/raid1/www/Hosts/bankrupt/TCRAP_Public/011010.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, October 10, 2001, Vol. 4, No. 198

                         Headlines

A U S T R A L I A

ANSETT AUSTRALIA: ANZ Reduces Flights, Directors' Fees
CTI COMMUNICATIONS: Appoints Voluntary Administrator
FTR HOLDINGS: Intends To Seek Consolidation Of Issued Capital
JAMES HARDIE: Posts Letter From Grant Samuels & Associates

JAMES HARDIE: Restructuring Receives Conditional Approval
KEYCORP LIMITED: Twentieth AGM To Be Held November 8
TELCO AUSTRALIA: Administrator Appointed To Next Systems
TRITON CORPORATION: Executes Deed Of Company Arrangement


C H I N A   &   H O N G  K O N G

CIL HOLDINGS: Power Forward Withdraws Winding-Up Petition
FU HUI: Changes Company Name
PACIFIC CENTURY: Exceptional Price Movements Unexplainable


I N D O N E S I A

GARUDA INDONESIA: Additional US$25M Insurance Premium Planned


J A P A N

NIPPON TELEGRAPH: Units See Big 1H Losses
SNOW BRAND: Slashes Outlook For FY
SUMITOMO LIFE: Denies Tie-Up With Mitsui
VICTOR COMPANY: Moody's Reviews Rating For Possible Downgrade


K O R E A

ASIANA AIRLINES: Creditors May Grant Long-Term Loans
ASIANA AIRLINES: Fitch Places BB- Rating On Watch Negative
DAEWOO HEAVY: To Complete Debt Workout Next Month
HANVIT BANK: Sells Bank Loans To Deutsche Bank
HYNIX SEMICONDUCTOR: Financial Troubles Strain Banking Sector

ORION ELECTRIC: Debt-Equity Swap Sought By Creditors
SEOUL BANK: Government To Decide DB Capital's Fate Wednesday


M A L A Y S I A

BRIDGECON HOLDINGS: Enters MoA With JMR
INNOVEST BERHAD: Enters Deed Of Settlement With Arab-Malaysian
INSTANGREEN CORPORATION: Faces Penalty Over Breach Of MBLR
L&M CORPORATION: KLSE Reprimands, Imposes RM61,250 Fine
L&M CORPORATION: Posts Defaulted Interest Payments Update

LION CORPORATION: KLSE Grants Extension Request
PAN PACIFIC: Answers KLSE Query Re Unit's Winding-Up Petition
RENONG BERHAD: Appoints New Board Directors
SAP HOLDINGS: Posts Pending Lawsuits
SISTEM TELEVISYEN: Proposes Corporate Restructuring Scheme
TAI WAH: Posts Notice Of Extraordinary General Meeting


P H I L I P P I N E S

BENPRES HOLDINGS: PhilRatings Downgrades Rating To PRS Baa
METRO PACIFIC: Bailout Shouldn't Affect PSE Deal
METRO PACIFIC: Fort Bonifacio Project Hard Sell
NATIONAL POWER: Privatization To Attract Investors
NATIONAL POWER: Suspends US$400M Bond Issue


S I N G A P O R E

CAPITALAND LIMITED: London Property Sale Completed
HONG LEONG: Posts Changes In Shareholder's Deemed Interests
GOLDEN AGRI-RESOURCES: Posts Debt Restructuring Update
ISOFTEL LTD: Answers Questions Posed By Stock Exchange


T H A I L A N D

ALPHA SPINNING: Business Reorganization Petition Filed
EASTERN WIRE: Posts Business Rehabilitation Plan Resolutions
EASTERN WIRE: Reports On Capital Increase
ROBINSON DEPT: Posts Restructuring Plan Progress
SAMART CORPORATION: Announces EGM Resolutions

     -  -  -  -  -  -  -

=================
A U S T R A L I A
=================


ANSETT AUSTRALIA: ANZ Reduces Flights, Directors' Fees
------------------------------------------------------
Air New Zealand, Ansett Australia's parent company, will be
cutting back flight schedules for November by 10.5%, as a
consequence of reduced demand for international air travel
following the terrorist attacks on the United States, the
airline's Board of Directors announced Tuesday.

"The bulk of the reduction will take place on international
routes - and mainly between Sydney and Los Angeles and across
the Tasman," said the Acting Chairman of Air New Zealand, Dr Jim
Farmer.

"There will be little effect on New Zealand domestic services,
and no provincial center will lose its Air New Zealand service
as a result of the decisions taken Tuesday.

"The reduction in flying, coupled with the necessary
reorganization of the company following the loss of Ansett from
the Group, will have an impact on staffing levels at Air New
Zealand.

"We will be consulting with unions before confirming any
estimate of the employment impact, but it is likely to be lower
than the predictions of between 1,000 and 1,500 job losses being
made over the weekend.

"Initially, we plan to achieve workforce reductions by attrition
and a recruitment freeze to stop the hiring of replacements when
people leave. We are also encouraging staff to take accumulated
leave and reduce over-time.

"However, there will be redundancies in some areas, and these
will be managed through processes which have been agreed with
our unions in current collective employment contracts, or
contained in individual contracts.

"The reductions at Air New Zealand is not as significant as some
of the layoffs that have been announced recently by
international airlines, as Air New Zealand is heading into a
period when air travel demand from our home market increases,"
Dr Farmer said.

Air New Zealand will be making more detailed announcements on
flight schedule changes and reorganization as the implementation
of Tuesday's decisions by the Board proceeds.

The Board of Air New Zealand is reducing its own director's fees
and has been advised that none of the company's recently retired
directors are prepared to accept a retirement allowance.

"We are grateful that our former directors advised us in advance
of our meeting Tuesday that they would not accept any payment of
the retirement allowance provided for in the company's
constitution," the Acting Chairman of Air New Zealand, Dr Jim
Farmer said Tuesday. "This meant it was unnecessary for us to
even consider the matter.

"In regard to the fees to be paid to current directors of Air
New Zealand, the Board has decided that the ordinary director's
fee should be reduced immediately from $90,000 a year to $45,000
and that the chairman's fee should be reduced from $160,000 a
year to $90,000. The savings from this move will be increased by
the reduction in the size of the Board from 13 members to eight

"The new Board believes these steps are appropriate in a time
when we are reducing our flight schedules, trimming staff, and
working toward a recovery from the company's worst loss on
record," Dr Farmer said.


CTI COMMUNICATIONS: Appoints Voluntary Administrator
----------------------------------------------------
The Board of CTI Communications Limited has appointed an
administrator pursuant to section 436A of the Corporations Law.

After consideration of the accounts for the year ended 30 June
2001, and the Company's current trading position, the directors
have reached the conclusion that the Company may be unable to
meet all of its commitments as and when they fall due. The
Directors, therefore, have been unable to sign the Director's
Declaration required to accompany audited Annual Accounts which
the Company must lodge with the Australian Securities and
Investment Commission under Corporations Law.

As a consequence, the Directors have appointed John Sheahan and
Ian Lock, of Sheahan Coope Lock, an insolvency practice,
(telephone 02 9253 9975) as Joint and Several Administrators in
a Voluntary Administration with a view to restructuring the
operations of the company.


FTR HOLDINGS: Intends To Seek Consolidation Of Issued Capital
-------------------------------------------------------------
FTR Holdings Limited advised that it intends to seek a
consolidation of the Company's issued capital whereby all
existing securities on issue would be reduced on a 1 (one) for 5
(five) basis.

The impact upon the Company's existing securities is:

                             PRE CONSOLIDATION     POST
CONSOLIDATION

Ordinary Shares                178,977,840            35,795,568
Options                          4,800,000               960,000

The exercise price of existing options on issue will be
increased by a factor of 5 (five).

The Directors intend to seek shareholder approval for the
consolidation at the forthcoming Annual General Meeting of the
Company next month. Meeting Materials providing additional
information regarding the consolidation will be circulated to
shareholders in the coming fortnight.


JAMES HARDIE: Posts Letter From Grant Samuels & Associates
----------------------------------------------------------
James Hardie Industries Limited posted Independent Expert Grant
Samuel & Associates Pty Limited's letter:

LETTER FROM GRANT SAMUELS & ASSOCIATES

PROPOSED RESTRUCTURE OF JAMES HARDIE INDUSTRIES

1 INTRODUCTION

On 24 July 2001, James Hardie Industries Limited (James Hardie
Industries) announced its intention to undertake a corporate
reorganization (the proposed restructure). The proposed
restructure involves shareholders exchanging their shares in
James Hardie Industries for shareholding interests in a new
Dutch incorporated company, James Hardies Industries NV (JHI NV)
on a one for one basis. James Hardie industries will become a
wholly owned subsidiary of JHI NV and JHI NV will become the new
holding company of the James Hardie group of companies (James
Hardie Group). It is intended that JHI NV will maintain a
primary listing on the Australian Stock Exchange but will also
have a secondary listing on the New York Stock Exchange.

The proposed restructure was implemented by way of a Scheme of
Arrangement and was subject to approval by the shareholders of
James Hardie Industries. As part of the material provided to the
shareholders, Grant Samuel & Associates Pty Limited (Grant
Samuel) prepared an independent expert's report (dated 22 August
2001) in relation to the proposed restructure. Grant Samuel's
conclusion was that the proposed restructure is, on balance, in
the best interests of James Hardie Industries' shareholders as a
whole. An extract of the summary of that opinion is set out as
Attachment A to this letter.

The shareholders meeting was held to approve the proposed
restructure on Friday, 28 September 2001. At that meeting,
shareholders voted overwhelmingly in favor of the proposed
restructure with a majority of 98%.

One of the significant benefits of the proposed restructure is
that it creates a far more tax efficient structure for James
Hardie Group. There are two significant tax related benefits:

* there will be no requirement in order to fund James Hardie
Industries' dividend payments to remit cash from the United
States to Australia (within James Hardie Group). If this cash is
remitted by way of internal dividend there is 15% withholding
tax payable on dividends remitted from the United States to
Australia. This withholding tax cannot be offset against
Australian income tax as dividend income from the United States
is exempt income. As a result, the company's overall effective
tax rate will increase to between 45% and 50% in the near
future, depending on the level of internal dividends and various
other factors. The pro forma accounts for the year end 31 March
2001 showed a 48% tax rate when adjusted for the United States
withholding tax. In the absence of this withholding tax, the
effective tax rate would be between 35% and 40%; and

* the effective corporate tax rate is further reduced (to
between 25% and 30%) through the establishment of a financing
vehicle in The Netherlands and the application of the Dutch
Financial Risk Reserve (FRR) regime.

On 27 September 2001, the Australian Government announced
changes to the withholding tax arrangements between Australia
and the United States. The effect of these changes is to reduce
the withholding tax rate on dividends from 15% to 0%. The
changes are expected to take effect from 1 July 2003.

Following discussions with the Australian Securities and
Investments Commission, the directors of James Hardie Industries
have asked Grant Samuel to comment on whether these changes have
any impact on its opinion.

2 COMMENTARY

In forming the opinion in its report dated 22 August 2001, Grant
Samuel was always cognizant of the possibility that the tax
arrangements between the United States and Australia might
change in such a way as to reduce or even eliminate the
withholding tax issue. Relevant extracts from Grant Samuel's
summary letter and detailed report are set out in Attachment B
to this letter.

The key point to be drawn from the analysis is that even with
the withholding tax rate reduced to zero, the extent of the
benefits arising from the proposed restructure relative to the
status quo remain unchanged (i.e. the James Hardie Group will
enjoy a 25-30% tax rate compared to the likely 45-50% if the
status quo is maintained).

The effect of the Government announcement is to create an
alternative proposal to the proposed restructure which offers
part of the same benefits. Under this alternative, James Hardie
Industries would remain the group holding company and there
would be no need to create a new Dutch incorporated holding
company. There would need to be some internal group
restructuring so that cash dividends could flow from the United
States to Australia to take advantage of the zero withholding
tax rate. However, the benefits of this alternative are
significantly less than those arising from the proposed
restructure. While it would effectively lower the overall tax
rate from 45-50% to 35-40%, it does not offer the potential
inherent in the proposed restructure to reduce it further to 25-
30%. The differential can be seen from the impact on pro forma
earnings per share:

PRO FORMA EARNINGS IMPACT OF PROPOSED RESTRUCTURE (1)

                                YEAR ENDED 31/03/2001 (US GAAP)
                      NORMALISED BEFORE  PRO FORMA AFTER  CHANGE
                             PROPOSED           PROPOSED
                            RESTRUCTURE        RESTRUCTURE

Net profit before tax
(A$ millions)                 151.3              150.3

Income tax (A$ millions)       (72.1)             (41.2)

Net profit after tax
(A$ millions)                  79.2              109.1

Earnings per share (cents)      19.3               26.6      38%

Source: James Hardie Industries Information Memorandum

PRO FORMA EARNINGS IMPACT OF ALTERNATIVE RESTRUCTURE TO UTILISE
WITHHOLDING TAX CHANGE

                                YEAR ENDED 31/03/2001 (US GAAP)
                      NORMALISED BEFORE  PRO FORMA AFTER  CHANGE
                             PROPOSED           PROPOSED
                            RESTRUCTURE        RESTRUCTURE(2)

Net profit before tax
(A$ millions)                151.3               150.3

Income tax (A$ millions)      (72.1)              (58.2)

Net profit after tax
(A$ million)                  79.2                93.1

Earnings per share (cents)     19.3                22.7     18%

Source: James Hardie Industries

(1) Using same assumptions as set out in the original report
dated 22 August 2001.

(2) Before any abnormal or non recurring costs.

Clearly, the proposed restructure continues to offer a
substantially higher level of benefits than the status quo or
the alternative. The pro forma earnings per share under the
proposed restructure are 17% higher than they would be under the
alternative. It should also be noted that while the pro forma
analysis for the alternative uplift shows an 18% uplift, it is
based on an assumption that the change takes immediate effect,
whereas the benefit would not in fact occur until the 2003/04
financial year at the earliest.

While the effect of the Government's announcement is to reduce
the relative advantage of the proposed restructure over
alternatives, the differential (of 17% in terms of pro forma
earnings per share) is still significant and would, on balance,
outweigh the costs, disadvantages and risks of implementing the
proposed restructure and shifting to The Netherlands.

Additionally, it is important to note that:

* the alternative would also incur significant one-off costs
arising from the need to internally restructure the James Hardie
Group. There would be break costs associated from the
refinancing of bonds currently on issue (by James Hardie NV).
Management has estimated these costs to be approximately A$60
million before tax.

In this context, based on cash flows for the period up to 2007
and certain dividend assumptions, James Hardie Industries has
calculated that the net present value of the difference between
the proposed restructure and the alternative (taking into
account both the tax differences and one off costs) is
approximately A$130 million. The annual difference going forward
from 2007 is approximately $17 million. PriceWaterhouseCoopers,
advisers to James Hardie Industries have confirmed that the
calculations have correctly taken into account the announced
changes to the US withholding tax arrangements; and

* there is no guarantee that the proposed change in the
withholding tax regime will take effect on 1 July 2003. There is
certainly a risk that the commencement date could be deferred
and even some risk, albeit remote, that the changes are not
approved at all (as they require approval by the United States
Senate).

It needs to be recognized that the incremental benefits from the
proposed restructure arise primarily from the FRR regime and
this is subject to some risks. James Hardie Group has received a
ten year binding ruling but its applicability beyond that date
is not certain. It is also subject to the risk of being
overruled by the European Commission, which has indicated
intentions to undertake reviews of member countries' tax systems
in relation to "prohibited state aid". However, these risks have
not changed from the time of Grant Samuel's original report.

In summary, Grant Samuel's opinion does not change as a result
of the Government announcement and the proposed restructure is
still in the best interests of members.

3 OTHER MATTERS

This letter must be read in conjunction with Grant Samuel's
report dated 22 August 2001. All assumptions, limitations and
disclaimers in that report also apply to this letter.

ATTACHMENT A

EXTRACT FROM PAGE 2 OF GRANT SAMUEL'S SUMMARY LETTER

2. SUMMARY OF OPINION

In Grant Samuel's opinion, the proposed restructure is, on
balance, in the best interests of James Hardie Industries'
shareholders as a whole. The transaction is essentially neutral
insofar as shareholders will have the same underlying economic
interest in the business of James Hardie Group before and after
the proposed restructure. The primary benefit of the proposed
restructure is an increase in after tax returns to shareholders.
This benefit is a tangible and material gain relative to the
status quo. In the absence of some form of restructuring, James
Hardie Industries faces an increasing corporate tax rate that
could reach almost 50% in the near future. A "do nothing"
approach would ultimately have negative consequences on
shareholder value.

There are other benefits such as a more attractive "currency"
for scrip acquisitions but these are not regarded as
substantial. There are a number of costs, disadvantages and
risks arising from the proposed restructure. Key issues for
shareholders will be impacts on corporate governance and
liquidity. While these factors are not inconsequential, and some
may be significant for some shareholders, they do not, in Grant
Samuel's opinion, outweigh the benefits for shareholders as a
whole.


ATTACHMENT B

EXTRACT FROM PAGE 8 GRANT SAMUEL'S SUMMARY LETTER

ALTERNATIVES ARE NOT AS ATTRACTIVE

There is a possibility of changes in tax laws that would
ameliorate the United States/Australian withholding tax issue,
thereby removing the need to restructure. The Australian
Government has announced intentions to grant franking credits on
certain withholding tax payments (such as James Hardie Group's
dividends from the United States). There is also the potential
for a reduction in the withholding tax rate. However:

* the granting of franking credits has already been delayed and
is far from certain;

* the rate reductions are merely speculation; and

* in any event, the proposed restructure would still give a more
favorable outcome in tax terms even if withholding tax was
reduced to zero or franking credits were granted.

