/raid1/www/Hosts/bankrupt/TCRAP

/raid1/www/Hosts/bankrupt/TCRAP_Public/011017.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 17 2001, Vol. 4, No. 203 Headlines A U S T R A L I A ANSETT: ANZ's Conditions Precedent To Making Loan Satisfied ANACONDA NICKEL: Murrin Murrin Metal Production Resumes AUSTRALIAN MAGNESIUM: Posts Public Offer For Stanwell Project LOCAL TELECOM: Appoints Administrators To DeMorgan MTM ENTERTAINMENT: Signs Management Agreement NORMANDY MINING: AMC Arranges SMP Capital Increase UECOMM LIMITED: ASIC Provides Additional Disclosure * ASIC Appoints Investment Companies Liquidator C H I N A & H O N G K O N G HI SUN: Group Reorganization Proposal Effective Wednesday MANDARIN RESOURCES: Executive Directors Resign PASS FORWARD: Winding Up Petition Hearing Slated NAN FANG: Winding Up Petition To Be Heard PEARL ORIENTAL: Sees No Reason For Price, Volume Increase PRICERITE GROUP: Dispatch Of Rights Issue Circular Delayed PURECO LABORATORIES: Winding Up Petition Hearing Scheduled I N D O N E S I A ASTRA INTERNATIONAL: Afghan Conflict May Delay Astra Agro Sale J A P A N ASAHI BANK: Considers Regional Split DAIEI INC.: New Employees Reassured DAIEI INC.: UFJ Heads Pledge Support DAIWA BANK: Posts Group Net Loss Of Y140B MINOLTA CO.: Moody's Reviews Ba2 Rating For Possible Downgrade NISSAN MOTOR: Ponders Renault Stake Purchase K O R E A ASIANA AIRLINES: Granted W100B Bridge Loans By Creditors DAEWOO MOTOR: Bupyeong Plant Takeover Never Intended HAITAI CONFECTIONERY: New CEO Elected HYNIX SEMICONDUCTOR: Rival Micron Drops 11% Due To Hwang Comment HYUNDAI ENGINEERING: Sells Chinese Building Stake For US$95M HYUNDAI SECURITIES: Stake Sale To AIG May Be Delayed * 25 Troubled Companies Slated For Liquidation * M A L A Y S I A AMSTEEL CORPORATION: Submits Proposed GWRS Application To SC BESCORP INDUSTRIES: Posts Defaulted Payment Status EPE POWER: Further Defaults Interest Payment LION CORPORATION: Submits Proposed GWRS To Securities Commission MAN YAU: EGM To Be Held On November 8 MAN YAU: Posts Notice To Creditors MANCON BERHAD: Subsidiaries Submit Strike-Off Application PACIFICMAS BERHAD: Proposed Utilization To End By Feb 2002 PICA (M) CORPORATION: Legal Proceedings Still Pending TECHNO ASIA: Monthly Report Submitted To KLSE P H I L I P P I N E S METRO PACIFIC: Megaworld Interested In Bonifacio Project NATIONAL POWER: Jardine, Marsh Deny Keeping Firms From Auction NATIONAL STEEL: New Proposal Submission Deadline Set REYNOLDS PHILIPPINES: 40% Stake Acquired By Land Bank S I N G A P O R E CAPITALAND LIMITED: Unit Announces Resignation Of Directors HONG LEONG: Posts Changes in Shareholder's Interests HONG LEONG: Posts Changes In Shareholder's Deemed Interests T H A I L A N D PROPERTY PERFECT: Holding Info Meeting On October 24 SUPALAI PUBLIC: SET Grants Securities Trading THAI INDUSTRIAL: Advisor Offers Opinion On SKTY Tender Offer THAI TELEPHONE: Allocates Warrants To Creditors, Shareholders TPI AROMATICS: Files Business Reorganization Petition ================= A U S T R A L I A ================= ANSETT: ANZ's Conditions Precedent To Making Loan Satisfied ----------------------------------------------------------- Air New Zealand, Ansett Australia's parent company, confirmed that all conditions precedent to the making of the NZ$300m loan by the Crown (which includes the A$150m payment to the Ansett and Hazelton Voluntary Administrators) have been satisfied or waived. The loan has been advanced and the payment to the Ansett and Hazelton Voluntary Administrators has been made. ANACONDA NICKEL: Murrin Murrin Metal Production Resumes ------------------------------------------------------- The annual statutory Shutdown of Anaconda Nickel's Murrin Murrin Nickel / Cobalt Operation for statutory inspections, rectification and repair work has been completed, with the key performance indicator targets of safety, schedule and costs achieved. Major works completed include installation of larger capacity pre-heaters, upgraded agitation and capacity of the neutralization circuit, installation of a third calcrete mill and the modification of key equipment in the mixed sulphide circuit to improve reliability and performance. Another significant focus of the Shutdown was the rectification and repair work on the Acid Plant. This included replacement of the cold interpass heat exchanger, repairs to the Heat Recovery System tower and modifications to the sulphur melting pits. These changes are designed to remove recent restrictions to the production capacity of the acid plant, eliminating recent acid purchases, and are expected to result in further operating cost savings. The Shutdown commenced on 20 September with rectification and de-bottlenecking work on the acid plant, pressure acid leaching, neutralization and mixed sulphides circuits. Start-up and recommissioning of the Plant commenced on schedule with metal production under way Monday. The ramp-up of production and reduction in operating costs at Murrin Murrin continues. AUSTRALIAN MAGNESIUM: Posts Public Offer For Stanwell Project ------------------------------------------------------------- Australian Magnesium Corporation Limited (AMC) lodged a prospectus Monday with the Australian Securities and Investments Commission for a $525 million capital raising for the development of the Stanwell Magnesium Project. The Offer is for an issue of Distribution Entitled Securities at an issue price of $0.80 per Security payable in two installments, $0.50 upon application and a final instalment of $0.30 per Security on 31 January 2003. Security holders will be entitled to six semi-annual payments of 3.2 cents per share until November 2004 paid by the State of Queensland, on behalf of AMC. The Distributions equate to 12.8 percent pa of the first instalment payment and 8 percent pa once fully paid. The timing of the Distributions is structured to cover the project's planned construction phase. The Offer is scheduled to close on 16 November 2001. AMC has appointed ABN AMRO Rothschild, JBWere and ABN AMRO Morgans as Joint Lead Managers with Macquarie Financial Services a broker to the issue. Completion of the Offer will finalize the $1.8 billion finance plan for development of the Stanwall plant, near Rockhampton in Central Queensland, which once commissioned, is expected to be the largest and among the lowest cash cost magnesium metal producers in the world. AMC Chairman Dr J Roland Williams CBE said AMC was pleased to be returning to the market with a smaller, revised equity offering and with an efficient structure that will appeal to current investor demands for stability, distribution and capital growth. "The partly-paid offer profile with three years of distribution payments provides an efficient and effective financing package for a project of this scale and opportunity," Dr Williams said. "Most importantly, with a view to the longer term, AMC is focusing on growth through the development of a project which is recognized as being of national significance and we believe is without international peer in the magnesium industry." "Once the project is operational, AMC's low cost processing technology, 15 year energy contract, extensive magnetite resource and 10 year Ford sales agreement will form a solid base for a growth business." Upon completion of the offer, AMC expects to begin site works at Stanwell in early 2002, start commissioning in 2003 and commence magnesium production in October 2004. Some 1,350 direct construction jobs will be created during the peak development stage in 2002-3 with 350 people expected to operate a fully commissioned plant. * Public Offer for Stanwell Magnesium Project financing * Offer of Distribution Entitled Securities at $0.80 payable in two installments * Distribution of 12.8 percent pa of first Instalment, 8 percent pa of fully paid amount * Distribution payment funding assisted by State of Queensland * Loyalty discount of 5 cents per security for AMC and Normandy shareholders * 1-for-2 bonus option issue to existing shareholders FUNDING PACKAGE STAKEHOLDER SUPPORT The $1.8 billion funding package for the Stanwell Magnesium Project includes the previously announced $932 million senior debt package and funding commitments from Normandy Mining Limited, CSIRO, and the State of Queensland. In addition it has been confirmed Monday that: * AMC's major shareholder, Normandy, will subscribe for an additional $100 million of ordinary shares in AMC between 31 October 2002 and 31 January 2003; * The State of Queensland will provide financing arrangements to be used to fund the distribution payments to AMC security holders; * The Federal government will provide AMC with a $100 million loan guarantee. All of the commitments from Normandy, the State of Queensland and the Federal government are conditional upon AMC shareholder approval of the equity arrangements between AMC and Normandy. SHAREHOLDER BENEFITS Whilst the development of the Stanwell Magnesium Project is the key to creating value for existing shareholders. AMC is pleased to advise that as part of the finance plan, a number of specific benefits for shareholders have been incorporated, including: Loyalty discount. AMC shareholders registered as at 18 October 2001 will be entitled to a five cent per Security discount on the final instalment on successful applications up to 30,000 securities, (Normandy shareholders, AMC employees, Directors and proposed Directors will also be entitled to the discount). Preferred allocation. AMC shareholders will rank ahead of other investors in the event of any scale back of securities due to an over subscription of the Offer. Bonus