/raid1/www/Hosts/bankrupt/TCRAP_Public/010926.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
Wednesday, September 26, 2001, Vol. 4, No. 188
Headlines
A U S T R A L I A
ANSETT: ANZ Continues Cooperative Efforts W/Administrators
CAPRAL ALUMINIUM:S&P Downgrades Rating To BB-,Outlook Negative
HARTS AUSTRALASIA: ASIC Begins Liquidation Process
MAXIS CORPORATION: Posts Extract From Chairman's Report
NEWCREST MINING: Perpetual Trustees Lowers Stakes To 6.86%
ONE.TEL: ASIC Obtains Former Officers' Modified Undertakings
PASMINCO: Administration Not Applicable To Overseas Units
PASMINCO LIMITED: Posts Letter From Ferrier Hodgson
PASMINCO LIMITED: Reports Of Broken Hill Sale Inaccurate
C H I N A & H O N G K O N G
HUNG MEI: Winding Up Petition To Be Heard
KIN DON: Rights Issue Documents Dispatched
NEW BEST: Faces Winding Up Petition
PACIFIC CENTURY: Price Movements' Cause Unknown
SMARTONE TELECOMMUNICATIONS: Loss Line Still Running High
UNY ENGINEERING: Winding Up Petition Hearing Set
VOLKSMEDIA TECHNOLOGIES: Winding Up Petition Scheduled
I N D O N E S I A
TIMAH TBK: Imposed Tax Could Foster Plant Closure
J A P A N
DAIMARU INCORPORATED: Closing Two Australian Outlets
* Fitch Comments On Asahi Joining Holding Co Formed By Daiwa
K O R E A
DAEWOO SHIPBUILDING: Posts Pre-Tax Loss
HYNIX SEMICONDUCTOR: Plan May Result In U.S. Complaint To WTO
HYUNDAI CONSTRUCTION: Optimistic Regarding Order Goals
HYUNDAI HEAVY: Wins US$600M In Offshore Projects
HYUNDAI HEAVY: October Separation From Hyundai Group Planned
HYUNDAI MOTOR: Chair's Motives Behind Trip Questioned
HYUNDAI PETROCHEMICAL: Creditors' Debt Rollover Discussion Set
SAMSUNG ELECTRONICS: W500B Bond Issue Planned
SHINSUNG TONGSANG: Sells Indonesian Unit
M A L A Y S I A
AMSTEEL CORPORATIONL: Seeks KLSE Extension Approval
GOLDEN PLUS: Regularizes Interest Payment To EON Bank
MALAYSIAN MOSAICS: RAM Reaffirms Long-Term A3(s) Bond Rating
MGR CORPORATION: Enters Restructuring Agreement W/ Renaissance
PAN MALAYSIA: Completion Date Of Sale Agreement Extended
TENAGA NASIONAL: RAM Assigns AA1(s) To Debt Securities
UNITED ENGINEERS: Enters Maintenance Agreement With Propel
P H I L I P P I N E S
MONDRAGON INTERNATIONAL: Court Favors Mondragon In Case
NATIONAL POWER: Bidding For Insurance Policy Set Thursday
NATIONAL POWER: Closing Deal On Steam Fields, Plants
NATIONAL STEEL: City Wants Plant Opened Soon
* S&P Comments On Philippine Banking System, Downgrades PNB
S I N G A P O R E
AMTEK ENGINEERING: Posts Changes In Director's Interests
BRIERLEY INVESTMENTS: Conducts Briefing For Analysts And Media
KEPPEL CAPITAL: OCBC Makes Compulsory Acquisition Of Shares
KEPPEL CORPORATION: Passes Special Resolution
WING TAI: Posts Daily Share Buy-Back Notice
T H A I L A N D
B.GRIMM ENGINEERING: Posts Restructuring Plan Changes
I.S.A COMPANY: Petition For Reorg Filed In Bankruptcy Court
T TIME INDUSTRY: Faces Bankruptcy Suit File By Phayathai
TPI POLENE: CEMEX Posts Negotiations Progress
TPI POLENE: SET Suspends Trading Of Stocks
- - - - - - - -
=================
A U S T R A L I A
=================
ANSETT: ANZ Continues Cooperative Efforts W/Administrators
------------------------------------------------------------
The Acting Chairman of Ansett Australia's parent firm Air New
Zealand Limited (ANZ), Dr Jim Farmer, issued this statement:
"Good progress continued to be made today in discussions between
Air New Zealand, its major shareholders and the New Zealand
Government on steps to recapitalize Air New Zealand Limited.
"We also had constructive discussions during the weekend with
the voluntary administrators at Ansett Holdings and hope to
continue them in the cooperative spirit that has been
established since the new administrators took over.
"I expect reconvene the meeting of the full Board of the company
in the next two days to complete the consideration of the
recapitalization plan that was adjourned last Friday."
CAPRAL ALUMINIUM:S&P Downgrades Rating To BB-,Outlook Negative
--------------------------------------------------------------
Standard & Poor's lowered its long-term corporate credit rating
on Capral Aluminium Ltd. (Capral) Tuesday to double-'B'-minus
from double-'B'. At the same time, the rating was removed from
CreditWatch with negative implications where it was placed on
Aug. 27, 2001. The outlook is negative.
The rating action follows the release of Capral's weaker-than-
expected half yearly financial results to June 30, 2001. The
result primarily reflects significant losses from the company's
aluminum remelt facility, cyclically weak demand, higher input
costs from a weaker Australian dollar (A$) and higher aluminum
prices, and costs associated with an internal restructuring
program.
Standard & Poor's also notes that the weaker A$ helped to limit
import competition for its extrusion and distribution businesses
during this six month period. These results were the first since
the divestment of the company's aluminum smelting operations in
October 2000, the proceeds of which were used to complete a
A$304 million buyback of 67% of the company's issued capital.
Athough Capral enjoys large market shares in both aluminum
extrusion and distribution in Australia and New Zealand, these
markets are significantly exposed to the building and
construction cycles, exchange rate and metal price movements,
and strong competition from domestic and international
competitors. Imports, in particular, have enjoyed strong growth
in market share in the past five years, given the relatively
high cost base of the domestic producers, and a reduction in
tariff barriers.
Accordingly, domestic extruders are being forced to
significantly reduce their cost structures in order to compete
more effectively with imports. Capral is undertaking a major
cost reduction program designed to provide the company with a
globally competitive cost base, particularly in its extrusion
operations.
Although Capral's strategy is considered sound, Standard &
Poor's notes that the expected sales margin improvements could
be undermined by poor implementation of its cost reduction
strategy, or by continued price competition, driven by weaker-
than-expected demand, market oversupply, and a potential
increase in imports. Despite Capral's weak first half result,
underlying cash flows from continuing operations, excluding the
remelt facility, are considered fair relative to the company's
debt obligations, with debt levels expected to reduce
significantly over the second half from asset sale proceeds and
a reduction in working capital.
Further, the implementation of an appropriate strategy to stem
losses at the remelt facility, and to reduce the cost base of
the extrusion operations, should enable the company to
materially improve its cash flows in the short to medium term.
Although some modest increases in debt in 2002 is expected from
acquisitions and restructure costs, debt levels are expected to
remain below Capral's 35%-40% debt-to-equity target range in the
next few years. Standard & Poor's expects that Capral will
actively manage increases in debt levels in line with progress
in reducing its cost base.
OUTLOOK: NEGATIVE.
The outlook reflects the uncertainties surrounding the company's
loss-making remelt operations, and ability to realize expected
cost savings from its restructuring program. The outlook also
incorporates a potential for continued weak economic conditions
and strong price competition in the near term, which could
undermine the extent of any cost savings.
Standard & Poor's expects that if the company is able to
demonstrate solid progress toward its cost savings and earnings
targets, and satisfactorily address the operating losses at its
remelt facility, the outlook could be revised to stable in the
next 12 months-18 months.
HARTS AUSTRALASIA: ASIC Begins Liquidation Process
--------------------------------------------------
The Australian Securities and Investments Commission (ASIC)
announced Monday that it has commenced proceedings in the
Federal Court of Australia seeking the appointment of a
provisional liquidator to accounting group Harts Australasia
Limited.
The holding company Harts Australasia Limited and its 36
subsidiaries are named in the court application.
ASIC is seeking the appointment of a provisional liquidator, or
the appointment of a receiver and manager, to ensure an
independent consideration of the best interests of investors and
creditors.
As a result of ASIC's action in this matter, the Australian
Stock Exchange has today suspended trading in Harts Australasia
Limited shares.
ASIC does not propose to comment any further until the matter at
this time.
MAXIS CORPORATION: Posts Extract From Chairman's Report
-------------------------------------------------------
Maxis Corporation Limited posted extract from Chairman's report
to be included with 2001 statutory accounts:
CORPORATE STRATEGY
When we acquired Australian Business Technologies Pty Limited in
July 2000, we had a clearly defined objective of becoming a
leading integrated provider of network solutions and hardware,
procurement and outsourcing and IT services. The ABT Group
already had a substantial infrastructure and customer base to
achieve this. This objective has not changed despite our recent
difficulties and the changes in the global and local economic
environment, particularly as they relate to information
technology.
However it has caused us to vary our strategy to achieve this
objective which I now describe in more detail.
The corporate structure of the Maxis Group is as follows:
Maxis Corporation
100%
Australian
Business
Technologies
100% 100% 100%
ABT Managed Heartland
Supplyline Networks Communications
The trading controlled entities were structured as three
separate entities to provide complementary services and together
offered a vertically integrated communications solution.
ABT SUPPLYLINE PTY LIMITED
ABT Supplyline was a supplier of network and IT equipment. The
company would assist companies in the design of a network
system. It would then source the necessary equipment, configure
it to the client's specifications, integrate the various
components and install them in the customer's premises.
Whilst the company enjoyed reasonably high turnover, nearly $17
million in the six months ended December 2000, the downturn and
competition in IT sales substantially reduced margins to a level
where hardware products have become commodities. The company's
gross profit margin declined to less than 10% in the first half,
a rate insufficient to sustain the level of overheads
commensurate with a public company.
Accordingly, following the Administrators' appointment to this
company, they decided to close down the business, a decision we
supported as we saw no prospect for any recovery in margins.
However, we retain the ability to provide this service on a
selective basis to our clients.
NDT PTY LIMITED (TRADING AS MANAGED NETWORKS)
Managed Networks is currently the cornerstone of the Maxis Group
providing managed services of clients' information systems with
up to 9,000 end users. Essentially, it involves the remote
management of a customer's IT infrastructure including Local
Area Network (LAN), Wide Area Network (WAN) and desktop support
services within pre-defined service level agreements (SLAS). To
our clients, the IT system is generally not core business and is
better out-sourced to a specialist service provider such as
Managed Networks.
ARBT PTY LIMITED (TRADING AS HEARTLAND COMMUNICATIONS)
Heartland fitted into the strategy by providing satellite based
bandwidth at a competitive cost to companies with diverse
locations. We believed this would give us a competitive edge
over other providers of managed services who lacked the
capability to manage multi-location facilities.
A year ago we procured the only two-way satellite capability
within Australia allowing subscribers to send and receive
information in a cost-effective manner. The only other satellite
offering at that time was one-way, which allowed subscribers to
receive data but only respond via some other communication
medium, generally terrestrial (by land).
Our satellite capability, being distance neutral, therefore had
particular application in rural and remote areas where
traditional land-based methods of communication are
prohibitively expensive. To prove the effectiveness of our
technology, we implemented a trial of 243 users in remote
country areas (the Farmwide Trial).
The majority of these customers were in some of the remotest
areas in Australia. We invested several million dollars in
satellite hardware and subsidized the equipment to the customer
whilst our technology was proven. We then intended to
progressively switch our focus to the corporate market.
Unfortunately it now appears that the appointment of the
Administrators came just before the commercial effectiveness
of our strategy could be proven.
FUTURE PLANS
The appointment of the Administrators and Receiver and Manager
has forced us to take significant remedial action in the
business. Both the workforce and the office facilities have been
significantly reduced as we have refocused on our core business,
Managed Networks, to target the mid-market.
