/raid1/www/Hosts/bankrupt/TCRAP

/raid1/www/Hosts/bankrupt/TCRAP_Public/011114.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, November 14 2001, Vol. 4, No. 223 Headlines A U S T R A L I A BEACONSFIELD GOLD: Gold Mine Project Sale Shelved CTI COMMUNICATIONS: Posts Notice Of Director's Interests DEMORGAN PTY: Liquidator Appointed GENERAL GOLD: AGM To Be Held On December 18 GOODMAN FIELDER: Ceasing London Stock Exchange Listing SME GROWTH: Posts October Net Tangible Asset Backing C H I N A & H O N G K O N G CHAN'S TRADING: Hearing of Winding Up Petition Set CHINA CONSTRUCTION: Noteholders Approve Restructuring Proposal CIL HOLDINGS: Applies For Winding Up Hearing Adjournment PEARL ORIENTAL: Updates Statutory Demand Status RESOURCES STANDARD: Winding Up Sought By Asia Commercial WAH LEE: Creditors Meeting To Be Held On November 28 WORLD GOLF: Petition To Wind Up Slated I N D O N E S I A ARUTMIN INDONESIA: Bumi Takeover Decision Set For Nov 29 BANK CENTRAL: Minister Sukardati Confirms Ongoing Sale Talks WIRASEHATI ISAHATAMA: Requests Immediate Asset Seizure J A P A N ASAHI BANK: CreditWatch Negative Stands Despite Goldman Link FUJITSU LIMITED: Slashes Bonuses For 6,000 Executives JAPAN AIRLINES: S&P Places 'BB' Rating On CreditWatch Negative MARUBENI CORP.: Moody's Lowers Rating To Ba3, Under Review NAGASAKIYA COMPANY: Shutting Down 31 Stores NIPPON TELEGRAPH: Takes US$4.5B Charge, Shares Fall K O R E A DAEWOO MOTOR: Management-Union Negotiations Begin HYNIX SEMICONDUCTOR: Eyes Merger With International Chipmaker HYNIX SEMICONDUCTOR: Not Planning To Sell Core Operations HYUNDAI PETROCHEMICAL: Creditors Appoint Ki Joon As CEO KOREA ELECTRIC: Q301 Profit Fall Attributed To Spin Off ORION ELECTRIC: Creditors Creation Of CRV Likely M A L A Y S I A AMSTEEL CORP: KLSE OKs Extension Request ACTACORP HOLDINGS: Unit's Winding Up Petition Withdrawn LIEN HOE: Updates Defaulted Secured Loan Stocks Status MALAYSIAN GENERAL: Obtains KLSE Extension MAN YAU: Court Further Extends Restraining Order Period MANCON BERHAD: Posts Audit Committee's New Terms of Reference MAY PLASTICS: Status Unchanged Re Defaulted Payment PLANTATION & DEVELOPMENT: Vendors Appeal Proposed Scheme Terms TECHNOLOGY RESOURCES: Updates Proposals Status TIME dotCOM: Subsidiary Reduces Capital TIME ENGINEERING: Submits Alternative Proposal To Redeem Bonds P H I L I P P I N E S METRO PACIFIC: Ayala Land Seeks Bonifacio Project Stake NATIONAL BANK: Rehab Term Sheet Set For Completion NATIONAL POWER: Government Plans P11B Investment In Bond Float RAMCAR INCORPORATED: New Restructuring Plan Proposed SKY VISION: Creditors Meeting Scheduled This Week S I N G A P O R E CAPITALAND LIMITED: Shares Drop Amid SingMall IPO Cancellation HONG LEONG: Discloses Shareholder's Deemed Interests Changes RAFFLES HOLDINGS: Issues Shareholder's Interest Changes SEMBCORP INDUSTRIES: Posts Shareholder's Interest Changes T H A I L A N D COUNTRY(THAILAND): Financial Statement Submission Exempted EMC PUBLIC: Files Business Reorganization Petition THAI TELEPHONE: Posts Q301 Operating Results THAI WAH: Administrator Approves Disposition of 8.5M Shares - - - - - - - ================= A U S T R A L I A ================= BEACONSFIELD GOLD: Gold Mine Project Sale Shelved ------------------------------------------------- The Bank Of Western Australia Limited announced that Mr Garry Trevor of Ferrier Hodgson, Receiver and Manager of the Beaconsfield Gold Group, and Mr Michael Ryan of Taylor Woodings, Administrator of the Allstate Group, the other joint venturer, and Manager of the Beaconsfield Gold Mine, have been exploring options in relation to the Beaconsfield Gold Mine Project in Northern Tasmania (Project). Previously, the discussion included the possible sale of the Project or its continued operation and workout by the Administrator and the Receiver. The decision has been made by the Administrator and the Receiver to continue operating the Project. The Project will be withdrawn from the market. Based on information at hand, BankWest anticipates a continued improvement in mine performance. BankWest has a lending exposure to the Beaconsfield Gold Group of $32.75 million and also provides gold price protection facilities, currently assessed at $4 million. No provision has been made at this time. The performance of the mine will continue to be closely monitored. CTI COMMUNICATIONS: Posts