of 1 option for every 20 options currently on issue,
to 307,500 options post consolidation, and that the exercise
price of such options be multiplied by 20
* the issue of 19,369,369 fully paid ordinary shares in the
Company (on a post consolidation basis) at an issue price of
$1.11 per share
* the acquisition by the Company of all the issued shares in
Ambri Pty Limited and the change in the nature of the business
activities of the Company to research, development and the
commercialization of the Ambri (R) Technology into the Ambri(R)
System
* the issue to Nucleus Limited, a wholly owned subsidiary of
Pacific Dunlop, of 8,324,426 fully paid ordinary shares in the
Company (on a post consolidation basis) as consideration for the
sale of Ambri Pty Limited to the Company
* the issue of 1,438,397 fully paid ordinary shares in the
Company (on a post consolidation basis) to CSIRO and 719,198
fully paid ordinary shares in the Company (on a post
consolidation basis) to the University of Sydney in
consideration for the acquisition of patents and other
intellectual property from those parties
* the establishment of the Share Plan and to the issue of up to
2,091,564 fully paid ordinary shares in the Company,
representing 5 percent of the issued share capital of the
Company (on a post consolidation basis), pursuant to the Share
Plan
* the establishment of the Option Plan and to the granting of
options pursuant to the Option Plan representing up to 10
percent of the Company's capital at an exercise price of $1.11
per Share
* the appointment of new Directors being John Eady (Chairman),
Joseph Shaw, Dr Christine Clifton and Kevin McCann
* the granting to the following Directors of the Company options
to subscribe for shares in the Company at an exercise price of
$1.11 per share: John Eady, 200,000 and Dr Christine Clifton,
Bryan Kelman and Kevin McCann 100,000 each
* the issue to Dr Joseph Shaw, of 380,284 fully paid ordinary
shares in the Company under the Share Plan (on a post
consolidation basis), and 228,249 options to subscribe for
shares in the Company at an exercise price of $1.11 per share
under the Option Plan
* the granting to Macquarie Equity Capital Markets Limited of
options to subscribe for up to 1,475,000 fully paid ordinary
shares in the Company (on a post consolidation basis) at an
exercise price of $1.25 per share
* Deeds of Access, Indemnity and Insurance in favor of all
continuing and proposed Directors and to the granting of
indemnities and payment of insurance premiums
* the maximum total cash remuneration payable to all Non-
Executive Directors of the Company be increased from $160,000 to
$400,000 per annum.
The Company also obtained the approval of the following special
resolutions considered at the General Meeting:
* the name of the Company be changed from Optecom Limited to
Ambri Limited
* the Companys Constitution relating to the provision of
indemnities and insurance in respect of liabilities incurred by
Directors and officers of the Company in acting in that
capacity, be amended
* Bryan Kelman, who is 75 years of age, be appointed as a
director of the Company.
It should be noted by Shareholders and potential investors that
as Shareholders approved the resolutions related to the
transaction put to the General Meeting:
* the Company will be required to comply with Chapters 1 and 2
of the ASX Listing Rules
* the Company trading suspension which commenced prior to
trading on Monday, 20 August 2001 will continue until the
requirements of Chapters 1 and 2 of the ASX Listing Rules have
been satisfied
* the Company expects to be able to comply with the requirements
of Chapters 1 and 2 of the ASX Listing Rules by the end of
August 2001.
CAPITAL STRUCTURE
The table below shows the ownership structure of the Company
pursuant to the transaction before and after the 20 to 1 Share
consolidation.
Shares
Pre- Post 20:1
Consolidation, Consolidation,
Pre-Completion Post-Completion %
Issue Price $1.11
Existing Shareholders 198,052,119 9,902,606(1) 23.66
New Investors 19,369,369 46.28
Pacific Dunlop 8,324,426 19.90
Executives 2,091,564 5.00
CSIRO 1,438,397 3.44
University of Sydney 719,198 1.72
Total 198,052,119 41,845,560 100.00
Market Capitalization at Offer
Price of $1.11 $46,448,572
(1) These numbers could increase slightly due to rounding up on
consolidation.
The following table summarizes the Company's outstanding Options
post consolidation:
ISSUE NUMBER OF EFFECTIVE EXERCISE EXPIRY DATE
OPTIONS PRICE
Existing Options (2) 7,500 25,000 @ $4.00 30/03/2006
282,500 @ $5.50 06/06/2005
Bonus Options (1) 3,975,400 $1.35 30/11/2002
Employee Options (2) 3,347,645 $1.11 06/09/2006
Non-Executive 600,000 $1.11 06/09/2006
Director Options (2)
Underwriter Options(2) 1,475,000 $1.25 06/09/2004
Total 9,705,545
(1) Intended to apply for listing
(2) Unlisted
TRANSACTION TIMETABLE
The following timetable is indicative only and the Directors
reserve the right to vary these dates without prior notice:
Re-listing of Shares on a post
consolidation basis Thursday 30 August 2001
Listing of New Shares on a post
consolidation basis Thursday 30 August 2001
Record Date for determination of
entitlement to Monday 3 September 2001
Bonus Options
Issue of Bonus Options Tuesday 4 September 2001
Listing of Bonus Options Wednesday 12 September 2001
CHANGE IN OFFICE HOLDERS
All existing Directors of the Company, other than Otto Buttula,
resigned and five new Directors were appointed. The new
Directors are John Eady (Chairman), Dr Christine Clifton, Bryan
Kelman and Kevin McCann. In addition, Dr Joseph Shaw who was
appointed as a Director, will be the new Managing Director and
Chief Executive Officer of the Company. The new Company
Secretary is Fiona Dring.
CHANGE IN ASX CODE
The ASX Code will be changing from OPT to ABI.
CHANGE OF REGISTERED OFFICE
The registered office of the Company will change from 23 August
2001.
The new details are as follows:
126 Greville Street
Chatswood NSW 2067
Telephone: 02 9422 3000
Facsimile: 02 9422 3013
Email: info@ambri.com.au
Website: www.ambri.com
For further information
Joseph Shaw, CEO, Optecom/Ambri Pty Ltd 02 9422 3002 or
0409 205 979
Fiona Dring, COO/CFO/Company Secretary 02 9422 3005
STEWART ENTERPRISES: Sells Australian Operations To Cut Debt
------------------------------------------------------------
Stewart Enterprises, Inc. (Nasdaq NMS: STEI) announced August
23, 2001 that it has completed the sale of its operations in
Australia and New Zealand. The total proceeds from the sale of
approximately US$48 million include approximately $21 million of
future income tax benefits. All proceeds received at the time of
closing will be used to reduce the Company's revolving credit
facility. The revenues, operating earnings and EBITDA of the
Company's operations in Australia and New Zealand for the 12
months ended July 31, 2001 were $18.2 million, $2.6 million and
$4.9 million, respectively.
William E. Rowe, President and Chief Executive Officer, stated,
"Thus far this fiscal year, we have reduced our overall debt by
about $200 million, or over 20 percent. We are delighted to
continue to announce progress in our deleveraging strategy."
Rowe continued, "Phil Wikman, the senior executive over our
operations in Australia and New Zealand will be the chief
executive officer of these operations after the sale. With Phil
at the helm, we know that the level of care we have given over
the years to our employees and the families we have served will
continue. We thank Phil, his management team and all employees
in those operations for their hard work and dedication."
On August 15, 2001, the company has completed the sale of
its Mexican operations. The proceeds from the sale were
approximately US$ 72 million. The proceeds, net of transaction
expenses, and cash on hand will be used to retire the $75
million asset sale term loan the Company entered into in its
debt refinancing on June 29, 2001.
Founded in 1910, Stewart Enterprises is the third largest
provider of products and services in the death care industry in
the United States, currently owning and operating 545 funeral
homes and 159 cemeteries in North America, South America, and
Europe.
================================
C H I N A & H O N G K O N G
================================
ALWAYSUCCESS LIMITED: Petition To Wind Up Set
---------------------------------------------
The petition to wind up Alwaysuccess Limited is set for hearing
before the High Court of Hong Kong on September 5, 2001 at 9:30
am. The petition was filed with the court on June 22, 2001 by
Bank of China, Hong Kong Branch whose principal place of
business is situated at Bank of China Tower, No. 1 Garden Road,
Central, Hong Kong.
BON FORTUNE: Winding Up Petition Slated For Hearing
---------------------------------------------------
The China and South Sea Bank, Limited is seeking the winding up
of Bon Fortune Development Limited . The petition was filed on
June 19, 2001, and will be heard before the High Court of Hong
Kong on September 5, 2001 at 9:30 am.
The China and South Sea holds its registered office at 136 Des
Voeux Road Central, Hong Kong.
KIN DON: Makes Revision On Losses Posted On Circular
----------------------------------------------------
The board of directors of Kin Don Holdings Limited
(the Company) noted a clerical error made in the Circular
dispatched dated August 20, 2001, in relation to the
Restructuring Proposal and the Rights Issue.
The Company would like to clarify that the second last sentence
of the paragraph headed "Share Premium Cancellation" of the
Circular should be read as follows:
"Upon the completion of the Share Premium Cancellation and the
Capital Reorganization, the remaining balance of the accumulated
losses of the Company as at 30 November 2000 will amount to
approximately HK$269,326,000."
Save and except for the above, the contents of the Circular are
accurate. The recommendations of ICBC (Asia) to the Independent
Board Committee in relation to, among other things, the
Restructuring Proposal and the Rights Issue as set out on pages
42 to 58 of the Circular remain unchanged.
Thus, the remaining balance of the accumulated losses of the
Company as at 30 November 2000 upon the completion of the Share
Premium Cancellation and the Capital Reorganization will amount
to approximately HK$269,326,000 instead of HK$200,131,000.
MANDARIN RESOURCES: Statement Of Indebtedness Submitted
-------------------------------------------------------
The Board of Directors of Mandarin Resources Corporation Limited
informed shareholders of the Company and the investing public
that the Statement of Indebtedness of the Company and its
Subsidiaries as of 30 June 2001, together with the related
opinion of the Independent Financial Advisor, have submitted to
the relevant regulatory bodies on 23 August 2001 and more time
will be needed to finalize the announcement.
It is expected that the Statement of Indebtedness and the
Independent Financial Advisor's opinion will be cleared Friday
(24 August 2001) and will be published on 27 August 2001. The
Company apologizes for any delay.
MAYLAND LIMITED: Hearing Of Winding Up Petition Set
---------------------------------------------------
The petition to wind up Mayland Limited will be heard before the
High Court of Hong Kong on September 5, 2001 at 9:30 am. The
petition was filed with the court on June 22, 2001 by The China
and South Sea Bank, Limited whose principal place of business is
situated at 136 Des Voeux Road Central, Hong Kong.
MING FENG: Winding Up Petition Pending
---------------------------------------
Ming Feng (HK) Limited is facing a winding up petition, which is
slated to be heard before the High Court of Hong Kong on
September 5, 2001 at 9:30 am.
The petition was filed on June 22, 2001 by The China and South
Sea Bank, Limited whose principal place of business is situated
at 136 Des Voeux Road Central, Hong Kong.
PACIFIC CENTURY: Withdraws Call Warrants Listing
------------------------------------------------
The listing of the 2001 European style cash settled call
warrants relating to issued ordinary shares of HK$0.05 each in
Pacific Century CyberWorks Limited issued by Credit Lyonnais
Financial Products (Guernsey) Limited (stock code: 2149) will be
withdrawn after the close of business Friday 24 August 2001.