Issue. Following completion of the capital raising, AMC intends to offer to holders of ordinary shares one bonus option for every two shares held. The option is exercisable into an ordinary share at an exercise price of $1.25 in July 2005. The books closing date to receive the option entitlement is 23 November 2001. Holders of Distribution Entitled Securities will not participate in the Option issue, unless they are also an AMC shareholder as at 23 November 2001. MAGNESIUM INDUSTRY GROWTH Dr Williams said commercial, political and social pressures, both to improve vehicle fuel efficiency and to reduce greenhouse gas exhaust emissions, were continuing to drive change in the automotive industry to adopt lightweight, recyclable materials. Independent reports by CRU International suggest total annual magnesium demand will more than double to over 950,000 tonnes by the end of the decade. The forecast increase in demand for magnesium from the die-casting sector is primarily being driven by increasing automotive demand for magnesium, which CRU forecasts will rise by 13.6 percent pa from 2000 to 2010, representing an increase from around 163,000 tpa to around 584,000 tpa. CRU's forecast is based upon assumed worldwide production of 56.4 million vehicles in 2010 compared to estimated production of 50.2 million vehicles in 2000. This translates to around 10.3 kg of magnesium used in the production of magnesium components per vehicle by 2010, compared to an average of approximately 3.3 kg of magnesium per vehicle Monday. LOCAL TELECOM: Appoints Administrators To DeMorgan -------------------------------------------------- The Directors of Local Telecom & Internet Limited (Company) announced that Max Prentice and Mark Robinson of Prentice Parbery Barilla Chartered Accountants have been appointed Tuesday as administrators to the Company's wholly owned subsidiary and Information Security Services provider, DeMorgan Pty Limited (DeMorgan). The Board of DeMorgan pursuant to section 436A of the Corporations Act made the appointment. DeMorgan became a subsidiary of the Company as a result of the acquisition of 100 percent of the share capital of DeMorgan on 1 February 2001 from Mr and Mrs Craig and Lynn Wright in exchange for the issue to them of 4 million fully paid shares in the Company. The Company has advanced unsecured loans of $870,498 to DeMorgan for working and development capital purposes. Subsequent to acquisition by the Company Mr and Mrs Wright continued to remain as DeMorgan Directors but following their resignations on 4 October 2001 and a decision by the Company's Board, Monday afternoon to cease providing further loans to DeMorgan, Mr Bob Wheeldon was appointed this morning the sole director of DeMorgan for the sole purpose of allowing the expeditious appointment of the administrators. The carrying value of the Company's investment and loans to DeMorgan recorded in the Company Consolidated Financial Statements as at 30 June 2001 was $150,000. The recoverability of loans advanced to DeMorgan is now dependent upon the outcome of the administrator's role with respect to DeMorgan. Should the carrying value of $150,000 be reduced to zero, the impact on the Company's net asset value would be 0.5 of one cent per share. The Company's principal business as an Internet Service Provider to the public remains cash flow positive. MTM ENTERTAINMENT: Signs Management Agreement --------------------------------------------- MTM Funds Management Limited, as single responsible entity for the MTM Entertainment Trust, signed a 4-year management agreement with Lord Howe Associates Pty Ltd (Lord Howe) for the management of the Trust's Imax theatres. The principals of Lord Howe are Peter Ivany and Colin Resnick. NORMANDY MINING: AMC Arranges SMP Capital Increase -------------------------------------------------- Normandy Mining Limited's (Normandy) 62 percent owned subsidiary Australian Magnesium Corporation Limited (AMC) announced Monday arrangements for a capital raising for up to $525 million for the development of the Stanwell Magnesium Project (SMP). This is an important moment in the development of a light metals industry for Australia in which Normandy is proud to have played its part. The Federal and Queensland Governments have provided AMC with $100 million each either as loans or guarantees as part of AMC's project finance commitments. As part of and conditional on AMC's capital raising plans, Normandy has agreed to subscribe for $100 million of shares in AMC between 31 October 2002 and 31 January 2003. The subscription price will be the equivalent of the price effectively paid for ordinary AMC shares in AMC's capital raising. This subscription will leave Normandy's holding in AMC following the capital raising at approximately 28.4 percent Normandy has also increased its loan facilities available to AMC by $10.6 million to fund Stanwell Magnesium Project expenses until completion of the capital raising. Normandy's strong support of AMC includes the continuation of a $90 million contingent equity facility as previously agreed between Normandy, AMC and its lenders in June of this year. Normandy's commitments to the Stanwell Magnesium Project are within the bid conditions of AngloGold Limited's recently announced offer for Normandy shares. Normandy's Australian shareholders - registered as of Thursday 18 October 2001 - will receive a prospectus in the coming week and have an opportunity to participate in AMC's capital raising by subscribing for partly paid Distribution Entitled Securities. These securities will attract a Queensland Government loan financed 8 percent per annum distribution for three years on the issue price of the Distribution Entitlement Securities. Normandy shareholders will be entitled to a loyalty discount of 5 cents per security off the second installment of 30 cents, if the securities are held until 31 January 2003. The discount applies up to a maximum 30,000 securities per shareholder application. Subscriptions for AMC Distribution Entitled Securities may only be made on the application form which will accompany AMC's prospectus. Normandy believes these funding arrangements for the Stanwell Magnesium Project ensure its development and create for Normandy an investment of considerable strategic value. Normandy's strategy remains to focus on its gold business. UECOMM LIMITED: ASIC Provides Additional Disclosure --------------------------------------------------- As a result of enquiries from the Australian Securities and Investments Commission (ASIC), Uecomm Limited (Uecomm) Monday provided further disclosure on its revenue projections and expected loss position. Uecomm is a telecommunications carrier, primarily owned by United Energy Ltd. ASIC obtained documents from Uecomm relating to its revenue forecasts and was concerned that Uecomm's earlier announcement on 5 October 2001 may not have kept the market properly informed on its revenue projections and the effect on its profitability. Uecomm advised the market Monday that its projected revenue is likely to be closer to $31.6 million if the company's sales opportunities approximating $13 million fail to materialize. Uecomm has also advised that the company's actual earnings before interest, taxes, depreciation, amortization (EBITDA) will depend not only on the 2001 full revenues achieved, but also on the extent of any possible write down of the carrying value of assets and investments. Uecomm expects that its actual EBITDA loss for the year will be substantially greater than the $12.5 million loss projected in its earlier announcement on 25 June 2001. Richard Cockburn, ASIC Director Corporate Finance said Monday that a listed company must keep the market informed about any material changes to previously disclosed projections of revenue or profit. * ASIC Appoints Investment Companies Liquidator ----------------------------------------------- The Australian Securities and Investments Commission (ASIC) was successful in its application to the Victorian Supreme Court to have twenty-two unregistered investment schemes and the five companies that promoted and managed the schemes wound up. The Court has appointed Lindsay Maxstead of KPMG as liquidator to ABC Fund Managers Ltd, ABC Investment Management Pty Ltd, Allied Securities Pty Ltd, Tye Nominees Pty Ltd, Lingus Pty Ltd and the twenty-two illegal schemes. These companies share some common company directors and secretaries, including John James Gillies and Stephen Lynne Wharton. The unregistered investment schemes were promoted from 1995 to 1998 to clients and associates of Wharton Partners Pty Ltd, an accounting practice located in Toorak, Victoria. In excess of $100 million was raised for investment in the schemes in that period. Justice Warren accepted ASIC's contention that the twenty-two schemes were unregistered and had been promoted in contravention of the fundraising provisions of the Corporations Act. Justice Warren also accepted ASIC's contention that substantial loans connected with the schemes were nothing but shams designed solely to elicit a tax advantage. On this point Justice Warren concluded that the term "sham" was wholly appropriate to describe the nature of the operation that "was entered into in order to defraud the Australian Taxation Office". ASIC became aware of the matter through a routine surveillance operation, after ABC Fund Managers Ltd, a licensed dealer, failed to transfer its existing prescribed interests schemes to the new Managed Investment Schemes by 30 June 2000. 