Managed Networks continues to enjoy attractive margins and is
significantly cash flow positive. More importantly, its
infrastructure has considerable surplus capacity and our
intellectual property (IP) is highly scaleable. We therefore
have the scope to substantially increase turnover in this
business with a relatively small increase in costs and capital
investment.
Nevertheless, we do not under-estimate the problems of
maintaining and building the business. As hardware supply
margins have eroded, so competitors are examining the entrance
into the managed networks business. We therefore will seek to
expand our service offering to protect our market. It is
apparent that a company's IT network is becoming more and more
critical to its success.
This increased reliance and the need for access to and prompt
distribution of data means that storage and security are
becoming unavoidable and essential. We will therefore be seeking
to diversify our service capability to include Storage Area
Network (SAN) and Network-attached Storage (NAS) solutions in
conjunction with networking solutions and equipment.
Heartland has the potential to play a critical role in this
strategy. At least one other competitor now has a two-way
satellite capability so we no longer have a "first mover"
advantage in this market.
Additionally, the Federal Government has recently announced a
subsidy of $150 million to Telstra for the provision of
telecommunication services to remote and rural areas. Obviously,
we believe this subsidy to be anti-competitive and in conflict
with the Government's declared policy of an open and equitable
market. We have conveyed our concern to the Government but
pending redress, the rural and remote retail market has become
much more difficult for us although opportunities still exist in
the corporate and government markets.
Nevertheless, the potential to satellite-enable our Points of
Presence via Heartland could reduce the communication costs of
customers, giving us a significant price and technology
advantage over other managed services providers. Heartland is
still cash flow negative due to its relatively small size and
the high costs of transponder space.
Nevertheless, we have, pared our fixed costs to such an extent
that for the time being we are comfortable with this cash
outflow relative to the flexibility it provides us and the
potential it has to turn cash flow positive in the future.
NEWCREST MINING: Perpetual Trustees Lowers Stakes To 6.86%
----------------------------------------------------------
Perpetual Trustees Australia Limited decreased its relevant
interest in Newcrest Mining Limited on 20/September/2001, from
19,715,772 ordinary shares (8.02%) to 19,179,315 ordinary shares
(6.86%).
ONE.TEL: ASIC Obtains Former Officers' Modified Undertakings
------------------------------------------------------------
David Knott, Chairman of the Australian Securities and
Investments Commission (ASIC), announced that revised consent
undertakings have been obtained in relation to former One.Tel
officers, Jodee Rich, Bradley Keeling and Mark Silbermann (the
former officers) and Mrs Maxine Rich.
Original asset-freezing undertakings, which were obtained by
ASIC in the NSW Supreme Court following the commencement of an
investigation on 30 May 2001, imposed comprehensive restrictions
on the former officers and Mrs Rich from disposing or otherwise
dealing with their assets, and restrictions on the former
officers from leaving Australia without giving notice to ASIC.
Effective Monday, those undertakings have been replaced by new
undertakings to the Court that will remain in force until 14
December 2001.
Under the new undertakings the former officers are precluded
from transferring assets outside Australia without consultation
with ASIC. The new undertakings also continue travel
restrictions on the former officers to notify ASIC seven days
before any intended travel outside Australia. However, ASIC has
not sought to renew the more onerous terms of the previous
undertakings preventing the former officers from dealing with
their assets within Australia.
ASIC has also obtained undertakings precluding Mrs Rich from
transferring out of Australia any assets that were transferred
to her under the financial agreement pursuant to section 90C of
the Family Law Act relating to the Vaucluse house and other
property.
"ASIC has taken into account the liquidator's investigation and
ASIC believes that the terms of the new orders are appropriate
in the circumstances," Knott said.
"We have noted that the liquidator may, if he considers it
appropriate, seek additional undertakings in connection with any
proceedings that he may initiate for financial compensation or
recovery from any party under the insolvent trading provisions
of the Corporations Act. ASIC understands that the liquidator
will not be in a position to properly assess the merits of any
such proceedings in the current calendar year.
"Pending receipt of advice from the liquidator on the likelihood
of proceedings for insolvent trading, ASIC's investigations are
focused on issues of market disclosure and governance (duties of
officers and directors), which are proceeding independently.
ASIC will attempt to conclude these areas of investigation so
that any decisions about the commencement of proceedings can be
made prior to expiration of the new restraining undertakings on
14 December 2001," he said.
These undertakings do not constitute any finding of wrongdoing
against any of the participants.
PASMINCO: Administration Not Applicable To Overseas Units
---------------------------------------------------------
The Directors of Pasminco appointed John Spark and Peter
McCluskey of the Turnaround Management firm, Ferrier Hodgson,
Administrators of the Australian companies in the Pasminco Group
(the Group). The overseas subsidiaries are not subject to the
Voluntary Administration.
The purpose of the Voluntary Administration was to assist with
the restructure process of the Group and obtain further funding
for a restructure.
Spark said that in terms of the ongoing trading of the business,
it will be very much business as usual. The Group will continue
with its mining and smelting activities in Australia, the
Netherlands and the United States and the sale of metals
worldwide.
"There are sufficient assets to meet all existing employee
entitlements. We can assure the employees that all of their
entitlements are secure and will be honored as the business goes
forward," he said.
"The book value of assets after the writedowns for 2001 still
remain at $3.3 billion.
"There is a sale process in place for the Century and Broken
Hill mines and it is intended this sale process will continue.
"It is important to note that since our appointment we have
secured an additional $300 million in funding from the company's
major creditor banks.
"Accordingly, there will be no fire sale of assets and we now
have the flexibility to work to restructure the business to
deliver value to all stakeholders.
"The Voluntary Administration will provide breathing space to
the Group whilst a full and thorough assessment of its financial
position is undertaken and a plan put together which offers the
best prospects for the future of the Group's businesses.
"Our main focus is to restructure the business. This may include
the going concern sale of some of the individual assets.
During the course of the Voluntary Administration our objectives
will be:
* To keep the business operating as usual during the review
period.
* To formulate a plan for the restructure of the business.
* To sell elements of the businesses where appropriate.
The broad process following the appointment of an Administrator
is as follows:
* Within five days of the appointment a meeting of creditors
is held to elect a Creditors Committee and confirm the
appointment of the Administrators.
* The Administrators immediately commence work on a review
and a possible restructure of the company which provides for a
viable business into the future.
* A second meeting of creditors is held to put a proposal to
creditors for their consideration. It is presently envisaged
that this will take place in three to four months.
Spark went on to say that in relation to the potential sales of
assets, the sale process for Broken Hill Mine and Century Mine
will continue, however these assets will not be sold unless the
price is within the Administrators' expectations.
"In the meantime, we as Administrators, in conjunction with the
senior management of the Group, will be reviewing each operation
and preparing a strategy that provides the best outcome for
stakeholders." Spark said.
Spark said the company's debt currently stands at approximately
$2.9 billion as follows:
$million
Trade Creditors 250
Financiers 1,700
Foreign Exchange Banks 750
Employers 200
2,900
PASMINCO LIMITED: Posts Letter From Ferrier Hodgson
---------------------------------------------------
Pasminco Limited's administrators P D McCluskey and J M Spark of
Ferrier Hodgson issued this letter:
LETTER FROM FERRIER HODGSON
1. APPOINTMENT OF ADMINISTRATORS
John Menzies Spark and I were appointed joint and several
Administrators of Pasminco and all wholly owned Australian
subsidiaries (see listing attached) (referred to collectively as
Pasminco) on 19 September 2001 pursuant to Section 436A of the
Corporations Law. The overseas subsidiaries are not subject to
the Voluntary Administration.
We have taken control of the operations of Pasminco. The
directors of Pasminco will be requested to prepare a Report as
to Affairs as at the date of our appointment and to furnish
information to our office with respect to the business, property
and affairs of Pasminco.
2. ONGOING TRADING ARRANGEMENTS
Please note that Pasminco's Australian businesses are continuing
to trade under our control. I reiterate that it is "business as
usual". I confirm all outstanding trade/operating (ie non
finance) creditor liabilities will be paid in accordance with
their normal trade terms. As such, there will not be a
requirement to assert a retention of title in this case.
We will be in contact with Pasminco's key suppliers to confirm
ongoing trading arrangements during the administration period.
In the meantime, we have commenced an urgent assessment of the
financial position of Pasminco. In simple terms, a Voluntary
Administration provides "breathing space" to a company whilst a
full and thorough assessment of its financial position is
undertaken, and a plan is put together which provides the best
prospects for the future of the business.
During the course of the Voluntary Administration, we will be:
* Keeping the business operating as usual during this review
period.
* Looking to restructure the business where appropriate.
* Considering the possibility of selling the whole or part of
the business as going concerns.
We are working closely with the management of Pasminco to
preserve the business whilst the future strategy for Pasminco is
determined.
In the event that a tax invoice is not provided where required
by Pasminco, we will be obliged by law to deduct 48.5% from any
payment due and pass this amount on to the Australian Taxation
Office.
In respect of orders that have already been placed by Pasminco,
or new orders that are placed with you, these will be approved
internally by Pasminco staff in the normal existing manner and
do not need to be approved by the Administrators, unless advised
to the contrary.
All trade/operating liabilities that are owing to creditors as
at 19 September 2001 will be paid in full in accordance with
your normal trading terms.
Similarly, the Administrators accept liability for all ongoing
goods and services ordered by Pasminco from today, and these
will be paid in accordance with your normal trading terms.
Please open a new account styled "Pasminco Limited
(Administrators Appointed)" and charge future authorized orders
to that account. All invoices should continue to be sent to
Pasminco as normal.
3. MEETING OF CREDITORS
We are required to call a meeting of creditors ("the first
meeting") within 5 business days of our appointment pursuant to
Section 436E of the Corporations Law. The purpose of this
meeting is to provide creditors with an opportunity to:
* appoint a Committee of Creditors; and
* appoint an alternative Administrator, if they so desire.
In this regard, we enclose the following:
1. NOTICE OF MEETING OF CREDITORS
Please note that the meeting will be held at Dallas Brooks
Convention & Function Center Auditorium, 300 Albert Street, East
Melbourne on Wednesday 26 September 2001 at 11.00am.
2. INFORMAL CLAIM FORM FOR VOTING PURPOSES
All creditors are requested to furnish full details of their
claims, indicating whether they rank as secured, preferential or
unsecured.
3. INSTRUMENT OF PROXY
Please find attached detailed instructions and guidance notes
for the completion of the proxy.
Although Proxy forms may be submitted at any time prior to the
meeting of creditors, it would be appreciated if creditors would
submit their Proxy forms by 12.00 noon, Tuesday 25 September
2001.
4. A copy of "The Creditor" guidance notes for the first
meeting.
5. A publication of the Insolvency Practitioners Association of
Australia and the Australian Securities and Investments
Commission concerning the Administrators' rights and obligations
and other matters.
6. Schedule of remuneration rates for administration of a
company.
A full listing of known creditors of Pasminco is available for
review at this office.
Please note that it is imperative that creditors correctly
complete the Proof of Debt and Proxy forms, clearly identifying
which company you are a creditor of.
Please also note that the creditors meeting is a concurrent
meeting for all companies. Creditors will only be able to vote
on any resolutions at the meeting which specifically relate to
the company to which they are a creditor.
Further instructions shall be provided to creditors at the
forthcoming meeting.
I suggest that creditors attend the venue in sufficient time to
allow for registration prior to the meeting. In this regard,
registration will be possible from 9.30am.
A second meeting of creditors (the "Proposal Meeting") to
determine the future of Pasminco is normally held within 28
days. Please note that given the large and complex nature of
Pasminco's business activities, we expect that we will apply to
the Court to extend the period to convene the Proposal Meeting.
Should you have any further queries in this matter, please
contact Joanne Diep or Christine Bertolotti of this office.