EXTRACT FROM PAGE 33 OF GRANT SAMUEL'S INDEPENDENT EXPERT'S
REPORT

ALTERNATIVES

The board and management of the James Hardie Industries have
considered a number of alternatives over a period of many
months. One of the alternative proposals involved retention of
the current listed entity and simplification of the existing
holding company structure. A tax reform measure has been
proposed by the Federal Government which would result in
franking credits being credited to James Hardie Industries for
foreign withholding taxes paid by Australian companies. The
proposed change is due to be enacted as at 1 July 2002
(postponed from 1 July 2001). If this occurred, the effective
tax rate incurred by Australian resident shareholders (assuming
they can utilize the franking credits) falls as the franking
credits would offset the withholding tax. However:

* the proposed tax change is uncertain. A federal election will
be held later this year which may result in a change of
government. If the proposed tax change were not enacted into
law, United States withholding taxes of 15% levied on the
remittance of dividends from the United States operations to
James Hardie Industries will not generate franking credits;

* the corporate tax rate for James Hardie Group would not be
reduced and would remain relatively high (45% to 50%) as the
withholding tax between the United States and Australia would
still be paid and there would be no ability to reduce the tax
expense through a Dutch finance company structure. Corporate
cash flows would be reduced accordingly. Even allowing for the
full benefit of franking credits the effective tax rate for
Australian shareholders would still be in the order of 40%. In
this respect the proposed restructure is far superior; and

* not all shareholders can fully utilize the franking credits.
The franking credits generated would be of limited value to
overseas investors who will inevitably become increasingly
important. At the very least it will maintain the relative
unattractiveness of James Hardie Industries for overseas
investors.

In addition, the bilateral negotiations on the United
States/Australia tax treaty commenced in March 2001. It is
conceivable that reduced rates of withholding tax could result
from these negotiations. Such a reduction would reduce the
effective tax rate but again only to the order of 40%. The Dutch
finance company structure and the reduction in effective tax
rate to around 27% would not be available. In any event, the
reduction in the withholding tax rate is merely speculative at
this point in time.


JAMES HARDIE: Restructuring Receives Conditional Approval
---------------------------------------------------------
James Hardie Industries Limited shareholders overwhelmingly
approved the Company's corporate restructuring at the Scheme
Meeting held on Friday, 28 September 2001.

The resolution was approved by 97.66% of votes cast (by person
or by proxy) representing 92.38% of shareholders who voted.
Details of the final voting results are:

Votes cast FOR the resolution                       274,064,591
Votes cast AGAINST the resolution                    6,561,448
Votes abstained                                         50,027

STOCK EXCHANGE APPROVALS

James Hardie has received, in principle, listing approval from
the Australian Stock Exchange (ASX) for its new parent company,
James Hardie Industries NV (JHI NV). S&P/ASX Index Services has
confirmed that the new company will have the same index
weighting as James Hardie Industries Limited at 100%.

James Hardie has also received the relevant approvals from the
U.S. Securities & Exchange Commission and approval for the
listing of ADRs in the U.S.A. from the New York Stock Exchange
(NYSE). The Company's ticker symbol will change to JHX on both
the ASX and the NYSE when the listings occur.

PROPOSED CHANGES TO U.S./AUSTRALIA TAX TREATY

On the evening prior to the shareholder meeting, the Australian
Federal Treasurer announced that he had signed an agreement with
the US Ambassador to Australia under which changes are proposed
to the US-Australia Double Tax Treaty. One of the proposed
changes is a reduction in the rate of withholding tax on
dividends paid from the US to Australia from 15% to 0%, provided
all relevant conditions are met. The new Treaty is not due to
come into force until 1 July 2003 at the earliest and must be
ratified by the US Senate and the Australian parliament. Its
implementation is, therefore, not wholly certain.

IMPLICATIONS OF TAX TREATY CHANGES

James Hardie advised shareholders and the Australian Stock
Exchange of the proposed treaty change and reviewed its
implications for the proposed restructuring at the shareholder
meeting held on 28 September 2001 to consider and vote on the
Company's proposal. The Chairman noted in his formal comments to
the meeting that the directors had met before the meeting and
confirmed that the proposed changes to the tax treaty did not
affect their recommendation. Of those shares voted in person at
the meeting in that knowledge, 98.9% voted in favor of the
Scheme.

The possibility of a change in the treaty was referred to in
section 3.5 of the Information Memorandum, the Board having
anticipated and considered such a possibility when it developed
the restructuring proposal.

The Board maintains its view that this proposed change does not
and should not alter the Company's restructuring plans for these
reasons:

* the principal benefits to be derived by the Company and
shareholders - in particular, the estimated corporate tax rate
of between 25-30% to be achieved under the Scheme, are not
affected by the proposed treaty changes;

* if the restructuring proposal were not implemented, James
Hardie would have to wait until at least July 2003 to obtain
benefits that may arise from the proposed changes to the
Australian/US tax treaty. By doing so, it would forego an
estimated $26 million in withholding tax savings and $28 million
in other foreign tax savings, which would otherwise accrue
during this time; and,

* if James Hardie sought to take advantage of the proposed
changes to the tax treaty:

- the Company would need to implement an alternative
restructuring and would incur refinancing and other costs
estimated at $40 million (after tax) to do so - there are no
such expenses to be incurred under the Scheme;

- the Company's corporate tax rate would rise to between 40-50%
for at least the next two years and to 36-37% once the proposed
treaty changes were implemented. This rate is considerably more
than the estimated group corporate tax rate of 25-30% to be
achieved under the Scheme. This difference in rates arises
because the net savings of $16 million a year to be derived from
the European financing structure can only be achieved by
implementing the Scheme.

Grant Samuel & Associates Pty Limited, the Independent Expert,
concluded in its report in the Information Memorandum when
discussing the possibility of tax treaty changes, that the
proposed restructure would still give a more favorable outcome
than the current structure, even if withholding tax were reduced
to zero. Grant Samuel has since considered the impact of the
treaty change announcement and its further report is attached.
In summary, its report says that the restructuring as proposed
remains in the best interests of shareholders.

Shareholders should also note that, as previously disclosed to
the shareholder meeting and the ASX, the implementation costs
associated with the Scheme proposal have been revised down from
the $17-$19 million referred to at section 3.3(f) on page 23 of
the Information Memorandum to $6 million. This is because
expenses that were expected to arise have not materialized. This
further improves the economic benefits of the restructuring as
proposed.

COURT CONFIRMATION OF SCHEME

At the second Court hearing to confirm the restructuring Scheme
on Monday 8 October 2001, the Court, having considered the
implications of the proposed changes to the tax treaty, made
orders confirming the Scheme on the basis that those orders take
effect at 1:00 pm on Thursday 11 October 2001. The Court
concluded that shareholders who voted in favor of the Scheme
should be given the opportunity to be heard in relation to
whether they would have voted against the Scheme had the
proposed treaty changes been announced well in advance of the
Scheme meeting, rather than the day before and, if so, what
consequences that is likely to have had for the approval of the
Scheme by shareholders.

SHAREHOLDER OPPORTUNITY TO BE HEARD

Accordingly, the Court has decided that such shareholders should
have the opportunity to be heard, before the Scheme approval
takes effect, as to any objection to the Scheme on the basis
that they would have changed their vote had they been aware of
the proposed treaty change. The Court will hear any such
objections at 11.00 am on Thursday 11 October 2001. If you wish
to object to the Scheme on those grounds, you may file and serve
on James Hardie Industries Limited a notice of appearance, in
the prescribed form, together with any affidavit on which you
wish to rely at the hearing.

The address for service of James Hardie Industries Limited is:

Allens Arthur Robinson
The Chifley Tower
2 Chifley Square
Sydney NSW 2000
ref: DARS 20-121-3363 YMSS
(02) 9230 4000

Name of James Hardie Industries Limited's legal practitioner:
David Robb.

TIMING OF IMPLEMENTATION

If, in accordance with its terms, the Court's order takes effect
on Thursday 11 October 2001, James Hardie intends to lodge the
order with ASIC on Friday 12 October 2001.

On that basis, the last day for trading in JHIL shares is
expected to be Friday 12 October 2001. The trading of JHI NV
CUFS on the ASX is therefore expected to commence under the new
ticker symbol JHX, on a deferred settlement basis on Monday 15
October 2001 and on a T+3 basis on Monday 29 October 2001.

RECOMMENDATION

The Board of James Hardie remains of the view that its
restructuring is in the best interests of shareholders and
creates significant value for shareholders, while the available
alternatives would be earnings per share negative, when the
reduced benefits and additional costs are taken into account.
The treaty changes do not affect the benefits available to the
Company and shareholders under the Scheme. For further
reference, the potential disadvantages of, and the risks
associated with, the Scheme are described in Sections 3.3 and
3.4 (respectively) of Part B of the Information Memorandum that
has been sent to you.

The Company recommends that the Scheme should proceed and that
shareholders should not seek to object to it.

This document and the accompanying letter from Grant Samuel &
Associates are available:

* on the Company's website http://www.jameshardie.com

* from the ASX

* free of charge at the Company's registered office at Level 8,
  65 York Street, Sydney NSW 2000


KEYCORP LIMITED: Twentieth AGM To Be Held November 8
----------------------------------------------------
Keycorp Limited informed that its twentieth Annual General
Meeting of Keycorp Limited will be held at the "Hyde Park Room",
Sheraton on the Park, 161 Elizabeth Street, Sydney, NSW 2000, on
Thursday, 8 November 2001 at 10:00am.

ORDINARY BUSINESS

1. To receive and consider the Company's financial statements
and the reports by the directors and auditors for the six months
ended  30 June 2001.

2a. TO ELECT A DIRECTOR:

Mr John William Wood retires at the meeting in accordance with
article 16 of the company's constitution and, being eligible for
re-election, offers himself accordingly.

2b. TO ELECT A DIRECTOR:

Mr Andrew Robert Swanson retires at the meeting in accordance
with article 16 of the company's constitution and, being
eligible for re-election, offers himself accordingly.

3. APPOINTMENT OF AUDITOR

To consider and, it thought fit, pass the following resolution,
without amendment, as an ordinary resolution:

"That the Auditor General for the Commonwealth of Australia,
having consented, be and is hereby appointed as the company's
auditor with effect from 1 January 2001."

4. RATIFICATION OF SHARE ISSUES

To consider and, if thought fit, pass the following resolution
as an ordinary resolution:

"That approval be given, for the purposes of ASX Listing Rule
7.4, to these shares issues:

15 May 2001        Issue of 200,000 ordinary shares to Veritone
                   Australia Pty Limited.

29 June 2001       Issue of 382,000 ordinary shares to Telstra
                   cb:fs Limited.

16 July 2001       Issue of 483,653 ordinary shares to the
                   University of Adelaide."

5. SPECIAL BUSINESS

To consider and, it thought fit, to pass the following
resolution as a special resolution:

"That Mr Malcolm Geoffrey Irving, having reached the age of 72
years on 30 October 2001, be and is hereby appointed a director
of the company until the conclusion of the next Annual General
Meeting."

6. ANY OTHER BUSINESS

To consider such other business as may be properly brought
before the meeting.


TELCO AUSTRALIA: Administrator Appointed To Next Systems
--------------------------------------------------------
The Directors of Telco Australia Limited have today notified the
Australian Stock Exchange, as required, that the company has
been advised by the Board of Next Systems Limited, in which
Telco is a 45% shareholder, that the Next Systems Board,
applied to have an Administrator appointed to the company.

The worst case scenario for Telco, if the Administrator realizes
a zero recovery value for the company, will be a write down of
$1.2 million on the Telco Balance Sheet.

Siegfried Konig, Managing Director of Telco Australia Limited,
said his Board is working vigorously to restore shareholder
value through renewed focus on Telco's other assets and
investments and on new opportunities.


TRITON CORPORATION: Executes Deed Of Company Arrangement
--------------------------------------------------------
At the second meeting of creditors of Triton Corporation Limited
held on 14 September 2001, creditors passed a resolution
requiring Triton to execute a Deed of Company Arrangement
pursuant to Part 5.3A of the Corporations Law.

The Deed of Company Arrangement has been subsequently executed
and incorporates these provisions:

1. The directors of Triton engage Cullen Capital Pty Ltd (Cullen
Capital) to prepare an Information Memorandum seeking investment
in Triton.

2. The directors of Triton procure $350,000 (net) from an
investor or investors within six months of the execution of the
Deed of Company Arrangement, pursuant to a capital restructuring
to be approved by shareholders at an extraordinary meeting of
members.

3. Cullen Capital and the directors to be paid from the Deed
Fund, their reasonable disbursements in relation to preparing
the Information Memorandum and seeking investment in the listed
shell of Triton.

4. A moratorium on debts incurred prior to the appointment of
Administrators, for the term of the Deed of Company Arrangement.

5. On compliance with the Deed of Company Arrangement, Triton is
to be released from all debts incurred prior to the appointment
of Administrators.

6. Counsel's advice be obtained to assess the prospects of a
legal action against the previous Board of Directors and an
amount of $10,000 be set aside from the Deed Fund for this
purpose.

7. Proceeds realized pursuant to the restructuring process and
monies held in the Deed Fund to be applied in accordance with
Section 556 of the Corporations Law (priority provisions).


================================
C H I N A   &   H O N G  K O N G
================================


CIL HOLDINGS: Power Forward Withdraws Winding-Up Petition
---------------------------------------------------------
CIL Holdings Limited stated the winding-up petition served
against the Company by Power Forward Finance Limited (Power
Forward) (the "Petition"), a Company creditor, announced that
during the hearing of the Petition held on 8 October 2001, Power
Forward withdrew the Petition. Power Forward is considering
whether or not to accept the Company's settlement offer. Another
Company creditor, Star Dragon Securities Limited (Star Dragon),
requested to be substituted as Petitioner, on the grounds that
the Company has not repaid an outstanding debt of HK$5,000,000.
The payment was due 30 June 2001, based on a settlement
agreement dated 18 December 2000. Eventually, the Justice of
High Court made these orders and/or directions (the "Order"):

1. There be leave to Star Dragon to substitute as the
petitioner in the Petition;

2. The amendments to the Petition are to be filed within seven
days from the date of the Order;

3. The affirmation verifying the amended Petition are to be
filed with the Court within seven days thereafter;

4. There be leave to the Company to file an affirmation in
opposition to the affirmation of Star Dragon within
fourteen days from date of service of 3 above; and

5. The hearing of the amended Petition be fixed on 12 November
2001 at 9:30 am.


Trading in the shares was suspended from 10:00 a.m. on 8 October
2001 at the request of the Company pending release of this
announcement and application has been made to the Stock Exchange
for the resumption of shares trading from 10:00 a.m. on 9
October 2001.


FU HUI: Changes Company Name
----------------------------
Fu Hui Holdings Limited advised market participants to note that
the name of the Company's name has been changed to "Fushan
Holdings Limited".  Accordingly, the stock short name of its
ordinary shares (stock code: 639) will also be changed to
"FUSHAN HOLDINGS", effect from Wednesday, 10/October/2001.

On September 12, TCR-AP reported that the company announced the
resolutions to approve the Restructuring Agreements and the
transactions, i.e. the Capital Increase, the Whitewash Waiver
(by poll) and the granting of general mandate to issue new
Shares,  were duly passed at the First EGM held on 7th
September, 2000 by the Shareholders and the Independent
Shareholders present and voting either in person or by proxy at
the meeting.


PACIFIC CENTURY: Exceptional Price Movements Unexplainable
----------------------------------------------------------
Pacific Century CyberWorks Limited have noted the recent
increase in the price and trading volume of the shares of the
Company and wish to state that the Company is not aware of any
reasons for such increases.

The Company also confirmed that there are no negotiations or
agreements relating to intended acquisitions or realizations
which are discloseable under paragraph 3 of the Listing
Agreement, neither is the Board aware of any matter discloseable
under the general obligation imposed by paragraph 2 of the
Listing Agreement, which is nor may be of a price-sensitive
nature.


=================
I N D O N E S I A
=================


GARUDA INDONESIA: Additional US$25M Insurance Premium Planned
-------------------------------------------------------------
National flag carried PT Garuda Indonesia will spend US$25
million to pay the additional premium for insurance protection
for all its fleet, Bisnis Indonesia reports Tuesday, citing
President Director Abdulgani.

"We haven't got the precise figure yet, but the additional
premium fee that we have to pay will be around US$25 million.
The additional insurance premium is not only for fleets that fly
the international routes but also for domestic routes."

Last week Garuda Indonesia reached an agreement with an
insurance company on third party insurance protection and
aircraft risks worth US$750 million. The agreement was made
after the government refused to cover the insurance.

Abdulgani added that with the additional insurance premium, the
company is forced to raise the ticket fare for international
flights.

"We will raise the ticket fare immediately and every ticket will
be increased by US$5 for the surcharge," he explained.

TCR-AP reported on September 28 that the company had finalized
its US$1.51 billion debt restructuring and could now concentrate
on its privatization plans slated in 2003.


=========
J A P A N
=========


NIPPON TELEGRAPH: Units See Big 1H Losses
-----------------------------------------
Nippon Telegraph & Telephone corporation (NTT) subsidiaries, NTT
East and NTT West, are projected to post around Y100 billion in
pretax losses for the first half through September, compared to
Y11.1 billion in pretax losses recorded during the same period
of last year, the Asian Wall Street Journal reported Monday.

Company sources blamed the sharp drop in earnings to a
significant reduction in number of subscribers and the lower
prices for local calls were much larger than expected.


SNOW BRAND: Slashes Outlook For FY
----------------------------------
Citing declining demand for its products and the presence of
stronger competition, Snow Brand Milk Products Co. has revised
down its earnings outlook for the fiscal year to March, News on
Japan reported October 9.

The company originally expected a Y170 million profit and Y99.1
billion in revenue. Instead the company now expects to post a
net loss of Y2.63 billion on revenue of Y92.8 billion. Last
fiscal year, the firm reported an operating loss of Y56.1
billion.


SUMITOMO LIFE: Denies Tie-Up With Mitsui
----------------------------------------
Sumitomo Life Insurance Co. and Mitsui Mutual Life Insurance
Co., two of Japan's top 10 life insurers, denied a local news
report that they are currently negotiating a business
consolidation, the Asian Wall Street Journal reported on October
8, 2001.