Notice Of Director's Interests -------------------------------------------------------- CTI Communications Limited, which is under voluntary administration, posted this notice: NOTICE OF DIRECTOR'S INTERESTS Section 235 of the Corporations Law NOTICE ON CHANGE OF INTERESTS Name of Director Trevor J Kennedy Name of Company CTI Logistics Limited The date of last notification to the ASX under Section 235 or Part 6.7 13/06/2001 Date my interest changed 02/11/2001 The director has a relevant interest in the following shares in the company or related bodies corporate: 3,596,624 ordinary shares The director has a relevant interest in the following debentures of, or prescribed interests made available by, the company or related bodies corporate: - The director has an interest in the following rights or options over shares in, debentures of, or prescribed interests made available by, the company or related bodies corporate: - Contracts of which the director is a party, or is entitled to a benefit under, being contracts that confer on the director the right to call for or deliver shares in, debentures of, or prescribed interests made available by, the company or related bodies corporate: - DEMORGAN PTY: Liquidator Appointed ---------------------------------- Local Telecom And Internet Limited advised, following a creditors meeting of DeMorgan Pty Ltd on Monday, that a liquidator has been appointed to DeMorgan Pty Ltd. Furthermore, it is unlikely a dividend will be payable to Local Telecom & Internet Ltd in respect to its loan to DeMorgan Pty Ltd. As previously advised these circumstances will necessitate Local Telecom Internet Ltd writing its loan to DeMorgan Pty Ltd down by $150,000 to $0. GENERAL GOLD: AGM To Be Held On December 18 ------------------------------------------- General Gold Resources NL informed that the Annual General Meeting of Members of General Gold Resources NL will be held at the Celtic Club, 48 Ord Street, West Perth, Western Australia on Tuesday 18 December 2001 commencing at 9.00 am, to consider and, if thought fit, to pass these resolutions: ORDINARY BUSINESS To receive, consider and adopt the Financial Statements for the year ended 30 June 2000 and 30 June 2001 and the Reports of the Directors and Auditors. 1. ELECTION OF MR L H J BRAILEY AS A DIRECTOR To consider and, if thought fit, to pass, with or without amendment, the following resolution as an ordinary resolution: "That Mr L H J Brailey, who was appointed as a director of the Company since the last Annual General Meeting and retires in accordance with clause 14.6 of the Company's Constitution and, being eligible, offers himself for re-election, is hereby re- appointed a director of the Company". 2. ELECTION OF MR P R IRONSIDE AS A DIRECTOR To consider and, if thought fit, to pass, with or without amendment, the following resolution as an ordinary resolution: "That Mr Peter R Ironside who retires by rotation in accordance with Clause 14.3 of the Company's Constitution, and being eligible offers himself for re-election, is hereby re-appointed a director of the Company". 3. ELECTION OF MR C J BARKER AS A DIRECTOR To consider and, if thought fit, to pass, with or without amendment, the following resolution as an ordinary resolution: "That Mr C J Barker who retires by rotation in accordance with Clause 14.3 of the Company's Constitution, and being eligible offers himself for re-election, is hereby re-appointed a director of the Company". 4. GENERAL To transact any other business as may be brought before the meeting in accordance with the Constitution of the Company, the Corporations Act 2001, or otherwise. GOODMAN FIELDER: Ceasing London Stock Exchange Listing ------------------------------------------------------ Goodman Fielder Limited, incorporated in Australia, advised that the company's shares will cease to be listed on the London Stock Exchange as of 20 business days from the date of this announcement, ie: close of business on 12 December 2001. The reasons for the delisting are: 1. Since the shares were listed in October 1987 the shares have never traded on the London Stock Exchange due to the changed circumstances of the share market at the time of listing. 2. The company now has virtually no operations in the United Kingdom or Europe and it's business strategy now focuses on Australasia. 3. The company does not currently intend to raise capital in the United Kingdom. 