'This action was brought to rid the investment sector of businesses that ASIC believes operate outside the law and mislead the public', Jamie Orchard, Director Enforcement said. All orders sought by ASIC were granted by the Court. The defendants have applied for a stay of the orders and have indicated they will seek leave to appeal the decision. The matter is expected to return to the Court of Appeal on 26 October 2001. ASIC did not apply to wind up Wharton Partners Pty Ltd. ================================ C H I N A & H O N G K O N G ================================ HI SUN: Group Reorganization Proposal Effective Wednesday --------------------------------------------------------- Hi Sun Holdings Limited (Hi Sun Hold) advised market participants are requested to note that the Scheme relating to the reorganization proposals of Hi Sun Hold will become effective on Wednesday, 17/10/2001, the listing of which will be withdrawn. Dealings in the ordinary shares of HK$0.01 of Hi Sun Group Limited (Hi Sun Group) will commence at 10:00 a.m. on Wednesday, 17/10/2001 under the following arrangements: Stock Code Stock Short Name Board Lot ---------- ---------------- ----------- 818 HI SUN GROUP 1,000 shares Please also note that the "previous closing price" as indicated in the price pages of the shares of Hi Sun Group are quoted from those of Hi Sun Hold and are for reference only. MANDARIN RESOURCES: Executive Directors Resign ---------------------------------------------- The board of directors of Mandarin Resources Corporation Limited (the Company) (the Board) announced that on 12th October, 2001, the Board has received the resignation letters of Mr. Yeung and Ms. Yau, dated 11th October, 2001. The Board has resolved to accept the resignations of Mr. Yeung and Ms. Yau as executive directors of the Company with effect from 11th October, 2001. And accordingly, the special resolutions in respect to the removal of Mr. Yeung and Ms. Yau as executive directors of the Company have been withdrawn at the EGM. PASS FORWARD: Winding Up Petition Hearing Slated ------------------------------------------------ The petition to wind up Pass Forward Logistics (Hk) Limited is set for hearing before the High Court of Hong Kong on December 19, 2001 at 10:00 am. The petition was filed with the court on August 30, 2001 by Cheung Kong Yu of Room 2519, Choi Wu House, Choi Yuen Estate, Sheung Shui, New Territories, Hong Kong. NAN FANG: Winding Up Petition To Be Heard ----------------------------------------- The petition to wind up Nan Fang Kitchenware (HK) Limited is scheduled for hearing before the High Court of Hong Kong on January 2, 2002 at 9:30 am. The petition was filed with the court on September 6, 2001 by Bank of China (Hong Kong) Limited whose registered office is situated at No. 1 Garden Road, Bankof China Tower, Central, Hong Kong. PEARL ORIENTAL: Sees No Reason For Price, Volume Increase --------------------------------------------------------- Pearl Oriental Holdings 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 an increase. Save as disclosed in the Company's announcements dated 11 September 2001 and 18 September 2001 regarding the discussion of Mr Wong Kwan, the Chairman and Chief Executive of the Company, with a potential party on a possible disposal of all or part of his shareholding in the Company and the interim results announcement dated 26 September 2001, the Company 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 or may be of a price-sensitive nature. PRICERITE GROUP: Dispatch Of Rights Issue Circular Delayed ---------------------------------------------------------- The Board of Pricerite Group Limited announced that, as extra time is required for the Company to prepare the circular in respect of the Rights Issue, the dispatch of the circular for the Rights Issue will be delayed to on or before 17 October 2001. Save as announced herein, the timetable and other terms of the Rights Issue as set out in the Announcement remain unchanged. Reference is made to the announcement of the Company (Announcement) made on 9 October 2001 in relation to the Rights Issue of issuing Rights Shares in the proportion of 2 Rights Shares for every existing Share held as at the Record Date at the Subscription Price of $1.00 per Rights Share payable in full on acceptance. PURECO LABORATORIES: Winding Up Petition Hearing Set ---------------------------------------------------- The petition to wind up Pureco Laboratories (Hong Kong) Limited is scheduled to be heard before the High Court of Hong Kong on December 19, 2001 at 9:30 am. The petition was filed with the court on August 24, 2001 by Wong Ching Yuen, Joseph of Room 204, Wah Fung House, Ching Wah Court, Tsing Yi, New Territories, Hong Kong. ================= I N D O N E S I A ================= ASTRA INTERNATIONAL: Afghan Conflict May Delay Astra Agro Sale -------------------------------------------------------------- PT Astra International said that the proposed sale of PT Astra Agro Lestari may take longer than expected as investors focus on short-term priorities amid global economic and security concerns arising from the Afghanistan military campaign, AFX-Asia reported Saturday. "Maybe indirect[ly], yes, because the war will take a long time," Corporate Secretary and Vice President Aminuddin answered when asked whether the post-Sept 11 investment climate will make it harder for Astra International to divest its 64.7 percent stake in Astra Agro. Aminuddin stressed that the company is not desperate to sell Astra Agro to meet debt repayments, and is willing to hold out until it receives a satisfactory price offer. "The sale still depends on the price, it's not serious that we must sell," he reiterated. He added several companies including locally-listed PT Indofood Sukses Makmur and Malaysia-based IOI Corp Bhd have expressed interest in Astra Agro, but so far talks have been informal. Astra Agro was down 25 at 1,200 on 10.8 million shares. ========= J A P A N ========= ASAHI BANK: Considers Regional Split ------------------------------------ Asahi Bank is thinking over the option of splitting into regional banks after it joins forces with Daiwa Bank by the end of the fiscal year till next March 31, the Asian Wall Street Journal reported Monday, quoting Asahi president, Yukio Yanase. Asahi and Daiwa banks announced on September their intention to integrate operations to form Japan's fifth-largest banking group with combined assets of Y50.4 trillion. Yanase further said that in order to differentiate itself from other major banking groups such as Mizuho Holdings, the new merged bank would turn its attention more on the retail business. The impending merger will facilitate the streamlining of Asahi's operations in order for it to gain financial strength. DAIEI INC.: New Employees Reassured ----------------------------------- President Kunio Takagi told 400 new employees of Daiei Inc. that the company is essentially different from the failed Mycal Corporation because it enjoys solid support from its main creditors, the Asian Wall Street Journal reported Monday. The bank's four main creditors have extended the retail giant a Y500 billion commitment line to help it raise the necessary funding. The company, during the past year has incurred a total of Y2.6 trillion in debts and the interest payments on the debts have exceeded its income. DAIEI INC.: UFJ Heads Pledge Support ------------------------------------ Kaneo Muromachi and Hideo Ogasawara, president-designate and chairman-designate, respectively, of UFJ Bank have promised to continue financially supporting the embattled Daiei Incorporated, Kyodo News reported on Monday. Kaneo Muromachi, who also serves as Sanwa Bank president, said that UFJ's support to Daiei "hasn't budged an inch". He reasoned out that the retail giant's current reconstruction program is the cause of such unswerving support. The UFJ Financial Group is made up of the Sanwa and Tokai banks as well as the Toyo Trust & Banking Corporation. DAIWA BANK: Posts Group Net Loss Of Y140B ------------------------------------------ Daiwa Bank will post a group net loss of Y140 billion in the six months to September 30 due to a drop in the value of its share portfolio and rise in bad loan write-offs, compared with an earlier projected group net profit of 500M yen, Agence France- Presse reports. "[The loss is] due mainly to heavier book losses on our securities portfolio," Daiwa said. Japan's stock market has shed about 25 percent of its value over the six months to September, leaving Daiwa with a Y310 billion loss on securities. MINOLTA CO.: Moody's Reviews Ba2 Rating For Possible Downgrade -------------------------------------------------------------- Moody's Investors Service has placed Minolta Co., Ltd. (Minolta)'s Ba2 senior unsecured long-term debt ratings under review for possible downgrade. The rating review is based on Moody's growing concern that Minolta's business fundamental has been weakening as a result of intensifying global competition especially in its document processing equipment business, mainly copiers and printers, which is the major profit contributor for the company. Given the current downturn in the global economic environment and continuous severe competition, Moody's expects that Minolta's operating performance may not recover to the former level in the near term. In the review, Moody's will assess Minolta's ability to increase its market competitiveness, and examine whether the company's recently announced structural reform is sufficient enough for the company to improve its operating efficiency and earnings. Moreover, Minolta has been relying mostly on short-term bank borrowings for its funding. Minolta