The report alleges that both companies will convert to stock
companies and consider setting up a joint holding company. Their
shift will likely to take several years and will create the
second largest life insurer in Japan.

The report comes in the wake of a statement made by Chuo Mitsui
Trust & Banking Co. saying it was considering various tie-ups
with Sumitomo Mitsui Banking Corporation. However, Chuo Mitsui
denied a Sumitomo takeover.


VICTOR COMPANY: Moody's Reviews Rating For Possible Downgrade
-------------------------------------------------------------
Moody's Investors Service has placed the Baa1 senior unsecured
ratings of Victor Company of Japan, Ltd. (JVC) under review for
possible downgrade. Moody's says the review is prompted by
uncertainties regarding JVC's profitability, resulting from the
current downturn in the global consumer electronics market to
which the company has significant exposure.

In September 2001, JVC revised downward its forecast for the
first half of fiscal year 2001. JVC now predicts net losses of
Yen 19.5bn on sales of Yen460bn, compared with the original
forecast of net losses of JPY5bn on sales of JPY470bn.

Moody's will examine to what extent the current downturn in the
global consumer electronics market will affect JVC's
profitability.

Victor Company of Japan, Ltd., headquartered in Kanagawa, Japan,
is one of the world's leading manufacturers of consumer
electronics products.


=========
K O R E A
=========


ASIANA AIRLINES: Creditors May Grant Long-Term Loans
----------------------------------------------------
Creditor banks of Asiana Airline Co. have been considering the
possibility of providing long-term loans to help the ailing
airline, the Asian Wall Street Journal reported Monday.

Aside from decreasing passenger traffic, in the wake of the
September 11 attacks, Asiana is faced with increasing debt
repayment requests, as well as higher insurance premiums.

One of South Korea's national flag carriers has W250 billion in
commercial papers (CP) maturing by year-end. Non-banking
financial companies are not expected to rollover Asiana's
maturing CP's, however, banks are bent on lending long-term
loans on outstanding receivables to the carrier.


ASIANA AIRLINES: Fitch Places BB- Rating On Watch Negative
----------------------------------------------------------
Fitch, the international rating agency, has placed the 'BB-' (BB
minus)  Senior Unsecured Debt rating of Asiana Airlines and the
'BB' rating of OZ Receivables PLC, the future flow
securitization deal backed by Asiana's airline ticket
receivables from its trans-Pacific routes, on Rating Watch
Negative.

The disruption of air travel in the U.S. since 11 September
affected not only U.S. carriers, but also Asian flag carriers,
whose international flights to the U.S. account for a
significant portion of their revenues. Asian airlines resumed
service to the U.S., but the temporary shutdown of American
airports during the week of the 11th was costly, adding to the
expected losses because of sluggish passenger and cargo traffic
due to the economic downturn. Asiana Airlines, which derives 22%
of its income from trans-Pacific routes, put its carrier's
losses due to the US cancellation at W5.4 billion (US$4.15
million).

Airlines are expected to adjust to rising costs, increased
safety demands, and falling passenger numbers. According to
Asiana Airlines, the overall load factor for September decreased
by 3.6% compared to September 2000, and the load factor for the
period from September 12 to September 23 dropped by 5.8%
compared to the period from September 1 to September 10 before
the terrorist attack. Asiana Airlines estimates that revenue
would contract by approximately W6 billion (US$4.6 million) a
month in the future.

Many airlines are now at risk of being grounded by the sudden
increase in insurance premiums. The South Korean government said
it would let its national carriers pass war-risk premiums of
US$1.25 per passenger on to customers, which insurers will
introduce starting 1 October. Airline insurers revised their
policies for third-party damage by limiting the coverage to only
USD50mln. The South Korean government said that it would
guarantee the coverage that is over the US$50 million limit up
to US$1.5 billion.

Before the attack in the U.S., Asiana Airlines said that it
terminated its code sharing with American Airlines on 18 August
due to a US safety rating downgrade for all Korean airlines.
Asiana's annual revenues from the code-sharing agreement
accounted for US$12M in passenger sales and US$4 million in
cargo sales. The termination of code sharing with American
Airlines is not likely to affect the securitization transaction
since the code share revenue is not subject to the
securitization programmed.

The transaction securities sales receivables of the tickets that
passengers purchase through travel agents or Asiana ticketing
offices in the US using their credit cards. Credit card
companies such as Visa, Master, American Express, and Diners
directly remit the cash flow to the offshore account for the
trust. The code share receivables are settled through a
mechanism that is outside the credit card settlement process.

The transaction requires a minimum debt service coverage ratio
of 2.5x. In the event cash flows decrease below this minimum
coverage level, collections on the receivables may be retained
by the trust for payment to noteholders. The debt service
coverage ratio for the 2001 July, August, and September was
5.07x, 4.89x, and 4.59x, respectively.

Fitch will continue to monitor the credit rating of Asiana
Airlines and OZ Receivables PLC and will issue further updates
as developments unfold.


DAEWOO HEAVY: To Complete Debt Workout Next Month
-------------------------------------------------
Korea Development Bank, lead creditor for Daewoo Heavy
Industries & Machinery Co., said the Korean machinery equipment
maker is likely to emerge from its debt workout program this
November, the Asian Wall Street Journal reported October 8.

The company's creditors were originally scheduled to complete
the program by the end of 2002, but they decided that Daewoo
already has the capability to continue its operations on its
own.

Both camps however did not provide details on how much Daewoo
Heavy owes. What remains is the creditors' decision on a set of
debt-rescheduling measures that are currently being drawn by a
consulting firm. A decision on this matter is expected in
October.


HANVIT BANK: Sells Bank Loans To Deutsche Bank
----------------------------------------------
Hanvit Bank issued a statement Tuesday saying it sold bad loans
carrying a face value of W573.1 billion to Deutsche Bank AG and
U.S. investment fund, Lone Star, the Asian Wall Street Journal
reported Monday.

Bad loans, classified as "substandard or below", are those
wherein the principal hasn't been paid for more than three
months.

The loans were sold at a recovery ratio of 51 percent, or W292.2
billion. Presently, Hanvit Bank has sold W6.285 trillion in bad
loans this year, effectively reducing its bad loan to total loan
ratio 5.4 percent, down from the 7.7 percent recorded at the end
of the year. The banks goal is to lower its ratio further down
to 4 percent or less by year-end. This target can be attained by
selling another W1.4 trillion worth of bad loans.


HYNIX SEMICONDUCTOR: Financial Troubles Strain Banking Sector
-------------------------------------------------------------
The South Korean banking sector, already hobbled with bad loans,
is greatly affected by the financial problems of ailing Hynix
Semiconductor, the Asian Wall Street Journal reports October 8.

Despite aggressive efforts by its creditors to infuse fresh
funds to the Korean semiconductor giant, Hynix, the world's
third-largest memory-chip maker, appears to be worsening. Last
week Creditors, agreed to freeze Hynix's debts until early next
year. Standard & Poor's, a credit rating agency, has lowered the
firm's senior secured debt to "selective default", implying
that the company may not be able to pay some of its debts, which
has US$6.63 billion in interest-bearing debt.

Bankers and analysts alike have seen the potential losses that
financial sector could suffer because of Hynix. Creditor banks
may not be able to recoup the loans in full and government help
is needed in this matter.

Hynix's influence is so pervasive that it is said to affect
almost every South Korean financial institution.


ORION ELECTRIC: Debt-Equity Swap Sought By Creditors
----------------------------------------------------
The Asian Wall Street Journal reported Monday that the debt of
Korean television and monitor tube maker, Orion Electronic
Company, will most likely be converted into equity by its
creditors.

No details regarding the debt amount subject to equity
conversion, or when the transaction will occur, was provided by
the company's leading creditor, Korea Exchange Bank.

However, a local report said Monday that a total of W800 billion
of Orion's debt will be converted as part of a debt rescheduling
process.

Orion Electronic, has been under a creditor-led debt workout
program since 1999.


SEOUL BANK: Government To Decide DB Capital's Fate Wednesday
------------------------------------------------------------
South Korean government officials are going to meet Wednesday to
decide whether or not to continue negotiations to sell a large
government stake in Seoulbank to Deutsche Bank AG unit DB
Capital Partners, the Asian Wall Street Journal reported Monday.

The large government interest in Seoulbank came when the state-
run Korea Deposit Insurance Corp., a guarantor of bank deposits,
injected massive public funds to re-capitalize the ailing bank.

On Wednesday, the government will decide to either continue
talks, extending the deadline to December's end, or call them
off to find another buyer.

The talks have been stalled, according to reports by local
newspapers.


===============
M A L A Y S I A
===============


BRIDGECON HOLDINGS: Enters MoA With JMR
---------------------------------------
The Special Administrators (the SAs) announced on behalf of
Bridgecon Holdings Berhad (BHB or the Company) and Lean Seng
Chan (Quarry) Sdn Bhd (Special Administrators Appointed)
(LSCQ), a wholly owned subsidiary of BHB, that the Company and
LSCQ entered into a Memorandum of Agreement (MoA) with JMR
Construction Sdn Bhd (JMR) on 4 October 2001.

The MoA is for the sale of the entire issued and paid up share
capital in LSCQ for a cash consideration of RM2.0 million
subject to LSCQ carrying out a restructuring scheme pursuant to
Section 44 of Pengurusan Danaharta Nasional Act 1998 (Danaharta
Act) to settle all of the liabilities of LSCQ , except for the
amount of RM6,491,675.00 due to the financial institutions as at
31 December 2000. In the settlement of liabilities, LSCQ may
utilize its cash and debtors realization for such a purpose.

The MoA is conditional upon fulfillment of:

1. all requisite approvals, consent, or waivers being obtained
from the relevant regulatory authorities and under the Danaharta
Act;

2. all relevant corporate approvals;

3. due diligence audit of LSCQ to be conduced by JMR.

It is estimated that upon settlement of the liabilities as
stated above, a loss in BHB's investment on LSCQ of
approximately RM800,000.00 will ensue.

A further detailed announcement will be made to the Kuala Lumpur
Stock Exchange upon the execution of a Definitive Agreement with
JMR.


INNOVEST BERHAD: Enters Deed Of Settlement With Arab-Malaysian
--------------------------------------------------------------
The Board of Directors of Innovest Berhad (Innovest or the
Company) stated that further to the announcement made on 26
April 2001 regarding the acceptance of the Letter of Offer dated
20th February 2001 from Arab-Malaysian Bank Berhad (Arab-
Malaysian, or the Bank), Innovest entered into a Deed of
Settlement with Arab-Malaysian on 29 September 2001 in relation
to the settlement of the revolving credit facility of
RM3,000,000 from Arab-Malaysian (hereinafter referred to as "the
Revolving Credit Facility"), which IB had defaulted in 1998.

Pursuant to the default, Arab Malaysian commenced legal action
via KLHC suit No D1-22-3405-98 on 3rd November 1998 and obtained
a Judgment against the Company on 16 January 2001 for
RM3,213,719.99 (Judgment Sum)

DETAILS OF THE SETTLEMENT

Details on the Deed of Settlement

On 29 September 2001 Innovest entered into a Deed of Settlement
with Arab-Malaysian for the assignment of all the rights, title
and interest in and to all the nine (9) units of townhouses
located at Palm Springs Port Dickson, Batu 13, Kilometer 21,
Jalan Pantai, Mukim Pasir Panjang, Port Dickson, Negeri Sembilan
(Properties) and all the benefits under the Sale and Purchase
Agreement for a total consideration of RM2,415,000 as full and
final settlement of the Revolving Credit Facility and/or
Judgment sum together with all interest accrued or to be accrued
(Debt Settlement).

Upon completion of the assignment of the Properties by Innovest
to Arab-Malaysian, the Bank shall have no further claims
whatsoever against Innovest and the total amount outstanding and
owing under the Revolving Credit Facility and/or Judgment Sum
together with interest thereon and all other moneys and
liabilities due, owing or payable by Innovest at the agreed cut-
off date as at 31 January 2001 for RM5,112,157 shall be deemed
to be fully satisfied by Innovest.

The aforesaid Sale and Purchase Agreement refers to the nine (9)
Sale and Purchase Agreements, the nine (9) Deeds of Covenants
and the nine (9) Supplemental Agreements all dated 20 December
1996 and executed between Palm Spring Development Sdn Bhd, the
Developer and Innovest Berhad in respect of the Properties.

Information on the Properties

The properties were acquired by Innovest from Palm Spring
Development Sdn Bhd, the Developer in December 1996.

The cost of investment of the Properties was RM3,718,485 and the
net book value of the Properties based on the audited accounts
as at 31 December 2000 was RM3,644,115.

Basis for Determining the Settlement Amount

The settlement amount was mutually agreed upon between Arab-
Malaysian and Innovest after taking into consideration of the
valuation of the Properties conducted by the Messrs. Dass
Mohamad Chartwell, Brooke Hillier Parker Sdn Bhd. Based on the
valuation report dated 22 January 2001, the current market value
of the Properties were estimated to be RM2,415,000.

RATIONALE

The rationale for the Debt Settlement is to provide full
settlement of debts owing by Innovest to Arab-Malaysian and to
reduce the liabilities of Innovest Group in line with its debt
settlement exercise currently being undertaken.

FINANCIAL EFFECTS

Share Capital and Substantial Shareholdings

The Debt Settlement will not have any effect on the issued and
paid-up share capital and the substantial shareholders'
shareholdings in Innovest.

Earnings

The Debt Settlement vide the disposal of the Properties will
result in a gain of approximately RM1,406,000 or 0.4 sen per
share for the financial year ending 31 December 2001.

Net Tangible Assets (NTA)

The NTA per share of the Innovest Group for the financial year
ending 31 December 2001 will be enhanced by approximately 0.4
sen as a result of the Debt Settlement.

Gearing

Based on the audited accounts as at 31 December 2000, the total
short-term borrowings of the Group and Company will be reduced
by RM5,050,247.

APPROVALS REQUIRED

The Debt Settlement is not subject to any approvals from the
shareholders of Innovest or any relevant authorities.


DIRECTORS' AND MAJOR SHAREHOLDERS' INTEREST

None of the Directors, major shareholders and/or persons
connected to the Directors or major shareholders of Innovest has
any interest, direct or indirect in the Debt Settlement.

DIRECTORS RECOMMENDATION

Having considered all aspects of the Debt Settlement, the
Directors of Innovest are of the opinion that the Debt
Settlement is in the best interest of the Company as it makes a
significant contribution towards the Company's effort in
reducing its indebtedness.


INSTANGREEN CORPORATION: Faces Penalty Over Breach Of MBLR
----------------------------------------------------------
The Kuala Lumpur Stock Exchange (the Exchange) in consultation
with the Securities Commission, publicly reprimanded and imposed
a fine of RM31,500.00 on Instangreen Corporation Berhad (IGREEN)
for breach of Section 60(b) of the Main Board Listing
Requirements (MBLR).

Section 60(b) of the MBLR stipulates that the annual audited
accounts together with the auditor's and directors' reports
shall be given to the Exchange for public release within a
period not exceeding four (4) months from the close of the
financial year of the company (Annual Audited Accounts).

The financial year-end of IGREEN was 31 December 2000 and hence
its Annual Audited Accounts were due on 30 April 2001. The
Annual Audited Accounts were furnished to the Exchange only on
31 May 2001, a delay of twenty-one (21) market days.
Accordingly, IGREEN was found to be in breach of Section 60(b)
of the MBLR.

The public reprimand and fine were imposed pursuant to Section
392 of the MBLR and Paragraph 16.17 of the Listing Requirements
after having considered all relevant circumstances and
consultation with the Securities Commission.

The Exchange had previously publicly reprimanded IGREEN on 21
May 1998 for breach of Section 57 of the MBLR for failure to
furnish the preliminary financial statement for the financial
year ended 31 December 1997 on time.

IGREEN was also publicly reprimanded and fined RM25,000.00 on 16
September 2000 for breach of Section 33 of the MBLR for failure
to make an immediate announcement when IGREEN and its subsidiary
were served with winding-up petitions.

The KLSE views this contravention seriously and hereby cautions
IGREEN and its Board of Directors on their responsibility to
maintain appropriate standards of corporate responsibility and
accountability in order to achieve greater disclosure and
transparency to its shareholders and the investing public.


L&M CORPORATION: KLSE Reprimands, Imposes RM61,250 Fine
-------------------------------------------------------
Kuala Lumpur Stock Exchange (the Exchange) in consultation with
the Securities Commission, publicly reprimanded and imposed a
fine of RM61,250.00 on L&M Corporation (M) Bhd (L&M) for breach
of Clause 3.22(b) of the Second Board Listing Requirements
(SBLR).

Clause 3.22(b) of the SBLR states that the issuance of the
annual audited accounts together with the auditors' and
directors' reports shall, in any case, be given to the Exchange
for public release, within a period not exceeding four (4)
months from the close of the financial year of the company
(Annual Audited Accounts).

The financial year-end of L&M was 31 December 2000 and hence its
Annual Audited Accounts were due on 30 April 2001. The Annual
Audited Accounts were furnished via annual report to the
Exchange only on 11 July 2001, a delay of forty-nine (49) market
days. Accordingly, L&M was found to be in breach of Clause
3.22(b) of the SBLR.

The public reprimand and fine were imposed pursuant to Clause
12.1 of the SBLR and Paragraph 16.17 of the Listing Requirements
of the Exchange after having considered all relevant
circumstances and after consultation with the Securities
Commission.

The Exchange views the above contravention seriously and hereby
cautions L&M and its Board of Directors on their responsibility
to maintain appropriate standards of corporate responsibility
and accountability in order to achieve greater disclosure and
transparency to its shareholders and the investing public.


L&M CORPORATION: Posts Defaulted Interest Payments Update
----------------------------------------------------------
The Board of Directors of L & M Corporation (M) Bhd (L&M)
updated the default in payments by the L&M Group. As of 30
September 2001, the total default payments to financial
institutions in respect of various credit facilities by L&M
Group is RM190,892,059-34.