4. The costs of maintaining the listing do not justify the continued listing. Consequently, the UK Register will close on 12 December 2001 and the shareholders on that register will be transferred to the Australian Register. SME GROWTH: Posts October Net Tangible Asset Backing ---------------------------------------------------- SME Growth Limited announced Monday that the net tangible asset backing of the company's ordinary shares was $0.458 cents at 31 October 2001. This figure is based on the value of listed investments as of 31 October 2001 and unlisted investments as at 30 June 2001. The Company also prepares accounts using the valuation guidelines prepared by Australian Venture Capital Association Limited (AVCAL) as the directors consider that these valuation methodologies are more appropriate for private equity companies such as SME Growth. Using the AVCAL valuation guidelines, the net tangible assets per share was $0.474. ================================ C H I N A & H O N G K O N G ================================ CHAN'S TRADING: Hearing of Winding Up Petition Set -------------------------------------------------- The petition to wind up Chan's Trading Company Limited is scheduled for hearing before the High Court of Hong Kong on January 2, 2001 at 9:30 am. The petition was filed with the court on September 3, 2001 by Lau Kin Yee of Flat C, 22nd Floor, Block 6, Lung Mun Oasis, Tuen Mun, New Territories, Hong Kong. CHINA CONSTRUCTION: Noteholders Approve Restructuring Proposal -------------------------------------------------------------- China Construction Holdings Limited (CIH) announced that at the meeting of noteholders held on 10 November 2001, the extraordinary resolutions approving the restructuring proposal put forward by the Company have been duly passed by the noteholders. On 12 November 2001, the High Court of the Hong Kong Special Administrative Region has adjourned the petition hearing for the winding up of CIH to 8 April 2002 to allow CIH to complete all documents relating to the implementation of the restructuring proposal. A further announcement on the progress will be released in due course. CIL HOLDINGS: Applies For Winding Up Hearing Adjournment -------------------------------------------------------- CIL Holdings Limited applied to the Court for an adjournment of the Winding Up Petition, served on CIL by Star Dragon, for a period of eight weeks. The adjournment will allow the Company to prepare the required documents for a Scheme of Arrangement to the creditors of the Company and apply to the Court to sanction the scheme under section 166 of the Companies Ordinance. The Justice of High Court made an order to adjourn the Petition to 14th January, 2002. In this connection, further announcement will be made as and when necessary. Trading in the shares was suspended from 10:00 a.m. on 12th November, 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 trading of the shares from 10:00 a.m. on 13th November, 2001. PEARL ORIENTAL: Updates Statutory Demand Status ----------------------------------------------- Pearl Oriental Holdings Limited was informed, during a 10 November meeting with one of its creditor banks regarding a statutory demand against the Company, that the Bank would not take any action against the Company in connection with the statutory demand for a period of at least 10 days from the expiration of the 21-day period on 13 November 2001, until 23 November 2001. The three potential purchasers in discussions with Mr Wong Kwan regarding the possible sale of his stake in the Company have competed their due diligence exercises on the Company and its subsidiaries. Discussions between Mr Wong Kwan and each of the potential purchasers still continue with no concrete terms, including terms relating to price and percentage of shareholding to be disposed of, having been determined. Up to the date of this announcement, four preliminary offers to purchase Pearl Oriental Center under private negotiations were received by the Company. The Company will continue discussions with those interested buyers with a view to achieving a better offer price. The sale of Pearl Oriental Center, if concluded, will constitute a notifiable transaction under the Listing Rules and may be subject to Rule 4 of the Takeovers Code and the Company will issue an announcement as