=================
I N D O N E S I A
=================
CHANDRA ASRI: Restructuring Scheme Not Fair, Says IBRA
------------------------------------------------------
Indonesian Bank Restructuring Agency (IBRA) said the
restructuring scheme of petrochemical firm PT Chandra Asri
Petrochemical Center was only advantageous to Japanese lenders
but disadvantageous to IBRA, Jakarta Post reported Friday citing
Oversight Committee Chairman Mar'ie Muhammad.
The oversight committee said the restructuring of the company's
debts had been carried out without following the guidelines set
by the Financial Sector Policy Committee (FSPC), which previous
members approved such debt restructuring scheme.
Under the restructuring scheme, Japanese lenders, led by
Marubeni Corp., would convert US$100 million of their $723
million loans into 20 percent equity in the company, while IBRA
would convert $413 million of its $464 million into a 31 percent
stake, with the remaining 49 percent to be held by founder
Prajogo Pangestu.
"Despite IBRA converting 89 percent of its debt and Japanese
lenders converting 14 percent of theirs, Japanese ownership was
diluted by only 3.8 percent from 23.8 percent," the committee
said.
It added that IBRA's recovery was more likely from liquidating
or selling the company rather than maintaining the company as a
going concern.
MANUFACTURERS LIFE: Court Rejects Bankruptcy Lawsuit
----------------------------------------------------
Jakarta Court threw out a case filed by a discontented
beneficiary of an unpaid insurance policy underwritten by an
Indonesian subsidiary of Manufacturers Life Insurance Co. of
Canada (Manulife), Asian Wall Street Journal reported Friday.
Judge Hasan Basri of Jakarta's Commercial Court said, "... The
request to declare bankruptcy toward the defendant ... doesn't
have any legal basis. There is no strong legal basis supporting
the plaintiff to be called as creditor and the defendant as
debtor."
The case was filed by a beneficiary of a deceased policyholder.
Manulife refused to pay the plaintiff a Rp50 million policy
claim because the deceased failed to disclose his
health problems when he applied for the policy.
However, the beneficiary and his lawyers, instead of filing a
civil complaint against the company, are trying to push
Manulife's subsidiary into bankruptcy if it doesn't pay the
claim plus damages of Rp5.1 billion.
A lawyer for the beneficiary said they would appeal the judge's
decision to the Supreme Court.
The case is the latest in a series of legal tussles involving
foreign companies, and Manulife has been a prime target. In
December, another unpaid beneficiary used the same tactic of
threatening Manulife with bankruptcy, and the company was forced
to pay.
=========
J A P A N
=========
DAIEI INC: Marubeni Corp Increases Unit Stakes
----------------------------------------------
Marubeni Corp buys more shares of Maruetsu Inc, a subsidiary of
ailing retailer Daiei Inc, to raise its stake to 25.2 percent by
October from the current 24.2 percent, Japan Today reported
Friday referring to a Kyodo News report.
The Marubeni group has been raising its share in supermarket-
chain Maruetsu since last November by buying up shares from
Maruetsu's other stockholders, including banks and insurance
companies. It had a 20.0 percent stake at the end of March.
SANSUI ELECTRIC: Pretax Loss To Be Worse Than Expected
------------------------------------------------------
Audio equipment maker Sansui Electric Co. expects a pretax group
loss of Y900 million instead of February's projected Y500
million loss, Japan Times Online reported Friday, mainly due to
foreign exchange loss of Y300 million in the first half of the
business year.
It also expects a group net loss of Y760 million in the whole
business year, up from a Y500 million loss it projected in
February.
In the previous year, the company booked a group net loss of
Y1.33 billion on a pretax loss of Y982 million and sales of
Y1.32 billion.
"At the end of 2000, the company had negative working capital,
as current liabilities were Y8.53 billion while total current
assets were only Y376.00 million. The fact that the company has
negative working capital could indicate that the company will
have problems in expanding.
"However, negative working capital in and of itself is not
necessarily bad, and could indicate that the company is very
efficient at turning over inventory, or that the company has
large financial subsidiaries," according to Wright Investors'
Service.
TOKYO SHOGIN: Settled Dues Before Bankruptcy
--------------------------------------------
Failed Tokyo-based credit union Tokyo Shogin paid out about Y60
billion in deposits from accounts made under fictitious names
before and after it went bankrupt on December, Japan Today
reported Thursday citing unidentified sources close to the
Company.
The sources added the Company also provided about Y5 billion to
a Tokyo-based client group in return for bearing non-performing
loans the Company made to a financial firm belonging to one of
its former directors.
=========
K O R E A
=========
DAEWOO SHIPBUILDING: KDB Ends Debt Workout Program
--------------------------------------------------
Daewoo Shipbuilding and Marine Engineering (DSME) was released
from its debt-workout program, the first of the 12 Daewoo
affiliates to be freed, Korea Herald reported on August 24.
Korea Development Bank, the main creditor, which hold 99.4
percent of the loans, agreed to end the company's workout
program Thursday, as the shipbuilder is deemed able to survive
on its own considering its excellent cash flow and operating
performance.
Termination of the workout program that started two years ago
means Daewoo Shipbuilding will have to repay loans in 30-month
installments to Korea Asset Management Corp (KAMCO) and Seoul
Guarantee Insurance, while repaying loans borrowed from other
financial institutions by 2004.
DSME, after applying for the workout program in August 1999, was
spun off from Daewoo Heavy Industries in June last year. Net
profits of 104.4 billion were then recorded in the first half
and it has received orders worth $7 billion to build 102 ships
so far, enough to last for 36 months.
HYNIX SEMICON: KEB Asks For 3-Yr Rollover Of W1.2T Bonds
--------------------------------------------------------
Hynix Semiconductor Inc's main creditor Korea Exchange Bank
(KEB) requested Thursday that the investment trust management
companies rollover their Hynix bond holdings worth W1.2 trillion
for three years, according to the Korea Herald on August 24.
KEB called on the non-bank creditors to extend the maturity of
part of the W1.2 trillion worth of Hynix bonds that mature
between August and December, until 2004.
KEB also explained to the investment trust management firms that
it is unclear whether Seoul Guarantee Insurance Co will
guarantee their planned purchase of Hynix bonds worth 680
billion won under a rationalization plan for the chipmaker.
HYUNDAI GROUP: Government Signs W2T MOU With Consortium
-------------------------------------------------------
Korea Herald reported on August 24 that the government signed a
binding memorandum of understanding (MOU) with the U.S. American
International Group (AIG)-led consortium Thursday for a W2
trillion joint-investment in three troubled financial units of
Hyundai Group.
The AIG-led consortium will be investing W1.1 trillion to
acquire a controlling stake in Hyundai Investment Trust and
Securities (HITS) and its two sister companies Hyundai
Securities Co and Hyundai Investment Trust Management Co (HITM),
Korea Herald reported on August 24.
The consortium will invest W600 billion in HITS to hold a 55
percent stake in the firm, while investing W400 billion in
Hyundai Securities for a controlling stake. The government pour
in a W800 billion investment in HITS to acquire the remaining 45
percent stake. The W400 billion won will later be reinvested in
HITS for the normalization of the cash-strapped firm. The two
sides also will each invest another 100 billion won in HITM.
The AIG-led consortium will therefore be acquiring a 29.5
percent stake in Hyundai Securities to become the controlling
shareholder, with the current controlling shareholder Hyundai
Merchant Marine reducing its stake to 14.3 percent.
HYUNDAI MOTOR: To Build Cars In Russia With Doninvest
-----------------------------------------------------
Hyundai Motor in a press release said it agreed Thursday to
build compact cars in Russia, as part of a drive to make inroads
into the 1.24-million-unit-a-year automotive market, Korea
Herald reported Friday.
Hyundai aims to build a total of 70,000 units of Verna compact
cars by 2005 from its Russian partner Doninvest's plant in
TagAZ, about 1,000 km south of Moscow.
Hyundai and Doninvest signed an agreement on the complete
knowdown (CKD) manufacturing of the Verna on the sidelines of
the Moscow International Motor Show, which opened Thursday.
The Doninvest-built Verna, carrying the Accent brand outside
Korea, will be sold throughout Russia via a network of 70
dealerships, said the press release, estimating that the output
volume would reach 3,500 units this year and 8,000 units next
year.
ORION ELECTRIC: Creditors Seize Assets, W42.89B In Deposits
-----------------------------------------------------------
Orion Electric's assets were seized by creditors as it failed to
pay the principal and interest of corporate bonds, Korea Inc
News reported on August 23.
The target for seizure include all forms of bank deposits that
is yet to be seized. The amount under seizure is 42,898,850,000
won.
The company reportedly has received a notice about the local
court's decision on August 22, 2001.
===============
M A L A Y S I A
===============
ABRAR CORPORATION: Director Rahmat Raises Stake In Subsidiary
-------------------------------------------------------------
Abrar Corporation Berhad (Special Administrators Appointed)(the
Company) announced that Company's Managing Director Encik Nor
Aminudin Nor Rahmat on Tuesday acquired 1,642,054 shares in
Benar Antara Sdn. Bhd. (BASB), a 70 percent owned subsidiary of
the Company, representing 29.9 percent of equity interests in
BASB from the three (3) minority shareholders of BASB.
The Company's equity interests in BASB remains unchanged.
AUTOWAYS HOLDINGS: Additional Info On MOU With Selayang Budi
------------------------------------------------------------
Autoways Holdings Berhad (AHB or the Company) issued additional
information on the Memorandum of Understanding (MOU) with
Selayang Budi Sdn entered on August 13, 2001, as follows:
(1) The purchase consideration of RM72,000,000 for the
proposed acquisition of Selayang Budi Sdn Bhd (SBSB) has been
arrived at on a willing seller willing buyer basis with due
consideration to the guaranteed profit of RM9,000,000 by SBSB.
(2) Based on the terms of the MOU, the 72,000,000
Consideration Shares shall be issued on the terms that they
shall not be encumbered and shall rank pari passu in all
respects with the ordinary shares of AHB at the date of
allotment save that they shall not rank for any dividends,
rights, bonuses, issues or other allotments or distributions
relevant book closure date of which is on or before the date of
allotment and issue of the Consideration Shares.
(3) Under the proposed acquisition of SBSB, AHB will not
assume any additional liabilities.
(4) The salient features of the MOU had been disclosed in
Section 2 of the announcement dated 16 August 2001. The MOU can
be inspected at the registered office of AHB at Level 22, Menara
Milenium, Jalan Damanlela, Pusat Bandar Damansara, Damansara
Heights, 50490 Kuala Lumpur.
(5) The details on the prospects and risks factors of the
Intended Subsidiaries and SBSB are not available at this
juncture as the details of the Proposed Restructuring Scheme has
not been finalized. The prospects and risk factors of the
Intended Subsidiaries and SBSB can only be determined once the
details of the Proposed Restructuring Scheme are finalized and
the financial position of the group known. The required details
will be announced upon execution of the sale and purchase
agreement and the finalization of the Proposed Restructuring
Scheme.
(6) AHB proposes to acquire SBSB for RM72 million (the
consideration for the Intended Subsidiaries has been arrived at
on a group basis). AHB has requested information from SBSB of
details of the purchase consideration of each Intended
Subsidiary as AHB is not a party to memorandum of understanding
between the vendors of the Intended Subsidiaries and SBSB. An
appropriate announcement will be made in due course once the
information is obtained.
(7) The issue price of the Consideration Shares is based on
the par value of AHB ordinary shares of RM1.00 each after giving
consideration to the negative shareholders' fund of AHB and its
suspended share price since 1998 of RM1.29.
(8) This information has been requested from SBSB as AHB is
not a party to the memorandum of understanding entered into
between SBSB and the vendors of the Intended Subsidiaries. An
appropriate announcement will be made in due course.
(9) This information has been requested from SBSB. Once
obtained, an appropriate announcement will be made in due
course.