is exposed to higher refinancing risk compared to other companies. Moody's will assess how well the company can manage its refinancing needs. Minolta Co., Ltd., headquartered in Osaka, Japan, is one of the world's leading manufacturers of business machines and cameras. Its consolidated sales were Yen464 billion for the fiscal year ending March 31, 2001. NISSAN MOTOR: Ponders Renault Stake Purchase -------------------------------------------- Contrary to earlier reports that it had plans to acquire a 15 percent stake in French automaker Renault SA, Nissan Motor Co. said that it was still considering the issue, the Asian Wall Street Journal reported Monday. Nissan and Renault have been partners since 1999, the French company having a 36.8 percent stake on the Japanese automaker. There were also reports that Renault plans to up its current stake to 44.4 percent. Although nothing has been decided regarding the possible Renault stake purchase, Nissan officials have said that buying into Renault as part of the tie-up would be the right move in order for the alliance to become more effective. ========= K O R E A ========= ASIANA AIRLINES: Granted W100B Bridge Loans By Creditors -------------------------------------------------------- Troubled carrier Asiana Airlines will receive a total of W100 billion in bridge loans from its creditor banks, the Asian Wall Street Journal reported Monday. Both Korea Development Bank and Korea Exchange Bank are granting W30 billion each to the troubled South Korean flag carrier. Hanvit Bank and Chohung Bank will also lend W20 billion each. The loans' repayment will be made through proceeds of Asiana's issuance of W250 billion in asset-backed securities happening next month. The troubled airline company has about W200 billion in commercial papers maturing by the end of the year. DAEWOO MOTOR: Bupyeong Plant Takeover Never Intended ---------------------------------------------------- A document recently released by Daewoo Motor to visiting U.S. dealers revealed that General Motors is truly not interested in taking over the ailing Korean automaker's main Bupyeong plant, even after a 6-year grace period as originally agreed upon, the Korea Herald reported Tuesday. The document made it clear that the U.S. auto giant will not take over the Bupyeong car plant. According to the report, "a behind-the-scenes" agreement could have been reached which would effectively free GM from any obligation to acquire the aging car plant." Previously, a memorandum of understanding entered by both parties September 21 detailed the eventual acquisition of the Bupyeong plant only after a six-year grace period and only after GM acquired four other of the ailing Korean auto maker's car plants. HAITAI CONFECTIONERY: New CEO Elected ------------------------------------- Leading consumer product confectionery producer, Haitai Confectionery announced Monday that it had appointed a new President and CEO in the person of Cha Suk-yong, the Korea Herald reported Tuesday. Cha, previously spent 15 years in U.S.- based company Procter & Gamble and was, before his recent appointment, in charge of establishing and running the U.S. consumer products company's Korean operations. He is credited with leading the company growth in size and profit and for successfully acquiring and integrating Ssangyong Paper Co. for a reported US$350 million. HYNIX SEMICONDUCTOR: Rival Micron Drops 11% Due To Hwang Comment ---------------------------------------------------------------- Comments made by Trade Minister Hwang Doo-yun regarding Hynix Semiconductor's supposed non-violation of any World Trade Organization regulation have caused rival Micron Technology Inc. (MU) shares to slide nearly 11 percent on Monday, the Asian Wall Street Journal reported October 15, quoting trend analysts. Last week, Trade Minister Hwang Doo-yun issued a statement saying that loans by state-controlled banks to cash-strapped Hynix don't go against any regulation by the World Trade Organization. Such comments are being construed by investors as detrimental to competitor Micron Technology because this could imply that an ailing rival, in this case Hynix, will be kept afloat within the severely depressed memory-chip market. Analysts further say that the more Hynix stays in the business, the more pricing for DRAM chips is going to fall. HYUNDAI ENGINEERING: Sells Chinese Building Stake For US$95M ------------------------------------------------------------ As part of its ongoing restructuring efforts, Hyundai Engineering & Construction Co. sold its 25 percent stake in the Hyundai Millenium Tower located in Beijing, China to U.S. real estate investment company, Hines Interest L.P. for a reported US$95 million, the Asian Wall Street Journal reported Friday. The building is co-owned by Hyundai Engineering together with Hyundai Motor Co., which owns a 37.5 percent stake, Hyundai Corp., which owns a 25 percent stake, and Hyundai Merchant Marine, which owns a 12.5 percent stake. The company said that it had previously signed the contract last July but it had to wait for the final approval of the Chinese government. Proceeds of the sale of the 24-story office building is expected November. HYUNDAI SECURITIES: Stake Sale To AIG May Be Delayed ---------------------------------------------------- An official of the Financial Supervisory Commission said that the sale of controlling stakes in Hyundai Securities and two other Hyundai financial affiliates to American International Group Inc. (AIG) may drag beyond the end-of-October deadline, according to a Friday article in The Asian Wall Street Journal. The probable reason for any delay may be that AIG was partly affected by the recent September 11 terrorist attacks, the unnamed official said. The same official, however, said that both parties are still currently in negotiations and could still possibly meet the original deadline to sign a final agreement. Late last August, AIG and U.S.-based W.L. Ross & Co. signed a preliminary agreement with the Korean government to acquire controlling stakes in Hyundai Securities Co., Hyundai Investment Trust & Securities Co. and its unit Hyundai Investment Trust Management Co. for a reported W1.1 trillion. * 25 Troubled Companies Slated For Liquidation * ---------------------------------------------- The Financial Supervisory Commission (FSC) said South Korean creditor banks are planning to liquidate an additional 25 financially ailing Korean companies, the Asian Wall Street Journal reported Monday. Among the companies were Samsung Motors Inc., which already sold its main business operations to Renault SA, and Haitai Confectionery Co., which was acquired for W415 billion early in October by a foreign consortium composed of CVC Capital, JP Morgan and UBS Capital. The financial watchdog, without elaborating further, said that the list also included eight publicly traded companies. Creditor banks, as of September have been reviewing the financial viability of a total 1,061 companies, and 141 of these have recently been declared non-viable. The companies have been ordered liquidated, merged or sold. =============== M A L A Y S I A =============== AMSTEEL CORPORATION: Submits Proposed GWRS Application To SC ------------------------------------------------------------ Amsteel Corporation has submitted the application in respect of the Revised Proposed Group Wide Restructuring Scheme (Proposed GWRS) to the Securities Commission on 11 October 2001. On 5 October 2001, KLSE approved the Company's application for extension of time to 25 October 2001 pursuant to Practice Note No. 4/2001. BESCORP INDUSTRIES: Posts Defaulted Payment Status -------------------------------------------------- Bescorp Industries Berhad (Special Administrators Appointed)(BIB or the Company), as required by the Kuala Lumpur Stock Exchange Practice Note 1/2001, provided an update on its default in payment, which is found at http://www.bankrupt.com/misc/Bescorp.xls The default by BIB as of 30 September, 2001 amounted to RM35,750,000.00 made up of a principal sum, plus RM20,057,782.68 in interest for revolving credit facilities. As of 30 September, 2001, the remaining subsidiary companies of BIB, namely Bescorp Construction Sdn. Bhd. (In Liquidation), Bescorp Piling Sdn. Bhd. (In Liquidation), Bescorp Concrete Sdn. Bhd. (In Liquidation), Bespile Sdn. Bhd. (In Liquidation) and Waktu Cerah Sdn. Bhd., defaulted on a total sum of RM140,199,969.57 made up of a principal sum of RM57,324,000.00 plus RM26,753,262.76 in interest for revolving credit facilities, term loan, and banker's acceptance and overdraft of RM56,122,706.81. There are no further developments since our previous announcement with regard to the Practice Note. EPE POWER: Further Defaults Interest Payment -------------------------------------------- EPE Power Corporation Berhad (The Company) has further defaulted on the payment of monthly interest of RM694,104.73 due to several banks (Lenders) under its revolving credit (RC) facilities. The total principal outstanding on the RC facilities as of 13 October 2001 is RM94.6million. With the assistance of Commerce International Merchant Bankers (CIMB) as the financial advisor, the Company has presented a debt restructuring scheme to the Lenders and the debt restructuring agreement and relevant documentation are currently under preparation. LION CORPORATION: Submits Proposed GWRS To Securities Commission ---------------------------------------------------------------- The Directors of Lion Corporation Berhad announced that the Company submitted the Proposed GWRS application to the Securities