L&M group has taken steps to address the default by way of
undergoing a corporate and debts restructuring scheme (Scheme)
governed by Section 176 of the Companies Act 1965. The Scheme
has been submitted to the relevant authorities on 3 September
2001 for approvals and the Company is now pending for their
approvals.


LION CORPORATION: KLSE Grants Extension Request
------------------------------------------------
The Directors of Lion Corporation Berhad (the Company) announced
that the Kuala Lumpur Stock Exchange approved the Company's 24
September 2001 application for an extension of time to 25
October 2001, within which the Company is required to:

a) revise its regularization plan;
b) make a revised Requisite Announcement to the KLSE; and
c) submit its revised plan to the regulatory authorities for
approval.

Upon submission of the revised plan to the authorities, the
Company is required to make a separate application to the KLSE
to seek additional time for the Company to obtain all necessary
approvals from the regulatory authorities.

The Company is further required to provide the KLSE with a
detailed progress report on the development and/or latest status
of the regularization exercise by 17 October 2001 on any
development between 24 September 2001 and 16 October 2001.


PAN PACIFIC: Answers KLSE Query Re Unit's Winding-Up Petition
-------------------------------------------------------------
Pan Pacific Asia Berhad, in reference to the Kuala Lumpur Stock
Exchange (Exchange) query dated 5 October 2001, appended below
reply to the queries:

(a) We are unable to determine the date the petition was served
as the petition was left at the registered office of Jafuong at
2A, 2nd Floor, Brooke Drive, 96000 Sibu Sarawak and only came to
the notice of PPAB's agent in Sibu on 24 September 2001. The
said petition was immediately couriered on the 24 September 2001
to PPAB's Executive Chairman, who was then away overseas and was
only back on 2 October 2001.

(b) Jafuong is a wholly-owned subsidiary of PPAB.

(c) PPAB has sought legal advice with a view to opposing and/or
to strike out the winding-up petition.


RENONG BERHAD: Appoints New Board Directors
-------------------------------------------
Renong Berhad (Renong) announced the appointment of the
following four new directors to its Board: Tan Sri Dato' Mohd
Sheriff bin Mohd Kassim, 62; Dato' Mohamed Azman bin Yahya, 37;
En. Abdul Wahid bin Omar, 37; and Cik Salmah Sharif, 39.

Tan Sri Dato' Mohd Sheriff is the Managing Director of Khazanah
Nasional Berhad (Khazanah) and a director of United Engineers
(Malaysia) Berhad (UEM) and RHB Bank Berhad. He is also the
Chairman of the Board of University Utara Malaysia; the
Entrepreneur Rehabilitation Fund of Bank Negara Malaysia; and
the Board of Trustees of the Malaysian Institute of Economic
Research.

Dato' Azman is the Chairman of the Corporate Debt Restructuring
Committee (CDRC) and Pengurusan Danaharta Nasional Berhad, and a
director of Syarikat Danasaham Sdn. Bhd. (Danasaham), Sime Darby
Berhad and UEM.

Abdul Wahid was appointed Managing Director and Chief Executive
Officer of United Engineers (Malaysia) Berhad (UEM) effective
October 1, 2001. He was previously the Chief Financial Officer
of Telekom Malaysia Bhd. Abdul Wahid is also director of
Malaysian Rating Corporation Berhad and a member of the
Investment Panel of Lembaga Tabung Haji.

Cik Salmah is Khazanah's company secretary and legal advisor.
She is also Khazanah's nominee director on the Boards of TIME
dotCom Berhad, TIME dotNet Bhd., Northern Utility Resources Sdn.
Bhd., Optica Fibre Technologies Sdn. Bhd. and Crystal Clear
Technology Sdn. Bhd.

The new appointments follow the successful takeover of UEM via a
Conditional Voluntary General Offer by Danasaham, which is now
effectively the largest shareholder of Renong Berhad by virtue
of the 31% stake in Renong held by UEM. With these appointments,
the Renong Board now comprises of six directors, including Dato'
Dr Ramli Mohamad and Group Managing Director, Ahmad Pardas
Senin.

The key challenges for the new board will include the resolution
of Renong's remaining debts as well as rationalizing the entire
operations of the group.


SAP HOLDINGS: Posts Pending Lawsuits
------------------------------------
Sap Holdings Berhad (SAP) revealed these legal suits:

1. Autoways Construction Sdn Bhd (Autoways) instituted an action
against Perangsang International Sdn Bhd ("PISB") vide Shah Alam
High Court MT4-22-1041-98 claiming RM8,212,846.95 being the
purported amount of money due to them for a contract that the
parties had entered into on 25th January 1996.

PISB has filed its defense. Autoways filed an application for
summary judgment against PISB which was heard and dismissed on
5th March 1999. Autoways subsequently appealed against the
dismissal but a hearing date for the appeal has yet to be fixed.

PISB's solicitors are of the view that in the event Autoways
proceeds with the appeal or the full trial of the matter, the
Court is highly likely to find in favor of PISB;

2. AIMA Construction Sdn Bhd (AIMA) was appointed to construct
resort bungalows and infrastructure works on a piece of land in
Mukim Padang Mat Sirat, Langkawi. The contract was subsequently
terminated via a Deed of Mutual Termination dated 15th May 2000
executed by AIMA and SAP Langkawi Development Sdn Bhd ("SAP-LD")
under which AIMA is to be paid the sum of RM1,340,862.38 by 10th
December 2000.

SAP, SAP Leisure and Resort Sdn Bhd (SAP-LR) and SAP-LD were
served with a Writ of Summons via Alor Star High Court 22-121-
2001 on 15th June 2001 by AIMA alleging the breach of the Deed.
AIMA claimed for a sum of RM1,340,862.38 together with interest
and costs. SAP has filed its Summons in Chambers on 28th August
2001 applying for striking out of the Writ of Summons and
Statement of Claim against SAP and SAP-LR but the date for
hearing of the Summons in Chambers has yet to be fixed.

AIMA has since obtained an ex-parte injunction against SAP
restraining SAP and its agents from dealing with the assets of
SAP until the hearing of the Notice in Motion fixed for hearing
on 7th November 2001. A judgment in default of appearance was
obtained by AIMA on 4th September 2001 against SAP, SAP-LR and
SAP-LD for the sum of RM1,340,862.38.

SAP's solicitors have filed the necessary cause papers to set
aside the judgment in default.

SAP's solicitors are of the opinion that the injunction is
liable to be set aside as it did not comply with the Rules of
the High Court 1980 and the judgment in default it also likely
to be set aside.

3. AIMA Construction Sdn Bhd (AIMA) was appointed to construct
double storey link houses on a piece of land in Mukim Petaling.
The contract was subsequently terminated via a Deed of Mutual
Termination dated 15th May 2000 executed by AIMA and SAP Air
Hitam Properties Sdn Bhd (SAP Air Hitam) under which AIMA is to
be paid the sum of RM2,277,268.69 by 10th August 2000.

SAP and SAP Air Hitam were served with a Writ of Summons via
Alor Setar High Court 22-123-2001 on 15th June 2001 by AIMA
alleging the breach of the Deed. AIMA is claiming for
RM1,127,268.69 together with interest and costs. SAP has filed
its Summons in Chambers on 24th August 2001 applying for
striking out of the Writ of Summons and Statement of Claim
against SAP but the date for hearing of the Summons in Chambers
has yet to be fixed.

AIMA has since obtained an ex-parte injunction against SAP
restraining SAP and its agents from dealing with the assets of
SAP until the hearing of the Notice of Motion fixed for hearing
on 8th November 2001. A judgment in default of appearance was
obtained by AIMA on 3rd September 2001 against SAP and SAP Air
Hitam for the sum of RM1,127,268.69.

SAP's solicitors have filed the necessary cause papers to set
aside the judgment in default.

SAP's solicitors are of the opinion that the injunction is
liable to be set aside as it did not comply with the Rules of
the High Court 1980 and the judgment in default is also likely
to be set aside.

4. Upright Dignity Sdn Bhd (Upright Dignity) instituted an
action against Perbadanan Kemajuan Pertanian Selangor (PKPS),
SAP and Desa Hilir Sdn Bhd (Desa Hilir) via Shah Alam High Court
Civil Suit No. MT4-21-60-2000 for specific performance of a sale
and purchase agreement dated 24th April 2000 entered into
between Desa Hilir and Upright Dignity in respect of a piece of
land held under HS (D) 1426, PT 4466, Mukim Dengkil, Daerah
Sepang Negeri Selangor (measuring approximately 556.482 acres)
and other consequential relief or refund of all monies paid by
Upright Dignity with interest at 8% per annum from 25th April
2000 and damages for breach of contract.

An application for an injunction against further dealings of the
land was filed by Upright Dignity against PKPS, SAP and Desa
Hilir and was fixed for hearing on 30th July 2001. However, the
matter was not listed on that particular day and Upright's
solicitors have written to the court requesting for a new
hearing but to date the court has yet to fix the same.

5. Mazli Mohamed, a former General Manager Hotel Management,
Hotel Development and Operation for Holiday Inn instituted
proceedings against SAP via Industrial Court 7/4-480/98 seeking
reinstatement to his former job or in the alternative,
compensation for wrongful dismissal. SAP has filed its defense
and the matter has been fixed for hearing on the 12th and 13th
December 2001;

6. Tan Liow Cheow and Chow Ah Chuan @ Chow Chong (TLC)
instituted an action against SAP via KL Session Court 2-52-2933-
2000 claiming the sum of RM107,000.00 as damages for breach of a
sale and purchase agreement by SAP alleging that SAP failed to
deliver the property free from all encumbrances as a private
caveat was lodged over the said property.

On 5th February 2001, the matter was struck out when TLC failed
to attend court. He has applied for the matter to be reinstated.
The mention dated has been fixed on 22nd November 2001 for SAP
to file its defense;

7. Lai Ah Nooi (LAN) had on 12th February 2001 obtained judgment
against SAP Ulu Yam Sdn Bhd (SAP-UY) for the sum of RM106,340.00
liquidated damages in the amount of RM18,995.53 and interest
thereon at the rate of 8% per annum being LAN's claim (KL
Sessions Court 7-52-3847-2000) for the return of part purchase
price and liquidated damages pursuant to the rescission of the
contract by LAN due to the delay on the part of SAP-UY in
completing a bungalow lot purchased by LAN.

LAN has served a Section 218 Notice on SAP-UY. The parties then
agreed to the settlement of the judgment sum by four
installments. SAP's solicitors had forwarded cheques to settle
the matter and in satisfaction of the judgment;

8. Lai Ah Nooi (LAN) has instituted an action against SAP Ulu
Yam Sdn Bhd (SAP-UY) via KL Sessions Court No. 5-52-3845-2000
for rescission of a sale and purchase agreement in respect of a
purchase of a property and has claimed for the refund of
RM159,215.40 and liquidated damages of RM28,440.67 and interest.

On 14th March 2001, the Court ordered that the case be
transferred to Shah Alam Court. LAN is presently appealing to
the KL High Court (KL Appeal No. R1-12-131-2001) against the
transfer. The hearing date is fixed on 15th April 2002;

9. Cheah Lam Sang (CLS) instituted an action against SAP Ulu Yam
Sdn Bhd (SAP-UY) vide KL Sessions Court Suit No. 5-52-3846-2000
for rescission/repudiation of a sale and purchase agreement in
respect of a purchase of a property and has claimed for the
refund of RM112,800.00 and liquidated damages of RM19,624.11 and
interest.

The matter is fixed for hearing on 30th November 2001 to hear
the plaintiff's application for summary judgment;

10. Menara SP Setia Sdn Bhd (MSPS) instituted an action against
SAP Ulu Yam Sdn Bhd (SAP-UY) vide KL High Court Suit No. D2-22-
2467-99 claiming the sum of RM1,893,200.14 and interest thereon
for work done at Ulu Yam Heights Development.

The Court had on 16th January 2001 dismissed MSPS's claim and
MSPS is appealing against the decision. Hearing of the MSPS's
appeal to the Judge in Chambers has been fixed on 14th January
2002;

11. Fam Ah Nam (FAN) a former employee of Central Holdings
Management Services Sdn Bhd (CHMS) instituted an action against
CHMS via KL Industrial Court No. 5/4-572/99 for unfair dismissal
and claimed for reinstatement. The hearing has been postponed to
13th, 14th and 15th May 2002;

12. Muhammad Zailani and 124 others instituted proceedings in
the Labor Court (KBKUL 860/9/99) against Central Holdings
Management Services Sdn Bhd (CHMS) claiming that CHMS should
include payment of service charges as part of their wages when
computing their wages. CHMS's solicitors filed their written
submission on 23rd April 2001. The Court has yet to fix a date
for decision;

13. Orijaya Engineering Sdn Bhd (OESB) instituted an action
against Perangsang International Sdn Bhd (PISBvide Shah Alam
Sessions Court Suit No. 2-52-2006-99 claiming the sum of
RM141,671.80 for rental charges of machinery. PISB filed a
defense disputing the amount. The matter is fixed for mention on
8th January 2002;

14. KL Capital Electrical Engineering Sdn Bhd (KL Capital)
instituted an action against Perangsang International Sdn Bhd
(PISB) via KL Sessions Court Summons No. 1-52-5897-97 claiming
the sum of RM98,000.00 being payment for work and services
rendered in the TNB-Ikatan project with interests at 8% per
annum commencing from 31st October 1996 to date of satisfaction
and cost. PISB has applied for the Statement of Defense to be
amended and the court granted an order in terms of the
application on 27th July 2001. Mention date has been fixed on
21st December 2001;

15. RA Link Consultant and Advisors (RA Link) has instituted an
action against Perangsang International Sdn Bhd (PISB) via Shah
Alam High Court Summons No. MT2-22-500-2000 claiming the sum of
RM2,005,000.00 being purported money due to them for services
rendered. PISB has filed their defense on 6th July 2001. The
matter is presently awaiting a mention date;

16. Lee Wai Jyi & 2 Others (LWJ) have instituted an action
against SAP Air Hitam Properties Sdn Bhd (SAP Air Hitam) via
Shah Alam Session Court Summon No. 1-52-1190-2001 claiming
RM67,436.16 as liquidated damages for late delivery of a
bungalow low purchased by LWJ. Hearing of the LWJ's application
for summary judgment has been fixed for 5th October 2001;

17.  Lee Wai Lim & Anor (LWL) have instituted an action against
SAP Air Hitam Properties Sdn Bhd (SAP Air Hitam) via Shah Alam
Session Court Summon No. 1-52-1189-2001 claiming RM67,436.16 as
liquidated damages for late delivery of a bungalow lot purchased
by LWL. Hearing of the LWL's application for summary judgment
has been fixed on 5th October 2001;

18. Quah Peng Khoon (QPK) has instituted an action against SAP
Air Hitam via Shah Alam Session Court Summon No. 2-52-2365-2001
claiming RM44,745.82 as liquidated damages for late delivery of
a bungalow lot purchased by QPK. The case is fixed for mention
on 15th January 2002;

19. Wong Sewe Wing & Wong Choon Tow (WSW) have instituted an
action against SAP Air Hitam via Shah Alam Session Court Summon
No. 3-52-1970-2001 claiming RM100,711.51 as liquidated damages
for late delivery of a bungalow lot purchased by WSW. The case
is fixed for mention has been fixed on 30th October 2001;

20. Wong Sewe Wing & Wong Choon Tow (WSW) have instituted an
action against SAP Air Hitam via Shah Alam Session Court Summon
No. 3-52-2465-200) claiming RM105,862.95 as liquidated damages
for late delivery of a bungalow lot purchased by WSW. The case
is fixed for mention has been fixed on 11th October 2001;

21. Low Kam Yu & Affin Bank Berhad (the Plaintiffs) have
instituted an action against Templer Park Golf & Resort Berhad
(TPGR) via Shah Alam Session Court Suit No. 1-52-1910-2001
claiming RM75,344.39 as liquidated damages for late delivery of
the property. TPGR received a notice of Application for Summary
Judgment on 16th August 2001. The case is fixed for further
mention on 24th October 2001 pending extraction of the sealed
copy of the notice of application for summary judgment;

22. Murad Bin Ahmad & Alisma Bt Sarudin (the Plaintiffs) have
instituted an action against Templer Park Golf & Resort Berhad
(TPGR) via Shah Alam Session Court Suit No. 4-52-2033-2001
claiming RM50,838.90 as liquidated damages for late delivery of
the property. The case is fixed for mention on 19th October
2001;

23. Tan Siew Sim & Wong Cheng Yee (the Plaintiffs) have
instituted an action against TPGR vide Shah Alam Session Court
Suit No. 2-52-2366-2001 claiming RM77,942.46 as liquidated
damages for late delivery of the property. The case is fixed for
mention on 15th January 2002;

24. Mersing Construction & Engineering Sdn Bhd (MCE) instituted
an action against PISB via Shah Alam Session Court Civil No. 3-
52-2359-99 claiming RM87,083.11 for contractual work done for
PISB. The Notice of application for Summary Judgment was fixed
for hearing on 13th July 2001. However, the matter was not
listed on that particular day and PISB's solicitors are to
obtain a new date from the Court;

25. Erat Abadi Sdn Bhd (Erat) issued a letter of demand against
PISB on 6th June 2001 claiming the sum of RM1,165,499.77 for
work done. PISB has replied to the letter of demand on 29th June
2001. There has been no further information on this matter to-
date;

26. Artsystem Sdn Bhd (Artsystem) issued a letter of demand
against PISB on 25th May 2001 for the sum of RM1,594,574.16
being contractual claim. PISB's solicitors have replied to
Artsystem denying the claim;

27. Tom Crane issued a letter of demand against PISB for the sum
of RM374,500.0 being payment towards the rental of cranes for
the MATRADE project by PISB. PISB challenged the amount claimed
and both parties met on 17th July 2001 to discuss the claim. At
present, no form of settlement has been reached by the parties;