(10) Under the proposed acquisition of the Intended
Subsidiaries, SBSB will not assume any additional liabilities.
(11) The ranking of the 30,000,000 new shares to be issued
pursuant to the Proposed Bumi Issue has not been determined at
this juncture as the Proposed Restructuring Scheme has not been
finalized. Details will be announced upon finalization of the
Proposed Restructuring Scheme.
(12) AHB shares have been suspended from trading on the KLSE
since 1998. The AHB share price prior to the suspension was
RM1.29.
(13 The consideration for the disposal of Autoways
Development Sdn Bhd (ADSB) has been arrived at on a willing
seller willing buyer basis. Consideration has been given to the
negative shareholders' fund of ADSB as at 31 December 2000 of
RM118,927,250. Based on the audited accounts for the financial
year ended 31 December 2000, AHB is expected to incur a loss of
approximately RM106,989 arising from the proposed disposal of
ADSB.
(14) Liabilities to be assumed by the purchaser, if any,
arising from the proposed disposal of ADSB will only be
determinable upon finalizing of the Proposed Restructuring
Scheme, details of which will be announced in due course.
(15) The effects of the Proposed Restructuring Scheme on the
earnings per share, net tangible asset per share, share capital
and substantial shareholders' shareholdings of AHB cannot be
determined at this juncture as the Proposed Restructuring Scheme
has not been finalized. Details will be announced upon
finalizing of the Proposed Restructuring Scheme.
(16) The Board of Directors of AHB are currently finalizing
the terms of the Proposed Restructuring Scheme. Once finalized,
a sale and purchase agreement will be entered into. At that
juncture, a detailed announcement incorporating the Board's
opinion on the Proposed Restructuring will be made.
(17) As in 16 above, the detailed announcement to be made,
will include a comment on whether the Proposed Restructuring
Scheme has departed from the Securities Commission's Policies
and Guidelines on Issue/ Offer of Securities.
The MOU sets forth the general understanding reached between AHB
and the shareholders of SBSB in relation to the proposed
acquisition of SBSB by AHB as part of the proposal to
restructure and regularize the financial position of AHB.
AVENUE ASSETS: Aroma To Facilitate Proposed Debt Equity Swap
------------------------------------------------------------
On behalf of the Board of Directors of Avenue Assets Berahd
(AAB), Commerce International Merchant Bankers Berhad (CIMB) is
pleased to announce that AAB and certain of its wholly-owned
subsidiaries and Panbuilt (collectively referred to as Subject
Companies) have on 23 August 2001 entered into a conditional
agreement (Agreement) with Aroma Teraju Sdn Bhd (Aroma), a 55
percent owned subsidiary of the Ministry of Finance Incorporated
(MoF Inc.), wherein Aroma has agreed to use its best endeavors
to facilitate the Proposed Debt Equity Swap involving inter-
alia, the proposed remission of the tax liabilities and tax
penalties of the Subject Companies amounting to RM165,000,000
(Proposed Remission).
AAB had on 28 September 2000 entered into a share sale agreement
(SSA) with certain parties for the disposal of the entire equity
interest in Panbuilt for a total sale consideration of
RM200,000. The transaction was completed on 28 September 2000.
Pursuant to the provisions of the SSA, the Company has agreed to
settle the tax liabilities of Panbuilt, which forms part of the
total tax liabilities and tax penalties of the Subject
Companies.
DETAILS OF THE PROPOSED DEBT EQUITY SWAP
The Subject Companies will have an aggregate tax liabilities and
tax penalties amounting to RM165,000,000 owing to the Inland
Revenue Board of Malaysia (IRB) as at 31 December 2001. Pursuant
to the Agreement, the Subject Companies via AAB, proposes to
make separate applications to:
(i) the Minister for the time being charged with the
responsibility of finance (Minister) pursuant to Section
129(1)(b) of the Income Tax Act, 1967 to seek written remission
of their respective outstanding tax liabilities as at 31
December 2001 aggregating to RM145,031,963 (Minister's
Remission); and
(ii) the Director General of Inland Revenue (Director
General) pursuant to Section 124(3) of the Income Tax Act, 1967
to seek written remission of their respective tax penalties
aggregating to RM19,968,037 (Director General's Remission).
In relation to the above and pursuant to the Agreement, Aroma
has agreed to use its best endeavors to facilitate the issuance
of the Minister's Remission and Director General's Remission. In
consideration of Aroma having successfully facilitated the
issuance of the Minister's Remission and Director General's
Remission and subject to the fulfillment of all the conditions
precedent in the Agreement, AAB shall issue to Aroma, a total of
RM165,000,000 of RM1.00 nominal value ICULS at 100 percent of
its nominal value credited as fully paid-up (Proposed ICULS
Issue).
SALIENT FEATURES OF THE AGREEMENT
(i) Within ninety (90) days after the execution of the Agreement
or such extended period as the parties may mutually agree in
writing:
(a) the Company shall (and Aroma shall use its best endeavors
to facilitate the same) make the necessary application(s) to the
Minister and the Director General in relation to the Minister's
Remission and the Director General's Remission respectively; and
(b) the Company shall make the necessary application(s) to
the respective relevant authorities for the purpose of obtaining
the relevant approval(s).
(ii) If all the conditions precedent referred to in the
Agreement have not been fulfilled for any reason whatsoever
(unless waived by mutual written agreement) by the date falling
six (6) months from the date of the Agreement or such later
date(s) as the parties may mutually agree in writing, the
Agreement shall be deemed to be terminated and shall be null and
void and of no effect, and neither party thereto shall have any
claim against the other, save in respect of any antecedent
breach.
(iii) Notwithstanding the completion of the Proposed ICULS Issue
and the Minister's Remission and Director General's Remission
becoming effective, the Company and Subject Companies agree and
undertake to settle any balance tax liability remaining due and
owing thereafter upon such terms as the IRB and the Company
and/or Subject Companies may agree.
(iv) Aroma agrees and undertakes to place out, on a timely
basis, such number of ICULS as shall be sufficient to satisfy
any public spread requirements imposed by the Securities
Commission (SC) and/or the Kuala Lumpur Stock Exchange (KLSE)
prior to the listing of and quotation for the ICULS on the KLSE.
RATIONALE FOR THE PROPOSED DEBT EQUITY SWAP
The Proposed Debt Equity Swap will enable the Company to settle
all its tax obligations as at 31 December 2001 without burden on
its cash flows. In addition, the Proposed Debt Equity Swap will
also result in interest savings to the Company as the Company
will not be required to procure additional borrowings to settle
the tax liabilities and tax penalties.
EFFECTS OF THE PROPOSED DEBT EQUITY SWAP
AAB has also proposed to implement a corporate restructuring
exercise (AAB Corporate Exercise), the details of which are as
follows:
(i) the proposed acquisition of the entire equity interest in
Soon Theam Securities Sdn. Bhd. (STS) by AAB via Allied Avenue
Assets Sdn. Bhd. (formerly known as MGI Securities Sdn. Bhd.)
(AAA), a wholly-owned subsidiary of AAB, for a total cash
consideration to be based on the aggregate of RM67,000,000 and
the audited net tangible assets (NTA) of STS which shall be
determined by a due diligence audit to be carried out upon the
fulfillment of all the conditions precedent in the share sale
agreement;
(ii) the proposed acquisition of the entire equity interest
in Kestrel Securities Sdn. Bhd. (KSSB) by AAB via AAA for a
total purchase consideration to be based on 200 percent of the
audited NTA of KSSB which shall be determined by a due diligence
audit to be carried out upon the fulfillment of all the
conditions precedent in the share sale agreement;
(iii) the proposed merger of the businesses of Kin Khoon &
Co. Sdn. Bhd. (KKC) and AAA for a consideration of RM58.0
million for the acquisition of certain assets and agreements
employed in the conduct of its business and a consideration of
up to RM10.0 million for certain debts due and owing by
specified clients to KKC as at the completion date (as defined
in the business merger agreement) amounting to RM10.427 million
that are recovered by AAA within 12 months from the said
completion date;
(iv) the proposed renounceable rights issue of 313,387,920
new ordinary shares of RM1.00 each in AAB (Rights Shares) at an
issue price of RM1.00 per Rights Share with 174,104,400
detachable warrants (Warrants 2001/2006) for free on the basis
of nine (9) Rights Shares and five (5) free Warrants 2001/2006
for every five (5) ordinary shares of RM1.00 each in AAB (AAB
Shares) held on a date to be determined and announced later;
(v) the proposed employees' share option scheme for the grant
of options to the eligible employees (ESOS Options) for such
number of AAB Shares representing up to 10 percent (or such
other higher percentage as may be permitted by the relevant
regulatory authorities) of the issued and paid-up share capital
of AAB at any time during the existence of the scheme;
(vi) the disposal of a land together with an office tower
known as Menara Phileo erected thereon by AAB to Asia Life (M)
Berhad for a total cash consideration of RM92,600,000, which was
completed on 9 April 2001;
(vii) the proposed disposals of four (4) carparks by certain
wholly-owned subsidiaries of AAB to certain parties for a total
cash consideration of RM99,645,000; and
(ix) the proposed acquisition of the entire equity interests
in Phileo Asset Management Sdn. Bhd., Phileo Allied Options And
Financial Futures Sdn. Bhd. and PhileoAllied Unit Trust
Management Bhd by Pentaville Investments Limited, a wholly-owned
subsidiary of AAB from Phileo Allied Berhad (PAB), for a total
purchase consideration of RM23,000,000, which shall be satisfied
by the issuance of 23,000,000 new AAB Shares at par.
In view of the above, the effects of the Proposed Debt Equity
Swap on the issued and paid-up share capital, NTA and
shareholdings of substantial shareholders of AAB shall therefore
also take into account the effects of the AAB Corporate
Exercise.
Earnings
The Proposed Debt Equity Swap are expected to improve the
earnings of the AAB Group for the financial year ending 31
January 2002 and thereafter.
APPROVALS REQUIRED
The Proposed Debt Equity Swap shall be conditional upon the
following having been obtained:
(i) the approval of the SC, for the Proposed ICULS Issue;
(ii) the approval of the Foreign Investment Committee, for
the Proposed ICULS Issue;
(iii) the approval of the KLSE, for the listing of and
quotation for the ICULS and the new AAB Shares to be issued
pursuant to the conversion thereof on the Main Board of the
KLSE,
(iv) the approval of the shareholders of the Company in an
extraordinary general meeting (EGM) to be convened;
(v) the approval of the holders of the existing RM1.00
nominal value 2 percent irredeemable convertible unsecured loan
stocks 1996/2001 in AAB (ICULS 1996/2001) in a meeting to be
convened, for the Proposed ICULS Issue (if required);
(vi) the issuance of the Minister's Remission and Director
General's Remission in writing in such form and upon such terms
and conditions as may be acceptable to the Company;
(vii) the approval of any other relevant authorities.
DIRECTORS' AND SUBSTANTIAL SHAREHOLDERS' INTERESTS
As at the date hereof, Aroma is a substantial shareholder of
AAB, with direct shareholdings of 30,168,000 AAB Shares,
representing 20.09 percent equity interest in AAB. Aroma is
therefore deemed interested in the Proposed Debt Equity Swap and
shall abstain from exercising its direct voting rights on the
ordinary resolutions pertaining to the Proposed Debt Equity Swap
at the EGM of AAB to be convened.
Save as disclosed above and insofar as the Directors of AAB are
aware, none of the other Directors or substantial shareholders
of AAB or persons connected to the Directors or substantial
shareholders of AAB have any interest, direct or indirect, in
the Proposed Debt Equity Swap.