PASMINCO GROUP COMPANIES IN VOLUNTARY ADMINISTRATION
* Pasminco Limited ACN 004 368 674
* Pasminco Investment Holdings Pty Limited ACN 082 291 736
* Pasminco Century Mine Limited ACN 006 670 300
* Pasminco Cockle Creek Smelter Pty Limited ACN 000 083 670
* Pasminco Metals Pty Limited ACN 005 565 284
* Pasminco Finance Limited ACN 007 289 296
* Pasminco Pacific Pty Limited ACN 005 416 008
* Pasminco Australia Limited ACN 004 074 962
* Pasminco Port Pirie Smelter Pty Limited ACN 008 046 428
* Pasminco International Pty Limited ACN 004 934 534
* Pasminco International (Holdings) Pty Limited ACN 066 088
159
* The Emu Bay Railway Company Limited ACN 009 475 790
* Pasminco Investments Pty Limited ACN 082 291 674
* PCML SPC Pty Ltd ACN 083 652 500
* Pasminco Broken Hill Mine Pty Limited ACN 000 005 774
* Pasminco Global Trading Pty Ltd ACN 082 932 116
* Savage Resources Limited ACN 009 551 624
* Ramala Holdings Pty Limited ACN 056 689 117
* Savage Australian Exploration Pty Ltd ACN 071 375 169
* Savox Pigments Pty Ltd ACN 003 035 694
* Savage EHM Pty Ltd ACN 071 375 114
* Savage EHM Finance Pty Ltd ACN 071 375 221
COMPANIES FORM 529A
CORPORATIONS ACT 2001 Paragraph 5.6.12(2)(aa)
NOTICE OF FIRST MEETING OF
CREDITORS OF COMPANY UNDER ADMINISTRATION
Pasminco Limited
(Administrators Appointed)
A C N 004 368 674
Pasminco Investment Holdings Pty Limited
(Administrators Appointed)
A C N 082 291 736
Pasminco Century Mine Limited
(Administrators Appointed)
A C N 006 670 300
Pasminco Cockle Creek Smelter Pty Limited
(Administrators Appointed)
A C N 000 083 670
Pasminco Metals Pty Limited
(Administrators Appointed)
A C N 005 565 284
Pasminco Finance Limited
(Administrators Appointed)
A C N 007 289 296
Pasminco Pacific Pty Limited
(Administrators Appointed)
A C N 005 416 008
Pasminco Australia Limited
(Administrators Appointed)
A C N 004 074 962
Pasminco Port Pirie Smelter Pty Limited
(Administrators Appointed)
A C N 008 046 428
Pasminco International Pty Limited
(Administrators Appointed)
A C N 004 934 534
Pasminco International (Holdings) Pty Limited
(Administrators Appointed)
A C N 066 088 159
The Emu Bay Railway Company Limited
(Administrators Appointed)
A C N 009 475 790
Pasminco Investments Pty Limited
(Administrators Appointed)
A C N 082 291 674
PCML SPC Pty Ltd
(Administrators Appointed)
A C N 083 652 500
Pasminco Broken Hill Mine Pty Limited
(Administrators Appointed)
A C N 000 005 774
Pasminco Global Trading Pty Ltd
(Administrators Appointed)
A C N 082 932 116
Savage Resources Limited
(Administrators Appointed)
A C N 009 551 624
Ramala Holdings Pty Limited
(Administrators Appointed)
A C N 056 689 117
Savage Australian Exploration Pty Ltd
(Administrators Appointed)
A C N 071 375 169
Savox Pigments Pty Ltd
(Administrators Appointed)
A C N 003 035 694
Savage EHM Pty Ltd
(Administrators Appointed)
A C N 071 375 114
Savage EHM Finance Pty Ltd
(Administrators Appointed)
A C N 071 375 221
1. Notice is given that on 19 September 2001, the above
mentioned companies, under Section 436A, appointed John Menzies
Spark and Peter Damien McCluskey of Ferrier Hodgson, Level 25,
140 William Street, Melbourne as the joint and several
Administrators of the respective companies.
2. Notice also is given that a joint meeting of the creditors of
the companies will be held at the Dallas Brooks Convention &
Function Center Auditorium, 300 Albert Street East Melbourne on
26 September 2001 at 11.00am.
3. The purpose of the meeting is to determine:
3.1 whether to appoint a committee of creditors; and
3.2 if so, who are to be the committee's members.
4. At the meeting, creditors may also, by resolution:
4.1 remove the Administrator from office; and
4.2 appoint someone else as Administrator of the company.
FERRIER HODGSON
CHARTERED ACCOUNTANTS
THE CREDITOR
THE FIRST MEETING CONVENED BY AN ADMINISTRATOR
This first meeting is held within 5 business days after the
administration begins. It has a limited agenda. Creditors are to
decide:
* whether to appoint a committee of creditors to assist the
administrator, and if so which persons are to be on that
committee, and
* whether the administrator should be removed and replaced by
another registered liquidator, who has consented to act.
A subsequent "proposal" meeting will be held to decide the
company's future, and when convening that "proposal" meeting,
the administrator must report to you on the options available.
The proposal meeting itself may be adjourned if further
information or deliberations are required.
That report is required to state whether creditors will be
better served by a proposed deed of company arrangement (if any)
offered by the company, or by liquidation. Amongst other things,
this will require the administrator to investigate recoveries
that might be available in liquidation, but would otherwise not
be available.
If you wish to vote at a creditors meeting you should complete
the attached statement of claim/formal proof.
The proxy form attached nominating a person to vote on your
behalf must be completed by:
i. all corporate creditors who wish to be represented at the
meeting, even when it is a director who will be attending the
meeting; or
ii. individuals who are unable to attend the meeting
personally but wish to appoint someone to represent them.
The administrator will chair the meeting, and a resolution may
be passed by the voices. However any two creditors present and
entitled to vote may demand a poll to be taken. To be successful
a resolution requires a simple majority in number and value of
those creditors present in person or by proxy and voting on the
issue.
The chairman may exercise a "casting vote" to break a deadlock
if there is a majority in value/number but a minority in
number/value.
Creditors who are directors or related entities are not excluded
from the voting. Secured creditors may vote in respect of the
whole of their debt or claim, without deducting the value of
their security.
PASMINCO LIMITED: Reports Of Broken Hill Sale Inaccurate
--------------------------------------------------------
Pasminco Chief Executive Officer Greig Gailey said that media
reports claiming that the Broken Hill mine had been sold were
incorrect.
"Media coverage relating to the appointment of a voluntary
administrator by the Pasminco Board on 19 September has been
widespread. In a matter carrying such interest and impacting on
locations across the country, it is possible that information
may be misinterpreted or not fully understood.
"I can confirm that the Broken Hill mine has not been sold. It
is on the market and to date one bid has been received. This bid
will be reviewed along with any further bids and the sale will
proceed if the offer is acceptable. The Company also intends to
sell the Century mine in Queensland and indicative bids are
expected next week.
"Throughout the sales process, Pasminco will ensure it maintains
ongoing communication with all stakeholders, and employees in
particular," Gailey said.
================================
C H I N A & H O N G K O N G
================================
HUNG MEI: Winding Up Petition To Be Heard
-----------------------------------------
The petition to wind up Hung Mei Engineering Company Limited is
scheduled for hearing before the High Court of Hong Kong on
November 7, 2001 at 9:30 am. The petition was filed on August
1, 2001 by Lui Chun Kit ofRoom 1614, Lung Shun Lau, Wong Tai
Sin, Kowloon, Hong Kong.
KIN DON: Rights Issue Documents Dispatched
------------------------------------------
The Directors of Kin Don Holdings Limited announced that the
Rights Issue Documents, containing the Rights Issue prospectus,
the PAL and the EAF, in relation to the Rights Issue, were
dispatched to the Qualifying Shareholders on 21 September 2001.
Dealings in the Rights Shares in their nil-paid form will
commence on Wednesday, 26 September 2001 and will end on Monday,
8 October 2001 (both dates inclusive).
Outstanding conditions of the Rights Issue:
The Rights Issue is still conditional upon the obligations of
the Underwriter under the Underwriting Agreement becoming
unconditional and the Underwriting Agreement not being
terminated in accordance with its terms. Except for these
unfulfilled conditions, the other conditions of the Rights Issue
have been fulfilled.
Latest time for acceptance and payment:
The latest time for payment for, and acceptance of, the Rights
Shares is 4:00 p.m. on Thursday, 11 October 2001 and the
expected date for the Rights Issue to become unconditional is
Wednesday, 17 October 2001.
NEW BEST: Faces Winding Up Petition
-----------------------------------
The petition to wind up New Best Dynasty Seafood Restaurant
Limited is scheduled before the High Court of Hong Kong on
October 31, 2001 at 9:30 am. The petition was filed with the
court on July 31, 2001 by Ngai Wing Wah of Room 323, Heng Yue
Hourse, Fu Heng Estate, Tai Po, New Territories, Hong Kong.
PACIFIC CENTURY: Price Movements' Cause Unknown
-----------------------------------------------
Pacific Century CyberWorks Limited noted the recent increase in
the price and trading volume of the shares of the Company and is
not aware of any reasons for such increases.
The Company also confirmed that no negotiations or agreements
relating to intended acquisitions or realizations which are
discloseable under paragraph 3 of the Listing Agreement, neither
is the Board aware of any matter discloseable under the general
obligation imposed by paragraph 2 of the Listing Agreement,
which is nor may be of a price-sensitive nature.
SMARTONE TELECOMMUNICATIONS: Loss Line Still Running High
---------------------------------------------------------
SmarTone Telecommunications is expected to report its second
consecutive annual loss, despite an improvement in the second
half. Analysts from Credit Suisse First Boston, Credit Lyonnais
Securities Asia, DBS Securities and Salomon Smith Barney predict
a loss of between HK$203M and HIK$340M before any exceptional in
the year to June 30.
The company lost HK$113M in the half to December, and HK$363M in
financial 1999/2000. CSFB analyst Chris Fang said that he was
expecting a HK$14M operating profit, on the back of an
aggressive cost-cutting initiative, offsetting the HK$19M
interim loss.
SmarTone management had indicated to analysts that it could make
a provision of up to HK$100M on the broadband venture. On the
operational side, analysts expected SmarTone's blended average
monthly revenue per user would fall to between HK$219 and HK$236
from HK$265 because of the strong competition among tariffs. In
the past couple of weeks, many brokerages have been speaking
favorably about SmarTone. They have been raising earnings
estimates in the wake of the falling share price.
UNY ENGINEERING: Winding Up Petition Hearing Set
------------------------------------------------
The petition to wind up Uny Engineering Limited is set for
hearing before the High Court of Hong Kong on December 19, 2001
at 9:30 am.
The petition was filed with the court on August 27, 2001 by Hui
Tit Leung of Room 2214, Sau Ming House, Sau Mau Ping, Kwun Tong,
Kowloon, Hong Kong.
VOLKSMEDIA TECHNOLOGIES: Winding Up Petition Scheduled
------------------------------------------------------
The hearing on the petition to wind up Volksmedia Technologies
Limited is set before the High Court of Hong Kong on December
19, 2001 at 9:30 am.
The petition was filed on August 28, 2001 by Ng Wai Ho, Howard
of 21 Bamboo Lodge, Chung Chi College, Shatin, New Territories,
Hong Kong.
=================
I N D O N E S I A
=================
TIMAH TBK: Imposed Tax Could Foster Plant Closure
-------------------------------------------------
Tin producer PT Timah Tbk's Bangka-Belitung plant survival will
be threatened if the regional authority implements its proposed
20% tax on tin sales, IndoExchange reported Friday, citing an
analyst from a local securities company.
The regional authority also charges the company value-added tax,
building and land tax, and payment of Rp100/kg tin sand.
The company is already suffering from the plunge in tin prices
in the international market, which now stands at a 30-year low
of $3,630 per ton.
However, Timah will still book a profit in the fiscal year 2001,
though its net profit will be likely lower than 2000's, said the
analyst.
Since early 2000, the company's expenses have increased due to
rupiah depreciation and lower demand. Tin export only reached
35,000 tons tin sand.
TCR-AP reported last week that the company is predicting huge
losses for next year, due to a combination of massive illegal
mining activity at its mining sites and low international price
for the commodity.
=========
J A P A N
=========
DAIMARU INCORPORATED: Closing Two Australian Outlets
----------------------------------------------------
Kyodo News reported Tuesday that Department store operator
Daimaru Incorporated will shut down and liquidate its two stores
in Australia due to a prolonged decline in sales.
Its Melbourne store, which opened in September 1991, will be
closed by the end of July 2002, while its Gold Coast store, set
up in September 1998, will be closed by the end of January 2002,
the company said.