appropriate. Statutory Demand issued by one of its creditor banks Reference is made to the announcement dated 5 November 2001 issued by the Company concerning, amongst other issues, the Statutory Demand issued by one of its creditor banks (the Bank) in respect of the debt payable to the Bank and which is secured by the property "Genesis". The 21-day period after which the Company will be deemed, under the Companies Ordinance, to be unable to pay its debt will expire on 13 November 2001 (the Expiry Date"). Mr Wong Kwan, the Chairman and Chief Executive of the Company, was informed verbally by the Bank during a meeting on 10 November 2001 that in view of the continuous discussions of the following: (i) between the Company and potential purchasers of Genesis; (ii) between the Bank and potential investors (who are in discussions with Mr Wong Kwan regarding a possible acquisition of his stake in the Company) on proposals to unwind the indebtedness due to the Bank; and (iii) between Mr Wong Kwan and potential purchasers in respect of the possible disposal of all or part of his stake in the Company, the Bank will not take any further legal proceedings in respect of the Statutory Demand for at least 10 days from the Expiry Date until 23 November 2001. The Company will continue to endeavor to facilitate and/or assist the aforesaid discussions, with a view that the discussions will result in a formal proposal materializing within the aforesaid 10 days to resolve the issue relating to the indebtedness outstanding to the Bank and the Statutory Demand. Discussions with potential purchasers regarding the possible sale of Mr Wong Kwan's stake Further to the Company's announcement dated 5 November 2001 (the "5th Announcement"), the professional advisers of two of the potential purchasers mentioned in the 5th Announcement have completed their due diligence exercises on the Company and its subsidiaries. The third potential purchaser mentioned in the 5th Announcement has also completed a preliminary due diligence exercise on the Company and its subsidiaries. All the potential purchasers are studying the information from their due diligence exercises. Discussions between Mr Wong Kwan and each of the potential purchasers still continue with no concrete terms, including terms relating to price and percentage of shareholding to be disposed of, having been determined. The Company will make further announcements if there is any material development in respect of the Statutory Demand and the discussions with potential purchasers regarding possible sale of Mr Wong Kwan's stake. Public Tender of Pearl Oriental Center Reference is also made to the Company's announcement dated 19 October 2001 (the "19th Announcement"). The public tender of Company's interest in Pearl Oriental Center (as referred to the 19th Announcement) closed on 12 November 2001. Prior to the close of the tender, various interested buyers expressed strong interest in purchasing Pearl Oriental Center under private negotiations and up to the date of this announcement, four preliminary offers to purchase Pearl Oriental Center have been received by the Company. The Company will continue discussions with those interested buyers with a view to achieving a better offer price. The sale of Pearl Oriental Center, if concluded, will constitute a notifiable transaction for the Company under the Listing Rules and may be subject to Rule 4 of the Takeovers Code and the Company will issue an announcement as appropriate. RESOURCES STANDARD: Winding Up Sought By Asia Commercial -------------------------------------------------------- Asia Commercial Bank Limited is seeking the winding up of Resources Standard Company Limited. The petition was filed on October 29, 2001, and will be heard before the High Court of Hong Kong on January 3, 2002. Asia Commercial holds its registered office at 120 Des Voeux Road Central, Hong Kong. WAH LEE: Creditors Meeting To Be Held On November 28 ---------------------------------------------------- The Provisional Liquidators of Wah Lee Resources Holdings Limited announced that a meeting of the Company's creditors (the Creditors Meeting) will be convened on 28 November 2001 pursuant to an Order of the Court of First Instance of the High Court of Hong Kong dated 6 November 2001. The Creditors Meeting will be convened to consider and, if thought fit, approve the