MANDATORY OFFER
Upon the completion of the Proposed Debt Equity Swap and
depending on the timing of the conversion of the ICULS into new
AAB Shares (Conversion), Aroma may own more than 33 percent
equity interest in AAB. Pursuant to Practice Note 2.3 of the
Malaysian Code on Take-overs and Mergers, this will give rise to
an obligation by Aroma to extend a mandatory offer to the other
shareholders of AAB to acquire all the remaining AAB Shares it
does not own after the Conversion (Mandatory Offer).
In the event that the Conversion shall result in Aroma having
the obligation to extend the Mandatory Offer, it is the
intention of Aroma to place out such numbers of ICULS and/or AAB
Shares as may be required to maintain an equity interest of not
more than 33 percent in AAB.
STATEMENT BY THE DIRECTORS
The Board of Directors of AAB after careful deliberation, is of
the opinion that the Proposed Debt Equity Swap is in the best
interest of the Company.
ADVISER
CIMB has been appointed as the adviser for the Proposed Debt
Equity Swap.
INDEPENDENT ADVISER
In compliance with Chapter 10 of the Listing Requirements of the
KLSE, the Directors of AAB have appointed Alliance Merchant Bank
Berhad as the independent adviser to the minority shareholders
of AAB in relation to the Proposed Debt Equity Swap.
APPLICATIONS TO THE RELEVANT AUTHORITIES
Applications to the relevant authorities for the Proposed Debt
Equity Swap are expected to be made within three (3) months from
the date of this announcement.
BRIDGECON HOLDINGS: Extension Application Pending
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Bridgecon Holdings Berhad (Special Administrators Appointed)
(BHB or the Company) had on August 10, 2001 submitted an
application to the Kuala Lumpur Stock Exchange (KLSE) regarding
an extension of time to release the Requisite Announcement.
Currently, the application is still pending KLSE's approval.
The Company, as one of the affected listed issuers, was required
to make an announcement to the KLSE of a plan to regularize its
financial condition within six (6) months from February 23, 2001
(the Requisite Announcement). Thus, the Company was required to
make the Requisite Announcement of its regularization plan on or
before 22 August 2001.
On 2 August 2001, the Company announced it would be requesting
that the KLSE extend the compliance time for PN4.
CHG INDUSTRIES: Enters Disposal Agreement With EBSB
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On behalf of the Board of Directors of CHG Industries Berhad
(CHG), Commerce International Merchant Bankers Berhad (CIMB)
announced that the Company had entered into a conditional sale
and purchase agreement (SPA) with Excellent Bonus Sdn Bhd (EBSB)
in relation to the Proposed Disposal.
DETAILS OF THE PROPOSED DISPOSAL
Introduction
On 23 August 2001, CHG entered into the SPA with EBSB for the
disposal of its entire equity interest in SGS comprising 100,000
ordinary shares of RM1.00 each together with up to 13,542,038
new ordinary shares of RM1.00 each in SGS to be issued pursuant
to a debt restructuring in Syarikat Galas Setia (Ulu Kelantan)
Sdn Bhd (SGS) (Capitalized Shares) (collectively referred to as
the Sale Shares), for a total cash consideration of RM2,000,000.
The restructuring of debts in SGS involves the following:
(i) the capitalization of an amount due to CHG of up to
RM4,917,953 by SGS, which will involve the issuance of up to
4,917,953 Capitalized Shares to CHG;
(ii) the assignment of bank borrowings of up to RM8,624,085
in SGS to CHG, which will involve the issuance of up to
8,624,085 Capitalized Shares by SGS to CHG; and
(iii) the assignment of part of a loan liability of CHG
Plywood Sdn. Bhd. (CHG Plywood), a wholly-owned subsidiary of
CHG, amounting to RM38,000,000 to either SGS or EBSB, which will
be set off against a similar amount due from SGS to CHG Plywood.
The Sale Consideration
The sale consideration of RM2,000,000 was arrived at on a
willing-buyer-willing-seller basis after taking into
consideration SGS's timber concession, its log supply, the debts
restructuring of SGS as well as the financial condition of CHG
and its subsidiaries (Group).
The Sale Shares will be disposed off free from all liens,
pledges, charges and other encumbrances whatsoever and with all
rights now or hereafter attaching thereto. No independent
valuation of SGS has been carried out pursuant to the Proposed
Disposal.
Salient terms of the SPA
The salient terms of the SPA are as follows:
(i) A sum of RM1.00 shall be paid to CHG by EBSB upon the
signing of the SPA;
(ii) The balance sum of the cash consideration of RM1,999,999
will be paid within seven (7) days from the date of the last
required approval is obtained;
(iii) The SPA is subject to the following conditions
precedent:
(a) the approval of CHG's shareholders in a general meeting
and other approvals required by the relevant authorities/parties
are obtained for the Proposed Disposal;
(b) the capitalization of liabilities in SGS into
Capitalized Shares; and
(c) EBSB or SGS assuming part of the loan liability of CHG
Plywood owing to a financial institution, amounting to
RM38,000,000;
(iv) SGS shall retain all its existing assets and liabilities
except for the liabilities involved in the debt restructuring of
SGS.
(v) In the event of termination of the SPA, CHG shall cause
SGS to enter into separate contracts with EBSB for the sale of
timber logs in the Unlogged Concession (please refer to Section
2.5 below) and under the Logs Supply (please refer to Section
2.5 below) upon the terms to be agreed upon by both parties.
NTA and Assumed Liabilities
There are no further liabilities to be assumed by SGS or EBSB
other than those arising as a consequence of consolidating SGS
as a subsidiary of EBSB and after taking into consideration the
debt restructuring of SGS.
As of 30 June 2001, SGS has an unaudited NTA of RM8,168,138 and
after the debt restructuring of SGS, which involves the
capitalization of up to RM13,542,038 (as set out in Section 1
above), the adjusted unaudited NTA of SGS will be RM21,710,176.
For the six (6)-month financial period ended 30 June 2001, SGS
suffered an unaudited loss after taxation of RM1,719,395.
Based on the audited NTA of SGS as at 31 December 2000 of
RM9,887,533, the adjusted NTA would have been RM23,429,571.
Information on SGS
SGS was incorporated in Malaysia under the Companies Act, 1965
as a private limited company on 2 August 1985 under its present
name of Syarikat Galas Setia (Ulu Kelantan) Sdn. Bhd.. SGS is
principally engaged in logging operations and carrying on the
business as commission agents, contractors and dealers in logs
and timber products.
The present authorized share capital of SGS is RM100,000
comprising 100,000 ordinary shares of RM1.00 each. The issued
and paid-up share capital of SGS is RM100,000 comprising 100,000
ordinary shares of RM1.00 each.
As at 30 June 2001, SGS had paid in advance a total amount of
RM28,897,248 for the long term logs supply which is represented
by an area covering 3,750.6 hectares of timber compartments
(Logs Supply). The unlogged timber concession of SGS is
represented by an area covering 5,732.0 hectares (Unlogged
Concession).
CHG acquired SGS on 31 May 1994 and the original cost of
investment was RM34,184,064. Including the effects of the debts
restructuring of SGS, the cost of investment in SGS by CHG would
increase to RM47,726,102.
Information on EBSB
EBSB was incorporated in Malaysia under the Companies Act, 1965
as a private limited company on 21 September 2000 under its
present name of Excellent Bonus Sdn. Bhd.
EBSB is principally engaged in logging operations. EBSB was
awarded a logging area of 4,260 hectares in Kelantan in July
2001.
The present authorized share capital of EBSB is RM1,000,000
comprising 1,000,000 ordinary shares of RM1.00 each. The issued
and paid-up share capital of EBSB is RM1,000,000 comprising
1,000,000 ordinary shares of RM1.00 each.
Proposed Utilization of Proceeds
The cash proceeds to be raised from the Proposed Disposal will
be utilized to finance the general working capital requirements
of the Group.
RATIONALE FOR THE PROPOSED DISPOSAL
The Proposed Disposal has been considered based on the following
factors:
(i) SGS made an audited loss after taxation of approximately
RM7.738 million and RM4.173 million for the financial years
ended 31 December 1999 and 2000 respectively. For the six (6)-
month financial period ended 30 June 2001, SGS suffered an
unaudited loss after taxation of RM1.719 million. These losses
have led to a substantial cash outflow from the Group which
resulted in the depletion of the Group's resources;
(ii) Turnover of SGS has been declining from RM38.1 million
in the financial year ended 1996 to RM21.6 million in the
financial year ended 2000. The decrease was mainly due to
operational and financial constraints faced by SGS in its timber
extraction activities;
(iii) SGS has an amount due to CHG Plywood of approximately
RM38.0 million. This amount represents part of the loan taken by
CHG Plywood to finance the operations and the procurement of
logs supply of SGS. With the Proposed Disposal, either EBSB or
SGS will assume RM38.0 million of the loan taken by CHG Plywood
as full and final settlement of the amount owing to CHG Plywood
by SGS;
(iv) the Proposed Disposal, as part of the Group's debt
restructuring process, will enable the Group to address its high
gearing level and reduce its borrowings by approximately RM38.0
million. The reduction in borrowings and interest expenses will
place the Group in a stronger financial footing to enable the
Group to continue as a going concern and will result in an
improvement in the cash flows of the Group, whereby such
resources can be channeled to productive areas of the Group; and
(v) the Proposed Disposal will also enable the Group to
streamline its operations and focus its resources on the Group's
core business of manufacturing and distribution of plywood and
veneer products so as to enhance shareholders' returns in the
long run.
EFFECTS OF THE PROPOSED DISPOSAL
Issued and Paid-up Share Capital
The Proposed Disposal will not have any effect on the share
capital of CHG as it does not involve any issue of new shares by
the Company.
Substantial Shareholders' Shareholdings
The Proposed Disposal will not have any effect on the
substantial shareholders' shareholdings in the Company.
Earnings
The Proposed Disposal is expected to be completed in first half
of the financial year ending 31 December 2002. It is not
expected to have any material effects on the earnings of the
Group for the financial year ending 31 December 2001. However,
the earnings for the financial year ending 31 December 2002 is
expected to decrease as a result of the loss from the disposal.
Thereafter as a result of the interest savings and the disposal
of the loss-making subsidiary, the future earnings of the Group
is expected to improve.
CONDITIONS OF THE PROPOSED DISPOSAL
The Proposed Disposal is subject to the approvals from the
following:
(a) The Securities Commission;
(b) The shareholders of CHG in an extraordinary general
meeting to be held at a later date;
(c) The approval of the Foreign Investment Committee;
(d) The requisite approvals from the lender banks of CHG, CHG
Plywood and SGS; and
(e) Any other authorities and/or parties.
DIRECTORS' AND SUBSTANTIAL SHAREHOLDERS' INTEREST
None of the Directors' and substantial shareholders of CHG and
persons connected to the Directors and substantial shareholders
of CHG have any interest, direct or indirect, in the Proposed
Disposal.
STATEMENT BY THE DIRECTORS
The Board is of the opinion that the Proposed Disposal is in the
best interest of CHG.
ADVISER
CIMB has been appointed as the adviser for the Proposed
Disposal.
ESTIMATED TIME FRAME FOR THE COMPLETION OF THE TRANSACTION
Barring any unforeseen circumstances and subject to all the
required approvals, the Proposed Disposal is expected to be
completed within six (6) months from the date of this
announcement.
Profile
CHG's core business is manufacturing plywood and other veneer
products for both the domestic and export market. CHG is also
involved in manufacturing and distribution of plywood and other
veneer products, logs extraction, manufacture of office
furniture, office seating products, trading in building
materials
and property investment. With a monthly production output of
20,000m3, the company operates its timber-related facilities
from
Selangor, Johor and Kelantan.