28. PISB has instituted an action against Edaran Positif Sdn Bhd
(EPSB) via Shah Alam High Court Civil Suit No. MT2-22-53-1999
claiming the sum of RM2,935,324.60 being costs incurred by PISB
for defect rectification and outstanding works. The case is
fixed for case management on 16th October 2001;

29. PISB has instituted an action against Autoways via Shah Alam
High Court Civil Suit No. MT1-22-392-1999 claiming the sum of
RM1,620,375.37 being payment made in excess of the amount which
Autoways is entitled under the agreement dated 25th January 1996
for UNITEN Phase 1 Project. Autoways counter claimed for the sum
of RM8,478,474.90 and thereafter applied for summary judgment.
An appeal against the decision of the Senior Assistant Registrar
that there is a triable issue was heard by the High Court Judge
on 22nd August 2001 and was dismissed with cost;

30. PISB has instituted an action against Kumpulan Liziz Sdn Bhd
(Liziz) via Shah Alam High Court Civil Suit No. MT3-22-429-2001
for the sum of RM611,861.39 being amount due for progress claim,
bonus compensation less expenses and advances paid by Liziz;

31.  PISB has instituted an action against Harum Marine Sdn Bhd
(Harum Marine) via Shah Alam High Court Civil Suit No. MT4-22-
220 (A)-2000 claiming the sum of RM766,809.28 arising from a
joint venture entered into between PISB and Harum Marine. PISB's
solicitors had on 6th April 2001 amended the statement of claim;

32. PISB has instituted an action against Inai Kiara Sdn Bhd
(Inai Kiara) via Shah Alam High Court Civil Suit No. MT4-22-910-
99 claiming the sum of RM775,000.00 for goods sold and
delivered. An application for leave to amend the statement of
claim was filed by PISB on 6th September 2001;

33. PISB has instituted an action against Oxpolitan Construction
Sdn Bhd (Oxpolitan) via Shah Alam High Court Civil Suit No. 3-
52-4064-99 claiming the sum of RM91,631.55 and obtained judgment
in default against the defendant on 11th July 2000;

34. PISB has instituted an action against Posisi Megah Sdn Bhd
(Posisi) via Shah Alam High Court Civil Suit No. MT1-22-223-2000
claiming the sum of RM639,989.54 and obtained judgment in
default against Posisi on 10th January 2001;

35. PISB has instituted an action against Fu Wang Construction
Sdn Bhd (Fu Wang) via Shah Alam Sessions Court Civil Suit No. 2-
52-668-2000 claiming the sum of RM45,870.62 and obtained
judgment in default against the defendant on 16th November 2000;

36. PISB has instituted an action against KBN Development Sdn
Bhd (KBN Development) (formerly known as Mantap-GWZ Holdings
(JV) Sdn Bhd ) via Shah Alam High Court Civil Suit No. 22-517-
2000 for services rendered and materials supplied by PISB
claiming for a sum of RM2,038,444.20;

37. A letter of demand was issued by Arab-Malaysian Finance
Berhad on 27th July 2001 to SAP demanding the sum of
RM4,326,559.41 together with legal cost of RM105.00 pursuant to
a third party charge created by SAP in favor of Arab-Malaysian
Finance Berhad over a piece of land held under HS (D) 20034, PT
26549, Mukim Batu Daerah Gombak. The third party charge was
created pursuant to a joint venture agreement between SAP and
Cergas Tegas Sdn Bhd;

38. SAP Air Hitam has commenced a number of legal proceedings
against various persons in respect of development cost payable
to SAP Air Hitam in respect of works carried out by SAP Air
Hitam in approximately 860 acres of land in Bukit Enggang, Hulu
Langat, Selangor. To-date, SAP Air Hitam has recovered
approximately RM750,000.00 and is pursuing the remaining sum of
approximately RM1,000,000.00.


SISTEM TELEVISYEN: Proposes Corporate Restructuring Scheme
----------------------------------------------------------
Arab-Malaysian Merchant Bank Berhad ("Arab-Malaysian"), on
behalf of the Board of Directors of and Sistem Televisyen
Malaysia Berhad ("TV3") and Malaysian Resources Corporation
Berhad ("MRCB") made a joint announcement on the Corporate
Proposals for TV3 Group and MRCB Group which will involve,
inter-alia, a debt restructuring scheme of TV3. In brief, the
Corporate Proposals to be undertaken will entail:

(i) Proposed TV3 Debt Restructuring Scheme involving the
following:

   (a) Proposed Capital Reconstruction which includes Proposed
Capital Reduction and Proposed Share Premium Account Reduction;
and

   (b) Proposed Scheme of Arrangement between scheme creditors
and TV3 which includes the proposed settlement to the scheme
creditors of TV3 and six(6) of its subsidiaries.

(ii) Proposed Reorganization of the Media Convergence Group
("Proposed Reorganization") involving the setting up of a new
entity ("Newco") and the following:

   (a) Newco proposes to acquire 100% equity interest in TV3
from MRCB, TV3 scheme creditors (who would have received TV3
shares in part settlement of their debts) and TV3 minority
shareholders for a total consideration of RM318.1 million
satisfied by the issuance of new Newco shares ("Proposed
Acquisition of TV3");

   (b) MRCB proposes to acquire all the ordinary shares of Newco
(not already owned by MRCB) for a total consideration of RM284.3
million satisfied by the issuance of new MRCB shares ("Proposed
Acquisition of Newco Shares by MRCB")

   (c) MRCB proposes to transfer its entire 43.5% stake in The
New Straits Times Press Berhad ("NSTP") to Newco for a total
consideration of RM338.2 million satisfied by the issuance of
new Newco shares and new Newco Irredeemable Convertible
Unsecured Loan Stocks ("ICULS") ("Proposed Transfer of NSTP");
and

   (d) MRCB proposes to transfer its entire shareholding in
two(2) companies, namely MRCB Multimedia Consortium Sdn Bhd and
MRCB Software Vision Sdn Bhd (collectively "IT Companies") to
Newco for a total cash consideration of RM13.5 million
("Proposed Transfer of IT Companies").

(iii) Proposed Fund Raising of Newco involving:

   (a) Subscription of 77.3 million ordinary shares of Newco of
RM1.00 each by MRCB at an issue price of RM1.10 per share for a
total cash consideration of RM85.0 million "Proposed Restricted
Issue"); and

   (b) Issuance of RM125 million nominal amount of Bonds with
115 million detachable Warrants at an issue price of RM0.10 per
Warrant by Newco to a placee ( Proposed Bonds with Warrants
Issue").

(iv) Proposed transfer of TV3 listing status to Newco ("Proposed
Transfer of Listing").

(v) Proposed debt settlement of MRCB lenders which includes the
issuance of Redeemable Secured Loan Stocks ("Proposed MRCB Debt
Settlement").

(vi) Proposed Demerger of MRCB and Newco ("Proposed Demerger").

(vii) Proposed Put and Call Options of Newco shares between
Realmild (M) Sdn Bhd (" Realmild"), a direct major shareholder
of MRCB as well as an indirect major shareholder of NSTP and TV3
and scheme creditors of TV3 ("Proposed Put and Call Options").

(viii) Proposed Restricted Offers for Sale ("Proposed ROS") of:

   (a) RM10.25 million nominal amount of Newco ICULS and 10.25
million Warrants to the minority shareholders of TV3; and

   (b) RM99.6 million nominal amount of Newco ICULS to all the
shareholders of Newco other than TV3 minority shareholders.

(Collectively known as "the Corporate Proposals")

Further details of the Corporate Proposals are set out in the
ensuing paragraphs.

PROPOSED TV3 DEBT RESTRUCTURING SCHEME

PROPOSED CAPITAL RECONSTRUCTION

Proposed Capital Reduction

As of 31 August 2000, the audited issued and paid-up share
capital of TV3 was RM170.3 million comprising 170.3 million
ordinary shares of RM1.00 each. Pursuant to Section 64 of the
Companies Act 1965 ("Act"), TV3 is proposing a capital reduction
of its issued and paid-up share capital from RM170.3 million
comprising 170.3 million ordinary shares of RM1.00 each to 170.3
million ordinary shares of 40 sen each representing a capital
reduction of 60 sen for every existing ordinary share of RM1.00
each. The Proposed Capital Reduction will give rise to a credit
of RM102.2 million which will reduce the accumulated losses of
TV3 from RM511.5 million to RM409.3 million.

Following the Proposed Capital Reduction, the issued and paid-up
share capital of TV3 comprising 170.3 million ordinary shares of
RM0.40 each will be consolidated on the basis of five (5)
ordinary shares of RM0.40 each into two (2) ordinary shares of
RM1.00 each ("Proposed Capital Consolidation"). Upon completion
of the Proposed Capital Reduction and Proposed Capital
Consolidation, the issued and paid-up share capital of TV3 will
be RM68.1 million comprising 68.1 million ordinary shares of
RM1.00 each.

Proposed Share Premium Account Reduction

As of 31 August 2000, the Share Premium Account of TV3 amounted
to RM2.3 million. The Share Premium Account, which represents
the cumulative premium generated from the issuance of new
ordinary shares above par, can be treated as if it were paid-up
share capital of the Company for the purpose of the reduction of
share capital pursuant to Section 60(2) of the Act. The credit
of RM2.3 million arising therefrom is proposed to be set off
against the accumulated losses of TV3 as at 31 August 2000,
reducing further the accumulated losses from RM409.3 million to
RM407.0 million.
PROPOSED SCHEME OF ARRANGEMENT

The Proposed Scheme of Arrangement will involve TV3 and six (6)
of its subsidiaries to be implemented under one (1) scheme of
arrangement and compromise in respect of amounts owing to
unsecured lenders of TV3, novated unsecured lenders from TV3's
six subsidiaries and unsecured creditors of TV3 ("Scheme
Creditors") as at 31 August 2000 which will cover an aggregate
debt of RM714.4 million, details of which are set out in Table 1
at http://www.bankrupt.com/misc/sistem_televisyen.html

The total amount of debts of TV3 Group excluded from the
Proposed Scheme of Arrangement is approximately RM126.6 million
as at 31 August 2000 comprising secured lenders, preferential
creditors, hire purchase/lease creditors, who are creditors of
TV3 and all creditors of TV3 subsidiaries. Save for the lenders
which are secured by corporate guarantees from the six (6)
subsidiaries stated in Table 1 at
http://www.bankrupt.com/misc/sistem_televisyen.html
, the creditors of the other subsidiaries of TV3 are excluded
from the Proposed Scheme of Arrangement.

The debts owing to lenders of the six (6) subsidiaries of TV3
who have been granted corporate guarantees by TV3 will be
novated to TV3. The total amount to be novated is RM143.6
million and will be treated in the same manner as the unsecured
lenders and unsecured creditors of TV3.

The outstanding debts to TV3's preferential creditors, hire
purchase/lease creditors and secured lenders will be settled in
full via cash as and when the outstanding debts fall due. The
first RM50,000 of outstanding debts to all Scheme Creditors will
be settled in full via cash upon implementation of the Scheme.
Thereafter, the Company proposes a debt waiver of 30% on the
total debts outstanding, amounting to RM214.4 million, to all
Scheme Creditors. After the debt waiver, the remaining debt of
RM500.0 million is proposed to be settled as follows:

   (i) 30% or RM150.0 million via cash settlement

   (ii) 20% or RM100.0 million via issuance of RM100.0 million
nominal amount of TV3's Redeemable Unsecured Loan Stocks
("RULS")

   (iii) 50% or RM250 million via issuance of 250.0 million new
TV3 ordinary shares of RM1.00 each

The cut off date to determine the principal amount outstanding
to the Scheme Creditors for the purpose of settlement under the
Proposed Scheme of Arrangement is 31 August 2000. All interests
accrued and serviced by TV3 and the six subsidiaries, i.e. Grand
Brilliance Sdn Bhd, Cosmo Focus Sdn Bhd, Mercury Entertainment
(M) Sdn Bhd, Booty Studio Production Sdn Bhd, Cineart
Enterprises Sdn Bhd and Gama Media International (BVI) Ltd, from
1 September 2000 until 30 June 2001 which have been paid by TV3
will not be clawed back from the Scheme Creditors. All interests
accrued/accruing on the principal amount of the debts commencing
from 30 June 2001are proposed to be waived.

The RULS will be issued at 100% of its nominal amount of RM100.0
million, with a tenure of 5 years and a coupon rate of 4.5% per
annum payable semi-annually in arrears. The salient features of
the RULS are detailed in Table 2 at
http://www.bankrupt.com/misc/sistem_televisyen.html

The new ordinary shares of TV3 arising from the Proposed Debt-
Equity Swap shall upon allotment and issue, rank pari passu in
all respects with the existing shares of TV3 after the Proposed
Capital Reconstruction except that they will not be entitled to
any dividends, rights, allotments or other form of distribution
that may be declared, made or paid prior to the date of
allotment and issue of the new shares. The new ordinary shares
of TV3 arising from the Proposed Debt-Equity Swap shall
participate in the Proposed Reorganization.

The issued and paid-up share capital of TV3 after the Proposed
TV3 Debt Restructuring will increase from RM68.1 million
comprising 68.1 million ordinary shares of RM1.00 each to
RM318.1 million comprising 318.1 million ordinary shares of
RM1.00 each. The debt waiver will give rise to a credit of
RM214.4 million, which will further reduce the accumulated
losses of TV3 from RM407.0 million to RM192.7 million.
PROPOSED REORGANISATION

The Proposed Reorganization will involve the establishment of a
new company ("Newco") by MRCB as its wholly owned subsidiary.
Newco proposes to participate in the Proposed Acquisition of
TV3, the Proposed Acquisition of Newco Shares By MRCB, the
Proposed Transfer of NSTP and the Proposed Transfer of IT
Companies, details of which are set out in the following
paragraphs.

PROPOSED ACQUISITION OF TV3

Newco proposes to acquire 100% of the enlarged equity interest
in TV3 after the Proposed Scheme of Arrangement (which amounts
to RM318.1 million issued and paid-up share capital comprising
318.1 million of ordinary shares of RM1.00 each in TV3) from the
following parties:

   (a) 33.8 million ordinary shares from MRCB representing 10.6%
of the enlarged share capital of TV3 of RM318.1 million;

   (b) 34.3 million ordinary shares from the minority
shareholders of TV3 representing 10.8% of the enlarged share
capital of TV3 of RM318.1 million; and

   (c) 250.0 million ordinary shares from the creditors of TV3
representing 78.6% of the enlarged share capital of TV3 of
RM318.1 million.

for a total purchase consideration of RM318.1 million to be
satisfied by the issuance of 289.2 million new ordinary shares
of RM1.00 each in Newco at an issue price of RM1.10 per ordinary
share.

The issued and paid-up share capital of Newco after the Proposed
Acquisition of TV3 will increase from RM300,000 comprising
300,000 ordinary shares of RM1.00 each to RM289.5 million
comprising 289.5 million ordinary shares of RM1.00 each.
PROPOSED ACQUISITION OF NEWCO SHARES BY MRCB

Subsequent to the Proposed Acquisition of TV3, MRCB will hold
31.0 million ordinary shares in Newco or 10.7% of the issued and
paid-up share capital of Newco of RM289.5.million. The remaining
share capital of RM258.5 million or 89.3% of the total share
capital of Newco will be held by TV3 minority shareholders
(10.8%) and TV3 scheme creditors (78.5%).

MRCB proposes to acquire the remaining 89.3% or 258.5 million of
the Newco shares at a purchase consideration of RM1.10 per share
or RM284.3 million to be satisfied by the issuance of 196.1
million new ordinary shares of RM1.00 each in MRCB at an issue
price of RM1.45 per ordinary share.

The proposed issue price of MRCB of RM1.45 per new ordinary
share was arrived at after taking into consideration the 5 day
weighted average price of MRCB as traded on the Kuala Lumpur
Stock Exchange ("KLSE") ended 5 October 2001 (being the last day
preceding the date of suspension) of RM1.24. The proposed issue
price of RM1.45 per share represents a premium of RM0.21 or
17.2% to the aforesaid market price.

The issued and paid-up share capital of MRCB after the Proposed
Acquisition of Newco Shares will increase from its existing
issued and paid-up share capital of RM976.5 million comprising
976.5 million ordinary shares of RM1.00 each to RM1,172.6
million comprising 1,172.6 million ordinary shares of RM1.00
each.

The new ordinary shares of MRCB arising from the Proposed
Acquisition of Newco shall upon allotment and issue, rank pari
passu in all respects with the existing shares of MRCB except
that they will not be entitled to any dividends, rights,
allotments or other form of distribution that may be declared,
made or paid prior to the date of allotment and issue of the new
shares. The new ordinary shares of MRCB arising from the
Proposed Acquisition of Newco Shares by MRCB shall participate
in the Proposed Demerger.

PROPOSED TRANSFER OF NSTP

Pursuant to the Proposed Transfer of NSTP, MRCB will transfer
its entire shareholding of approximately 94.0 million ordinary
shares of RM1.00 each representing 43.5% equity interest in NSTP
for a purchase consideration of RM338.2 million or approximately
RM3.60 per share to Newco to be satisfied by the issuance of:

   (a) 141.3 million new ordinary shares of RM1.00 each in Newco
at an issue price of RM1.10 per ordinary share; and

   (b) RM182.7 million nominal amount of new Newco ICULS. The
salient terms of the ICULS are set out in Table 3 at
http://www.bankrupt.com/misc/sistem_televisyen.html

   (c) An undertaking to provide a put option to MRCB's secured
lenders under the Proposed MRCB Debt Settlement, details of
which are set out in Section 6.

Based on the audited consolidated accounts of NSTP for the
financial year ended 31 August 2000, the net tangible assets
("NTA") of NSTP was RM841.3 million or RM3.90 per share. The
43.5% of the audited consolidated NTA of NSTP is RM366.0
million. Therefore, the purchase consideration of RM338.2
million or approximately RM3.60 per share represents a discount
of RM27.8 million or RM0.30 per share to the audited
consolidated NTA of NSTP as at 31 August 2000.