Commission on 11 October 2001. Reference is made to these announcements by the Company on the respective dates: i) 5 October 2001 - The approval of the KLSE in respect of the Company's application for extension of time to 25 October 2001 pursuant to Practice Note No. 4/2001 ii) 8 October 2001 - Revised Proposed Group Wide Restructuring Scheme (Proposed GWRS). MAN YAU: EGM To Be Held On November 8 -------------------------------------- The Board of Directors of Man Yau Holdings Berhad (the Company), announced that an Extraordinary General Meeting of the Company will be held at Flamingo II, 7th Floor, Pearl International Hotel, Batu 5, Jalan Klang Lama, 58100 Kuala Lumpur on 8 November 2001 at 11.00 a.m. for the purpose of considering and, if thought fit, passing the following resolutions, with or without modifications. Please check http://www.bankrupt.com/misc/Man_Yau_EGM.docto see details of Notice Of Extraordinary General Meeting. Visit http://www.bankrupt.com/misc/Man_Yau_MCMeeting.docto see Notice Of Meeting Of Members and Creditors. MAN YAU: Posts Notice To Creditors ---------------------------------- Man Yau Holdings Bhd (the Company) posted an important notice to Creditors (Scheme Creditors) of the Company, Man Yau Plastic Factory (Malaysia) Sdn Bhd and Wang Corporation Sdn Bhd (collectively the "Scheme Companies"). All Scheme Creditors having claims against the Scheme Companies are required to take note of: (a) All Scheme Creditors are required to prove for the amount claimed. The Scheme Companies shall only be obliged to settle any debt to the extent that the Scheme Creditor is able to provide the necessary documentary evidence establishing the claims for such amount as provided for in Section 3.1.7.6 of the Explanatory Statement of Man Yau Holdings Berhad dated 15 October 2001. (b) The Scheme Companies, on 9 April 2001, issued notices to their creditors appearing in their financial records requiring such creditors to prove their debts (the Proof of Debt Exercise). The Scheme Companies have also advertised such notices in the Berita Harian and the New Straits Times on 9 April 2001 and 11 April 2001 respectively. (c) TAKE NOTICE THAT FOR SCHEME CREDITORS WHO HAVE NOT SUBMITTED THEIR PROOFS OF DEBT, THE SCHEME COMPANIES REQUIRE THAT SUCH SCHEME CREDITORS TO SUBMIT THEIR PROOFS OF DEBT WITHIN 30 DAYS FROM THE DATE OF COURT SANCTION OF THE PROPOSED DEBT RESTRUCTURING SET OUT IN THE AFORESAID EXPLANATORY STATEMENT. (d) Within 30 days after receipt by the Scheme Creditor of notice of Court sanction of the respective scheme of arrangement pursuant to the aforesaid Proposed Debt Restructuring (SOA), such Scheme Creditor who has had notice of: (i) the terms of the Proposals as set out in the aforesaid Explanatory Statement including the relevant SOA applicable to such Scheme Creditor; (ii) the meetings of the relevant Scheme Creditors pursuant to the Proposed Debt Restructuring as set out in the aforesaid Explanatory Statement; Whoever was furnished with a copy of this notice shall, if such Scheme Creditor fails to submit its claim/proof of debt within the period stipulated above, be deemed to have abandoned and waived his/her/its claim against the relevant Scheme Company. MANCON BERHAD: Subsidiaries Submit Strike-Off Application --------------------------------------------------------- Mancon Berhad informed that the following subsidiaries of the Company and subsidiaries of Perwik Sdn Bhd (a 65 percent owned subsidiary of the Company), had submitted an application for striking-off under Section 308, Companies Act, 1965 to the Registrar of Companies: Subsidiaries of Mancon Berhad Company: 1) Mancon Marine Sdn Bhd 420028-D 2) Mancon (Sarawak) Sdn Bhd 438201-X Subsidiaries of Perwik Sdn Bhd Company: 1) Perwik Civil Engineering Sdn Bhd 441266-D 2) Perwik Corporation Sdn Bhd 440739-X 3) Perwik Heavy Equipment Sdn Bhd 439745-A 4) Perwik Holdings Sdn Bhd 441167-V PACIFICMAS BERHAD: Proposed Utilization To End By Feb 2002 ---------------------------------------------------------- Malaysian International Merchant Bankers Berhad announced, on behalf of the Board of Directors of Pacificmas Berhad (formerly known as The Pacific Bank Berhad) (PacificMas or Company), that the Proposed Utilization is expected to be completed by end- February 2002. On October 5, 2001, an announcement was made by Malaysian International Merchant Bankers Berhad, on behalf of PacificMas, in relation to the proposed utilization of part of the cash proceeds from the disposal by PacificMas of its banking business for the following (Proposed Utilization): - Proposed acquisition of the entire issued and paid-up share capital of Konsortium Insurans Berhad for a cash consideration of RM83,500,000; and - Proposed acquisition of the remaining 25 percent of the issued and paid-up share capital of Pacific Mutual Fund Bhd for a cash consideration of RM5,937,500. PICA (M) CORPORATION: Legal Proceedings Still Pending ----------------------------------------------------- Pica (M) Corporation Bhd (Pica or the Company), informed that the Company was served with an application pursuant to Order 14 of the High Court Rules for summary judgment against the Company, to which the Company had filed a reply in defense. Apart from the above, the proceeding is still pending. TECHNO ASIA: Monthly Report Submitted To KLSE --------------------------------------------- Techno Asia Holdings Berhad, pursuant to PN 4/2001 in relation to paragraph 8.14 of the Revamped Listing Requirements of the KLSE, and being an affected listed issuer, announced that in compliance with the obligation imposed under the practice note, the monthly report for the month of September 2001 accompanied by the statutory declaration duly executed by the Special Administrators had been submitted to the KLSE on 12th October, 2001. ===================== P H I L I P P I N E S ===================== METRO PACIFIC: Megaworld Interested In Bonifacio Project -------------------------------------------------------- Metro Pacific Corporation's stake in its Bonifacio Global City project has apparently attracted the attention of Philippine property holding company Megaworld Corp., the Asian Wall Street Journal reported Monday. Megaworld's interest in the debt-laden company's controlling stake was confirmed by a Metro Pacific disclosure on the Philippine Stock Exchange. However, company sources downplayed Megaworld's interest citing the current economic downturn facing Asian markets as a result of the recent terrorist attacks. Lately, Metro Pacific, a unit of Hong Kong's First Pacific Co., has been looking for options in order to return to profitability. The sale of a portion or a controlling interest in its Bonifacio Land Corp., is one such option. As of the end of June, Metro Pacific's total debt stood at P24.2 billion. NATIONAL POWER: Jardine, Marsh Deny Keeping Firms From Auction -------------------------------------------------------------- Jardine Lloyd Thompson Insurance Brokers Inc and Marsh Philippines, the two insurance brokers which handled the recently expired insurance policy of the National Power Corp. (Napocor) have denied allegations that they dissuaded firms from participating in a recently held government auction. The auction was part of a search for new brokers for the ailing power company's insurance program, Business World reported yesterday. Representatives of the two companies said that the failure of the bidding was due to the adverse impact of the terrorist attacks on the U.S. in relation to the international reinsurance market. Since the bidding was supposed to select brokers which will look for re-insurers to partly absorb the risks of Napocor's insurer, the Government Service Insurance System (GSIS), the participating brokers couldn't submit premium quotes for the auction considering re-insurers themselves are reassessing premium rates due to huge losses incurred in the wake of the terrorist attacks. In a previous interview, Jesus Alcordo, Napocor president partly blamed the failed bidding to alleged blocking maneuvers employed by the holding brokers, in this case, Jardine and Marsh. The two firms have been GSIS's brokers for Napocor's policy since the late 1990's. NATIONAL STEEL: New Proposal Submission Deadline Set ---------------------------------------------------- Investors who are interested in temporarily operating the troubled National Steel Corporation's (NSC) Iligan plant have until October 23 to submit their proposals, Business World reported Tuesday. NSC liquidator Danilo Concepcion, who sent out notices of invitation Monday, said the sealed proposals should be submitted to the office of Trade and Industry Secretary Manuel A. Roxas II no later than October 23. Only Austrian firm Voest Alpine submitted a proposal to the Department of Trade and Industry-led committee during the original bidding schedule set last September 2. Another prospective investor, Allengoal Steel Fabrication and Trading Corp. chose instead to submit its proposal to the Securities and Exchange Commission. REYNOLDS PHILIPPINES: 40% Stake Acquired By Land Bank ----------------------------------------------------- Land Bank of the Philippines is now the single largest shareholder in Reynolds Philippines Corp. (RPC), following its acquisition of a 40 percent stake in the troubled aluminum sheet manufacturer, Business World reports Friday. The acquisition immediately followed Reynolds management's approval to convert its P2.5 billion debt into equity. The debt-to-equity agreement is part of a debt-restructuring program and is supposed to further strengthen Land Bank's holdings in the