CHG was incorporated as an investment holding company. In
conjunction with the public listing of its shares, CHG embarked
on a restructuring exercise in June 1992 which involved the
acquisition of CHG Plywood and Cheng Hin Timber Industries.
On October 17, 2000, CHG unveiled its restructuring plan
involving a capital reduction and raising exercise and debt
settlement. The plan also entails the acquisition of a new
company whose principal activities lie in manufacture of
plywood, block-board, particleboard and laminated-board. The
proposals will enable CHG to regain its financial footing and
reduce its current financial leverage.
Moreover, the acquisition is synergistic with CHG's expansion
plans and establishment of strategically located manufacturing
hubs to support future logistics and distribution. This will, in
the long run, position CHG as a dominant player in the supply of
timber-based housing materials in Malaysia as well as Asian
countries.
EMICO HOLDINGS: Issues Shares To Enhance Proposed Debt Scheme
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Affin Merchant Bank Berhad (formerly known as Perwira Affin
Merchant Bank Berhad) (Affin Merchant), on behalf of Emico
Holdings Berhad (Emico or the Company), announced that the Board
of Directors of Emico has resolved to undertake the Proposed
Rights Issue to enhance the Proposed Debt Restructuring Scheme
and a new Proposed ESOS to replace the previous ESOS that had
expired on 19 May 2001.
Pursuant thereof, the Proposed Debt Restructuring Scheme,
Proposed Rights Issue, Proposed ESOS and Proposed Increase in
The Authorized Share Capital will be referred to as the
"Proposals".
DETAILS OF PROPOSED RIGHTS ISSUE
The Proposed Rights Issue entails the issue of up to 11,130,000
Rights Shares on the basis of one (1) Rights Share for every two
(2) existing ordinary shares held in Emico. The Rights Shares
shall, upon allotment and issue, rank pari passu in all respect
with the existing Emico shares in issue except that they will
not be entitled to any dividends, rights and/or distributions,
the entitlement date of which is prior to the date of allotment
of the Right Shares.
In determining the entitlement to the Right Shares, fractional
entitlements will be disregarded and will be dealt with by the
Directors of the Company as they deem fit in the interest of the
Company.
The indicative payment of the issue price for the Rights Shares
at RM1.00 shall be in two (2) calls as proposed below:
(i) A cash payment of RM0.50 per Rights Share; and
(ii) The balance of RM0.50 per Rights Share shall be credited
from Emico's share premium account.
The issue price of the Rights Shares at par is arrived at after
taking into consideration the lower of the three (3) month
weighted average, five (5) day weighted average and the closing
market prices of Emico shares as at 22 August 2001.
DETAILS OF THE PROPOSED ESOS
The Proposed ESOS will be governed by a set of By-Laws and
shall, inter-alia, stipulate the following indicative terms:
(a) Quantum
The total number of new ordinary shares of RM1.00 each to be
offered under the Proposed ESOS shall not be more than ten
percent (10 percent) of the issued and paid-up share capital of
Emico at any point of time during the existence of the Proposed
ESOS.
(b) Eligibility
An employee (including full-time Executive Directors) of the
Emico group shall be eligible to participate in the Proposed
ESOS, if the Executive Director/employee:
(i) is employed full-time by and is on the payroll of a
company within the Emico Group (other than a company which is
dormant); and
(ii) has attained the age of eighteen (18) years on the
date of allocation.
(c) Duration of the Proposed ESOS
The Proposed ESOS shall be in force for a period of five (5)
years from the date of commencement.
The Company is entitled to terminate the Proposed ESOS prior to
the expiry of the five (5) years period provided that prior to
the termination of the Proposed ESOS, the approval of the
Securities Commission ("SC"), the shareholders of Emico and all
holders of the unexercised ESOS options have been obtained.
(d) Option Price
The price payable upon the exercise of the options under the
Proposed ESOS shall be the higher of either of the following:
(i) a discount of not more than 10 percent from the five-
day (5) weighted average market price of the underlying shares
at the time the option is granted; or
(ii) the par value of the shares.
(e) Rights Attaching to New Shares
The new ordinary shares of RM1.00 each to be issued pursuant to
the exercise of the options under the Proposed ESOS shall, upon
allotment and issue, rank pari passu in all respects with the
then issued and fully paid-up ordinary shares of RM1.00 each of
the Company except that they will not be entitled for any
dividends, rights, allotments or other distributions, the
entitlement date of which is prior to the date of allotment of
the new shares.
PROPOSED INCREASE IN THE AUTHORISED SHARE CAPITAL
In order to accommodate the increase in the issued and paid-up
share capital of Emico pursuant to the Proposals, Emico proposes
to increase the authorized share capital of the Company from
RM50,000,000 comprising 50,000,000 ordinary shares of RM1.00
each to RM100,000,000 comprising 100,000,000 ordinary shares of
RM1.00 each. The Memorandum and Articles of Association of the
Company will be duly amended to reflect the increase.
RATIONALE FOR THE PROPOSED RIGHT ISSUE AND PROPOSED ESOS
The Proposed Rights Issue is expected to raise about RM5.565
million (based on the indicative cash portion of RM0.50 per
Rights Share) of which RM2.0 million will be utilized to defray
the expenses for the Proposals and the balance of RM3.565
million will be used as working capital to enable Emico to
finance its core business activities.
The Proposed ESOS is intended to reward and retain dedicated and
loyal employees whose services have contributed to the continued
growth of the Group's business. The Proposed ESOS would also
motivate employees of the Group towards better performance
through greater dedication and loyalty to the Group with the
view to enhance the productivity and long term profitability of
the Group. It is also designed to provide an incentive to
stimulate greater efforts to the eligible employees to continue
contributing towards the continued growth of the Group and at
the same time to generate a sense of ownership through the
equity participation.
FINANCIAL EFFECTS OF THE PROPOSALS
Share Capital
The proforma effects of the Proposals on the issued and paid-up
share capital of Emico is shown in Table 1 below.
Earnings
The Proposals are not expected to have any material effect on
the earnings of the Group for the financial year ending 31
December 2001.
Net Tangible Asset (NTA)
The proformal effects of the Proposals on the Group NTA is shown
in Table 1 below. The effect of the Proposed ESOS on the Group
NTA would depend on the number of options granted and exercised
at any point in time as well as the option price.
Shareholding Structure
The Proposed Rights Issue would not have any effect on the
shareholding structure of the Company should all shareholders
take up in full their respective entitlement under the Proposed
Rights Issue. The shareholding structure of the Company will be
altered upon exercise of the options under the Proposed ESOS and
conversion of the 451,537 units of irredeemable convertible
secured loan stocks ("ICSLS") to be issued pursuant to the
Proposed Debt Restructuring Scheme (as announced earlier on 8
August 2001), which may dilute the shareholding of the existing
shareholders.
APPROVALS REQUIRED
The Proposals are subject to, inter-alia, approvals of the
following:
(a) the SC;
(b) the Kuala Lumpur Stock Exchange, for the listing of and
quotation for the new Emico shares to be issued pursuant to the
exercise of options under the Proposals;
(c) the shareholders of Emico at an extraordinary general
meeting ("EGM") to be convened; and
(d) any other relevant authorities.
UNDERTAKING OF SUBSTANTIAL SHAREHOLDERS AND UNDERWRITING
ARRANGEMENT
Loh Lay Choo and Lim Beng Huan, being the substantial
shareholders of Emico, holding in aggregate 6,547,303 ordinary
shares of RM1.00 each representing 29.41 percent of the issued
and paid-up share capital of Emico as at 30 April 2001 will give
their written irrevocable undertaking to subscribe in full for
their respective entitlements under the Proposed Rights Issue.
The underwriting arrangement for the unsubscribed portion of the
Rights Shares pursuant to the Proposed Rights Issue will be
determined at a later date.
INTERESTS OF DIRECTORS AND SUBSTANTIAL SHAREHOLDERS AND PERSONS
CONNECTED TO THEM
Lim Beng Huan is the Executive Chairman, Loh Lay Choo is the
Managing Director and Lim Poh Hoon, Lim Teik Hian and Jimmy Ong
Chin Keng are the Executive Directors of Emico ("Interested
Directors"). They are entitled to participate in the Proposed
ESOS and are therefore deemed interested in the Proposed ESOS.
Accordingly, they will abstain from all deliberations and voting
in respect of their entitlements under the Proposed ESOS at all
meetings of the Board of Directors of Emico. They will also
abstain from voting in respect of their direct and indirect
shareholdings in Emico (if any) on the ordinary resolutions to
approve their respective entitlements and allotments under the
Proposed ESOS at an EGM to be convened.
The above Interested Directors will also undertake to ensure
that the persons connected to them by virtue of Section 122A of
the Companies Act, 1965 shall abstain from voting on the
resolutions to be tabled at the forthcoming EGM in relation to
the Proposed ESOS.
Save as disclosed above, none of the other Directors or
substantial shareholders of Emico and persons connected to them,
have any interest, direct and indirect, in the Proposed ESOS.
DIRECTORS' RECOMMENDATION
The Board of Directors of Emico after having carefully
considered the Proposed Rights Issue, Proposed ESOS, Proposed
Increase in the Authorized Capital as well as the Proposed Debt
Restructuring Scheme is of the opinion that the Proposals are in
the best interests of the Company.
ISUTA HOLDINGS: EGM To Be Held September 17
-------------------------------------------
On behalf of Isuta Holdings Berhad (IHB or the Company),
Commerce International Merchant Bankers Berhad announced an
Extraordinary General Meeting of IHB will be held at Semangkok
Room, Sunway Hotel Seberang Jaya, No.11, Lebuh Tenggiri Dua,
Pusat Bandar Seberang Jaya, 13700 Seberang Perai on September
17, 2001 at 11.00 a.m. for the purpose of considering and, if
thought fit, passing the following resolutions:
ORDINARY RESOLUTION 1 - PROPOSED DEBT RESTRUCTURING
"THAT, subject to the passing of the Ordinary Resolutions 3 and
9, and approval-in-principle being obtained from the Kuala
Lumpur Stock Exchange (KLSE) for the admission of the
Irredeemable Convertible Unsecured Loan Stocks (ICULS) to the
Official List of the KLSE as well as for the listing of and
quotation for the ICULS and the new ordinary shares of RM1.00
each upon conversion of the ICULS to be issued hereunder,
approval be and is hereby given to the Directors of the Company
to:
(a) allot and issue RM40,857,430 nominal value of 5-year 2
percent ICULS each to certain identified financial institutions
and creditor on the basis of approximately RM1.1132 nominal
value ICULS for every RM1.00 debt outstanding as at 31 December
1999 (rounded down to the nearest thousand for one of the
financial institutions and a creditor) but subject to such
exclusions or arrangements as the Directors may deem necessary
or expedient to deal with any legal or practical problems under
the laws of any overseas territory or the requirements of any
regulatory body or stock exchange;
(b) allot and issue RM100,000 nominal value of 5-year 2
percent ICULS at an issue price of RM1.00 each to Commerce
International Merchant Bankers Berhad at a cash issue price of
RM1.00 each, but subject to such exclusions or arrangements as
the Directors may deem necessary or expedient to deal with any
legal or practical problems under the laws of any overseas
territory or the requirements of any regulatory body or stock
exchange;
(c) allot and issue up to 27,304,953 new ordinary shares of
RM1.00 each in the Company pursuant to the conversion of the
ICULS, fractions of a share resulting from conversion will be
disregarded AND THAT the aforementioned new ordinary shares
will, upon issue and allotment, rank pari passu in all respects
with the then existing ordinary shares of IHB save and except
that they shall not be entitled to any dividends, rights,
allotments and/or other distributions, the entitlement date
(namely the date as at the close of business on which
shareholders must be registered in order to be entitled to any
dividends, rights, allotments and/or other distributions) of
which is prior to the date of allotment of the new ordinary
shares;
(d) fix the conversion price of the ICULS at RM1.50 nominal
value ICULS for every one (1) ordinary share of IHB of RM1.00
each; and
(e) to take all steps to enter into agreements, deeds,
arrangements, indemnities and guarantees as they may deem
necessary or expedient to give effect to the Proposed Debt
Restructuring with full power to assent to any conditions,
variations, modifications and/or amendments in any manner as may
be required by any relevant authorities and to deal with all
matters relating thereto and to take all steps and do all acts
and things in any manner as they may deem necessary or expedient
in connection with the Proposed Debt Restructuring.