HK Scheme between the Company and all creditors of the Company. The HK Scheme, the explanatory statement to the HK Scheme and a Notice of the Creditors Meeting (the Scheme Document) was dispatched to the creditors of the Company on 6 November 2001. The Scheme Document gives the creditors of the Company information on the background to and the effects of the proposal contained in the HK Scheme. WORLD GOLF: Petition To Wind Up Slated -------------------------------------- The petition to wind up World Golf Alliance (Hong Kong) Limited is set 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 3, 2001 by Tsang Ha of Room 3302, Hang Chui House, Cheung Hang Estate, Tsing Yi, New Territories, Hong Kong. ================= I N D O N E S I A ================= ARUTMIN INDONESIA: Bumi Takeover Decision Set For Nov 29 -------------------------------------------------------- PT Bumi Resources Tbk's shareholders, on its November 29 extraordinary shareholders meeting (RULBPS), will decide to take 100% control of PT Arutmin Indonesia, Bisnis Indonesia reported on November 13. In a Monday hearing with the Jakarta Stock Exchange, Bumi's directors were confident the company will control PT Arutmin Indonesia after the RULBPS is held, but the takeover will not change the company's core business from oil and gas mining to coal mining. BANK CENTRAL: Minister Sukardati Confirms Ongoing Sale Talks ------------------------------------------------------------ The Minister for State Enterprises, Laksamana Sukardi, downplaying fears that the privatization of Bank Central Asia (BCA) would not be completed within the year, confirmed that sale negotiations are still ongoing, Jakarta Post reported on November 13. The Minister said, "I can confirm that the negotiations for the sale of BCA are still going on, and that it will still be possible to close the deal by the end of this year." He admitted, however, that the global economic climate was not favorable. Last week, Coordinating Minister for the Economy, Dorodjatun Kuntjoro-Jakti, expressed doubts that the BCA sale could be completed as scheduled. The government planned to sell 51 percent of the shares in BCA by the end of this year. WIRASEHATI ISAHATAMA: Requests Immediate Asset Seizure ------------------------------------------------------ PT Sejahtera Bank's liquidation team has asked the heads of three courts in Jakarta and Bandung for the immediate confiscation of PT Wirasehati Usahatama and its underwriters' assets for failure to pay US$1.596 million debt, with the letters seeking the request's execution sent to the Chairmen of the South Jakarta Court, North Jakarta Court and Bandung Court on 23 October 2001, Bisnis Indonesia reported on November 13, which quoted Nasrun Kalianda, lawyer for the liquidated bank. Kalianda said the reason for the execution is that his client has in their possession the certificates submitted as collateral for the loans extended by Bank SBU. Assets for confiscation include land and building in Jl. Kelapa Puan Timur Blok IV NE 4- 3, North Jakarta (owned by the company), in Jl. Bintaro Permai II No. 63, South Jakarta (owned by underwriter) and in Jl. Cikutra Baru VIII No.6, Bandung (owned by underwriter). ========= J A P A N ========= ASAHI BANK: CreditWatch Negative Stands Despite Goldman Link ------------------------------------------------------------ Despite Asahi Bank Ltd's announcement of a planned tie-up with Goldman Sachs Group Inc. which was widely expected to help the former restructure its problem loans, Standard & Poor's Corp. reiterated its rating of CreditWatch negative to the Japanese bank, PRNewsAsia said on Monday. S&P's, in justification of it's rating of the bank said, "The plan (tie-up) will rationalize and enhance the write-off of Asahi's problem loans. However, the extent to which the plan will reduce Asahi's current risk exposure to its distressed assets, along with the estimated future credit costs has yet to be determined." FUJITSU LIMITED: Slashes Bonuses For 6,000 Executives ----------------------------------------------------- In order to compensate for deteriorating earnings, Fujitsu Ltd. has decided to cut winter bonuses by 10-20 percent of some 6,000 management staff ranked higher than Section Chiefs, PRNewsAsia reported November 12. As for those ranked more than general managers, the firm plans to slash monthly wages by 3 