Wright's Investors Service, in their financial profile of the
department store operator, states that at the end of 2001, the
company had negative working capital, as current liabilities
were Y218.49 billion while total current assets were only
Y155.71 billion.
As of February 2001, the company's long term debt was Y76.94
billion and total liabilities (i.e., all monies owed) were
Y308.37 billion. The long term debt to equity ratio of the
company is 0.98.
* Fitch Comments On Asahi Joining Holding Co Formed By Daiwa
------------------------------------------------------------
Fitch, the international rating agency, notes the joint
announcement by Asahi Bank and the Daiwa Bank Group in reaching
a basic agreement over Asahi joining the holding company to be
established by Daiwa. The agreement is subject to approval by
shareholders of the banks and the regulatory authorities, with
the holding company expected to be formed during the current
fiscal year ending March 2001.
In addition to the Daiwa and Asahi banks, two Kansai regional
banks in which Daiwa holds a controlling interest will also come
under control of the holding company; it will also see a new
trust bank formed by the spinning-off of Daiwa's trust unit and
later merging it with that of Asahi's trust subsidiary.
Daiwa Bank Holdings, Inc. will be the initial corporate name for
the holding company, which will be headquartered in Osaka. The
current chairman and the president of Daiwa Bank are each to
assume similar positions at the holding company upon its
formation. It has also been announced that a senior Asahi
director will become deputy president, while presidents of the
regional banks will be appointed directors.
The stated objectives of the bank holding company are to form a
new type of super regional banking entity in Japan. Asahi is
based in the Tokyo and the Saitama areas of the Kanto region,
while the Daiwa Bank Group is based in Kansai. The holding
company will have an 'open-door policy' towards other regional
financial institutions and aims to be a consortium of Japanese
financial institutions.
The Daiwa Bank Group and Asahi will seek synergies through
unified strategies, reallocation of resources and providing a
wider array of products and services. Fitch notes that the group
banks are also expecting to benefit from the following
rationalization effects, namely:
* A reduction in the total number of branches by 32%;
* A 27% cutback in employees and a 14% reduction in total
expenses;
* The banks have established a number of financial
performance and strength targets to be met by fiscal year
2006/07.
Fitch placed the ratings of Asahi on Rating Watch Negative on 10
September, 2001, currently at Long-term 'BBB+', Short-term 'F2'
and Individual 'D/E'. Asahi's share prices had been under
speculative attack amidst a variety of rumors, which the bank
describes as "without foundation".
Speculation centered on the possible consequences should the
bank be unable to pay dividends on its preferred shares
currently held by Japan's Deposit Insurance Corp. (See the
agency's release 'Japan's Asahi Bank Placed on Rating Watch
Negative' of 10 September on its web site,
www.fitchresearch.com.) Fitch will review the latest
developments in relation to Asahi in order to resolve the Rating
Watch.
In August 2001, Asahi's Individual rating was lowered, along
with 16 other Japanese banks, primarily due to the agency's
concerns over asset quality and stock portfolio exposure. Also
at that time, Asahi's Long-term debt rating was lowered to
'BBB+' and the Outlook was changed to Negative due to the above
concerns and its market positioning, which Fitch viewed as
weakening.
=========
K O R E A
=========
DAEWOO SHIPBUILDING: Posts Pre-Tax Loss
---------------------------------------
Daewoo Shipbuilding & Marine Engineering posted a pre-tax loss
in August, the first monthly shortfall since it was created in
October last year. The end of a debt-rescheduling pact with
creditors raised interest payments. The pre-tax loss before one-
time items totaled 26.7B won in August, compared with a profit
of 11B won in July, Daewoo Chief Financial Officer Nam Sang Tae
said.
HYNIX SEMICONDUCTOR: Plan May Result In U.S. Complaint To WTO
-------------------------------------------------------------
According to The Digital Chosun Tuesday, the planned US$2.3
billion debt-for-equity conversion package for rescuing Hynix
Semiconductor could force the United States to file a complaint
with the World Trade Organization (WTO).
Micron Technology, based in Idaho, a major rival of Hynix,
claimed that the creditor-led refinancing plan for the Korean
chip maker amounts to a government bailout as the Hynix
creditors are either partially or wholly owned by the Korean
government.
Micron cited as basis for its complaint certain terms laid out
by the U.S. in 1997, when the IMF issued loans to prop up
Korea's financial institutions. Those terms, agreed to by the
Korean government, prohibited the use of IMF funds to aid
Korea's semiconductor manufacturers.
Micron is currently pressing for the U.S. Treasury Department
and U.S. Trade Representatives to file a complaint with the WTO
if the debt-for-equity swap moves ahead.
HYUNDAI CONSTRUCTION: Optimistic Regarding Order Goals
------------------------------------------------------
Hyundai Engineering and Construction said Monday that it expects
no difficulty in attaining this year's new order target of W6.8
trillion, the Korean Herald reported September 25.
The company said the drop in the order-taking target from W8
trillion to 6.8 trillion reflected its concentration on
profitable overseas projects. Furthermore, the company has been
selective in order-taking in the domestic market as well,
focusing on projects with a low ratio of cost to contract sum.
The construction firm had order backlogs totaling W19 trillion
as of August this year. The company's debt was lowered from W4.4
trillion at the end of last year to W2.2 trillion now following
creditors' debt-for-equity swaps.
HYUNDAI HEAVY: Wins US$600M In Offshore Projects
------------------------------------------------
Hyundai Heavy Industries (HHI) announced Tuesday that the
company won two turnkey offshore construction projects, totaling
US$600 million, both projects valued at US$300 million.
The first project is for the Indonesian firm Unocal, the other
for Maersk from Qatar, the Digital Chosun reported September 25.
The Unocal project entails building facilities to tap natural
gas from a seabed area 970 meters from ground level and to
pipeline it to an on-land gas terminal, due to be completed in
April 2003. The Qatar project involves building crude oil and
gas-tapping facilities scheduled for operation by June 2003.
HYUNDAI HEAVY: October Separation From Hyundai Group Planned
------------------------------------------------------------
Hyundai Heavy Industries (HHI) is expected to apply for
separation from the Hyundai Group early October and win approval
from the Fair Trade Commission by the end of the year, the Korea
Herald reported Tuesday.
According to the report, HHI would be able to separate from the
Hyundai Group this year if Hyundai Merchant Marine, the second
largest shareholder in HHI, lowers its stake to below 3 percent,
while HHI sells off its stakes in Hyundai Corp. and Hyundai Asan
Corp.
Analysts in SK Securities say HHI will suffer losses in the
second half of the year in connection with the capital reduction
of Hyundai Petrochemical and sales of its stakes in Hyundai
Corp. and Hyundai Asan to expedite de-affiliation.
HYUNDAI MOTOR: Chair's Motives Behind Trip Questioned
-----------------------------------------------------
Chung Mong-koo, Hyundai Motor Group Chair, left Japan Saturday.
The Digital Chosun reported that rumors have it that the sudden
trip was made to avoid a National Assembly inquiry Monday on
Hyundai Mobis, an affiliate of the motor group.
The affiliate recently acquired a controlling stake in Korea
Rolling Stock Corporation, and questions have been raised as to
whether or not government privileges were included in the deal.
Hyundai Motor explained that its Chair left for Japan to meet
representatives of Hyundai's Japanese affiliate and about 20
sales offices there, and to monitor the sales of Hyundai cars in
Japan.
HYUNDAI PETROCHEMICAL: Creditors' Debt Rollover Discussion Set
--------------------------------------------------------------
Creditors of Hyundai Petrochemical Co. said Monday that they
will meet Thursday to decide on whether to extend the ailing
company's debts, Korea Herald reported Tuesday.
Hanvit Bank, Hyundai's main creditor said that the meeting has
been called to see if all creditor financial institutions would
agree to freeze the firm's debts for one month, a preparatory
step toward rescheduling its debts.
Approval by creditors holding more than 75 percent of Hyundai
Petrochemical's outstanding debts is required to impose a debt
freeze.
If a one-month debt freeze is implemented, creditors will be
able to reschedule Hyundai Petrochemical's debts.
In order to keep Hyundai Petrochemical, the creditors plan to
convert its debts of W400 billion into equity and roll over
debts of W1.9 trillion.
SAMSUNG ELECTRONICS: W500B Bond Issue Planned
---------------------------------------------
The Korea Herald reported Tuesday that Samsung Electronics plans
to issue W500 billion in bonds Oct. 4 to revolve its maturing
bonds.
The company issued the same amount of bonds Aug. 27 to refinance
maturing bonds for the first time in 3 years. It plans to float
an additional W500 billion worth of bonds before the end of the
year, thus making the total W1.5 trillion.
By the end of the year, the company needs to refinance a total
of W1.9 trillion in bonds.
Analysts say Samsung's massive bond issuance indicates that the
company is determined to secure cash to prepare for the expected
delay in the recovery of the global semiconductor industry.
Daishin Securities estimated Samsung's sales in the third
quarter at W6.9 trillion, down 14.5 percent from the second
quarter, and its operating losses at W147.8 billion, a sharp
contrast from a profit of W600 billion in the preceding quarter.
SHINSUNG TONGSANG: Sells Indonesian Unit
----------------------------------------
Bankrupt Shinsung Tongsang Company sold its Indonesian unit to
PT Shinta Korintama, one of the ten largest conglomerates of
Indonesia for US$400 million, all this according to Hanvit Bank,
the lead manager of the sale.
The Asian Wall Street Journal reported September 23 that
Shinsung Tongsang, a small apparel-maker, will use the proceeds
of the sale to clear its debt, which totals W150 billion. The
company has been under court receivership since September 1999.
Shinsung's Indonesian unit PT Inkosindo Sukses makes and sells
textile products. It has 1,570 employees and recorded sales of
$700 million last year.
===============
M A L A Y S I A
===============
AMSTEEL CORPORATIONL: Seeks KLSE Extension Approval
---------------------------------------------------
Amsteel Corporation Berhad (the Company), in reference to its
announcement of 25 May 2001 wherein the Company pursuant to
Paragraph 8.14 of the Revamped Listing Requirements and Practice
Note No. 4/2001 announced that the Company is an affected listed
issuer (First Announcement).
Pursuant to paragraph 5.1 of Practice Note No. 4/2001, the
Company, which on 5 July 2000 announced its detailed plan to
regularize its financial condition (Proposed GWRS), is required
to obtain all approvals necessary for the implementation of the
Proposed GWRS within a period of four months from the date of
its First Announcement (collectively, the Approvals). The four
months' period expires on 24 September 2001.
The Company has obtained several of the Approvals, the progress
of which are set out in the Company's announcements of 25 May
2001, 1 June 2001, 2 July 2001, 1 August 2001 and 3 September
2001 respectively. However, a number of Approvals are still
pending.
The Company has, for these detailed reasons, applied to the
Kuala Lumpur Stock Exchange to extend the time period for the
Company to comply with the requirements in paragraph 5.2 of
Practice Note No. 4/2001 from 24 September 2001 to 31 December
2001.
GOLDEN PLUS: Regularizes Interest Payment To EON Bank
-----------------------------------------------------
Golden Plus Holdings Berhad announced the Group had regularized
its interest payment to EON Bank Bhd.
On August 24, TCR-AP reported that the EON Bank Bhd had on
31 July 2001 restructured the Group's Term Loan facilities and
the revised terms and conditions:
(1) To repay by way of bullet repayment on 1 April 2002; and
(2) Interest is to be serviced monthly in arrears.
The company paid three (3) months interest in arrears and
is in arrears for another one (1) month interest amounting to
RM184,825.39.
MALAYSIAN MOSAICS: RAM Reaffirms Long-Term A3(s) Bond Rating
------------------------------------------------------------
RAM has reaffirmed the enhanced rating of A3(s) for Malaysian
Mosaics Berhad's (MMB) RM150.0 million Redeemable Secured Bonds
(Bonds). The Bonds are secured against a block of Hap Seng
Consolidated Bhd (Hap Seng) shares, with an attached covenant
for a minimum 1.67 times' coverage.
Concurrently, RAM has lifted the Rating Watch on the Bonds.
MMB's rating had previously been placed on Rating Watch with a
positive outlook, pending the finalization of the fund
rationalization exercise with Hap Seng, its 52.2%-owned
subsidiary.