Furthermore, based on the unaudited quarterly result of NSTP for
the nine(9)-month period ended 31 May 2001, the NTA of NSTP was
RM755.0 million or RM3.49 per share. The 43.5% of the unaudited
NTA of NSTP based on the quarterly result is RM328.4 million.
Therefore, the purchase consideration of RM338.2 million or
approximately RM3.60 per share represents a premium of RM9.8
million or RM0.11 per share to the unaudited NTA of NSTP based
on the quarterly result for the nine(9)-month period ended 31
May 2001.
In addition, the purchase consideration of approximately RM3.60
per ordinary share of NSTP represents a discount of RM0.41 or
10.2% over the 5 day weighted average price of NSTP shares as
traded on the KLSE ended 5 October 2001 (being the last day
preceding the date of suspension) of RM4.01. Based on the
closing market price of NSTP on 5 October 2001 (being the last
day preceding the date of suspension) of RM3.94, the purchase
consideration of approximately RM3.60 per ordinary share of NSTP
represents a discount of RM0.34 or 8.6% over the closing market
price of NSTP.

The highest and lowest share prices of NSTP traded on the KLSE
for the last ten(10) market days ended 5 October 2001 (being the
last day preceding the date of suspension) were RM4.24 and
RM3.36 respectively.

Upon completion of the Proposed Transfer of NSTP, the issued and
paid-up share capital of Newco will further increase from
RM289.5 million comprising 289.5 million ordinary shares of
RM1.00 each to RM430.8 million comprising 430.8 million ordinary
shares of RM1.00 each.

The original cost of investment of MRCB in NSTP was RM711.3
million, which shares were acquired between 25 June 1993 to 10
June 1998. Based on the audited consolidated balance sheet of
MRCB as at 31 August 2000, the net book value of MRCB's
investment in NSTP is RM876.4 million or RM9.32 per NSTP share.

On a consolidated level, there is no expected accounting gain or
loss on disposal. The Proposed Transfer of NSTP is effectively
an internal reorganization. NSTP is being transferred from MRCB
to Newco (a wholly owned subsidiary of MRCB). Subsequently, on
the demerger of MRCB and Newco pursuant to the Proposed
Demerger, there will also be no accounting gain or loss
recognized as the assets of Newco (including NSTP) are being
distributed to shareholders at carrying value.

PROPOSED TRANSFER OF IT COMPANIES

The IT Companies comprise:

1. MRCB Multimedia Consortium Sdn Bhd (71.48% owned by MRCB)
("MMCSB"); and

2. MRCB Software Vision Sdn Bhd (100% owned by MRCB) ("MSVSB").

It is proposed that MRCB transfers to Newco its entire equity
interests in the IT Companies for a total purchase consideration
of approximately RM13.5 million to be satisfied entirely by
cash. The cash consideration will be funded via proceeds from
the Proposed Fund Raising of Newco.

Pursuant to the Proposed Transfer of IT Companies, MRCB proposes
to transfer its entire holding of 33,574,00 ordinary shares
representing 71.48% interest in MSVSB and 5,000,000 preference
shares to Newco for a total consideration of RM13.5 million. The
purchase consideration was arrived at after taking into
consideration the unaudited NTA of MMCSB as at 31 August 2001 of
RM13.5 million. Therefore, the aforesaid unaudited NTA based on
MRCB's ordinary shareholding and preference shareholding is
RM11.1 million. The audited NTA of MMCSB as at 31 August 2000
was RM3.5 million.

MSVSB is a wholly owned subsidiary of MRCB. Pursuant to the
Proposed Transfer of IT Companies, MRCB propose to transfer its
interest in MSVSB for a consideration of RM27,000, based on the
unaudited NTA as at 31 August 2001 of RM27,000. MSVSB was
incorporated only on 14 November 2000.

The original cost of investment of MRCB in MMCSB and MSVSB since
incorporation were RM8.6 million and RM100,000 respectively. On
the same basis as the transfer of NSTP to Newco, there will be
no accounting gain or loss on disposal as the companies are
being transferred from MRCB to Newco, a wholly owned subsidiary
of MRCB.

The Proposed Transfer of IT Companies is not inter-conditional
to the other proposals.
PROPOSED FUND RAISING BY NEWCO

PROPOSED RESTRICTED ISSUE

Newco proposes to undertake a restricted issue of 77.3 million
new ordinary shares of RM1.00 each at an issue price of RM1.10
each to MRCB, raising total cash proceeds of RM85.0 million for
Newco.

The new ordinary shares of Newco arising from the Proposed
Restricted Issue shall upon allotment and issue, rank pari passu
in all respects with the existing shares of Newco except that
they will not be entitled to any dividends, rights, allotments
or other form of distribution that may be declared, made or paid
prior to the date of allotment and issue of the new shares.

The issued and paid-up share capital of Newco after the Proposed
Reorganization and Proposed Restricted Issue will increase from
RM430.8 million comprising 430.8 million ordinary shares of
RM1.00 each to RM508.1 million comprising 508.1 million ordinary
shares of RM1.00 each.

PROPOSED BONDS WITH WARRANTS ISSUE

Newco proposes to issue RM125.0 million nominal amount of Bonds
with 115.0 million detachable Warrants to a placee who will be
identified ("Placee"). The Bonds shall be issued at an issue
price of 70% of the nominal amount of Bonds i.e. RM87.5 million
and shall have a cumulative coupon rate of 4.5% per annum
payable semi-annually in arrears and a tenure of five(5) years
from the issue date of the Bonds.

The 115.0 million detachable Warrants will be issued at a price
of RM0.10 per Warrant and will raise gross proceeds of RM11.5
million. The Warrants shall have a tenure of five(5) years from
the date of issue, exercisable into equivalent number of new
ordinary shares of RM1.00 each in Newco at an exercise price of
RM1.10. The Warrants shall be listed on the KLSE.

The Bonds with Warrants Issue will raise gross proceeds of
RM99.0 million for Newco.

The salient features of the Bonds with Warrants are set out in
Table 4 at http://www.bankrupt.com/misc/sistem_televisyen.html

UTILISATION OF PROCEEDS

The Proposed Restricted Issue and the Proposed Bonds with
Warrants Issue will raise a total proceeds of RM184.0 million
which will be utilized:

RM'million

Repayment to TV3 scheme creditors pursuant to the Proposed
Scheme of Arrangement 150.0

Consideration for the Proposed Transfer of IT Companies 13.5

Working capital and restructuring expenses for Newco 20.5

TOTAL 184.0
PROPOSED TRANSFER OF LISTING

It is proposed that the listing status of TV3 on the Main Board
of the Kuala Lumpur Stock Exchange be transferred to Newco. The
public spread requirement will be met upon the Proposed
Demerger, details of which are set out in the later sections.
PROPOSED MRCB DEBT SETTLEMENT

MRCB proposes to settle its corporate debts owing to lenders
("MRCB Lenders") amounting to RM567 million, most of which are
secured by way of a pledge over securities in Rashid Hussain
Berhad ("RHB"), NSTP and TV3 as well as a charge over a 6 storey
industrial buildings/flatted factories and warehouse lot in
Segambut, Kuala Lumpur known as Resource Complex. These MRCB
Lenders will be settled partially by cash amounting to RM351
million from the proposed sale of MRCB's shareholding in RHB.

It is proposed that a Special Purpose Vehicle ("SPV") be
established by MRCB to acquire the 182.7 million Newco ICULS
from MRCB in consideration for the issuance of approximately
RM216 million nominal amount of Redeemable Secured Loan Stocks
("RSLS"). The RSLS shall have a tenure of two(2) years from the
issuance date, the redemption of which will be supported by a
corporate guarantee from MRCB. The RSLS will not be listed. The
salient terms of RSLS are set out in Table 5 at
http://www.bankrupt.com/misc/sistem_televisyen.html

The remaining debts of RM216 million owing to the MRCB Lenders
will be settled with the RM216 million nominal amount of RSLS in
the SPV.

The SPV will undertake a coordinated disposal of Newco ICULS and
redeem 25% of the RSLS every six(6) months. In addition, Newco
will grant the MRCB Lenders a put option exercisable at the
option of the MRCB Lenders to sell to Newco all or any
outstanding RSLS held, in the event that the RSLS are not fully
redeemed by its due date ("Proposed Put Option"). The salient
features of the Proposed Put Option are set out in Table 6 at
http://www.bankrupt.com/misc/sistem_televisyen.html

The Proposed Put Option shall be secured against the 23.5%
shareholding held by Newco in NSTP. In the event that the MRCB
Lenders exercise the put option, Newco will make a claim on the
corporate guarantee from MRCB on the RSLS.
PROPOSED DEMERGER

To enable compliance with the KLSE Listing Requirements and as a
final step to rationalize and separate its media businesses
(i.e. NSTP, TV3 and the IT Companies) from MRCB's existing non-
media businesses, MRCB will demerge Newco from MRCB Group by
undertaking a capital repayment exercise to be fully satisfied
by way of a distribution in specie of its 100% equity interest
in Newco comprising 508.1 million ordinary shares of RM1.00 each
to its shareholders. This will involve a cancellation of 33.33%
of MRCB's enlarged share capital after the Proposed Acquisition
of Newco of RM1,172.6 million comprising 1,172.6 million
ordinary shares of RM1.00 each and part of its Share Premium
Account. The balance of its Share Premium Account will be
cancelled and set off against the accumulated losses.
In summary, for illustrative purposes, the Corporate Proposals
will result in the following:

MRCB Shareholders

For every 3,000 ordinary shares of MRCB held by MRCB
shareholders before the Corporate Proposals, they will receive
approximately 2,000 ordinary shares of MRCB and 1,300 ordinary
shares of Newco after the Corporate Proposals.

TV3 Minority Shareholders

For every 10,000 ordinary shares of TV3 held by TV3 minority
shareholders before the Corporate Proposals, after the capital
reduction of 6,000 ordinary shares, they will receive
approximately 1,840 ordinary shares of MRCB and 1,200 ordinary
shares of Newco after the Corporate Proposals.

TV3 Creditors

For every RM10.0 million debt owing to TV3 scheme creditors
before the Corporate Proposals, they will be subject to a debt
waiver of RM3.0 million and in settlement, will receive
approximately RM2.1 million in cash, RM1.4 million nominal
amount of RULS and approximately 1.6 million ordinary shares of
MRCB and 1.05 million ordinary shares of Newco after the
Corporate Proposals

The corporate structures before and after the Corporate
Proposals are set out in Table 7 at
http://www.bankrupt.com/misc/sistem_televisyen.html

Earnings

The Corporate Proposals will not have any impact on the earnings
of MRCB and TV3 for the financial year ended 31 August 2001 as
they are expected to be completed only in the second quarter of
year 2002. However, the Proposed TV3 Restructuring Scheme is
expected to return TV3 into profitability and reduce a
substantial part of its accumulated losses thereafter.
The Corporate Proposals is envisaged to bring synergies into the
media businesses of Newco and hence, is expected to improve the
long term earnings potential of Newco.

The cash settlement to MRCB Lenders of RM351.0 million pursuant
to the Proposed MRCB Settlement will result in immediate
interests savings to MRCB Group of approximately RM23.1 million
at an average borrowing cost of 6.6% per annum, which is
expected to improve the future earnings of MRCB.

Dividend

For the financial year ended 31 August 2000, no dividend was
declared and paid by MRCB and TV3. MRCB and Newco (which will
assume the listing status of TV3) do not expect to declare
dividends for the current financial year ending 31 August 2002
as the Corporate Proposals are expected to be completed only in
the second quarter of year 2002.

MANDATORY TAKE-OVER OFFER

Upon completion of the Proposed Transfer of NSTP by Newco, Newco
will own 94.0 million ordinary shares of RM1.00 each in NSTP
representing 43.5% equity interest therein. Pursuant to the
Malaysian Code on Take-Overs and Mergers ("Code"), Newco is
obliged to extend a mandatory take-over offer ("MGO") to the
rest of the shareholders of NSTP to acquire the remaining shares
in NSTP not already owned by Newco at the same price of RM3.60
per share pursuant to the Proposed Transfer of NSTP.

In view of the above, Newco will apply to the Securities
Commission ("SC") for a waiver from having to undertake an MGO
pursuant to Practice Note 2.9.7 of the Code.

DIRECTORS' AND MAJOR SHAREHOLDERS' INTERESTS

MRCB

To the best knowledge of the directors of MRCB, save as
disclosed below, none of the directors, substantial shareholders
of MRCB or any other persons connected with them has any
interest, direct or indirect, in the Corporate Proposals:-

(a) Employees Provident Fund ("EPF") is a direct major
shareholder of MRCB, NSTP and TV3.

Accordingly, EPF will have to abstain from voting in the
forthcoming Extraordinary General Meeting ("EGM") of MRCB to be
convened for the Corporate Proposals. Arab-Malaysian, on behalf
of MRCB will make an application to the KLSE to seek an
exemption to allow EPF to vote at MRCB's EGM.

The following are the directors and/or major shareholders of
MRCB who have common directorship:-

(a) Dato' Seri Abdul Rahman Maidin ("DSARM") is the
Chairman/Director of MRCB and TV3. He has resigned as a director
of NSTP with effect from 10 September 2001. In addition, by
virtue of his major shareholding in Realmild (25.1% shareholding
in MRCB), he is an indirect major shareholder of MRCB, NSTP and
TV3;

(b) Abdul Rahman Ahmad and Shahril Ridza Ridzuan are directors
of MRCB, NSTP and TV3; and

(c) Datuk Zahari Omar is a director of MRCB and TV3.

DSARM has abstained and will continue to abstain from
participation at the MRCB Board of Directors' deliberation and
voting on the Corporate Proposals.
15.2 TV3

To the best knowledge of the directors of TV3, save as disclosed
below, none of the directors and substantial shareholders of TV3
or any other persons connected with them has any material
interest, direct or indirect, in the Corporate Proposals:-

(a) DSARM is the Chairman/Director of MRCB and TV3. He has
resigned as a director of NSTP with effect from 10 September
2001. In addition, by virtue of his major shareholding in
Realmild (25.1% shareholding in MRCB), he is an indirect major
shareholder of MRCB, NSTP and TV3;

(b) Realmild is a direct major shareholder of MRCB and an
indirect major shareholder of both NSTP and TV3;

(c) MRCB is a direct major shareholder of TV3;

(d) Employees Provident Fund ("EPF") is a direct major
shareholders of MRCB, NSTP and TV3; and

(e) Telekom is a direct major shareholder as well as a creditor
of TV3.

Accordingly, DSARM has abstained and will continue to abstain
from participation at the TV3 Board of Directors' deliberation
and voting on the Corporate Proposals.

Furthermore, Telekom, MRCB, DSARM and Realmild as deemed
interested major shareholders in respect of the Corporate
Proposals will have to abstain from voting, in respect of their
direct and indirect interests, at the forthcoming TV3 EGM to be
convened for the Corporate Proposals.

In addition, EPF is also deemed interested and will have to
abstain from voting at the forthcoming EGM of TV3 to be convened
for the Corporate Proposals. Arab-Malaysian, on behalf of TV3
will make an application to the KLSE to seek an exemption to
allow EPF to vote at
TV3's EGM.

The following are the directors and/or major shareholders of TV3
who have common directorship:

   (a) DSARM is the Chairman/Director of MRCB and Chairman of
TV3;

   (b) Abdul Rahman Ahmad and Shahril Ridza Ridzuan are
directors of MRCB, NSTP and TV3; and

   (c) Datuk Zahari Omar is a director of MRCB and TV3.
Details of the directors and substantial shareholders of MRCB,
NSTP and TV3 are set out in Table 13 at
http://www.bankrupt.com/misc/sistem_televisyen.html

CONDITIONS OF THE CORPORATE PROPOSALS

The Corporate Proposals are subject to the approvals/sanction as
the case may be of the following:

(i) the SC;
(ii) the Foreign Investment Committee;
(ii) the KLSE;
(iii) the TV3 Scheme Creditors;
(iv) the shareholders of TV3;
(v) the MRCB Lenders;
(vi) the shareholders of MRCB;
(vii) the High Court of Malaya;
(viii) the shareholders of MMCSB; and
(ix) any other relevant authorities or parties.

PROSPECTS AND RISK FACTORS

On the domestic front, the slowdown in the global economic
growth is expected to affect the performance of the Malaysian
economy. The overall real Gross Domestic Product ("GDP") growth
is expected to moderate to 5%-6% based on official forecast from
8.5% in 2000. The strong fundamentals prevailing and the
previous prudent policies however, have accorded Malaysia
sufficient policy flexibilities to implement pro-growth measures
to stimulate domestic demand. The various measures both direct
and indirect, taken by the Government such as higher tax relief
for individuals, 10% salary increase for public sector workers,
coupled with more liberalized access to EPF funds for house
purchases, home ownership campaigns and other policy
instruments, continued to produce positive impact for the
property market (Property Market Report 2000). However, in view
of the difficult economic conditions and overall softening and
uncertainty in the market, these forecast indicators may or may
not be achievable.

The Malaysian economy registered a real GDP growth of 0.5% in
the second quarter of 2001 as compared to 3.1% growth in the
first quarter of 2001. The recovery in the construction sector
is projected to continue at a steady pace of 1%, with growth
emanating mainly from civil engineering and residential sub-
sector arising from the Government's fiscal stimulus program and
other incentives introduced by both Government and banking
sector ( BNM annual Report 2000).

Furthermore, the prospects for the final quarter of this year
and 2002 are now being clouded by the greater uncertainty
arising from the tragedy in the United States of America ("US").
With the likelihood that the US economy will be further
depressed following the recent disaster, Malaysia's real GDP
performance may remain weak through the final quarter.