percent, to start this month until the end of March. JAPAN AIRLINES: S&P Places 'BB' Rating On CreditWatch Negative -------------------------------------------------------------- Standard & Poor's placed Monday its double-'B' long-term rating on Japan Airlines Co. Ltd. (JAL) on CreditWatch with negative implications. The CreditWatch placement reflects concerns over the impact of a drastic slowdown in international air travel on the company's financial profile. Standard & Poor's will also review its double-'B'-minus-pi rating on All Nippon Airways Co. Ltd. (ANA) and its single-'Bpi' rating on Japan Air System Co. Ltd. (JAS), given increasing concerns over the short-term earnings prospects for these companies, and the possibility of industry restructuring over the longer term. Japanese airlines are facing a significant downturn in demand in the international flight segment as a result of the Sept. 11, 2001, terrorist attacks, compounded by weakening domestic and global economic conditions. In reviewing its ratings on the three airline companies, Standard & Poor's will focus on their ability to contain costs and restore their earnings under harsh market conditions. The review will also take into consideration potential restructuring in the Japanese airline industry, following reports that JAL and JAS are considering a strategic alliance. MARUBENI CORP.: Moody's Lowers Rating To Ba3, Under Review ---------------------------------------------------------- Moody's Investors Service has lowered the Ba2 senior debt ratings of Marubeni Corporation (Marubeni) to Ba3. Moody's has also lowered the senior debt rating of its subsidiaries' obligations (supported by keep-well letter of agreement) to B1 from Ba3. The ratings remain under review for further possible downgrade. The rating agency says this rating action is prompted by the larger-than-expected scale of embedded losses in Marubeni's balance sheet, deteriorated size and quality of its economic capitalization, and the increased level of misfit between the firm's weakened economic capital and the current scale of business. The review will focus on the ability of the firm to continue its current business mix (financed by large debt) without divestiture of low profitable business lines. The review will also assess the benefits from the possible recapitalization plan; the firm's intrinsic ability to accumulate internal capital under the presumably unfavorable domestic and international operating environment; and the scale of additional downside risk associated with its still large balance sheet. The long-term stability of bank lending support to the firm's current business scale will also be examined, particularly in view of changing bank behavior. Marubeni announced on November 8 2001 that a substantially downward revision of its previously estimated results for the interim period ended September 30, 2001 and Fiscal 2001 to large net losses. Marubeni said this was the result of large Y198 billion restructuring-related expenses on a consolidated basis for the interim September 2001 period. The following ratings were lowered and placed under review for further possible downgrade: Marubeni Corporation--the senior debt rating to Ba3 from Ba2 Marubeni Finance Holland B.V. -- the senior debt rating to B1 from Ba3 Marubeni International Finance Plc-- the senior debt rating to B1 from Ba3 Marubeni Europe Plc-- the senior debt rating to B1 from Ba3 NAGASAKIYA COMPANY: Shutting Down 31 Stores ------------------------------------------- Troubled supermarket chain, Nagasakiya Co., currently under a court-imposed rehabilitation program, announced Monday that it is shutting down 31 unprofitable stores in January next year and cutting a total of 700 jobs, roughly a third of its workforce, the Japan Times reported on November 12. In February, Nagasakiya filed for protection from creditors with the Tokyo District Court under the Corporate Rehabilitation Law. The retailer has shut down a total of 15 failing stores since its bankruptcy. The present move to shut down more stores is intended to rid the company of operating losses. NIPPON TELEGRAPH: Takes US$4.5B Charge, Shares Fall --------------------------------------------------- Nippon Telegraph & Telephone Corp, Japan's largest phone company, will take a charge of as much as US$4.5 billion due to the drop in the value of Verio Inc., its