The exercise, which involves a cash advance of up to RM400.0
million from Hap Seng, was approved in December 2000. This was
viewed positively, as MMB would have the financial flexibility
of gaining ready access to Hap Seng's funds, although both
companies maintain separate treasury systems.
However, the Kuala Lumpur Stock Exchange's (KLSE) revamped
listing guidelines, introduced in January 2001, made it
increasingly difficult for inter-company borrowings to take
place, as loans to listed companies would need to be approved by
non-interested shareholders. As such, RAM maintains its stance
that any potential free cash flow movements between MMB and Hap
Seng will be limited to the approved RM400.0 million in
advances.
Apart from the aforesaid development, the Group's business
fundamentals remained unchanged, with key risk factors centered
around volatile crude palm oil prices and the competitive
ceramic tile market. Going forward, MMB's debt-servicing ability
is expected to remain intact, aided by the RM400.0 million in
advances from Hap Seng. This, coupled with cash flow from MMB's
other operating divisions, should be sufficient to redeem its
RM150.0 million Bonds, which will fall due in October 2001.
MGR CORPORATION: Enters Restructuring Agreement W/ Renaissance
--------------------------------------------------------------
On behalf of the Board of Directors of Mgr Corporation Berhad
(MGR or Company), Commerce International Merchant Bankers Berhad
(CIMB) announced that the Company, on 21 September 2001, entered
into a conditional restructuring agreement (Restructuring
Agreement) with Renaissance View Sdn. Bhd. (RVSB). The alliance
will facilitate the proposed corporate restructuring of MGR.
Pursuant thereto, MGR has appointed PricewaterhouseCoopers
Consulting Sdn. Bhd. (PwCC) as its financial adviser for the
purpose of the said proposed corporate restructuring, which
encompasses the following transactions:
(i) the proposed cancellation of RM0.90 from every one (1)
ordinary share of RM1.00 each in MGR (MGR Share) and thereafter,
the consolidation of every ten (10) ordinary shares of RM0.10
each into one (1) MGR Share (Consolidated MGR Share) (Proposed
Capital Reduction and Consolidation) and the proposed write-off
of RM129,764,974 standing in the share premium account of MGR as
at 30 September 2000 against the Company's accumulated losses
(Proposed Share Premium Write-Off);
(ii) the proposed rights issue of 5,025,000 MGR Shares
(Rights Shares) at an issue price of RM1.00 each on the basis of
one (1) Rights Share for every one (1) Consolidated MGR Share
held after the Proposed Capital Reduction and Consolidation
(Proposed Rights Issue);
(iii) the proposed restricted issue of 10,000,000 MGR Shares
at an issue price of RM1.00 each to RVSB after the Proposed
Capital Reduction and Consolidation and Proposed Rights Issue
(Proposed Restricted Issue);
(iv) the proposed debt restructuring scheme which comprise a
proposed scheme of compromise and arrangement with the financial
institution creditors and other creditors of MGR excluding the
hire-purchase and lease creditors and essential creditors of
MGR, involving inter-alia, a debt waiver and settlement of the
outstanding liabilities partly by cash and partly by way of
issue of new MGR Shares and 5-year 2% redeemable convertible
unsecured loan stocks (RCULS) (Proposed Creditors Scheme), the
proposed call and put option arrangement between RVSB and the
financial institution creditors for the new MGR Shares to be
issued pursuant to the Proposed Creditors Scheme (Proposed Call
and Put Option Arrangement) and the proposed liquidation of all
the existing subsidiaries of MGR (Proposed Liquidation); and
(v) the proposed waivers to RVSB from having to undertake a
mandatory general offer for the remaining MGR Shares not held by
the company, the obligation of which arises subsequent to the
Proposed Restricted Issue pursuant to Practice Note 2.3 of the
Malaysian Code on Take-Overs and Mergers (Code) and which may
further arise subsequent to the exercise of the options under
the Proposed Call and Put Option Arrangement pursuant to
Practice Note 2.8 of the Code (Proposed Waivers).
The Proposed Capital Reduction and Consolidation and Proposed
Share Premium Write-Off are collectively referred to as
"Proposed Capital Reconstruction". The Proposed Creditors
Scheme, Proposed Call and Put Option Arrangement and Proposed
Liquidation are collectively referred to as "Proposed Debt
Restructuring Scheme". The Proposed Capital Reconstruction,
Proposed Rights Issue, Proposed Restricted Issue, Proposed Debt
Restructuring Scheme and Proposed Waivers are collectively
referred to as "Proposals".
DETAILS OF THE PROPOSALS
Proposed Capital Reconstruction
Proposed Capital Reduction and Consolidation
The Proposed Capital Reduction and Consolidation encompasses a
capital reduction exercise pursuant to Section 64 of the
Companies Act, 1965 (Act) and the subsequent consolidation of
the issued and paid-up share capital of MGR.
The Proposed Capital Reduction and Consolidation shall involve
the cancellation of RM0.90 from every existing MGR Share and
thereafter, the consolidation of every ten (10) ordinary shares
of RM0.10 each to constitute one (1) Consolidated MGR Share.
As at 31 August 2001, MGR has an issued and paid-up share
capital of RM50,250,000 comprising 50,250,000 MGR Shares. The
reduction of RM0.90 for every MGR Share would give rise to a
credit of RM45,225,000 which will be utilized to reduce the
Company's accumulated losses as at 30 September 2000 of
RM262,100,847 to RM216,875,847.
Following the reduction of the paid-up share capital, the issued
and paid-up shares of MGR shall be consolidated such that every
ten (10) ordinary shares of RM0.10 each shall constitute one (1)
Consolidated MGR Share, upon which the sum of up to RM5,025,000
shall be credited as having been fully paid-up, thereby
consolidating the 50,250,000 ordinary shares of RM0.10 each into
5,025,000 Consolidated MGR Shares. Fractions are to be
disregarded and the Directors of MGR at their sole discretion
shall deal with the Consolidated MGR Shares which represent
fractional interests.
Proposed Share Premium Write-Off
The amount of RM129,764,974 standing in the share premium
account of MGR as at 30 September 2000 will also be written-off
against the Company's accumulated losses. This will result in
the accumulated losses being reduced further from RM216,875,847
after the Proposed Capital Reduction and Consolidation to
RM87,110,873.
Proposed Rights Issue
The Proposed Rights Issue shall involve the issuance of
5,025,000 Rights Shares at an issue price of RM1.00 per MGR
Share on the basis of one (1) new Rights Share for every one (1)
Consolidated MGR Share held after the Proposed Capital Reduction
and Consolidation, to the shareholders of the Company whose
names appear on the Record of Depositors on a date to be
determined and announced later by the Board of Directors of MGR.
The Rights Shares shall be issued at par. MGR Shares are
currently traded below par value on the KLSE. The 5-day weighted
average market price of MGR Shares as traded on the KLSE up to
20 September 2001, being the day prior to the date of this
announcement is RM0.27. The theoretical ex-rights price based on
the 5-day weighted average price is RM0.64.
Based on the Securities Commission's (SC) guidelines on pricing
of securities, where the issue price is set at a discount of
more than 30% from the theoretical ex-rights price, derived from
the 5-day weighted average market price at the price-fixing
date, the promoters and directors of the listed company shall be
required to undertake to the SC that they would not dispose of
their shares from the "ex-date" of the shares until ten (10)
market days after the listing of the rights shares.
In this regard, in the event that the issue price of RM1.00 per
Rights Share is at a discount of more than 30% from the
theoretical ex-rights price of MGR Shares at the price-fixing
date, the promoters and Directors of MGR will undertake not to
dispose of their MGR Shares, if any, from the "ex-date" until
ten (10) market days after the listing of the Rights Shares.
The Rights Shares shall, upon allotment and issue, rank pari
passu in all respects with the existing issued and paid-up MGR
Shares, save and except that they shall not be entitled to any
dividends, rights, allotment and/or other distributions, the
Entitlement Date for which is prior to the date of allotment of
the Rights Shares. For the purpose herein, Entitlement Date
means the date at the close of business on which the
shareholders must be registered in order to participate in any
dividends, rights, allotment and/or other distributions.
The Proposed Rights Issue will raise gross proceeds of
RM5,025,000 which shall be utilized for the partial repayment of
debts owing to the FI Creditors (as hereinafter defined).
Proposed Restricted Issue
The Proposed Restricted Issue shall involve the issuance of
10,000,000 new MGR Shares at an issue price of RM1.00 each to
RVSB. The new MGR Shares to be issued pursuant to the Proposed
Restricted Issue shall, upon allotment and issue, rank pari
passu in all respects with the existing issued and paid-up MGR
Shares, save and except that they shall not be entitled to any
dividends, rights, allotment and/or other distributions, the
Entitlement Date for which is prior to the date of allotment of
the new MGR Shares.
The Proposed Restricted Issue will raise gross proceeds of
RM10,000,000, below are the details of the proposed utilization:
Proposed Utilization of Proceeds from the Proposed Restricted
Issue
Purpose Amount RM'000
To repay debts owing to the Other Creditors 452
To defray the estimated expenses in relation to
the Proposals 3,000
To repay the debt owing to the essential creditors
and to fund the working capital of MGR 6,548
Total: 10,000
Proposed Debt Restructuring Scheme
Proposed Creditors Scheme
The Proposed Creditors Scheme seeks to compromise the total
debts of MGR due to its creditors as at 30 June 2001, which
comprise the financial institution creditors secured by
corporate guarantee and other financial institution creditors
(collectively referred to as "FI Creditors") as well as all
trade and other creditors whose debts are incurred by MGR in the
ordinary course of business excluding the FI Creditors, hire
purchase and lease creditors and essential creditors (Other
Creditors) amounting to approximately RM197 million. The FI
Creditors and Other Creditors are collectively referred to as
the "Creditors".
Following the execution of the Restructuring Agreement, MGR
and/or its agents shall within the period of 3 months or such
longer period as may be mutually agreed, actively negotiate with
the Creditors with a view towards reaching an agreement with the
Creditors as to the settlement of the debts owed to the
Creditors and/or the mode and the terms of the Proposed Debt
Restructuring Scheme, which shall include inter-alia, the
following:
(i) FI Creditors
As at 30 June 2001, the total amount owing to the FI Creditors
amounted to approximately RM194.799 million, after taking into
consideration the assumption by MGR of the contingent
liabilities amounting to RM19.049 million under a corporate
guarantee provided by MGR. The proposed compromise and
settlement arrangement with the FI Creditors shall include
inter-alia, the following:
(a) waiver by the FI Creditors of all interest, penalties,
costs, fees or other charges accrued from 1 July 2001 up to and
including the Completion Date. For the purpose herein, the
Completion Date refers to the date of listing of the new MGR
Shares and RCULS issued pursuant to the Proposals on the Second
Board of the KLSE;
(b) a further waiver by the FI Creditors of approximately
RM0.79 for every RM1.00 of all the aggregate debts and
liabilities after taking into account (a) above, totaling
approximately RM154.774 million;
(c) full settlement of the debts outstanding as at 30 June
2001 (after taking into account the waiver of liabilities
referred to in (b) above) of RM40.025 million in the following
manner:
(i) cash payment of RM5.025 million or approximately 12.56%
of the outstanding debts referred to in (c) above, from the
proceeds arising from the Proposed Rights Issue;
(ii) settlement of RM20 million or approximately 49.96% of
the outstanding debts referred to in (c) above via the issuance
of 20 million new MGR Shares at an issue price of RM1.00 per MGR
Share; and
(iii) settlement of RM15 million or approximately 37.48% of
the outstanding debts referred to in (c) above via the issuance
of RM15 million of RM1.00 nominal value RCULS at an issue price
of RM1.00 per RCULS.
(ii) Other Creditors
As at 30 June 2001, the total amount owing to the Other
Creditors amounted to approximately RM2.201 million. The
proposed compromise and settlement arrangement with the Other
Creditors shall include inter-alia, the following:
(a) waiver by the Other Creditors of all interest, penalties,
costs, fees or other charges accrued from 1 July 2001 up to and
including the Completion Date;
(b) a further waiver by the Other Creditors of approximately
RM0.79 for every RM1.00 of all the aggregate debts and
liabilities after taking into account (a) above, totaling
RM1.749 million; and
(c) full settlement of the debts outstanding as at 30 June
2001 (after taking into account the waiver of liabilities
referred to in (b) above) of RM0.452 million, in cash from the
proceeds arising from the Proposed Restricted Issue.