And that the Standstill and Settlement Agreement dated 28 May
2001 and the various Deeds of Novations entered into between the
Company, its subsidiaries and the financial institutions and a
creditor, be and are hereby ratified and approved."
ORDINARY RESOLUTION 2 - PROPOSED DISPOSALS
"THAT, subject to the passing of Ordinary Resolutions 1 and 3,
approval be and is hereby given to the Company to dispose of:
(a) the entire equity interest in Isuta Sdn. Bhd., comprising
10,025,000 ordinary shares of RM1.00 each;
(b) 70 percent equity interest in Isuta (KL) Sdn. Bhd.,
comprising 70,000 ordinary shares of RM1.00 each;
(c) the entire equity interest in Isuta Singapore Pte. Ltd.,
comprising 26,002 ordinary shares of Singapore Dollar ("S$")
1.00 each;
(d) the entire equity interest in Enviropro Sdn. Bhd.,
comprising 2 ordinary shares of RM1.00 each; and
(e) approximately 18 percent equity interest in IBV Flexpack
Sdn. Bhd., comprising 526,911 ordinary shares of RM1.00 each;
to Newtechco Engineering Sdn. Bhd. (NESB for a cash
consideration of RM4,035,654 upon the terms and conditions of
the Disposal Agreement dated 16 November 1999 between the
Company and NESB AND THAT the Disposal Agreement dated 16
November 1999 entered into between the Company and NESB be and
is hereby ratified and approved
AND FURTHER THAT the Directors of the Company be and are hereby
authorized to take all such steps and to enter into all such
agreements, arrangements, undertakings, indemnities, transfers,
assignments and/or guarantees with any party or parties as the
Directors may deem fit, necessary, expedient and/or appropriate
in order to implement, finalize and give full effect to the said
disposal with full powers to assent to any conditions,
revaluations, modifications, variations and/or amendments as may
be required by any relevant authorities."
ORDINARY RESOLUTION 3 - PROPOSED ACQUISITIONS
"THAT, subject to the passing of the Ordinary Resolutions 1 and
9, and the approval-in-principle of the Kuala Lumpur Stock
Exchange for the listing of and quotation for the new ordinary
shares to be issued hereunder, approval be and is hereby given
to the Company to acquire from:
(a) Yap Kiew and Yap Phing Cern, of 5,000,000 ordinary shares
of RM1.00 each in Yapidmas Plantation Sdn. Bhd., representing
the entire equity interest therein, for a purchase consideration
of RM42,407,283, to be satisfied by the issuance of 41,172,119
ordinary shares of RM1.00 each in IHB at an issue price of
RM1.03 per share;
(b) Yap Kiew and Lee Foot Yin, of 300,000 ordinary shares of
RM1.00 each in Sri Kehuma Sdn. Bhd., representing the entire
equity interest therein, for a purchase consideration of
RM19,631,714, to be satisfied by the issuance of 19,059,917
ordinary shares of RM1.00 each in IHB at an issue price of
RM1.03 per share;
(c) Goh Poh Teen, Yap Fwee Yi and Yap Phing Siang, of 100
ordinary shares of RM1.00 each in Siangyi Plantation Sdn. Bhd.,
representing the entire equity interest therein, for a purchase
consideration of RM7,577,909, to be satisfied by the issuance of
7,357,193 ordinary shares of RM1.00 each in IHB at an issue
price of RM1.03 per share;
(d) Yap Kiew, Yap Phing Cern and Yap Phing Kuang, of
5,000,000 ordinary shares of RM1.00 each in Tanah Emas Telupid
Sdn. Bhd., representing the entire equity interest therein, for
a purchase consideration of RM31,932,000 to be satisfied by the
issuance of 31,001,942 ordinary shares of RM1.00 each in IHB at
an issue price of RM1.03 per share;
(e) Yap Kiew and Yap Phing Cern, of 5,500,000 ordinary shares
of RM1.00 each in Tanah Emas Oil Palm Processing Sdn. Bhd.,
representing the entire equity interest therein, for a purchase
consideration of RM28,382,187, to be satisfied by the issuance
of 27,555,521 ordinary shares of RM1.00 each in IHB at an issue
price of RM1.03 per share;
(f) Yap Kiew and Yap Phing Cern, of 2 ordinary shares of
RM1.00 each in Ladang Tunas Hijau Sdn. Bhd., representing the
entire equity interest therein, for a purchase consideration of
RM278,044, to be satisfied by the issuance of 269,946 ordinary
shares of RM1.00 each in IHB at an issue price of RM1.03 per
share;
(g) Yap Kiew, of an oil palm estate for a purchase
consideration of RM1,482,558, to be satisfied by the issuance of
1,439,377 ordinary shares of RM1.00 each in IHB at an issue
price of RM1.03 per share;
(h) Usaga Sdn. Bhd., of an oil palm estate for a purchase
consideration of RM2,576,331, to be satisfied by the issuance of
2,501,292 ordinary shares of RM1.00 each in IHB at an issue
price of RM1.03 per share;
(i) Sri Mosta Sdn. Bhd., of an oil palm estate for a purchase
consideration of RM9,930,677, to be satisfied by the issuance of
9,641,434 ordinary shares of RM1.00 each in IHB at an issue
price of RM1.03 per share;
(j) Ladang Melian Sdn. Bhd., of an oil palm estate for a
purchase consideration of RM2,039,792, to be satisfied by the
issuance of 1,980,381 ordinary shares of RM1.00 each in IHB at
an issue price of RM1.03 per share; and
(k) Syarikat Kebun Desa Sdn. Bhd., of an oil palm estate for
a cash consideration of RM4,378,164.
and upon the terms and conditions of the Shares Sale Agreements
dated 16 November 1999 and 10 May 2000, the Supplemental
Agreements dated 10 May 2000 and 17 August 2001 and the Second
Supplemental Agreements dated 17 August 2001 between the Company
and Yap Kiew, Yap Phing Cern, Lee Foot Yin, Goh Poh Teen, Yap
Fwee Yi, Yap Phing Siang and Yap Phing Kuang (the vendors of the
Target Companies) and the Sale and Purchase Agreement dated 10
May 2000 and the Supplemental Agreements dated 17 August 2001
between the Company and Yap Kiew, Usaga Sdn. Bhd., Ladang Melian
Sdn. Bhd., Syarikat Kebun Desa Sdn. Bhd. and Sri Mosta Sdn. Bhd.
(the Vendors of the Estates) AND THAT such new ordinary shares
in the Company to be issued shall rank pari passu in all
respects with the existing ordinary shares of the Company except
that they shall not be entitled to any dividends, rights,
allotments and/or other distributions, the entitlement date
(namely the date as at the close of business on which
shareholders must be registered in order to be entitled to any
dividends, rights, allotments and/or other distributions) of
which is prior to the date of allotment of the said shares.
AND THAT the Sale and Purchase Agreement dated 16 November 1999
and 10 May 2000, the Supplemental Agreements dated 10 May 2000
and 17 August 2001 and the Second Supplemental Agreements dated
17 August 2001 entered into between the Company and the vendors
of the Target Companies and the Sale and Purchase Agreements
dated 10 May 2000 and the Supplemental Agreements dated 17
August 2001 entered into between the Company and the vendors of
the Estates be and are hereby ratified and approved
AND FURTHER THAT the Directors of the Company be and are hereby
authorized to take all such steps and to enter into all other
agreements, arrangements, undertakings, indemnities, transfers,
assignments and/or guarantees with any party or parties as the
Directors may deem fit, necessary, expedient and/or appropriate
in order to implement, finalize and give full effect to the said
acquisition with full powers to assent to any conditions,
revaluations, modifications, variations and/or amendments as may
be required by any relevant authorities."
ORDINARY RESOLUTION 4 - PROPOSED SPECIAL ISSUE
"THAT, subject to the passing of Ordinary Resolutions 1, 3 and
9, and the approval-in-principle of the KLSE for the listing of
and quotation for the new ordinary shares of RM1.00 each to be
issued hereunder, the Directors be and are hereby authorized to
issue 30,030,878 new ordinary shares of RM1.00 each (Special
Issue Shares) at an issue price of RM1.00 each to Bumiputera
investors approved by the Ministry of International Trade and
Industry AND THAT the Special Issue Shares shall on issue and
allotment thereof, rank pari passu in all respects with the
existing ordinary shares of RM1.00 each of the Company except
that they shall not be entitled to any dividends, rights,
allotments and/or distributions the entitlement date of which is
before or on the date of allotment of the Special Issue Shares
AND THAT the Directors be and are hereby authorized to give
effect to the aforesaid Proposed Special Issue with full powers
to assent to any modifications and/or amendments as may be
required by the relevant authorities and to take all such steps
to implement, finalize and give full effect to the Proposed
Special Issue."
ORDINARY RESOLUTION 5 - PROPOSED UTILISATION OF PROCEEDS
"THAT approval be and is hereby given to the Directors of the
Company to utilize the proceeds to be derived from the Proposed
Special Issue, Proposed Disposals and Proposed Debt
Restructuring for such purposes as set out in the Circular to
the shareholders of the Company dated 24 August 2001."
ORDINARY RESOLUTION 6 - PROPOSED EMPLOYEES' SHARE OPTION SCHEME
"THAT, subject to the approval-in-principle of the KLSE for the
listing of and quotation for the new ordinary shares to be
issued upon exercise of the options to be granted hereunder, the
Directors of the Company be and are hereby authorized:
(a) to establish and administer an employees' share option
scheme for the benefit of eligible confirmed employees, eligible
full-time salaried executive directors and eligible contract
employees under which options will be granted to such employees
and executive directors to subscribe for new ordinary shares in
the share capital of the Company (Scheme) in which the Bye-Laws
is set out in Appendix VI of the Circular to Shareholders dated
24 August 2001
AND THAT all new IHB ordinary shares to be issued upon any
exercise of the options will, upon issue and allotment, rank
pari passu in all respects with the then existing issued
ordinary shares of the Company except that the new ordinary
shares will not be entitled to any dividends, rights, allotments
and/or other distributions, the entitlement date (namely the
date as at the close of business on which shareholders must be
registered in order to be entitled to any dividends, rights,
allotments and/or other distributions) of which is prior to the
date of allotment of the said shares and will be subject to all
the provisions of the Articles of Association relating to
transfer, transmission and otherwise and subject to such
amendments to the Scheme as may be made or required by the
relevant authorities and acceptable to the Directors;
(b) to modify and/or amend the Scheme from time to time
provided that such modification and/or amendment is effected in
accordance with the provisions of the Scheme relating to the
modification and/or amendment and to do all such acts and to
enter into all such transactions, arrangements and agreements as
may be necessary or expedient in order to give full effect to
the Scheme;
(c) to allot and issue from time to time such number of new
ordinary shares in the share capital of the Company as may be
required to be issued in accordance with the provision of the
Scheme provided that the aggregate number of shares to be
allotted and issued pursuant to this Resolution shall not exceed
ten per centum (10 percent) of the total issued and paid-up
ordinary share capital of the Company at the time of the offer;
and
(d) to consent to and to adopt, if they so deem fit and
expedient, such conditions, modifications and/or variations as
may be required or imposed by the relevant authorities in
respect of the Scheme."