company considering that the latter is also the company's biggest creditor. The restructuring program aims at evening out RPC's balance sheets enticing strategic investors, who will infuse the much- needed capital. RPC owes over P2.5 billion in total debts to both secured and unsecured creditors. Half of the loan was secured from Land Bank. ================= S I N G A P O R E ================= CAPITALAND LIMITED: Unit Announces Resignation Of Directors ----------------------------------------------------------- The Board of Directors of CapitaLand Limited subsidiary Hind Hotels International Limited announced that Khor Thiam Beng and Roland Wee Beng Sing have resigned as Directors of the Company effective October 15 2001. Consequent to their resignation as directors of the Company, they have also ceased to be members of the Audit Committee with effect from the same date. The Board also announced that Lee Kut Cheung and Koh Kia Meng, who have been appointed as directors of the Company effective October 15 2001, will be appointed as members of the Audit Committee, such appointment to take effect on the same date. Lee and Koh are now considered Independent Directors. HONG LEONG: Posts Changes in Shareholder's Interests ---------------------------------------------------- Hong Leong Singapore Finance Limited, posted on October 15 a notice of changes in substantial shareholder Hong Leong Investment Holdings Pte. Ltd's deemed interests. The notice appears as: Notice Of Changes In Substantial Shareholder's Deemed Interests Name of substantial shareholder: Hong Leong Investment Holdings Pte. Ltd. Date of notice to company:15 Oct 2001 Date of change of interest: 12 Oct 2001 Name of registered holder: Tudor Court Gallery Pte Ltd Circumstance giving rise to the change: Others Please specify details: Open Market Purchase HLIH has deemed interest in these shares held in the name of the registered holder, Tudor Court, an indirect subsidiary of HLIH. Shares held in the name of registered holder No. of shares of the change: 145,000 Percent of issued share capital: 0.034 Amount of consideration per share excluding brokerage, GST, stamp duties, clearing fee: S$1.4081 No. of shares held before change: 5,361,000 Percent of issued share capital: 1.246 No. of shares held after change: 5,506,000 Percent of issued share capital: 1.279 Holdings of Substantial Shareholder including direct and deemed interest Deemed Direct No. of shares held before change: 105,936,582 99,608,176 Percent of issued share capital: 24.617 23.146 No. of shares held after change: 106,081,582 99,608,176 Percent of issued share capital: 24.651 23.146 Total shares: 106,081,582 99,608,176 Note: Percent of issued share capital is based on the Company's issued share capital of 430,340,464 shares of S$1.00 each as at 12 October 2001. HONG LEONG: Posts Changes In Shareholder's Deemed Interests ----------------------------------------------------------- Hong Leong Singapore Finance Limited on October 15, posted a notice of change in substantial shareholder Kwek Holdings Pte Ltd's deemed interests. The full text of the notice is: Notice Of Changes In Substantial Shareholder's Deemed Interests Name of substantial shareholder: Kwek Holdings Pte Ltd ("KH") Date of notice to company: 15 Oct 2001 Date of change of interest: 12 Oct 2001 Name of registered holder: Tudor Court Gallery Pte Ltd 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, Tudor Court, an indirect subsidiary of Hong Leong Investment Holdings Pte. Ltd. Shares held in the name of registered holder No. of shares of the change: 145,000 Percent of issued share capital: 0.034 Amount of consideration per share excluding brokerage, GST, stamp duties, clearing fee: S$1.4081 No. of shares held before change: 5,361,000 Percent of issued share capital: 1.246 No. of shares held after change: 5,506,000 Percent of issued share capital: 1.279 Holdings of Substantial Shareholder including direct and deemed interest Deemed Direct No. of shares held before change: 205,544,758 0 Percent of issued share capital: 47.763 0 No. of shares held after change: 205,689,758 0 Percent of issued share capital: 47.797 0 Total shares: 205,689,758 0 Note: Percent of issued share capital is based on the Company's issued share capital of 430,340,464 shares of S$1.00 each as at 12 October 2001. =============== T H A I L A N D =============== PROPERTY PERFECT: Holding Info Meeting October 24 ------------------------------------------------- Property Perfect Public Company Limited (the Company), per the discussion regarding its intention to provide certain information relating to the Rehabilitation Plan (the Plan) approved by the Central Bankruptcy Court, and certain other information relating to the business of the Company for the benefits of the shareholders, analysts, investors and the general public, has arranged for a meeting. The details: Date : 24 October 2001 Time : 1:30 PM - 3:30 PM Venue : Grand Hyatt Erawan Hotel Ballroom 1 Interested shareholders, analysts, investors and the general public in the Information Meeting should contact the following person no later than 19 October 2001: Khun Nantachaporn Visetsing Property Perfect Public Company Telephone: 0-2247-7500 Ext. 121 Fax: 0-2247-3328 SUPALAI PUBLIC: SET Grants Securities Trading --------------------------------------------- Starting from October 17, 2001, the Stock Exchange of Thailand (SET) allowed the securities of Supalai Public Company Limited (SUPALI) to be traded on the SET after finishing capital increase procedures. Name : SUPALI Issued and Paid up Capital Old : Bt607,498,970 New : Bt646,374,970 Allocate to : Convertible bondholders 81,447 shares Conversion Ratio : Convertible bond : Common stock 1: 47.7316 Conversion Price : Bt20.95 Exercise Date : 3 October 2001 THAI INDUSTRIAL: Advisor Offers Opinion On SKTY Tender Offer ------------------------------------------------------------ The Extraordinary General Shareholders Meeting No.1/2544, held on September 20, 2001 has approved to delist the ordinary shares of Thai Industrial Gases Public Company Limited ("the Company" or "TIG") from the Stock Exchange of Thailand ("SET"). The Board of Governors of the SET has approved the application for delisting the ordinary shares on September 24, 2001 with the conditions requiring offeror to make a tender offer from remaining shareholders. The maximum tender offer period is 45 days. A report regarding the result of tender offer is to be prepared within 5 working days from the final date of tender offer. In this regard, SKTY (Thailand) Limited ("SKTY"), which is the major shareholder of TIG holding 54,415,666 shares accounted for 52.48 per cent of the total ordinary shares issued, has made a tender offer to purchase all the issued and outstanding ordinary shares of TIG from the shareholders at Bt34 per share as given in its submission of Tender Offer Statement, dated October 8, 2001. BankThai Public Company Limited ("Advisor") has been appointed as an independent financial advisor for the shareholders to give an opinion on the tender offer for ordinary shares of TIG. An Independent advisor is required to give opinion on the terms of the tender offer, the tender offer price and the impact of the tender offer on TIG and its shareholders. This opinion is based on the Tender Offer Statement (Form 247-4) date October 8, 2001, review of the management and Annual Registration Statement (Form 56-1), the details are: 1. Transaction According to the Tender Offer Statement of the Offeror dated October 8, 2001, the transaction entails offer to purchase 497,870 ordinary shares of TIG representing 0.48 per cent of total issued and fully paid-up ordinary shares at the offer price of Bt34 per share. The Seller of TIG shares will have to pay a commission at the rate of 0.25 per cent of the offer price plus 7 per cent value-added-tax ( VAT ) on such commission. Therefore, the net price received by sellers will be Bt33.9091 per share. The tender offer period will be between 9.00 a.m. and 4.30 p.m. during working days of ING Baring Securities (Thailand) Limited beginning from October 9,2001 to December 13, 2001, in total 45 days. The offer price and offer period are final and will not be amended. The Offeror, SKTY ( Thailand ) Limited, with reference to the information from the Annual Registration Statement (Form 56-1) as on September 30, 2000 held 13.08 per cent of the total issued and fully paid-up ordinary shares in TIG and it further purchased ordinary shares including shares from 3 other major shareholders of the company, Siam Cement Public Company Limited, Siam Commercial Bank Public Company Limited and CPB Equity Company Limited on June 5,2001 which resulted in Offeror shareholding in the company increasing to 45.44 percent of total issued and fully paid-up ordinary shares. Additionally, BOC Gases Australia Limited, a major shareholder holding 49 per cent of total issued ordinary shares in the Offeror, is also a major shareholder in the company holding 47.04 percent of total issued and fully paid-up shares. Therefore, BOC Gases Australia Limited and the Offeror, SKTY (Thailand) Limited, together hold 95,876,315 ordinary shares, which is equivalent to 92.47 percent of the total issued and fully paid-up ordinary shares of TIG. Further, SKTY made a tender offer to purchase all the remaining shares in order to comply with the regulatory conditions set forth in the notification of the Securities and Exchange Commission No. Kor Kor 4/2538 on the Rules, Conditions and Procedures for Acquisition of Securities for Business Takeover, dated March 6, 1995. SKTY, in compliance