U.S. Internet services company, Bloomberg News reported on Monday. Verio is expected to post a loss of more than US$1 billion this year while it takes a one-time charge of US$300 million to close operations and cut jobs. In September, the Colorado-based NTT Internet service unit, announced that it planned to cut its workforce of more than 3,000 by 25 percent. As a result, NTT's shares tumbled as much as 2.3 percent to Y462,000. ========= K O R E A ========= DAEWOO MOTOR: Management-Union Negotiations Begin ------------------------------------------------- In an attempt to amend collective bargaining regulations, which allow the labor force to participate in management decisions, Daewoo Motor's management has begun initial talks with its labor union to address the matter, the Korea Herald reported on Monday. Daewoo's collective bargaining rules, which call for approval from the labor union in areas like personnel reshuffling, asset sales and other important managerial decisions, have been dragging down Daewoo takeover talks with General Motors. GM executives have demanded that the labor-oriented CBA be revised before a formal signing of the MOU, slated for December. HYNIX SEMICONDUCTOR: Eyes Merger With International Chipmaker ------------------------------------------------------------- To ensure long-term viability, ailing Korean chipmaker Hynix Semiconductor Inc wishes to merge with an international chipmaker, PRNewsAsia reported yesterday. Commenting on the merger plans, Korea Development Bank president Jung Keun-yong said, "Creditors cannot remain the largest shareholders (in Hynix) after debt is swapped for equity for long ... Merging with an international player is necessary for Hynix's survival and will resolve trade disputes involving the chipmaker." No official details were released regarding Hynix's merger plans but it is rumored that Hynix president Park Chong-sup met with the management of Micron Technology to discuss interest in a possible merger. HYNIX SEMICONDUCTOR: Not Planning To Sell Core Operations --------------------------------------------------------- Contradicting earlier reports that it was selling nine of its thirteen core fabrication facilities, Hynix Semiconductor Inc said it has no plan to sell its core semiconductor lines to either local or foreign investors, according to a PRNewsAsia report yesterday. A local daily earlier quoted Hynix Executive Vice President, IB Jeon as saying that the company had plans to dispose of nine of its 13 chip fabrication operations and retain only two in the Ichon plant, one in the Cheongju plant and one in the U.S. Hynix, in an official statement, clarified Jeon's statement saying, "The reports are incorrect. What he said was that facilities other than core ones could be subject to review for sale." HYUNDAI PETROCHEMICAL: Creditors Appoint Ki Joon As CEO ------------------------------------------------------- Ki Joon, a former managing executive of Daelim Industrial, has been appointed by creditors of Hyundai Petrochemical as its new Chief Executive Officer (CEO), the Korea Herald reported Tuesday. Creditors are now collectively exerting efforts to turn the company around. The creditors are expected to convert their loans worth W300 billion into equity and extend the maturities for loans totaling W1.7 trillion. Ki has been selected by creditors from among seven candidates recommended by the Federation of Korean Industries. Ki started his career at Honam Petrochemical in 1976 and moved to Daelim Industrial in 1984. KOREA ELECTRIC: Q301 Profit Fall Attributed To Spin Off ------------------------------------------------------- Korea Electric Power Corp (KEPCO) has blamed the drop in its operating profit for the three months to September to the increased operating costs brought about by the spin-off of its five power generating units, according to a Monday PRNewsAsia report. An unnamed company official said that although sales rose in the third quarter, operating profit dropped as KEPCO had to buy electricity from its spun-off units and book the entire purchase price as operating costs. Moreover, KEPCO posted a forex loss in the third quarter this year as compared to a forex gain a year earlier. ORION ELECTRIC: Creditors Creation Of CRV Likely ------------------------------------------------ Orion Electric creditors are to meet soon to discuss the establishment