The liabilities to be compromised pursuant to the Proposed Debt
Restructuring Scheme shall exclude the liabilities of the
subsidiaries of MGR, save for the assumption by MGR of
contingent liabilities under the corporate guarantee provided by
MGR. The Board of Directors of MGR believes that the liabilities
of those subsidiaries are better dealt with otherwise than
through the Proposed Debt Restructuring Scheme.
The new MGR Shares to be issued pursuant to the Proposed
Creditors Scheme shall, upon allotment and issue, rank pari
passu in all respects with the existing issued and paid-up MGR
Shares, save and except that they shall not be entitled to any
dividends, rights, allotment and/or other distributions, the
Entitlement Date for which is prior to the date of allotment of
the new MGR Shares.
The principal indicative terms of the RCULS to be issued
pursuant to the Proposed Creditors Scheme are as set in a table
at http://www.bankrupt.com/misc/RCULS_terms.doc
Proposed Call and Put Option Arrangement
Pursuant to the Restructuring Agreement, RVSB will enter into a
call and put option arrangement with the FI Creditors for the 20
million new MGR Shares (MGR Option Shares) to be issued to them
pursuant to the Proposed Creditors Scheme.
The call option granted to RVSB represents an irrevocable right
but not an obligation by RVSB to purchase the MGR Option Shares
from the FI Creditors (Call Option) while the put option granted
to the FI Creditors represents an irrevocable right but not an
obligation by the FI Creditors to sell the MGR Option Shares to
RVSB (Put Option). Pursuant to the Proposed Call and Put Option
Arrangement, the FI Creditors shall undertake not to dispose any
of the MGR Option Shares other than to RVSB during the tenure of
the Put Option and RVSB shall undertake to provide a bank
guarantee in a form acceptable to the FI Creditors for the MGR
Option Shares.
Proposed Liquidation
MGR proposes that all its existing subsidiaries that are dormant
or have ceased operations be liquidated. The Directors of MGR do
not expect any material surplus to arise from the liquidation
exercises.
Proposed Waivers
Upon completion of the Proposed Restricted Issue, RVSB will own
more than 33% equity interest in MGR. This will give rise to an
obligation by RVSB to extend a mandatory take-over offer to the
other shareholders of MGR to acquire all the remaining MGR
Shares it does not already own (Mandatory Offer) pursuant to
Practice Note 2.3 of the Code. Further thereto, the obligation
to extend the Mandatory Offer may further arise upon the
exercise of the Call Option or Put Option pursuant to Practice
Note 2.8 of the Code. It is the intention of MGR to apply to the
SC for waivers from undertaking the Mandatory Offers pursuant to
Practice Note 2.9.3 of the Code.
It is the intention of MGR and RVSB to maintain the listing
status of MGR. Pursuant thereto, it is the intention of MGR/RVSB
to do all such acts deemed necessary, including but not limited
to, an offer for sale/placement of such number of MGR Shares to
comply with the public shareholding spread requirements of the
SC and KLSE.
INFORMATION ON RVSB
RVSB was incorporated in Malaysia under the Companies Act, 1965
on 14 March 1996 as a private limited company under its present
name. RVSB is principally an investment holding company.
As at 20 September 2001, the authorized share capital of RVSB is
RM500,000 comprising 500,000 ordinary shares of RM1.00 each, of
which RM250,000 comprising 250,000 ordinary shares of RM1.00
each have been issued and fully paid-up.
SALIENT TERMS OF THE RESTRUCTURING AGREEMENT
The salient terms of the Restructuring Agreement are as follows:
(a) MGR represents and warrants to RVSB inter-alia, that the
total debt and liabilities of the MGR Group shall be settled
pursuant to the Proposed Debt Restructuring Scheme;
(b) RVSB undertakes to provide an irrevocable undertaking to
subscribe for any Rights Shares not subscribed by the
shareholders to which the rights entitlements are made;
(c) RVSB undertakes to subscribe for the entire Proposed
Restricted Issue of 10,000,000 MGR Shares;
(d) RVSB undertakes to enter into the Proposed Call and Put
Option Arrangement with the FI Creditors and to provide a bank
guarantee in respect thereof;
(e) Following the execution of the Restructuring Agreement,
MGR and/or its agents shall within the period of 3 months or
such longer period as may be mutually agreed, actively negotiate
with the Creditors with a view towards reaching an agreement
with the Creditors as to the settlement of the debts owed to the
Creditors and/or the mode and the terms of the Proposed Debt
Restructuring Scheme; and
(f) MGR shall apply to the High Court of Malaya (High Court)
under Sections 64 and 176 of the Act to obtain an order to
convene one or more meetings of the shareholders of MGR for the
purpose of obtaining their approval for the Proposals, and if
such approval is given, the High Court's sanction therefor.
RATIONALE FOR THE PROPOSALS
After years of sustaining growth and profitability, the MGR
Group succumbed to the economic crisis that affected the country
and the Asian region in 1997. As a result, the MGR Group
recorded a loss after taxation of RM216.076 million in the
financial year ended 30 September 1999, which subsequently
decreased to RM43.893 million in the financial year ended 30
September 2000. Despite the improvement in the results of the
MGR Group, the MGR Group is nevertheless still faced with
difficulties in meeting its debt obligations.
The Board of Directors of MGR, having assessed the financial and
operational positions of the Company has concluded that there is
an immediate need to address the debts and equity structure of
the Company. As such, the Board of Directors of MGR believes
that the Proposals are fair and reasonable and present an
opportunity for MGR to improve its operational and financial
positions and to return to profitability.
The Proposals will allow the continued participation of the
existing shareholders of MGR in the Company. Under a liquidation
scenario, the shareholders of MGR will not receive any value. In
addition, the Proposals also seek to provide a higher return to
the Creditors as compared to a liquidation scenario.
The Proposed Liquidation is essential for MGR to de-consolidate
the dormant and non-operational companies within the MGR Group
and to achieve a more streamlined operational activity.
CONDITIONS OF THE PROPOSALS
The Proposals are subject to and conditional upon the following
being obtained:
(i) the approval of the SC, for the Proposals;
(ii) the approval of the Foreign Investment Committee, for the
Proposals;
(iii) the approval of Bank Negara Malaysia for the proposed
issuance of RCULS pursuant to the Proposed Creditors Scheme;
(iv) the approval of the KLSE, for the listing of and
quotation for the new MGR Shares issued pursuant to the Proposed
Rights Issue, Proposed Restricted Issue, Proposed Creditors
Scheme and the conversion of the RCULS on the Second Board of
the KLSE;
(v) the approval of the Creditors, for the Proposed Debt
Restructuring Scheme;
(vi) the approval of the shareholders of MGR at an
Extraordinary General Meeting (EGM) to be convened, for the
Proposals;
(vii) the approval of the shareholders of MGR at a court
meeting to be convened, for the Proposals;
(viii) the sanctions of the High Court for the Proposed
Capital Reduction and Consolidation and Proposed Debt
Restructuring Scheme pursuant to Sections 64 and 176 of the Act;
and
(ix) the approvals of any other relevant authorities.
The Proposed Capital Reconstruction, Proposed Rights Issue,
Proposed Restricted Issue, Proposed Debt Restructuring Scheme
and Proposed Waivers are all inter-conditional.
DIRECTORS' AND SUBSTANTIAL SHAREHOLDERS' INTERESTS
Save for the respective entitlements of the Directors of MGR and
substantial shareholders and persons connected to the Directors
of MGR and substantial shareholders pursuant to the Proposed
Rights Issue, which entitlement is also available to all other
shareholders of the Company and insofar as the Directors of MGR
are aware, none of the other Directors or substantial
shareholders of MGR or persons connected to the Directors or
substantial shareholders of MGR have any interest, direct or
indirect, in the Proposals.
UNDERTAKING ARRANGEMENTS
RVSB has given its irrevocable undertakings that it would
subscribe for:
(i) any Rights Shares not subscribed for by the shareholders
pursuant to the Proposed Rights Issue; and
(ii) the entire 10,000,000 MGR Shares to be issued pursuant
to the Proposed Restricted Issue.
STATEMENT BY THE DIRECTORS
The Board of Directors of MGR, after careful deliberation, is of
the opinion that the Proposals are in the best interest of the
Company.
ADVISERS
PwCC has been appointed as the financial adviser for the
Proposed Debt Restructuring Scheme. CIMB has been appointed as
the co-ordinating merchant bank and adviser for the
implementation of the Proposals.
TIMING OF THE PROPOSALS
Based on Paragraph 5.1 (b) of PN 4/2001, MGR is required to make
the submission to the relevant authorities for the Proposals
within 2 months from the date of this announcement. On behalf of
the Board of Directors of MGR, CIMB wishes to inform that a
waiver will be sought from the KLSE for the above requirement as
it is the intention of MGR to seek the approvals of the relevant
authorities after obtaining the approvals from the Creditors for
the Proposed Creditors Scheme. The Company will make an
application to the High Court for the proposed scheme of
arrangement under Section 176 of the Act between MGR and its
shareholders and the Creditors in due course.
In view of the above and subject to the abovementioned waiver
being obtained from the KLSE, the submission to the relevant
authorities for the Proposals will be made within six (6) months
from the date of this announcement.
DOCUMENTS FOR INSPECTION
The Restructuring Agreement can be inspected at the Registered
Office of MGR at Ground Floor, Wisma Aman, Mile 1 «, Jalan
Tuaran, 88400 Kota Kinabalu, Sabah from Mondays to Fridays
(except public holidays) during business hours from 9.00 a.m. to
5.00 p.m. from the date of this announcement up to and including
the date of the EGM to be convened for the Proposals.
PAN MALAYSIA: Completion Date Of Sale Agreement Extended
--------------------------------------------------------
Pan Malaysia Holdings Berhad (PMH Or the Company) revealed that
the parties to the sale and purchase agreement dated 31 May 2001
(the Agreement), PMH (the Vendor) and Yap Ah Wak (the Purchaser)
have mutually agreed that the Completion Date of the Agreement
shall be extended to 2 October 2001.
TENAGA NASIONAL: RAM Assigns AA1(s) To Debt Securities
------------------------------------------------------
RAM has assigned a structured rating of AA1(s) to the RM500
million Tranche 2 Repackaged Tenaga Income Securities
(Repackaged TIS) of Tenaga Nasional Berhad (TNB).
The Repackaged TIS comprises the Bond Principal issued by TNB
and a Conditional Payment Obligation (CPO) on the part of RHB
Bank Berhad (RHBB). The RM1 billion Tranche 1 of the Repackaged
TIS, which was issued on 16 August 2001, was also rated AA1(s)
by RAM.
The rating for Tranche 2 (which is structurally similar to
Tranche 1) is premised on the structural features of the
proposed Repackaged TIS and TNB's credit strength. RHBB will
effectively resell the bonds issued by TNB.
In the process, RHBB will retain the TNB Bond Coupons and TNB
Redeemable Preference Shares (RPSand will replace the interest-
paying obligation on the Repackaged TIS with the CPO. Under the
transaction structure, investors of the Repackaged TIS will
receive 2 payments: semi-annual payments under the CPO from RHBB
during the tenure of the Repackaged TIS; and repayment of the
Bond Principal from TNB on its maturity date.
RHBB will receive semi-annual interest payments from TNB in the
form of either RPS dividends or TNB Bond Coupons. The interest
received will be captured directly into a Special Account, which
RHBB will not have access to. Proceeds from this account can
only be utilized for payments on the CPO.
Meanwhile, RHBB also undertakes to supplement any shortfall in
the Special Account, 2 business days before the Payment Date of
the CPO. This obligation is backed by an agreement with TNB to
indemnify RHBB for any losses incurred in making the top-up
payment.
Although the Repackaged TIS holders do not have a direct claim
against TNB with regard to CPO payments, the mechanisms
incorporated into the transaction ensure that the risk of non-
payment of the CPO by RHBB ultimately falls on TNB's credit
strength.