The government however has recently announced a RM 4.3 billion
economic stimulus package, which will be implemented immediately
to cushion the negative effects of the recent events in the US.
The RM 4.3 billion is in addition to the RM 3 billion stimulus
package announced in March 2001 and the RM 28 billion allocation
in the 2001 Budget announced in October 2000. The government
measures are expected to benefit the economy as a whole but it
is expected to especially benefit the construction and
engineering sectors. The government is expected to announce
further fiscal and tax measures in the upcoming budget
announcement to stimulate economic growth.

MRCB will, pursuant to the Corporate Proposals be focused in
construction, engineering, infrastructure, energy and property
businesses. The prospects of the MRCB group moving forward will
largely be dependent on the performance of the Malaysian
economy, which will be to an extent affected by the anticipated
global slowdown. However, the industries in which MRCB will be
focused in are expected to benefit from the announced government
stimulus packages. MRCB will continue to secure further projects
and strive for greater cost efficiency.

Newco, pursuant to the Corporate Proposals, will emerge as a
company focused on its media and multimedia related businesses.
Newco will be Malaysia's only integrated media group with print
and broadcasting. TV3 is the market leader amongst free-to-air
TV stations in terms of advertising revenue and NSTP houses a
portfolio of established newspapers, including Berita Harian
which is the leading Malay daily. The prospects of Newco will
largely be dependent on the level of advertisement expenditure
which in turn is correlated with the level of economic growth.
However, total advertising expenditure in Malaysia has been
growing strongly, recovering from a low of RM 2.17 billion in
1998 to RM 2.47 billion in 1999 and RM 3.08 billion in 2000. AC
Nielsen has projected continued growth going forward, with a
total advertisement expenditure for 2001, 2002 and 2003 expected
to increase to RM 3.15 billion, RM 3.34 billion and RM 3.67
billion, respectively.

PROPOSED PUT AND CALL OPTIONS

Realmild will be the single largest shareholder of Newco
pursuant to the Proposed Demerger. Realmild proposes to enter
into a put and call option with each of the TV3 scheme creditors
with outstanding debts owing to them of RM2.0 million or more as
at 31 August 2000 ("Option Creditors") in respect of the
ordinary shares in Newco received by them pursuant to the
Proposed Demerger ("Option Shares"). The Option Creditors will
have the option to accept the Proposed Put and Call Options.

Pursuant to the Proposed Put and Call Options:

   (a) Realmild shall grant the Option Creditors a put option
exercisable on a staggered basis in four equal tranches over a
period of two(2) years at the option of the Option Creditors to
dispose to Realmild the Option Shares upon completion of the
Corporate Proposals; and

   (b) the Option Creditors shall grant to Realmild a call
option exercisable on a staggered basis in four equal tranches
over a period of two(2) years at the option of Realmild to
acquire the Option Shares upon completion of the Corporate
Proposals.

Salient features of the Proposed Put and Call Options are set
out in Table 8 at
http://www.bankrupt.com/misc/sistem_televisyen.html

The Proposed Put and Call Options are not inter-conditional with
the other proposals.

PROPOSED RESTRICTED OFFERS FOR SALE

Proposed ROS of ICULS and Warrants to TV3 Minority Shareholders

SPV will hold RM182.7 million nominal amount of Newco ICULS
pursuant to the Proposed Transfer of NSTP and the Placee will
hold 115.0 million detachable Warrants pursuant to the Proposed
Bonds with Warrants Issue. It is proposed that SPV and the
Placee will jointly undertake a restricted offer for sale of
RM10.25 million nominal amount of ICULS and 10.25 million
Warrants respectively to the TV3 minority shareholders on the
basis of RM1.00 nominal amount of ICULS and one(1) Warrant for
every one(1) ordinary share held in Newco after the Proposed
Demerger at an offer price to be determined at a later date. An
additional of RM4.75 million of ICULS and 4.75 million Warrants
will be made available by the respective parties for excess
applications to minimize the incident of odd-lots for the TV3
minority shareholders.

Proposed ROS of ICULS to Newco Shareholders

SPV will also undertake a restricted offer for sale of RM99.6
million nominal amount of ICULS to Newco shareholders except TV3
minority shareholders on the basis of RM1.00 nominal amount of
ICULS for every five(5) ordinary shares of Newco held after the
Proposed Demerger at an offer price to be determined at a later
date.

The Proposed Restricted Offers for Sale are on a renounceable
basis but will not be underwritten.

RATIONALE OF THE CORPORATE PROPOSALS

The rationale for the Corporate Proposals presented above is
threefold. Firstly, the Proposed TV3 Restructuring, will allow
MRCB to rescue a key associate company of MRCB, namely TV3. The
Proposed TV3 Restructuring will alleviate TV3's heavy debt
burden and mitigate the impending threat of liquidation. The
scheme will enable TV3 to remain as a going concern as well as
comply with the Practice Note 4 of the KLSE Listing
Requirements.

Secondly, the Corporate Proposals also addresses the concerns of
creditors of MRCB and TV3. The Corporate Proposals will allow
MRCB and TV3 to simultaneously restructure its debts to
sustainable levels and provide a clear repayment source to
creditors. Going forward, MRCB shall only carry projects related
debt at operating subsidiary levels which are self sustaining.

Thirdly, the Proposed Demerger of MRCB and Newco aims to
streamline the MRCB Group into two entities focused on their own
core activities. Newco shall be an integrated media and multi
media group consisting of print and electronic media with the
highest combined total advertising revenue in Malaysia. Going
forward, there will be further opportunities to exploit cross
synergies between the media and multimedia assets.

On the other hand, MRCB will refocus into construction,
engineering, infrastructure, energy and property activities and
will be in a good position to expand further in each of these
core activities.

In addition, shareholders of MRCB and TV3 shall benefit from the
demerger exercise by having direct ownership of two listed
companies, MRCB and Newco instead of one. Further, the two
separate but focused entities provides clarity of investment to
the market and removes the conglomerate discount normally
associated to companies with disparate investments.

INFORMATION ON MRCB, TV3, NSTP AND IT COMPANIES

Information on MRCB

MRCB was incorporated on 21 August 1968 as a private limited
company and was subsequently converted to a public limited
company on 28 June 1969. MRCB was officially listed on the KLSE
on 22 March 1971 and adopted its present name on 12 October
1981.

The authorized share capital of MRCB is RM2 billion comprising
two(2) billion ordinary shares of RM1.00 each. The current
issued and paid-up share capital of MRCB stands at RM976.5
million comprising 976.5 million ordinary shares of RM1.00 each.

MRCB is principally an investment holding company. The MRCB
Group is principally engaged in construction, engineering,
infrastructure, energy, property, publishing and broadcasting.

Financial information on MRCB is set out in Table 9 at
http://www.bankrupt.com/misc/sistem_televisyen.html

Information on TV3

TV3 was incorporated on 15 September 1983 and adopted its
present name on 11 June 1984. TV3 was officially listed on the
KLSE on 25 April 1988.

The authorized share capital of TV3 is RM1 billion comprising
one(1) billion ordinary shares of RM1.00 each. The current
issued and paid-up share capital of TV3 stands at RM170.3
million comprising 170.3 million ordinary shares of RM1.00 each.

The principal activity of TV3 is commercial television
broadcasting. The principal activities of the TV3 Group consist
of commercial television broadcasting; sale of programmed
rights, sale of video, media revenue, sale of home shopping
goods and other trading inventories and the provision of
production, event management and other industry related
services.

Financial information on TV3 is set out in Table 9 at
http://www.bankrupt.com/misc/sistem_televisyen.html

Information on NSTP

NSTP was incorporated on 20 December 1961 as a private limited
company under the name of The Times Packaging Company Ltd. NSTP
was converted to a public limited company and assumed its
present name on 31 January 1973. NSTP was officially listed on
the KLSE on 4 April 1973.

The authorized share capital of NSTP is RM500 million comprising
500 million ordinary shares of RM1.00 each. The current issued
and paid-up share capital of NSTP is RM216.0 million comprising
216.0 million ordinary shares of RM1.00 each.

The principal activities of NSTP consist of the publishing and
sale of newspaper and investment holding. The principal
activities of the NSTP Group consist of, amongst others,
provision of Bahasa Malaysia and English editorial services,
marketing and supply of data processing equipment and provision
of data processing services, distribution of newspapers and
periodicals and financial services.

Financial information on NSTP is set out in Table 9 at
http://www.bankrupt.com/misc/sistem_televisyen.html

Information on IT Companies

MMCSB

MMCSB is a private limited company incorporated on 19 August
1997. The authorized and the current issued and paid-up share
capital of MMCSB is RM10 million, represented by 5 million
ordinary shares of RM1.00 each and 5 million preference shares
of RM1.00 each. MRCB holds 71.48% of ordinary shares and 100% of
preference shares in MMCSB.

MMCSB is developing the Human Resource Management Information
System (HRMIS) Project for the Government of Malaysia.

Financial information on MMCSB is set out in Table 9 at
http://www.bankrupt.com/misc/sistem_televisyen.html

MSVSB

MSVSB is a private limited company incorporated on 14 November
2000. It has an authorized share capital of RM500,000 comprising
500,000 ordinary shares at RM1.00 each. The current issued and
paid-up capital of MSVSB is RM100,000 comprising 100,000
ordinary shares of RM1.00 each. MSVSB is a wholly owned
subsidiary of MRCB.

MSVSB is principally involve in software development and IT
professional services.

There is no historical financial information on MSVSB as at 31
August 2000 as MSVSB was incorporated on 14 November 2000.

INTER-CONDITIONALITY

All the proposals under the Corporate Proposals are inter-
conditional upon each other save for the Proposed Transfer of IT
Companies and the Proposed Put and Call Options.

EFFECTS OF THE CORPORATE PROPOSALS
The effects of the Corporate Proposals on MRCB, Newco and TV3
are as follows:

Share Capital, please refer to Table 10 at
http://www.bankrupt.com/misc/sistem_televisyen.html

Shareholding Structure, please refer to Table 11 at
http://www.bankrupt.com/misc/sistem_televisyen.html

NTA, please refer to Table 12 at
http://www.bankrupt.com/misc/sistem_televisyen.html

ESTIMATED TIME FRAME FOR COMPLETION AND SUBMISSION TO THE SC

The application to the SC in relation to the Corporate Proposals
will be made within two(2) months from the date of requisite
announcement under the Practice Note 4 of the KLSE Listing
Requirements. As announced on 3 September 2001, the KLSE has
granted TV3 an extension of time until 22 October 2001 to make
the requisite announcement.

Barring unforeseen circumstances, the Corporate Proposals are
expected to be completed by mid-2002.

DEPARTURE FROM SC'S POLICIES AND GUIDELINES ON ISSUE/OFFER OF
SECURITIES

To the best of our knowledge, there are no departures from the
SC's Policies And Guidelines On Issue/Offer Of Securities in
undertaking the Corporate Proposals.

BOARD OF DIRECTOR'S RECOMMENDATION

The Board of Directors of MRCB and TV3, save and except DSARM
who has and will continue to abstain from deliberation and
voting on the Corporate Proposals, are of the view that
Corporate Proposals would be in the best interest of MRCB and
TV3.

ADVISERS
The Board of Directors of MRCB and TV3 have appointed Arab-
Malaysian Merchant Bank Berhad and BNP Paribas Peregrine as the
Advisers to the Corporate Proposals.

Further to that, in respect of Section 15 above, the Corporate
Proposals are deemed to be related party transactions as per
Part E of Chapter 10 of the KLSE Listing Requirements and
accordingly independent advisers are required to advise the
minority shareholders of MRCB and TV3 on the Corporate
Proposals. Consequently, Alliance Merchant Bank Berhad (formerly
known as Amanah Merchant Bank Berhad) and Affin Merchant Bank
Berhad (formerly known as Perwira Affin Merchant Bank Berhad)
have given their consent to act as Independent Advisers for the
minority shareholders of MRCB and TV3 respectively.


TAI WAH: Posts Notice Of Extraordinary General Meeting
------------------------------------------------------
Tai Wah Garments Manufacturing Berhad posted this notice:

NOTICE IS HEREBY GIVEN THAT an Extraordinary General Meeting of
Tai Wah Garments Manufacturing Berhad will be held on Wednesday,
31 October 2001 at Pahlawan 5, Level 5, The Summit Hotel, Subang
USJ, Persiaran Kewajipan USJ 1, 47600 Subang Jaya, Selangor
Darul Ehsan immediately after the conclusion of the Company's
Thirty First Annual General Meeting which will be convened at
the same venue and on the same day at 9.30 a.m. to consider and
if thought fit, to pass the following resolutions as Special
Resolutions:-

SPECIAL RESOLUTION 1:
- PROPOSED AMENDMENTS TO THE MEMORANDUM OF ASSOCIATION

"THAT, the amendments of the Memorandum of Association of the
Company as set out in Appendix I of the Circular to the
Shareholders dated 8 October 2001 be and are hereby approved."

SPECIAL RESOLUTION 2:
- PROPOSED AMENDMENTS TO THE ARTICLES OF ASSOCIATION

"THAT, the deletions, alteration, modifications, variations and
additions to the Articles of Association of the Company as set
out in Appendix I of the Circular to the Shareholders dated 8
October 2001 be and are hereby approved."


=====================
P H I L I P P I N E S
=====================


BENPRES HOLDINGS: PhilRatings Downgrades Rating To PRS Baa
----------------------------------------------------------
The rating for Benpres Holdings Corporation's (Benpres) long-
term commercial papers (LTCPs) has been changed to PRS Baa from
PRS Aa. Benpres issued P3.0 billion in LTCPs in 1996 and at
present, P2.67 billion remains outstanding. Of the balance, P670
million will mature on October 1, 2001 while P2.0 billion will
mature in September 2003.

A rating of PRS Baa denotes that the LTCPs are "neither highly
protected nor poorly secured; interest payments and principal
security appear adequate for the present but certain protective
elements may be lacking or may characteristically be unreliable
over any great length of time."

"The downward adjustment in the rating takes into account the
deterioration in the company's financial profile," PhilRatings
explained. Weak profitability and internal cash generation, a
substantial amount of maturing short-term debt, and
uncertainties in the timing and amount to be generated from the
possible sale of investments given present market conditions,
were seen as key rating factors. Although the Benpres Group
benefits from the dominant position of its broadcast business
and the  improving economics of its power generation business,
regulatory issues still continue to put a damper on its water
concession and power distribution businesses.


METRO PACIFIC: Bailout Shouldn't Affect PSE Deal
------------------------------------------------
The Philippine Stock Exchange (PSE) said whoever will buy Metro
Pacific's stake in Fort Bonifacio Development Corporation should
honor deals made by the cash-strapped real estate developer with
the local exchange, Inquirer News Service said yesterday.

The PSE was referring specifically to a deal it had with Metro
Pacific involving the latter having to shoulder the cost of
building the stock exchange's new headquarters, that would unify
its Makati and Ortigas trading floors. In return, the local
bourse will use Fort Bonifacio as its main address, transforming
the property effectively into a financial hub.

Should Metro Pacific's controlling stake be sold, the buyer,
according to the PSE, should assume the obligation of building
the unified trading floor of the latter.


METRO PACIFIC: Fort Bonifacio Project Hard Sell
-----------------------------------------------
Analysts say that Metro Pacific Corp. (MPC) is expected to have
a hard time trying to sell its entire stake in the Fort
Bonifacio project, Business World reported Tuesday.

The general slowdown of the economy is hurting even the most
profitable of the qualified buyers, the same analysts said.

Only Ayala Land Inc. (ALI) is financially capable of taking over
MPC'S 70 percent stake in the project. However, according to
another analyst, ALI might not follow through with the
acquisition because Bonifacio Land Corp (BLC), an MPC
subsidiary, rejected their P1.23 billion bid to develop 18.9
hectares of the northern portion of the Fort Bonifacio central
business district (CBD).


NATIONAL POWER: Privatization To Attract Investors
--------------------------------------------------
An official of the Department of Energy said over the weekend
that the impending privatization of cash-strapped National Power
Corp. (Napocor) is attracting a big number of investors,
Business World reported yesterday.

Investors who are interested in the state-owned power company
have been sending representatives to public hearings conducted
by the government regarding the implementing rules and
regulations (IRR) of the newly approved Republic Act 9136 or the
Electric Power Industry Reform Act.

Dr. Pasayud Macarambon, Napocor vice-president said the
privatization would immediately push through upon approval of
the implementing rules and regulations. Under the new law, the
government can immediately privatize Napocor upon the approval
of said IRR, to happen on or before December 26. However,
exempted from immediate privatization are the Pulangi and Agus
Hydroelectric plants. The privatization of these plants, which
support Mindanao's power grid, will not happen until 2011.


NATIONAL POWER: Suspends US$400M Bond Issue
-------------------------------------------
The Private Sector Assets and Liabilities Management Corp.
(PSALM), the newly created government corporation appointed to
manage National Power Corporation's (Napocor) generating and
transmission assets, among other things, indefinitely suspended
its planned issuance of US$400-million bond float for the state-
owned power company, Business World reported Tuesday.

Uncertainty in the international financial markets prompted
PSALM to suspend the floating of the bonds. Thus, Napocor's
obligations worth US$144 million maturing next month are to be
sourced from the National Government, through the Department of
Finance.

A PSALM official said the bond issuance will only push through
when the market stabilizes.  However, a slight improvement in
the debt market still wouldn't necessitate the much needed bond
issuance.

Napocor has about US$300 million in total loans expected to fall
due this year, inclusive of the $144-million loan to ING
Barings.


=================
S I N G A P O R E
=================


CAPITALAND LIMITED: London Property Sale Completed
--------------------------------------------------
The Board of Directors of Capitaland announced October 8 that
Tafoni Pte Ltd has completed the sale of one of its properties,
131 Finsbury Pavement, London EC 2, a 9-story office building
located in the heart of London's financial district.

The property was sold to an unrelated, privately-held UK
company, on a willing buyer-willing seller basis. The property
was sold for S$125 million.

Tafoni is wholly-owned by Calomel Pte Ltd, a wholly-owned
subsidiary of CapitaLand Commercial Limited ("CCL"), which in
turn is wholly-owned by the Company.