with SEC rules, had made a tender offer to purchase all of the remaining issued ordinary shares 7,803,685 representing 7.53 per cent of the total issued and fully paid-up ordinary shares of TIG. The tender period was from June 18, 2001 to July 23, 2001. The tender resulted in increased shareholding by SKTY to 54,415,666 shares which is equivalent to 52.48 per cent and together with shares help by BOC Gases Australia Limited total shareholding is 103,182,130 shares representing 99.52 per cent of the total issued and paid-up capital of TIG. 2. Opinion on TIG Historical Performance Thai Industrial Gases Public Company Limited was established on March 4,1970 as a joint venture between BOC Gases Australia Limited, a company in BOC Group (Britain), the Siam Commercial Bank Public Company Limited and The Crown Property Bureau. The company was established with an objective to produce, import and distribute industrial gases for industrial application, medical gases, as well as providing related services and equipment installation. Type of Business Main business of TIG and its subsidiaries is to produce and distribute gases such as Oxygen, Nitrogen, Argon in gas and in liquid form. Further, TIG imports special gases from overseas for distribution to customers in industrial and medical and, also sells and provides equipment installation service. Type of Customer The company mainly distributes and supplies gases directly to its customers. The major customers are manufacturing industries from various sectors, like Petrochemicals, Frozen food, Metals and others. Further, gases supplied for Medical use are distributed directly or through agents mainly to the Government Hospitals and Private Hospitals. The gases are distributed and supplied to customers through 3 major channels: Deliver gas by pipeline, Deliver liquid gas in bulk through road tankers, Deliver compressed gas in cylinders. TIG's subsidiaries and affiliates TIG, its subsidiaries and affiliates are all in the business of producing and distributing a variety of gases. Currently, TIG has 3 subsidiaries, 4 direct affiliates and 1 indirect affiliates, in total 8 operating companies in the group. The gases are produced through setting-up air separation units which have many steps in the production process. The plants are in 16 locations within Thailand. During the years 1998 to 2000, despite facing difficulty from economic crisis impact, TIG reported continuing sales growth. The strategy was to expand its sales and distribution to the customers in potential growth businesses e.g. Frozen food industry. The company improved operating efficiency as well as productivity helped in reducing production costs per unit and selling and administrative expenses ratio. Further, downward movement of interest rates reduced the interest expense of the company significantly. Even the company performance in 1998 was effected with loss carried from year 1997 resulted from write down in investments due to the cancellation of a project of its affiliate, Electronic Gases ( Thailand ) Limited (EGT ), which was affected by the domino impact from the failure of its only customer. The company turned profitable again in the year 1999 with a net profit of Bt67.41 million, which further increased to Bt161.60 million in the year 2000. The dividends paid were approximately 31 per cent and approximately 35 per cent of net profit for the years 1999 and 2000 respectively. For the first 9 month of year 2001, the sales growth of the company is 7 per cent compared to that of the previous year while net profit for the period has increased by 45 percent. The reasons stated for this are improvement in performance of the company and its subsidiaries. Further, the reduction in interest expense due to repayment of loan principal during the year. 3. Opinion on the Tender Offeror SKTY (Thailand) Limited was established under the laws of Thailand on November 19, 1997 which presently has a registered capital of Bt343 million. Its main business is holding of investments in TIG. SKTY ( Thailand ) Limited was formed as a joint venture between BOC Gases Australia Limited holding 49 per cent of total issued ordinary shares and KTPV ( Thailand ) Limited holding 50.99 per cent of total issued ordinary shares. The remaining shareholding is with minorities. BOC Gases Australia Limited is registered in Australia to produce and distribute industrial gases. The major shareholders of BOC Gases Australia Limited are BOC AIP LP Company and BOC Australia PTY Limited, which are group companies of the BOC Group (Britain) which is regarded as one of the leading producer and distributor of industrial gases and provider of technology and related equipment in more than 60 countries worldwide. Total sales per year of BOC Group (Britain) are more than GB Pound 3,800 million and net profit more than GB Pound 300 million. The BOC Group Public Company Limited is listed on the London Stock Exchange and New York Stock Exchange. KTPV ( Thailand ) Limited was established under the laws of Thailand, the major shareholders are BOC Gases Australia Limited representing 48.99 per cent and Thai investor, Mr. Kasemsan Kiangsiri representing 51 percent of total shares. The remaining shareholding is with minorities. SKTY is an affiliate of BOC Group which is a leading operator in the industrial gases segment worldwide. BOC Group has provided technology and management support to TIG continuously. 4. Opinion on the Source of Funds to Finance the Tender Offer The Offeror has to use Bt16.9 million in purchasing 497,870 ordinary shares tendered at an offer price of Bt34 per share. The Offeror will use its existing working capital of approximately Bt73 million deposited in its saving account with Siam Commercial Bank Public Company Limited. The Offeror has a letter of confirmation issued by Siam Commercial Bank Public Company Limited attached in appendix 3 of the Tender Offer ( form 247-4 ) dated October 8, 2001 5. Opinion on the Tender Offer Price In advising on the Tender Offer Price, Advisor has applied various methods in the valuation of TIG shares for comparison to the Tender Offer price. The valuation methods used are as follows. Historical Market Price TIG's historical market price before the Offeror submitted the statement of firm intention to make a tender offer (Form 247-3) on September 27, 2001, are as follows : According to the above table, the average market price for the previous 90 to 360 days was in the range of Bt20.57 to Bt33.75 per share which is 0.73 to 39.50 per cent lower than the Tender Offer price of Bt34 per share. 5.2 Comparable Company Analysis The valuation method uses financial ratio of other companies listed in the same sector as TIG on the Securities Exchange of Thailand ( "SET" ) for comparison purposes. TIG is a listed company in the energy sector wherein companies listed are operating in various types of businesses. There is no listed company on the SET doing the same business as TIG. Certain companies, due to their specific business operations, have higher financial ratios compared to others. However, Advisor is of the opinion that TIG business has features of energy sector and therefore, has selected the sector for valuation approach with comparable listed companies. Discounted Free Cashflow Approach Free Cash Flow to the Firm was prepared by using the following sources of data ; 1. Audited Consolidated Financial Statements of the company for the years ended September 30,1998 to September 30, 2000 and Reviewed Interim Consolidated Financial Statement of the company for the nine-months ending on June 30, 2001 2. Annual Registration Statement (Form 56-1) for the year 2000 3. Management interview 4. Financial forecast of the company for the year 2001 2006 based on assumptions provided by the management of TIG The main assumptions provided by the company are: 1) Sales Revenue Sales revenue for the year 2001 was budgeted to increase by 12 per cent while actual sales growth achieved in the first nine month of the fiscal year ending June 30, 2001, is 7 per cent over the corresponding period. For the future years it is projected to achieve 6 per cent sales growth per annum. The projected sales growth rate is based on Gross Domestic Product and Inflation growth rates for the given period. 2) Gross Margin Gross Margin is projected to increase from 32 per cent in the year 2000 to approximately 34 per cent in the projection period. The increase in gross margin results from higher capacity utilization for increasing sales of high margin products e.g. Compressed Gas in Cylinders. 3) Selling and Administrative Expenses The selling and administration expenses are forecasted to be approximately 16 per cent of sales revenue each year which is close to the actual ratio for year 2000. 4) Capital Expenditure Capital expenditure during the year 2001 - 2006 is forecasted to be 10-11 per cent of the sales for each year for the purposes of plant, equipment and fleet maintenance and replacement. 5) Corporate Tax The company and its subsidiaries have been granted corporate tax exemption privileges by BOI at different times which will gradually expire over the forecast period. The corporate tax rate during the year 2001 - 2005 will be approximately 15 per cent and will increase to 25 per cent 30 per cent in the years onward. 6) Projected Free Cash Flow Base on projected capital expenditure for each year projected Free Cash Flow will be ranging around Bt600 million between the year 2001 2006. 