In addition, the Special Account, TNB RPS and TNB Bond Coupons
owned by RHBB will be charged to the Repackaged TIS holders as
security for the CPO. Investors of the Repackaged TIS will
effectively take on TNB's credit risk, with respect to payments
of both the CPO and Bond Principal.
TNB is the dominant electricity provider in Peninsular Malaysia
and Sabah. Its private debt securities currently carry long-term
and short-term ratings of AA1 and P1 from RAM. RHBB has general
bank ratings of AA2 and P1 from RAM.
UNITED ENGINEERS: Enters Maintenance Agreement With Propel
----------------------------------------------------------
United Engineers (Malaysia) Berhad (UEM or the Company)
announced that on 24 September 2001, it entered into an E&E
Maintenance Agreement with PROPEL, a 56.2%-owned subsidiary of
UEM. UEM has appointed PROPEL as a subcontractor to carry out
part of its Maintenance Obligations. The obligations include
E&E maintenance works with respect to routine maintenance and
repair and replacement of the North South Expressway facilities
including its ancillary facilities within the Expressway
corridors at certain locations in accordance with the Systems
and Technical Documents issued by Projek Lebuhraya Utara-Selatan
Berhad (PLUS).
Pursuant to the Concession Agreement dated 18 March 1988, the
Government of Malaysia (Government) granted UEM exclusive right
and authority to undertake and enjoy the Concession of North
South Expressway.
UEM and PLUS entered into a novation agreement with the
Government dated 20 July 1988, whereby with approval of the
Government, UEM assigned its rights and transferred its
liabilities and obligations under the Concession Agreement to
PLUS.
As part of the consideration for UEM entering into the Novation
Agreement, PLUS had agreed to appoint UEM to carry out its
maintenance obligations during the Concession Period
(Maintenance Obligations) in accordance with the terms and
conditions of a Master Maintenance Agreement (MMA).
UEM is in the business of providing project design, management
and contracting in the fields of civil, electrical and
mechanical engineering. PROPEL is its subcontractor.
=====================
P H I L I P P I N E S
=====================
MONDRAGON INTERNATIONAL: Court Favors Mondragon In Case
-------------------------------------------------------
Mondragon International Philippines, Inc. (MIPI) might reopen
its casino business sooner than expected, Business World
reported yesterday.
This development came after the Court of Appeals (CA) ruled to
proceed with the case seeking implementation of the compromise
agreement the company entered into with Clark Development Corp.
(CDC) in 1999.
In its September 5 decision, the CA directed the Angeles City
Regional Trial Court to continue with the proceedings of the
case that will lead to the implementation of the compromise
agreement allowing MIPI to once again run the 215-hectare Mimosa
Leisure Estate in Clark Field, Pampanga (central Luzon).
The CA second division set aside earlier orders issued by the
local court which dismissed the action of MIPI seeking the
nullification of CDC's cancellation of the compromise agreement.
In an interview, MIPI chairman Jose Antonio U. Gonzalez told
Business World the outcome of the case will likewise affect the
present arrangement with CDC and state-owned gaming firm
Philippine Amusement and Gaming Corp. (Pagcor).
Previously, CDC and Pagcor agreed to reopen the Mimosa casino,
despite the pending legal cases, last July on the condition that
the government handle the day-to-day operations of the casino.
Under the deal, MIPI can take over the casino after one year
with an investor that will back it up financially for the
payment of over P7.5 billion in debts owed to the government and
creditor banks.
The casino used to gross PhP100 million every month prior to its
closure in March 1998.
The casino firm owes PhP5.3 billion in debts to creditor banks,
PhP82 million to Pagcor and about PhP23 million to the Bureau of
Internal Revenue.
MIPI is holding negotiations with at least seven groups from
South Korea, The United States, Australia, and European
countries.
NATIONAL POWER: Bidding For Insurance Policy Set Thursday
---------------------------------------------------------
Business World reported Tuesday that the special bidding
committee created to conduct the auction for National Power
Corporation's (Napocor) multibillion-dollar insurance policy for
its assets will proceed with the bidding this Thursday.
The joint bidding committee, was supposed to conduct the bidding
last September 14, the deadline stated under Memorandum Order 30
issued by President Gloria Arroyo.
The group asked for a 30 to 60-day extension of the order. The
bidding was set just in time to complete the awarding of the new
contract before September 30, which is the same time the
existing policy will expire. Napocor said the bidding will be
conducted electronically.
NATIONAL POWER: Closing Deal On Steam Fields, Plants
-----------------------------------------------------
National Power Corporation (Napocor) is about to close a deal
with an affiliate of Philippine Geothermal Inc. this November
(PGI) on a merger of Napocor's geothermal power plants with
PGI's steam fields in Albay and Laguna.
Inquirer News Service reported yesterday that the deal would be
between Napocor and Power and Renewable Energy Corp.
(PowerCorp), a joint venture between businessman Eusebio Tanco
and PGI.
Napocor is also trying to consolidate its power plants with the
steam fields of PNOC Energy Development Corp. (PNOC-EDC) in
Sorsogon, Negros Oriental and Leyte by mid-October.
NATIONAL STEEL: City Wants Plant Opened Soon
--------------------------------------------
Despite initial problems, the city government of Iligan is
optimistic that the National Steel plant will reopen before the
end of the year because of the renewed investor interest that it
is generating, Business World reported Tuesday.
Five international bidders are reportedly interested in
operating NSC, which was unable to compete in a global market
resulting in a shutdown in November, 1999.
City Mayor Franklin Quijano hopes the winning bidder will have
the financial resources needed to restart NSC and put Iligan's
economy back on its feet after a rough two years.
* S&P Comments On Philippine Banking System, Downgrades PNB
-----------------------------------------------------------
Standard & Poor's downgraded its public information (pi) ratings
on Philippine National Bank (PNB) and Allied Banking Corp.
(Allied Bank) to 'CCCpi' from 'Bpi', reflecting their weakening
financial profiles.
While the 'BBpi' rating on Bank of the Philippine Islands and
the 'Bpi' ratings on Union Bank of the Philippines, Equitable-
PCI Bank Inc., Security Bank Corp, China Banking Corp., Rizal
Commercial Banking Corp., and Metropolitan Bank & Trust Co. are
affirmed, a number of institutions' individual financial
profiles have weakened as a result of the increase in economic
and industry risk that occurred during the previous reporting
period. The 'Bpi' rating on United Coconut Planters Bank is
withdrawn given the lack of timely audited financial
information.
"The Philippine banking system remains constrained by its
inability to resolve its material asset-quality problems that
continue to negatively impact profitability and leave individual
institutions potentially underprovided and weakly capitalized,"
said Jason Hill, associate director, Financial Services Ratings.
The much-touted possible use of asset-management companies are
unlikely to be the cure the system needs in the medium term
and could potentially heighten moral hazard and mask poor risk-
management practices. Standard & Poor's will monitor
developments regarding the implementation of asset-management
companies.
"Furthermore, the system's financial profile is increasingly
vulnerable to continued diminution given that embedded asset-
quality problems and capital adequacy concerns are unlikely to
dissipate in the medium term," added Mr. Hill.
To determine the true underlying capitalization of an
institution, Standard & Poor's deducts lesser quality assets
such as goodwill, asset revaluation reserves, and investment in
nonconsolidated subsidiaries from published equity, weakening
published capitalization ratios below that which is needed in
many cases, given the risk inherent in the Philippine banks'
balance sheets.
The continuing uncertainty over the ownership of PNB is
constraining the bank's ability to source much needed new
capital, leaving it increasingly vulnerable to operational or
external shocks. The bank's weaker-than-peer asset-quality
position, as measured by past due loans, restructured assets,
and real and other property owned results in the bank being
materially underprovisioned. Extended operational losses and its
weak capitalization limit the bank's capacity to improve its
balance sheet and risk profile in light of the fractious
operating environment.
Allied Bank's asset quality continued to weaken in fiscal 2000,
leaving its financial profile increasingly vulnerable, given the
bank's low level of provisioning and the small absolute size of
its capital base. Profitability in fiscal 2000, as measured by
pretax return on profit, is an uninspiring 0.47%, and is likely
to further weaken in 2001 on the back of declining net interest
margins and a dearth of creditworthy borrowers.
The bank's need for further capital is underpinned by both the
small absolute size of its capital base, which leaves it
increasingly vulnerable to event risk, and its low level of
provisioning given the balance-sheet risk inherent therein.
RATINGS DOWNGRADED
Allied Banking Corp. CCCpi
Philippine National Bank CCCpi
RATINGS WITHDRAWN
United Coconut Planters Bank --
RATINGS AFFIRMED
Bank of the Philippine Islands BBpi
Equitable - PCI Bank Inc. Bpi
Union Bank of the Philippines Bpi
Security Bank Corp. Bpi
China Banking Corp. Bpi
Rizal Commercial Banking Corp. Bpi
Metropolitan Bank & Trust Co. Bpi
=================
S I N G A P O R E
=================
AMTEK ENGINEERING: Posts Changes In Director's Interests
--------------------------------------------------------
Amtek Engineering posted a notice of change in the Director's
interests:
Notice Of Changes In Director's Interests
Name of director: Lai Fook Kuen
Date of notice to company: 25 Sep 2001
Date of change of interest: 24 Sep 2001
Name of registered holder: Lai Fook Kuen
Circumstance giving rise to the change: Open market purchase
Shares held in the name of registered holder
No. of shares of the change: 25,000
Percent of issued share capital: 0.014
Amount of consideration per share
excluding brokerage, GST,
stamp duties, clearing fee: S$0.403
No. of shares held before change: 7,778,250
Percent of issued share capital: 4.275
No. of shares held after change: 7,803,250
Percent of issued share capital: 4.288
Holdings of Director including direct and deemed interest
Deemed Direct
No. of shares held before change: 7,778,250
Percent of issued share capital: 4.275
No. of shares held after change: 7,803,250
Percent of issued share capital: 4.288
Total shares: 7,803,250
No. of Warrants :1,240,000
No. of Options :110,000
No. of Rights
No. of Indirect Interest
BRIERLEY INVESTMENTS: Conducts Briefing For Analysts And Media
--------------------------------------------------------------
In an announcement in the Singapore Stock Exchange, Brierley
Investments Limited posted:
ANNUAL RESULTS BRIEFING
Brierley Investments Ltd wishes to announce that it will conduct
a briefing for securities analysts and media in relation to its
Annual Results for year ended 30 June 2001.
Date: Thursday 27 September 2001
Time: 1230 hours Singapore Time
Venue: Ballroom 1, The Fullerton Hotel, Singapore
Panel: Mr Greg Terry and Mr Andrew Shepherd
The company's results will be released via MASNET at 1230 hours,
Singapore time. Analysts and media who are unable to attend may
listen in to the briefing by using the following dial-in
facility:
Passcode: 9172229
Leader: Greg Terry
Dial-in numbers:
Singapore toll number: 65-883-9139
New Zealand: 0800-443-501
Australia: 1-800-504-629
USA: 1-800-365-8460
Hong Kong toll number: 852-2258-4002
Enquiries:
Gavin Anderson & Company
Richard Barton
+65-339-9110 / +65-9627-1056
Lonna Leong
+65-339-9110 / +65-9767-0895
KEPPEL CAPITAL: OCBC Makes Compulsory Acquisition Of Shares
-----------------------------------------------------------
An announcement for the acquisition of shares in Keppel Capital
by Oversea-Chinese Banking Corporation Limited, and the
delisting of the former was posted in the Singapore Stock
Exchange September 24:
KEPPEL CAPITAL HOLDINGS LTD
(Incorporated in the Republic of Singapore)
1. Compulsory Acquisition pursuant to Section 215(1) of the
Companies Act, Chapter 50 (the "Companies Act")
1.1 KCH hereby announces that OCBC Bank has today exercised its
right of compulsory acquisition, pursuant to Section 215(1) of
the Companies Act, to acquire the shares of the shareholders of
KCH (the "Shares") who had not accepted OCBC Bank's offer for
the Shares as at 3.30 p.m. on 31st August, 2001 (the
"Dissenting Shareholders"), at a consideration of S$3.65 in
cash for each Share.