This sale is consistent with the Company's divestment strategy
to optimize property returns from investment properties, and
generate greater returns for shareholders. The sales proceeds
from this transaction will be used to reduce gearing and fund
other investments.


HONG LEONG: Posts Changes In Shareholder's Deemed Interests
-----------------------------------------------------------
Hong Leong Singapore Finance Limited, posted a notice of changes
in its substantial shareholder, Kwek Holdings Pte Ltd's
deemed interests on October 8. The contents of the posted notice
are:

Notice Of Changes In Substantial Shareholder's Deemed Interests

Name of substantial shareholder: Kwek Holdings Pte Ltd ("KH")
Date of notice to company: 05 Oct 2001
Date of change of interest: 04 Oct 2001
Name of registered holder: Citibank Nominees (Singapore) Pte Ltd
("Citibank Nominees") for account of Welkin Investments Pte Ltd
("Welkin")
Circumstance giving rise to the change: Others
Please specify details: Open Market Purchase
KH has deemed interest in these shares held in the name of the
registered holder, Citibank Nominees for account of Welkin, a
wholly-owned subsidiary of Hong Leong Investment Holdings Pte.
Ltd.

Shares held in the name of registered holder

No. of shares of the change: 80,000
Percent of issued share capital: 0.019
Amount of consideration per
share excluding brokerage,
GST, stamp duties,
clearing fee: S$1.415
No. of shares held before change: 1,027,000
Percent of issued share capital: 0.239
No. of shares held after change: 1,107,000
Percent of issued share capital: 0.257

Holdings of Substantial Shareholder including direct and deemed
interest
Deemed       Direct
No. of shares held before change:        205,401,758       0
Percent of issued share capital:           47.73           0
No. of shares held after change:         205,481,758       0
Percent of issued share capital:           47.748          0
Total shares:          205,481,758       0

Note:
% of issued share capital is based on the Company's issued share
capital of 430,340,464 shares of $1.00 each as at 4 October 2001


GOLDEN AGRI-RESOURCES: Posts Debt Restructuring Update
------------------------------------------------------
Golden Agri-Resources (GAR), posted on October 8 an update of
its current debt restructuring. Part of the announcement is:

UPDATE ON DEBT RESTRUCTURING

We refer to the cash and time deposits of Golden Agri-Resources
Ltd (GAR) in the announcement dated 3 October 2001.

As disclosed, GAR Group's cash and time deposit balances with
BII Bank Limited, Cook Islands (BII Bank Ltd) were US$229.5
million as at 30 June 2001. This un-audited balance of US$229.5
million is different from the un-audited balance of US$226
million as at end March 2001 (disclosed on 26 July 2001) due to
accrued interest.


ISOFTEL LTD: Answers Questions Posed By Stock Exchange
------------------------------------------------------
The Directors of iSoftel Ltd (the Company) replied to the
queries raised by the Singapore Exchange Limited (SGX) via their
letter dated 1 October 2001 to the Company:

(a) Factors contributing to the increase in the Group's turnover
from S$8.5 million for the 6 months ended 30 June 2000 (Half
Year 2000) to S$10.8 million for the 6 months ended 30 June 2001
(Half Year 2001).

The increase in the Group's turnover for the Half Year 2001
compared to the Half Year 2000 is attributable to:

(i) turnover contributions of S$1.35 million from the newly
acquired subsidiary, Beijing Linkhead Information Technologies
Ltd and a wholly-owned subsidiary incorporated by the Company in
China, iSoftel Beijing Ltd; and

(ii) increase in turnover revenue of S$0.95 million from the
Group's Singapore operations.

(b) Nature of the foreign exchange gain and the factors
contributing to the change in the foreign exchange gain/loss of
S$2,000 for the Full Year 2000 to a gain of S$625,000 for Half
Year 2001.

As of 30 June 2001, at the Company's level, there is a net
unrealized foreign exchange gain of approximately S$702,566 and
a net realized foreign exchange loss of approximately S$94,383,
resulting in a net foreign exchange gain of approximately
S$608,183. The said net unrealized foreign exchange gain arises
mainly from revaluation of accounts receivables and inter-
company balances in respect of trade sales, which are
denominated in United States Dollars. The realized foreign
exchange loss arises mainly from the payment to the Company's
suppliers denominated in United States Dollars.

The factor contributing to an increase in foreign exchange gains
is the strengthening of the United States Dollars against the
Singapore Dollars.

(c) Hedging policy, if any, to hedge the Group's exposure to
foreign exchange fluctuations.

We do not have any hedging policy.


===============
T H A I L A N D
===============


ALPHA SPINNING: Business Reorganization Petition Filed
------------------------------------------------------
The Petition for Business Reorganization of Alpha Spinning
Company Limited (DEBTOR), engaged in textile industry and
spinning, was filed to the Central Bankruptcy Court:

     Black Case Number 413/2543

     Red Case Number 467/2543

Petitioner: ALPHA SPINNING COMPANY LIMITED

Debts Owed to the Petitioning Creditor: Bt1,705,378,336.94

Planner: Alpha Planner Company Limited

Date of Court Acceptance of the Petition: May 31, 2000

Date of Examining the Petition: June 26, 2000 at 9.00 AM

Court Order for Business Reorganization and Appointment of
Planner: June 26, 2000

Announcement of Court Order for Business Reorganization and
Appointment of the Planner: in Matichon Public Company Limited
and Siam Rath Company Limited: , 2000

Announcement of Court Order for Business Reorganization and
Appointment of the Planner: in Government Gazette in August 3,
2000

Deadline for the Planner to submit the Business Reorganization
Plan to the Official Receiver: November 3, 2000

Planner postponed the date for submitting the Plan #1st:
December 3, 2000

Planner postponed the date for submitting the Plan #2nd: January
3, 2001

Appointment date of the Creditors' meeting for the Plan
Consideration: February 7, 2001 at 9.30 am. Convention Room no.
1105, 11th Floor Bangkok Insurance Building, South Sathorn Rd.

The Creditors' meeting had a special resolution accepting the
plan

Court Order for Accepting the reorganization plan: February 23,
2001 and appointed Alpha Planner Company Limited to be the Plan
Administrator

Announcement of Court Order for Accepting the Reorganization
Plan: in Matichon Public Company Limited and Siam Rath Company
Limited in March 7, 2001

Announcement of Court Order for Accepting the Reorganization
Plan: in Government Gazette: April 3, 2001

Contact: Ms. Sasi-Anong Tel 6792525 Ext. 144


EASTERN WIRE: Posts Business Rehabilitation Plan Resolutions
------------------------------------------------------------
The Central Bankruptcy Court considered the Business
Rehabilitation Plan of Eastern Wire Public Company Limited on
June 21, 2001.  The Plan Administrator is expected to increase
capital and decrease registered capital.  The Plan Administrator
has resolved on October 5, 2001 for increasing capital and
decreasing capital on the Business Rehabilitation Plan:

1. Decreasing the Company's registered capital of Bt632,560
previously authorized but unissued, from the Company's
registered capital of Bt180,000,000 As the result the Company
will has the remaining registered and paid-up capital of
Bt179,367,400. Amending the Clause 4 of Memorandum of
Association in accordance with the registration of capital
decreasing.

2. Increasing the Company's registered capital of 200,000,000
(Two hundred million shares) newly issued ordinary shares at
Bt0.001 with lower par value of Bt10 and allocated to the
existing shareholders by right offering.  As if any shareholders
omit the right and the Plan Administrator will be allocated the
right to the other shareholders.  Amending the Clause 4 of
Memorandum of Association in accordance with the registration of
capital increasing:

Clause 4:  The registered capital is Bt2,179,367,440
Divided into in 217,936,744 ordinary shares
with the par value of Bt10

3. Decreasing the Company 's registered capital of 190,000,000
as of the above increased shares by reduction the number of
share at the ratio of 100 remain to 5.  Amending the Clause 4 of
Memorandum of Association in accordance with the registration of
capital decreasing:

Clause 4: The registered capital is Bt279,367,440
Divided into in 27,936,744 ordinary shares
with the par value of Bt10

4. Addition Article of Company No. 46 details:

Article No.46:  In case the Company or its subsidiary agrees to
undertake connected transactions or transactions regarding the
acquisition or disposal of assets of the Company or its
subsidiary in accordance with the definition specified in the
Notification of the Stock Exchange of Thailand applied to
connected transaction of the listed companies or the acquisition
or disposal of assets of listed companies as the case may be,
the Company shall comply with the rules and procedures as
outlined in the Notification.


EASTERN WIRE: Reports On Capital Increase
-----------------------------------------
Eastern Wire Public Company Limited, reported on the resolutions
of the Plan Administrator on October 5, 2001 from 2 p.m. to 3
p.m.  In respect of capital increase/share allocation and
capital decrease:

1. Capital Increase

As the Business Rehabilitation Plan, the Central Bankruptcy
Court considered the Rehabilitation Plan of Eastern Wire Public
Company Limited on June 21, 2001.  The Plan Administrator has
resolved on October 27, 2001 for decreasing the Company 's
registered capital of Bt632,560 previously authorized but
unissued, from the Company's registered capital of
Bt180,000,000.  As the result, the Company will has a remaining
registered and paid-up capital of Bt179,367,400 and has resolved
to increase the Company 's registered capital from Bt179,367,440
to Bt2,179,367,440 by means of issuance of new 200,000,000
ordinary shares with a par value of Bt10 in totaling Bt2,000
million.

    2. Share Allocation

The Plan Administrator has resolved to allocate 200,000,000
ordinary shares at par value of Bt10 in totaling
Bt2,000 million:

2.1 Detail of allocation

Allocation of shares:          Existing Shareholders
Number of shares    :          200,000,000
Ratio  (Existing New):          1  :  11
Sale Price Per share (Baht):   0.001
Subscription and Payment Period  : October 15-19, 2001
Remark     :            Pursuant to Rehabilitation Plan

By closing of the shareholders register in order to suspend the
Company share transfer for right offering on October 5, 2001
commencing 12 p.m.

2.2 The Company 's Plan in case where there is a fraction of
shares remaining:

The allocation of shares will be allocated for the existing
shareholders by right offering in case where the fraction of
shares remaining is omitted.  As if there is the number of
shares remaining form right offering or any shareholder omits
the right and the Plan Administrator will be allocated the rest
to the other shareholder.

2.3 The number of shares remaining from the allocation:  -none-

3. Schedule for shareholders meeting to approve the capital
increase / share allocation:

On October 5, 2001 the Plan Administrator has resolved to
capital increase / share allocation and capital
decrease on the Rehabilitation Plan, represented for the
shareholders meeting.

4. Approval of the capital decrease / capital increase / share
allocation of newly issued shares by relevant governmental
agency and conditions thereto (if any):

The Company will register the capital decrease and the capital
increase with the Partnership and Company Registration Office,
Commercial Registration Department, Ministry of Commerce.  And
after the issuance of shares to the existing shareholders on
above No.2 , the Company will reduce the increased shares of
190,000,000 by reduction the number of share at the ratio of 100
remain to 5.  After the Company will register the capital
decrease with the Partnership and Company Registration Office,
Commercial Registration Department, Ministry of Commerce and
will apply to the Stock Exchange of Thailand to list as listed
securities all of the ordinary shares issued to existing
shareholders after capital reduction.

5. Objectives of the capital increase and plans for utilizing
proceeds received from the capital increase:

To comply with the term and condition of Business Rehabilitation
Plan of the Company.

6. Benefits which the Company will receive from the capital
increase / share allocation:

To comply with the term and condition of Business Rehabilitation
Plan of the Company which will enable the Company to continue
its business operation in the future.

7. Benefits which the Shareholders will receive from the capital
increase / share allocation:

To comply with the term and condition of Business Rehabilitation
Plan of the Company

8. Other details necessary for shareholders to approve the
capital increase / allocation of newly issued shares:

After the issuance of shares to the existing shareholders on
above No.2, the Company will reduce the increased shares of
190,000,000 on above No.2.1 by reduction the number of share at
the ratio of 100 remain to 5.  The reduction of registered
capital is to reduce the accumulated loss to strengthen the
Company 's financial status and to enhance the Company 's
capability of dividend payment to shareholders.

9. Milestone of actions in the event that the board of directors
of the Company passes resolution approving the capital increase
or allocation of new shares:

       Process  Time
  1. Increasing registered capital   On October 5, 2001
  2. Subscription and payment period  On November 5-9, 2001
  3. Share allocation for remained shares On November 12, 2001
  4. Registration of capital increasing   On November 15, 2001
  5. Reduction for 95% of increased capital On November 16, 2001
  6. Registration of capital decreasing   On November 21, 2001


ROBINSON DEPT: Posts Restructuring Plan Progress
------------------------------------------------
Robinson Department Store Public Company Limited (Company),
offered the implementation progress of the Company's Plan
Administrator. The transactions involved:

1. Initial Repayment

The Company shall make the Initial Repayment in the total amount
of Bt938,150,214.00 to Groups 2, 3, and 4 Creditors which are
the Unsecured Financial Creditors of the Company as specified in
the Company's Restructuring Plan, on a pro rata basis in
accordance with their filed debts claims and the relevant orders
of the Official Receiver for their entitlement on the debts
repayment.

2. Issuance of Notes

On 5 October 2001, the Company issued Notes, "Partially Secured
Amortizing Notes (Convertible upon Default) of Robinson
Department Store Public Company Limited No. 1/2001, Due 2005"
(Notes) to Groups 2, 3, and 4 Creditors. As mentioned above,
Notes were offered to Creditors on a pro rata basis in
accordance with their filed debt claims and the relevant orders
of the Official Receiver for their entitlement on the debts
repayment.  Summary of the material substance of the Notes:

Issuer:  Robinson Department Store Public Company Limited
Number of issued Notes: 36,145,000 Units
Denomination value per unit: Bt100
Offer price per unit: Bt100
Total amount: Bt3,614,500,000
Maturity date: 31 December 2005
Conversion: The Notes can be converted into the ordinary shares
of the Company by the Noteholders in the event of  the
occurrence of default by the Company.
Noteholders' Representative: Bangkok First Investment & Trust
Public Company Limited
Note Registrar: BFIT Securities Company Limited


SAMART CORPORATION: Announces EGM Resolutions
---------------------------------------------
Samart Corporation Plc (the Company) revealed the resolutions of
the Extraordinary General Meeting of Shareholders No. 2/2001
held on October 8, 2001:

1. The minutes of the Extraordinary General Meeting of
Shareholders No. 1/2001 held on July 4, 2001 was certified.

2. Approved the Company's Debt Restructuring with major
conditions:

  a) Transfer the Company's 105,375,010 SHIN shares to creditors
at Baht not less than 20.90 per share;

  b) Long-term principal outstanding debt will be Baht
3,975,007,379.75  payable over a 6 years tenure;

  c) Bt2,503,713,209.34 debt will be converted to equity in
Samart and its subsidiaries as follows:

  d) 18,594,000 newly issued shares in Samart Corporation Plc.

  e) 4,955,600 existing shares in Samart Telcom Plc.

  f) 30% of existing shares held in subsidiaries and associated
companies exclude the affiliated companies in Samart Telcom
Plc's (SAMTEL) group , Cambodia Samart Communication Co.,
Ltd. and Samart Infonet Co., Ltd.

3. Approved the Company to transfer its 105,375,010 SHIN shares
to creditors at Baht not less than 20.9 per share as debt
prepayment.

4. Approved the repayment of the total unpaid debt of Baht
3,975,007,379.75 installments the 6 year-period, divided into
four installments per annum.  The first installment is fixed to
be made in December 2001 and the last installment by June 2007.

5. Approved Baht 2,503,713,209.34 debt to be converted to equity
in Samart and its subsidiaries according to the Company's
Information Memorandum on the Debt Restructuring and the
Acquisition and Disposition of Assets of which has already
been sent to the shareholders.

6. Approved the decrease of Company's registered capital from
Bt800 million to Bt790,808,430 by cancellation an aggregate
number of 919,157 unissued and unallocated ordinary shares. To
comply with such decrease of registered capital, the meeting
also approved the amendment of Clause 4 of the Memorandum of
Association to be amended:

"Clause 4 The registered capital is Bt790,808,430
          Divided into  79,080,843 shares
          Each has a par value of Baht10
          Classified as Ordinary shares-79,080,843 shares
          Preference shares-

7. Approved the increase of Company's registered capital from
Bt790,808,430 to Bt1 billion by issuance 20,919,157 ordinary
shares with par value of Bt10 for total capital increase of Baht
209,191,570. To comply with such increase of registered capital,
the meeting also approved the amendment of Clause 4 of the
Memorandum of Association to be amended:

"Clause 4  The registered capital is   Bt1,000,000,000
           Divided into 100,000,000     shares
           Each has a par value of  Bt10
       Classified as
           Ordinary shares 100,000,000      shares
           Preference shares   -    shares "

8. Approved the allocation of 18,594,000 newly issued ordinary
shares to the Company's creditors at the price of 110 percent of
the volume weighted average daily price for the 90 days period
up to the day 5 business days before the date of signing the
Restructuring Documents.

9. One of the conditions of the Restructuring Documents, the
creditors required the Company to appoint the nominated
representative of the Finance Parties as a director of the
Company.  The meeting has not considered and appointed a new
director as the Finance Parties have not settled the
representative yet.  The appointment of new director will be
postponed to be considered in the next meeting after getting
confirmation from Finance Parties.

10. Approved the amendment of the Company's Articles of
Association to be changed from 44 clauses to 45 clauses.  The
additional clause no. 45 will be under section 7,
Miscellaneous, to be read as:

"Clause 45. In the case that any transaction between the Company
and its subsidiaries which is classified by Notification of the
Stock Exchange of Thailand (SET) to be the related transactions
or acquisition and disposition of the Company's asset, the
Company has to comply with such rules and procedures of SET."


S U B S C R I P T I O N  I N F O R M A T I O N

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Copyright 2000.  All rights reserved.  ISSN: 1520-9482.

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