ORDINARY RESOLUTION 7 - PROPOSED ISSUE OF OPTIONS TO CHAN BENG
TEIK
"THAT, subject to the passing of Ordinary Resolution 6, the
Board of Directors of the Company be and is hereby authorized to
offer and to grant Chan Beng Teik, being a full-time Executive
Director of IHB, options to subscribe for up to a maximum of
500,000 new IHB ordinary shares of RM1.00 each, under the
Proposed ESOS subject always to such terms and conditions and/or
any adjustments which may be made in accordance with the
provisions of the Bye-Laws of the Proposed ESOS."
ORDINARY RESOLUTION 8 - PROPOSED ISSUE OF OPTIONS TO Y. BHG.
DATO' HAMZAH BIN ZAINUDIN
"THAT, subject to the passing of Ordinary Resolution 6, the
Board of Directors of the Company be and is hereby authorized to
offer and to grant Y. Bhg. Dato' Hamzah bin Zainudin, being a
full-time Executive Director of IHB, options to subscribe for up
to a maximum of 500,000 new IHB ordinary shares of RM1.00 each,
under the Proposed ESOS subject always to such terms and
conditions and/or any adjustments which may be made in
accordance with the provisions of the Bye-Laws of the Proposed
ESOS."
ORDINARY RESOLUTION 9 - PROPOSED INCREASE IN AUTHORISED SHARE
CAPITAL
"THAT, subject to the passing of Ordinary Resolutions 1 and 3,
approval be and is hereby given to the Directors to increase the
authorized share capital of the Company from RM25,000,000
comprising 25,000,000 ordinary shares of RM1.00 each to
RM500,000,000 comprising 500,000,000 ordinary shares of RM1.00
each by the creation of an additional 475,000,000 new ordinary
shares of RM1.00 each and that as a consequence Clause V of the
Company's Memorandum of Association be deemed amended
accordingly."
SPECIAL RESOLUTION 1 - PROPOSED CHANGE OF NAME
"THAT, subject to the passing of Ordinary Resolutions 1, 3 and
9, the name of the Company be and is hereby changed from Isuta
Holdings Berhad to Tanah Emas Corporation Berhad and the
Directors of the Company be and are hereby authorized to carry
out all the necessary formalities in effecting the change."
MBF HOLDINGS: Unit Enters Shares Sale Agreement
-----------------------------------------------
The Directors of MBf Holdings Berhad (MBfH) revealed its wholly-
owned subsidiary, MBf Property Services Sdn Bhd (MBfPS) entered
into a Sale of Shares Agreement with Warisan Bahagia Sdn Bhd
(WBSB). MBfPS proposed the sale of its entire equity interest
comprising 250,000 ordinary shares of RM1.00 each in Intanpura
Sdn Bhd (ISB), in consideration for which WBSB has agreed, inter
alia, to transfer in favor of MBfPS, one completed condominium
identified as Unit 1-1-A1, Kondominium Titiwangsa Indah
estimated at RM279,000.00 and to further assume liabilities of
ISB upon the terms contained in the Sale of Shares Agreement.
The sale consideration was arrived at on a willing buyer and
willing seller basis.
Information on ISB
ISB has an authorized and paid-up share capital of RM500,000.00
and RM250,000.00 respectively. The company is principally
engaged in property development, in particular, the construction
of 35 units of apartments known as Kondominium Titiwangsa Indah,
Kuala Lumpur (Project).
Rationale for the Proposed Sale
The sale was recommended as the Project has been abandoned since
1998 and the continuation of the Project by WBSB would be in the
interest of the existing purchasers of the apartments and ISB.
Financial Effects of the Proposed Sale
The proposed sale is not expected to have any material financial
effects to the Group for the year ending 31 December 2001.
However, the sale would result in a gain of RM278,999.00 and
RM452,015.00 at Company and Group level respectively.
Interests of Directors, Substantial Shareholders and Persons
connected to the Directors and Substantial Shareholders
None of the directors, substantial shareholders and persons
connected to the directors and substantial shareholders of MBfH
has any interest, direct or indirect in the proposed sale.
Conditions for the Proposed Sale
The proposed sale is subject to the approvals of :
(1) Foreign Investment Committee which is required to be
obtained by WBSB;
(2) Any other relevant authorities, if required.
Profile
The Group began as Island Hotels & Properties, a developer of
hotels, holiday resorts and other landed properties. It later
diversified into financial services and manufacturing and bought
a substantial stake in Malaysia Borneo Finance Corporation (M)
Bhd (now MBf Finance Bhd), which was floated in 1983. The Group
ventured into insurance, credit cards and counter trade
businesses between 1983 and 1985. By 1987, the Group began
venturing overseas.
A restructuring and rationalization saw the Group transferring
its interests in financial services-related companies to MBf
Capital Bhd in 1992. MBf Capital was subsequently listed on KLSE
in place of MBf Finance following a share exchange.
In July 1998, the Company and some of its subsidiaries proposed
to restructure operations. All local lenders have given their
approvals-in-principal to a Scheme of Arrangement (SOA). The
proposed SOA, which includes the restructuring of the Group's
borrowings, involves MBf Holdings Bhd (MBfH) and selected
subsidiaries. It is anticipated to be completed by 1Q2001. A
major thrust is to reorganize the Group to focus on three core
businesses, i.e. credit card and related services, property
development, and trading. Meanwhile, operations of MBf Finance
have been completely taken over by BNM since January 1999
PAN MALAYSIA: Unit Under Receivership Dissolved
-----------------------------------------------
Pan Malaysia Holdings Berhad (PMH) said its subsidiary Meltis
Plc has been dissolved by the Registrar of Companies.
Henceforth, Meltis Plc ceased to be a subsidiary of PMH.
Meltis Plc was incorporated in United Kingdom on 2 November 1923
and went into administrative receivership on 16 April 1996.
Midland Bank Plc was the appointed Administrative Receiver of
Meltis Plc.
PMH had an effective interest of 70.66 percent in Meltis Plc
prior to its dissolution.
TIME ENGINEERING: Stages Shares Disposal To Boost Capital
---------------------------------------------------------
The Board of Directors of Time Engineering Berhad (TIME of the
Company) has agreed in principle to accept the conditional offer
from Datuk Abdul Rashid Abdul Manaff (the Purchaser) to acquire
TIME's entire 1,080,000 ordinary shares of RM1.00 each (the Sale
Shares) representing 60 percent of the equity interest in Anaza
Sdn Bhd at a purchase price of RM3,000,000 to be satisfied in
cash and subject to the execution of a formal sale and purchase
agreement (Proposed Disposal).
The proceeds from the Proposed Disposal will be utilized for
working capital purposes.
Anaza is an investment holding company with a 60 percent equity
interest in Radio Lebuhraya Sdn Bhd (RLSB), the operator of a
radio station under the name "TIME Highway Radio". RLSB was
awarded a broadcasting license on 21 July 1994 by the Government
to operate a radio station on FM frequency. The radio station
went on air on 31 August 1994.
Datuk Abdul Rashid Abdul Manaff is a shareholder of Anaza.
Through his holding in Anaza, Datuk Abdul Rashid Abdul Manaff
has an effective interest of 12 percent in RLSB.
=====================
P H I L I P P I N E S
=====================
COSMOS BOTTLING: RFM Tags Syjuco's Suit as "Nuisance"
-----------------------------------------------------
RFM Corp on Thursday labeled as a "nuisance suit" Iloilo
congressman Augusto Syjuco's petition for a temporary
restraining order (TRO) on the PhP15 billion ($294-million) sale
of Cosmos Bottling Corp to San Miguel Corp, Inquirer News
Service reported on August 23, which cited a statement by RFM'
s legal counsel Cristina Reyes.
Reyes said, "Mr. Syjuco was fully paid five years ago and we
have all the documents, and even the acknowledgment of his own
counsel at that time."
Tuesday Syjuco filed a petition with the Quezon City Regional
Trial Court, asking the court to rescind a memorandum of
agreement on the November 8, 1996 sale of Jaz Cola Philippines
to Cosmos. Jaz Cola is the Visayas region operation and one
among the Cosmos brands and businesses sold to the SMC group.
Syjuco, who sat as chair of Jaz Cola, claimed that Cosmos had
unjustly and deliberately failed to pay a balance of 145.58
million pesos to Jaz shareholders.
"In fact, an audit of the transaction in 1997 shows that there
was even an overpayment to Mr. Syjuco, as certified by the SGV
auditor and Emmanuel Rios, the president of Mr. Syuco's company
at that time," Reyes added.
"If you had a valid claim against somebody, why wait for five
years to make that claim? It makes you wonder what the real
motive is behind the filing of the TRO and injunction, at this
time when everyone knows there is a transaction under
consideration between CBC and SMC," Reyes said.
MUSIC CORP: Merel Investments To Buy 25M Shares
-----------------------------------------------
Dutch company Merel Investments N.V. is buying 25 million shares
or a 6 percent stake in Music Corp. Music shareholders,
including company president Michael Burton, have decided to sell
from their existing stakes the 25 million shares to Merel as the
investor was not willing to wait for the minimum two-month
period normally required to list new issued shares, Inquirer
News Service reported on August 23.
Music has 421.69 million outstanding shares, of which 33.73
percent was still available for foreign ownership. The 25
million shares was supposed to be issued by Music out of its
authorized but unissued capital stock at 1.82 pesos per share.
But the transaction will, in effect, enable Music to advance the
net cash proceeds and later on use these funds to pay for the
same number of new shares to be issued by the company once the
PSE has approved the new listing.
Music is currently raising $6 million to beef up the funds of
its flagship unit Music Semiconductors Inc, which is in need of
fresh funds to develop its newest microchip products. The fresh
capital build-up of Music involves the sale of an 18-percent
stake in Music Semiconductors.
NATIONAL POWER: Govt Nixes $400 Million Fresh Loans Offer
---------------------------------------------------------
The government rejected Thursday offers from three foreign
investment banks to raise fresh loans amounting to $400 million,
having sealed a long-term bond issue of the same amount for
National Power Corp (NPC). NPC is planning to issue its own
$400-million bond after restructuring and provision of a credit
guarantee, ABS-CBN News reported on August 23, which quoted
treasurer Sergio Edeza.
Hong Kong Shanghai Banking Corp (HSBC) offered to handle $200-
million private placement, while Deutsche Bank offered to handle
$100-million private placement and Banque Nationale de Paris to
take on the issuance of a $100-million debt instrument.
Edeza said, "The proposal of HSBC was something we considered,
but we had decided to turn it down. The other offers were
scrapped also."
=================
S I N G A P O R E
=================
L&M GROUP: Siwani Shareholders OK Issue Of 720M Shares
------------------------------------------------------
L&M Group Investments Ltd board announced that PT Siwani
Trimitra Tbk (Siwani) shareholders, on 22 August 2001,
unanimously approved the issuance to the company of 720 million
fully paid-up ordinary shares of Siwani.
In exchange the company shall, subject to the approval of the
regulatory authorities of the Republic of Indonesia, assign the
receivables of the Depot Satelit A Jakarta project to Siwani.
NATSTEEL LTD: Incurs S$123.181M Loss For 6 Mos Ended June 30
------------------------------------------------------------
Natsteel Ltd, in its unaudited Proforma Half Year Financial
Statement And Dividend Announcement, reported an group operating
loss, after tax and extraordinary items attributable to members
of the company, of S$123.181 million on consolidated results for
the six months ended 30 June 2001, compared last year's
operating profit of S$31.305 million for the same period.