7) Terminal Growth Rate Terminal growth rate of 1 per cent on free cashflow from year 2006 onwards. The forecast is based on conservatism considering internal projections of the company for future investments. The assumed rate gives terminal value at 4 times EBITDA for the year 2006. Dividend Discount Model The method values shares of a company based on expected dividend per share in the future by investor. The company has been inconsistent in its dividend pay-outs in the past few years resulting in difficulty in forecasting dividend pay-outs in the future. However, we have used 35 per cent dividend pay-out ratio for valuation purpose and discounted by the company's Cost of Equity (Ke). The result is illustrated below; Cost of Equity (per cent) Price per share ( Baht ) 14.62 20.61 13.62 21.58 12.62 22.60 The share price is in the range of Bt20.61 to Bt22.60 which is 33.53 per cent to 39.38 per cent lower than the tender offer price. Net Asset Value Approach The net asset value approach depends on the market price of assets appraised by an independent appraiser. The book value of assets will be adjusted using appraised value to revise value of assets which are then used to calculate value of shares by this approach. However, this share valuation approach does not incorporate future company performance, competitive advantage and industry trend. >From the consolidated financial statement as of June 30, 2001 the net asset value ( before adjusting for market price ) was equal to Bt30.41 per share. But, TIG's assets have not been appraised recently, so advisor could not value TIG's assets by this approach. It should be noted that the tender offer price is Bt34 per share representing a premium of approximately 10.55 per cent over net asset value per share before appraisal or adjustment to market value. 6. Opinion on the Impact on the Minor Shareholders Apart from the Tender Offer price, there are other factors that TIG's shareholders should consider before making a decision whether to accept or reject this Tender Offer : Considerations in accepting the Tender Offer Listing Status of the Company after the Tender Offer With reference to the reason and objectives of the Tender Offer is to proceed with the process of delisting ordinary shares of TIG from the SET which has been approved by shareholders in extraordinary general shareholders meeting held on September 20, 2001. Further, the Board of Governors of the SET has approved the application for delisting of the said ordinary shares on September 24, 2001 with the conditions requiring offeror to make tender offer from remaining shareholders with the maximum tender offer period of 45 days and to report result of tender offer within 5 working days from the final date of tender offer. Therefore, after all above approvals on the delisting, SKTY, a major shareholder, has offered to make the tender offer to purchase the remaining shares as required by the SET regulations on Delisting of Securities, 1999, dated December 9, 1999. Further, SKTY together with BOC Gases Australia Limited hold 99.52 per cent of the total issued and fully paid-up shares. Given the shareholdings of the major shareholders as stated above, the company can not meet the requirement of SET on listing qualification whereby, there shall be small shareholders not less than 150 in number and such shareholders shall hold in aggregate not less than 10 per cent of the paid up capital of the company. To conclude, ordinary shares of TIG will be delisted from SET on completion of the tender offer and on fulfilling requirements as to report the result of tender offer to SET. Effect on Shareholders Delisting of ordinary shares from the SET will result in the following impact on shareholders; Lack of Secondary Market The shareholders who continue to hold shares after delisting from SET will face illiquid situation as there will be lack of an indicative price and secondary market. Therefore, the shareholders may have difficulty in selling their shares because of illiquidity. Change in Return on Investment Return on investment will change to be mainly in form of dividends. It is likely that chance to realize capital gains will be reduced because of lack of the secondary market as mentioned. Furthermore, for individuals, capital gains from sale of share will be subject to personal income tax which is exempt for realized capital gains from listed company. TIG has a dividend pay-out policy of 30-40 per cent, however, it is difficult to predict dividend policy in the future as shareholding structure has changed. Less Disclosure of Information on Company After delisting, shareholders may receive less information from the Company as an unlisted company does not have to comply with the SET disclosure regulations. The information on operations may be available only in the shareholders' meeting such as minutes of shareholders meeting, annual report and from the news in newspaper. Considerations in rejecting the Tender Offer Industry Potential Despite facing economic recession, the industry in which the company operates has continued to grow. The product is necessary as it is used as an input in other industries. Due to the demand of product as input in the manufacturing sectors which have potential growth, like hospitals, frozen food industry and etc. Therefore, the industry may be considered to have potential. The Offeror plans to continue operations and is an affiliate of a recognized operator in the industry SKTY ( Thailand ) Limited, the Offeror, is an affiliate of The BOC Group which is recognized as one of the world's leading producer of industrial gases. BOC Gases Australia Limited, who hold 47.04 percent of the total issued and fully paid-up shares, has provided engineering services and management to TIG. The agreement was signed since 1974, to commit the aforementioned services and requires to pay 2 - 5 per cent of annual sales. The agreement has been extended over the years with same conditions and the next expiration date is December 31, 2001. Under prudent management of BOC Group, despite facing economic recession which resulted in negative performance in year 1997, TIG has improved efficiency, reduced costs and added diversified lines for potential growth of business. TIG turned to be profitable in the year 1999. In conclusion, the tender offer price of Baht 34 per ordinary share is reasonable. BankThai Public Company Limited hereby states that our opinion was prepared with prudence, in compliance with professional standards and in the best interests of the shareholders. THAI TELEPHONE: Allocates Warrants To Creditors, Shareholders ------------------------------------------------------------- Thai Telephone & Telecommunication Public Company Limited informed that on October 1, 2001, the Company issued 281,155,610 units of warrants, which give each holder the right to subscribe for ordinary shares, by allocating 140,616,113 units to the creditors entitled to receive the Warrants at no cost and allocating 140,539,497 units to the Shareholders, whose names appear on the Company's Shareholder Register on September 7, 2001 at no cost. The Warrants allocation was pursuant to the Company's Business Reorganization Plan dated November 29, 2000 (including amendments dated December 6 and 15, 2000), which had been approved by the Central Bankruptcy Court on December 27, 2000. TPI AROMATICS: Files Business Reorganization Petition ----------------------------------------------------- Chemical substance producer TPI Aromatics Public Company Limited's (DEBTOR) Petition for Business Reorganization was filed in the Central Bankruptcy Court: Black Case Number 429/2543 Red Case Number 500/2543 Petitioner: THAI PETROCHEMICAL INDUSTRY PUBLIC COMPANY LIMITED by EFFECTIVE PLANNERS COMPANY LIMITED : TPI AROMATICS PUBLIC COMPANY LIMITED by Mr. Antony Norman Debts Owed to the Petitioning Creditor: Bt6,421,281,319.76 Planner: Effective Planner Company Limited Date of Court Acceptance of the Petition: June 5, 2000 Date of Examining the Petition: July 3, 2000 at 9.00 AM Court Order for Business Reorganization and Appointment of Planner: July 3, 2000 Announcement of Court Order for Business Reorganization and Appointment of the Planner in Matichon Public Company Limited and Siam Rath Company Limited: July 7, 2000 Announcement of Court Order for Business Reorganization and Appointment of the Planner in Government Gazette: August 1, 2000 Deadline for the Planner to submit the Business Reorganization Plan to the Official Receiver: November 1, 2000 Appointment Date of the Creditors' Meeting for the Plan Consideration: November 24, 2000 at 9.30am. 11th Floor, Meeting room no. 1105, Bangkok Insurance Building, Sathorn Rd. The Creditors' meeting had passed a resolution accepting the Plan on November 24, 2000 Court hearing has been set on December 12, 2000 at 13.30 pm. Court had issued the order accepting the reorganization plan: December 15, 2000 and Appointed Effective Planner Company Limited to be as the Plan Administrator Announcement of Court Order for accepting the Business Reorganization Plan and Appointment of the Plan Administrator in Matichon Public Company Limited and Siam Rath Company Limited: December 27, 2000 Announcement of Court Order for accepting the Business Reorganization Plan and Appointment of the Plan Administrator in Government Gazette: January 25, 2001 Contact: Mr. Anusit Tel 6792525 Ext. 122 S U B S C R I P T I O N I N F O R M A T I O N Troubled Company Reporter -- Asia Pacific is a daily newsletter co-published by Bankruptcy Creditors' Service, Inc., Trenton, NJ USA, and Beard Group, Inc., Washington, DC USA. Lyndsey Resnick, Maria Vyrna Nineza, Jerros Dolino, Editors. 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