1.2 KCH has today received from OCBC Bank the amount of the
consideration representing the price payable for the Shares that
OCBC Bank is entitled to acquire from the Dissenting
Shareholders and has registered OCBC Bank as the holder of the
Shares, pursuant to Section 215(4) of the Companies Act.
1.3 The consideration has been deposited by KCH into a separate
bank account and is held in trust by KCH for the Dissenting
Shareholders, pursuant to Section 215(5) of the Companies Act.
KCH will, as soon as practicable, and in any event within three
days of the date of this Announcement, dispatch cheques for the
appropriate amounts of the consideration payable in respect of
the Shares of the Dissenting Shareholders to such Dissenting
Shareholders by ordinary post at their own risk to the addresses
appearing in the Depository Register at The Central Depository
(Pte) Limited ("CDP") and/or the Register of Members at Lim
Associates (Pte) Limited ("Lim Associates"), the Share
Registrar of KCH.
2. Delisting of KCH
2.1 On 28th August, 2001, KCH made an application to the
Singapore Exchange Securities Trading Limited ("SGX-ST") for
KCH to be delisted from the Main Board of the SGX-ST after the
conclusion of the exercise by OCBC Bank of its rights to
compulsorily acquire the Shares of the Dissenting Shareholders.
The SGX-ST informed KCH on 30th August, 2001 that it had no
objections to the same.
2.2 KCH hereby announces that the shares in and listed warrants
issued by KCH shall be delisted from the SGX-ST as at 26th
September, 2001. Upon the delisting of the listed warrants from
the SGX-ST, CDP will, pursuant to Condition 4.8 of the Terms and
Conditions for Operation of Securities Account with CDP
("T&Cs"), withdraw the listed warrants and deliver the warrant
certificate issued in its name, together with an instrument of
transfer duly executed by CDP in favor of the Depositors (as
defined under the Companies Act) to KCH. Lim Associates, the
warrant agent of KCH, will then, pursuant to Condition 4.4 of
the T&Cs, notify each Depositor or his nominee when the warrant
certificate(s) for the listed warrants withdrawn registered in
the name of the Depositor or his nominee are ready for
collection.
KEPPEL CORPORATION: Passes Special Resolution
---------------------------------------------
Keppel Corporation Limited announced the passing of a special
resolution at a Holders meeting regarding those with 2 percent
redeemable convertible preference shares 2002. The meeting was
held September 25, 2001. The full text is:
SPECIAL RESOLUTION PASSED AT THE MEETING OF HOLDERS OF 2%
REDEEMABLE CONVERTIBLE CUMULATIVE PREFERENCE SHARES 2002
(RCCPS) HELD ON 25 SEPTEMBER 2001
Pursuant to Rule 903(2) of the Listing Manual of the Singapore
Exchange Securities Trading Limited, Keppel Corporation Limited
is pleased to announce that the special resolution set out in
the Notice of Meeting for Holders of RCCPS dated 3 September
2001 was put to the Meeting this morning and duly passed by
99.8% of votes of RCCPS Holders, being entitled to vote, voting
in person or by proxy at the aforesaid Meeting.
WING TAI: Posts Daily Share Buy-Back Notice
-------------------------------------------
Wing Tai Holdings Limited has posted a Daily Share Buy-Back
Notice:
Daily Share Buy-Back Notice
A. Share Buy-Back Authority
I) Maximum number of shares authorized for purchase: 61,787,808
B. Details of purchases made
I) Purchases made by way of market acquisition? Yes
1. Date of purchases : 24/09/2001
2. Total number of shares purchased : 180,000
3a. Price paid per share : S$0.58872
3b. (i) Highest price per share : S$0.60
(ii) Lowest price per share : S$0.57
4. Total consideration paid or payable for the shares:
S$106297.04
===============
T H A I L A N D
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B.GRIMM ENGINEERING: Posts Restructuring Plan Changes
-----------------------------------------------------
B.Grimm Engineering Systems Public Company Limited conducted the
6/2001 Board of Director Meeting on 13 September,2001 9.30 Hrs
at the Conference Room, 7th Floor Gerhard Link Building, 33 Soi
Lertnava, Krungthepkreetha Rd, Bangkapi, Bangkok
The Meeting has approved this agenda:
(1) The meeting's resolution, effective from September 13, 2001
onwards is to remove United Advisory Services Co.,Ltd. from its
position as the financial advisor of our reorganization plan.
(2) The meeting's attendees fully agreed to appoint BGES Planner
Co., Ltd. to further our restructuring plan. BGES Planner Co.,
Ltd. consists of a powerful committee, made up of three
representatives from BGES Engineering Systems Public Company
Limited, and two delegates from Pricewaterhouse Cooper FAS Co.,
Ltd., the world leading advisor of debt restructuring and
financial advisors.
I.S.A COMPANY: Petition For Reorg Filed In Bankruptcy Court
-----------------------------------------------------------
I.S.A Company Limited's (DEBTOR), engaged in sales and
production of Tuna fish canning, Petition for Business
Reorganization was filed in the Central Bankruptcy Court:
Black Case Number 346/2543
Red Case Number 384/2543
Petitioner: Asia Bank Public Company Limited
: I.S.A COMPANY LIMITED
Debts Owed to the Petitioning Creditor: Bt1,026,272,237.60
Date of Court Acceptance of the Petition: May 10, 2000
Date of Examining the Petition: June 5, 2000 at 9.00 AM
Planner: Ms. Vanida Pibulthanapattana
Court Order for Business Reorganization and Appointment of
Planner: June 5, 2000
Announcement of Court Order for Business Reorganization and
Appointment of the Planner: in Matichon Public Company Limited
and Siam Rath Company Limited in June 12, 2000
Announcement of Court Order for Business Reorganization and
Appointment of the Planner: in Government Gazette in June 20,
2000
Deadline for Creditors to submit Applications for Payment in
Business Reorganization: June 20, 2000
Deadline to object Applications for Payment in Business
Reorganization: August 3, 2000
Deadline for the Planner to submit the Business Reorganization
Plan to the Official Receiver: September 20, 2000
Appointment Date of the Creditors' Meeting for the Plan
Consideration: January 10, 2001 at 9.30am. 11th Floor, Meeting
room no. 1105, Bangkok Insurance Buliding, Sathorn Rd.
the Creditors' meeting had passed a special resolution accepting
the Plan
Court hearing has been set on January 25, 2001 at 9.00 am.
Court had issued the order accepting the reorganization plan:
January 25, 2001 and Appointed Ms. Vanida Phiboonthanaphattana
to be as the Plan Administrator
Announcement of Court Order for accepting the Business
Reorganization Plan and Appointment of the Plan Administrator:
in Matichon Public Company Limited and Siam Rath Company
Limited: February 1, 2001
Announcement of Court Order for accepting the Business
Reorganization Plan and Appointment of the Plan Administrator:
in Government Gazette in March 1, 2001
Contact: Mr. Thanawat, Tel 6792525 Ext. 123
T TIME INDUSTRY: Faces Bankruptcy Suit File By Phayathai
--------------------------------------------------------
Phayathai Asset Management Co has filed another bankruptcy
lawsuit against T Time Industry Co, a flagship wristwatch
business of the Mahadamrongkul family, for failure to repay a
loan worth Bt22.79 million, The Nation reported Tuesday.
The case also involves Dilok Mahadamrongkul, a major importer of
Swiss wristwatches and an owner of Le Concorde Ratchada Hotel,
as well as other family members.
Last week, Phayathai filed a bankruptcy lawsuit against Dilok,
pressing for his personal guarantee of payment for the loan
extended to his late son Sorasak Mahadamrongkul worth Bt5.83
million.
TPI POLENE: CEMEX Posts Negotiations Progress
---------------------------------------------
CEMEX, S.A. de C.V. (NYSE: CX) announced that it has made
significant progress towards finalizing the negotiation of an
agreement under which CEMEX could acquire a controlling stake in
Thailand's TPI Polene subject to several conditions being met.
The negotiations had been initiated with the plan administrator,
Prachai Leophairatana, TPI Polene's CEO, under the
rehabilitation program of Thai cement producer TPI Polene, and
would be subject to the approval of the creditors. Such approval
may be obtained subsequent to a scheduled creditor meeting on
September 25th 2001.
Under the agreement currently under negotiation, CEMEX could
subscribe to an issuance of shares by TPI Polene for US$300
million representing approximately 72.5% of the company's
enlarged share capital.
The US$300 million capital injection would be funded by the
divestiture of non-core assets from CEMEX's current portfolio
valued at approximately US$200 million and free cash flow
generated after September 30th 2001. The capital injection would
be used in its entirety to reduce debt at TPI Polene. The
transaction would be expected to close by the end of the first
quarter of 2002.
The closing of the proposed transaction will be subject to final
terms and conditions to be agreed upon by CEMEX and TPI Polene's
plan administrator under the rehabilitation program and the
company's creditors. The closing is also subject to written
confirmation by the rating agencies that CEMEX will maintain its
current ratings (BBB- and Ba1) after giving effect to this
acquisition, no economic or political developments occurring
which could adversely impact the business of TPI Polene.
In addition, the transaction is subject to the absence of
significant or major developments occurring in the economic
situation or financial markets in Mexico or in the United
States, which in the opinion of CEMEX could have a material
adverse impact on the financial or operating conditions of
CEMEX.
Hector Medina, Executive Vice President of Planning & Finance,
said: "The possibility of this investment in Thailand is in line
with our goal of global diversification and business expansion
in Southeast Asia. It reinforces our position in the region and
provides important synergies when merged with our Thai
operations and our trading business as the Thai market is the
largest exporter in the region and is also the largest supplier
to United States. TPI Polene allows us to participate in an
attractive market that offers long term potential."
Rodrigo Trevino, Chief Financial Officer, said: "We continue to
be committed to our targeted steady state capital structure and
our investment grade rating. If the proposal were to be accepted
by TPI Polene's creditors, it would reduce the total debt at TPI
Polene to approximately US$500 million before the sale of non-
core assets at TPI Polene, which are valued at more than US$100
million.
This allows us to continue to improve our coverage
ratios and will have a positive contribution to our cash
earnings and free cash flow of full year 2002, which makes it
attractive and in line with our acquisition criteria. The
acquisition will be executed only after we have obtained
confirmation from the rating agencies that our current ratings
will be maintained upon closing."
TPI Polene, the cement business of Thai Petrochemical Industries
Plc, a Thai conglomerate, is one of Thailand's leading cement
producers with a current production capacity of nine million
metric tons per year and a market share of approximately 20%. It
currently operates at almost full capacity selling roughly 50%
of its production in the domestic market and the rest through
the export markets.
In addition to its current capacity TPI Polene's has
substantially completed a capacity expansion of up to 3 million
metric tons. This incremental capacity can become operational
with additional capital expenditures of approximately US$80
million.
CEMEX is one of the three largest cement companies in the world,
with approximately 78 million metric tons of production
capacity. It is also the world's largest trader of cement and
the world's leading producer of white cement. CEMEX is engaged
in the production, distribution, marketing, and sale of cement,
ready-mix concrete, aggregates, and clinker through operating
subsidiaries on four continents. For more information, visit
www.cemex.com
TPI POLENE: SET Suspends Trading Of Stocks
------------------------------------------
The Stock Exchange of Thailand (SET) announced that trading in
TPI Polene Public Company Limited (TPIPL) stock is suspended
from the afternoon session on September 24, 2001 onwards until
the company clarifies and discloses the related information on
the news to the public through the SET.
SET posted the "H" sign against the stock of TPIPL in Monday
morning session because of the unconfirmed news saying that the
company is going to sign a contract to sell new capital
increased shares to definite buyer(s). The company is still
unable to render the clarification that can be disclosed to the
investors before the afternoon session.
S U B S C R I P T I O N I N F O R M A T I O N
Troubled Company Reporter -- Asia Pacific is a daily newsletter
co-published by Bankruptcy Creditors' Service, Inc., Trenton, NJ
USA, and Beard Group, Inc., Washington, DC USA. Lyndsey Resnick,
Maria Vyrna Nineza, Jerros Dolino, Editors.
Copyright 2000. All rights reserved. ISSN: 1520-9482.
This material is copyrighted and any commercial use, resale or
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*** End of Transmission ***