The company, on the other hand, reported an operating loss,
after tax and extraordinary items attributable to members of the
company, of S$78.294 million, compared to last year's operating
profit of S$7.425 million for the same period.
===============
T H A I L A N D
===============
NAKORNTHAI STRIP: Court Postpones Rehab Plan Consideration
----------------------------------------------------------
Maharaj Planner Company Limited, as the Planner of Nakornthai
Strip Mill Public Company Limited, revealed the Court postponed
the date to conduct a hearing and consideration of the company's
Rehabilitation Plan until September 5, 2001 at 13.30 p.m., at
The Central Bankruptcy Court.
NAWARAT PATANAKARN: Petition For Reorganization Filed In Court
--------------------------------------------------------------
Construction and real estate developer Nawarat Patanakarn Public
Company Limited's (DEBTOR) Petition for Business Reorganization
was filed to the Central Bankruptcy Court:
Black Case Number Phor. 6/2543
Red Case Number Phor. 9/2543
Petitioner: Siam Commercial Bank
: Ekachart Finance and Securities Public Company
Limited
Planner: Mr. Mana Kunnasuth
Debts Owed to the Petitioning Creditor: 4,455,332,000
Date of Court Acceptance of the Petition: February 28, 2000
Court Order for Business Reorganization and Appointment of
Planner: March 20, 2000
Announcement of Court Order for Business Reorganization and
Appointment of the Planner: in Government Gazette on April 11,
2000
Number of creditors filing Applications for Debt Repayment: 199
Amount of debts: Bt4,646,157,679.18 and US$55,778,075.71
Deadline for the Planner to submit the Business Reorganization
Plan to the Official Receiver: July 11, 2000
Deadline for the Planner to submit the Plan to the Official
Receiver - Postponed 1st: August 11, 2000
Deadline for the Planner to submit the Plan to the Official
Receiver - Postponed 2nd: September 11, 2000
Appointment date for Creditors' meeting to consider the Plan:
October 2, 2000 at 9.30 am. Room no. 1105, 11th Floor Bangkok
Insurance Building
Court issued an Order Accepting the Reorganization Plan: October
10, 2000 and Appointed Chaiprakan Company Limited to be as the
Plan Administrator
Announcement of Court Order for Accepting the Reorganization
Plan: in Matichon Public Company Limited and Siam Rath Company
Limited: October 20, 2000
Announcement of Court Order for Accepting the Reorganization
Plan: in Government Gazette on November 7, 2000
Contact: Mr. Chanin Tel 6792512
QUALITY HOUSES: Appoints New Director, Audit Committee
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Quality Houses Public Company Limited announced the resolution
of its Board of Directors' Meeting No. 14/2001 on August 22,
2001, that the Board has approved the appointment of Adul
Vinaiphat as the director and audit committee of the Company
replacing Visit Tantisunthorn.
THAI PETRCHEMICAL: Bankruptcy Court Approves Unit's Debt Plan
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The Central Bankruptcy Court approved the Bt4.5-billion debt
restructuring plan of Rayong Tank Terminal Co (Rayong), a
subsidiary of Thai Petrochemical Industry Plc (TPI), The Nation
reported Friday.
The approved plan entails full repayment of debt within five
years, with some portion to be refinanced at the end of the
term.
Debts owed to non-trade creditors will be secured by charges
against company assets, The Nation noted.
"A good solution had been reached for a difficult situation.
This is a complex case because the operations of TPI and Rayong
are inter-dependent and tightly connected," Executive Director
Dan McKay of Churchill Pryce Planner Co, Rayong's plan
administrator, said.
Rayong went into court-sponsored reorganization process on Jan
16 right after creditors rejected the previous reorganization
plan.
TPI is implementing its own reorganization plan under a
different planner.
SANYO UNIVERSAL: Creditors Reject Two Bidders
---------------------------------------------
Sanyo Universal Electric Plc. (SUE) informed that Premier
Capital (2000) Co., Ltd. and Premier Enterprise Plc. have
decided to withdraw the tender offer for SUE's shares, as the
majority of the financial creditors who are their counterparts
in the debt restructuring have not consented.
Therefore, Premier CE Co., Ltd. will be the only one to bid
under the tender offer for SUE's shares from the public in
general at Bt2.50 per share.
SANYO UNIVERSAL: Resolves To Delist From SET
--------------------------------------------
Sanyo Universal Electric Public Company Limited posted the
resolution of meeting No. 7/2544 held on August 7, 2001 to
voluntarily delist the share of the Company from the Stock
Exchange of Thailand with the following details:
1. Type of Securities of the Company
1.1 Ordinary Shares
1.1.1 In the amount of 43,969,280 shares, with par value of
Baht 10.00 each, totaling Bt439.69 million
1.1.2 Becoming listed securities in the Exchange from
December 25, 1989
1.1.3 The latest trading price: Baht 1.30 per share on May
11, 2001
1.2 Debentures, Convertible Debentures
1.2.1 Amount issued: -debentures, with par value of Baht -
each, totaling Baht - million - debentures having been
redeemed/converted.
Balance: - debentures
1.2.2 Interest rate: -% per annum, conversion price: Baht -
Conditions of payment of interest/conversion: -
1.2.3 Offered to -on - , with a maturity of - years
Maturity date: -
1.2.4 Becoming listed securities in the Exchange from -
1.2.5 The latest trading price: Baht-per debenture on -.
1.3 Warrants on shares
1.3.1 Amount issued: - warrants on - with par value of Baht -
each, totaling Baht-million -warrants having been
exercised
Balance: - warrants
1.3.2 -warrant(s) may be exercised to subscribe for -
share(s) at Baht-per share
Conditions for exercise of warrants: -
1.3.3 Offered to - on - with a term of - years.
Final date for exercise: -
1.3.4 Becoming listed securities in the Exchange from -
1.3.5 Latest trading price: Baht - per warrant on -
1.4 Other types of securities (specify) :
2. Date of presentation to make recommendations concerning
delisting of shares Scheduled presentation date : August 31,
2001 at 14.00 hrs. at the Company's conference room on 2nd
floor, 19 Sukhumvit 103 (Soi Udomsuk), Nong Bon, Prawet, Bangkok
10260.
3. Date of shareholders meeting for delisting of shares
Scheduled date of 1st/2544 Extraordinary Shareholders' Meeting:
September 11, 2001 at 14.00 hrs. at the Company's conference
room on 2nd floor, 19 Sukhumvit 103 (Soi Udomsuk), Nong Bon,
Prawet, Bangkok 10260.
Scheduled date of closing of share register to suspend share
transfers to determine the shareholders who are entitled to
attend the shareholders meeting: August 22, 2001 at 12.00
noon until the completion of the said shareholders meeting.
4. Reasons and facts concerning delisting of shares
The Thai economic crisis prevailing over the past years has
drastically hurt SUE's financial position and operating results
such that its securities were classified in the rehab group and
risked being delisted.
The Company has tried to tackle all problems with various
measures so as to improve its performance. However, as the
economy has remained in the doldrums, the Company sees that it
will be time consuming to have all problems completely fixed,
thereby impacting the shareholders in terms of dividend.
At the same time, SUE's major shareholders wish to delist the
Company's shares from the Exchange so as to bring about more
flexibility in problem solving and enable them to fully support
the Company without being obliged to disclose business
information as well as significant business movements
and decisions which have been a threat to the Company's
competitive advantage compared with its competitors most of
which are non-listed.
The Company expects that with the support of its major
shareholders it will be able to continue the business with
competitiveness and build a strong financial health in the long
run.
In proceeding with the voluntary delisting of shares, the
Company will comply with the regulations proscribed by the SET
and the SEC and will further seek the approval of the
shareholders meeting.
5. The general offer to purchase shares of the Company from the
shareholders
5.1 The offeror or group of offerors: Premier CE Company Ltd
Name of the offeror: Premier CE Company Limited
Relationship with the Company: Having Common Directors
Amount of Shares (Held Shares): -
% of the Company's Paid- up Capital: -
The offeror and the Company have common directors as shown
below:
Name of Directors SUE Premier CE Company Limited
1.Mr. Vichien Phongsathorn x x
2.Mrs. Duangthip Iamrungroj x x
Shareholding in the Company by director of the offeror :
Mrs Vimolthip Phongsathorn,director of Premier CE Company
Limited which is the offeror, holds 6,996 shares or 0.02
percent of the Company's paid-up capital.
5.2 Offer price of securities-ordinary shares 2.50
Baht/share.
5.3 Name of financial advisor of the offeror:
Adkinson Securities Public Company Limited
5.4 Name of independent financial advisor: IFCT Advisory
Company Limited
5.5 Tender offer conditions: The offeror shall not make the
tender offer unless the following approvals have been
obtained:
1.A resolution of the Company's shareholders meeting
approving the delisting of shares from the Exchange subject to a
vote of at least three-fourths of the total shares issued
with the disapproval vote not exceeding 10 percent of the total
shares issued; and
2.A resolution of the Board of Governors of the SET
approving the delisting of shares of the Company.
5.6 Other Conditions
The offeror is considering an appropriate action for the case
of the Company's shareholders who sold shares of the Company
between 12 April 2001 and 11 May 2001 (temporary trading
period), during which the Stock Exchange of Thailand (SET)
allowed the temporary trading of the Company's shares after the
Company's notification to the SET of its decision to prepare a
business rehabilitation plan.
6. Shareholding distribution on August 3, 2001
6.1 Top ten major shareholders
Name Nationality Type of Amount of Shareholding
BusinessShares Held Percentage
1.Premier Enterprise Plc.
Thai Holding Company 14,836,361 33.74
2.Sanyo Electric Co., Ltd. of Electrical Appliances
Japanese Manufacturer 10,120,000 23.02
3.Sanyo Electric Trading Co., Ltd
Japanese Trading 3,080,000 7.00
4.Toyota Tsusho Corporation
Japanese Trading 1,760,000 4.00
5.Mr. Paiboon Tungtongsak
Thai Entrepreneur 1,070,000 2.43
6.Thailand Securities Depository Company Limited (for Foreign
Company depositor)
Foreign Depository 510,100 1.16
7.Sanyo (Thailand) Company Limited
Thai Trading 330,000 0.75
8.Liquidation 1 Company Limited
Thai Holding Company 310,612 0.71
9.Mr. Somkiat Chinthammitr
Thai Entrepreneur 292,000 0.66
10.Mr.Virat Thirawattanawong
Thai Employee 283,000 0.64
6.2 Number of shareholders
- Total number of shareholders is 1,189 , altogether
holding 43,969,280 shares
- Number of small shareholders who hold not more than
0.5 percent of the paid-up capital but not less than one board
lot is 973, altogether holding 9,004,549 shares, representing
20.83 percent of the paid-up capital
7. Board of Directors of the Company on August 3, 2001
Name Position Shareholding
Percentage
1.Mr. Pramude Buranasiri Chairman and Independent 0.10
Director
2.Mr. Udom Chatiyanonda Director -
3.Mr. Vichien Phongsathorn Director -
4.Mr. Suradej Boonyawatana Director and President -
5.Mr. Thira Wipuchanin Director and Independent -
Director
6.Mrs.Duangthip Iamrungroj Director -
7.Mr. Mitsuo Fujita Director -
8.Mr. Kiyoshi Hayashida Director -
9.Mr. Hiroyuki Seki Director -
10.Mr.Seiji Taniuchi Director and Independent -
Director
11.Mr.Yoshiaki Hasegawa Director -
12.Mr. Kiyomiji Nakamura Director -
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
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USA, and Beard Group, Inc., Washington, DC USA. Lyndsey Resnick,
Maria Vyrna Nineza, Roy Tabamo, Editors.
Copyright 2000. All rights reserved. ISSN: 1520-9482.
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