of a corporate restructuring vehicle (CRV) for the ailing company, according to the Korea Herald yesterday. The company's value, as an operating concern, exceeds its liquidation value by W200 billion, according to the latest due diligence investigation of Arthur Andersen. Creditors have decided to set up the CRV that will handle the company's assets to facilitate restructuring. Last month, creditors of the troubled Korean firm decided to convert a total of W800 billion of Orion's debt into equity as part of the debt rescheduling process. Orion Electric has been under a creditor-led debt workout program since 1999. =============== M A L A Y S I A =============== AMSTEEL CORP: KLSE OKs Extension Request ---------------------------------------- Amsteel Corporation Berhad announced that the Kuala Lumpur Stock Exchange, by a letter dated 9 November 2001, approved the Company's application for an extension of time of four (4) months from 12 October 2001 to 11 February 2002. The Company hopes to use the extension to obtain all the necessary approvals from the regulatory authorities for the Company's revised proposed group wide restructuring scheme. ACTACORP HOLDINGS: Unit's Winding Up Petition Withdrawn -------------------------------------------------------- Actacorp Holdings Berhad (AHB or the Company), further to the announcement dated 17th October 2001 regarding winding up petition on V-Pile Sistem Sdn. Bhd, 100% subsidiary of AHB, informed that the High Court on 8th November ordered: i) The winding-up petition withdrawn with liberty to file afresh ii) Vacation of the 8 January 2002 hearing date on the winding up petition iii) No order on the cost. iv) Deposit refund to the petitioner. LIEN HOE: Updates Defaulted Secured Loan Stocks Status ------------------------------------------------------ The Board of Directors of Lien Hoe Corporation Berhad (Lien Hoe or the Company) announced that the Company has been served a notice of default with respect to a charge dated 7 November 2001, demanding repayment of the principal and interest owing in respect to the Loan Stocks of RM51,886,980.87 within 14 days from the date of service of the notice, failing which the trustee for the Loan Stocks will apply for an order of sale on the property held under P.T. No. 11592, Mukim Plentong, Johor Baru currently charged as security for the Loan Stocks. As announced by the Company on 20 October 2001, Lien Hoe is currently seeking various financing, including the proposed securitization of Kompleks Lien Hoe, to repay the amount owing under the Loan Stocks. MALAYSIAN GENERAL: Obtains KLSE Extension ----------------------------------------- On behalf of Malaysian General Investment Corporation Berhad (MGIC or Company), Arab-Malaysian Merchant Bank Berhad announced that the Company has obtained an extension of time of one (1) month from the Kuala Lumpur Stock Exchange. The Company now has until 19 November 2001 to submit its revised regularization plan to the regulatory authorities. Previously, an announcement was released 1 November 2001 in relation to the proposed restructuring scheme involving a debt restructuring with the creditors of MGIC and two (2) of its subsidiaries. MAN YAU: Court Further Extends Restraining Order Period ------------------------------------------------------- Man Yau Holdings Bhd previously announced an application was made by the Company and its subsidiary, Wang Corporation Sdn Bhd for an extension of the Restraining Order under Section 176 (10) of the Companies Act, 1965. The extension was granted by the Kuala Lumpur High Court on 8 November 2001. The Restraining Order was extended for another period of 3 months effective 16 October 2001 to 16 January 2002, to facilitate the implementation of the restructuring exercise. MANCON BERHAD: Posts Audit Committee's New Terms of Reference ------------------------------------------------------------- Mancon Berhad announced the adoption of the following terms of reference as its new terms of reference to replace the existing terms of reference of the Audit Committee: 1. MEMBERSHIP 1.1 The Audit Committee shall be appointed by the Board of Directors from among their members and shall be composed of not fewer than three (3) members of whom a majority shall be independent, not being: (a) An Executive Director of the Company or any related corporation; (b) An officer or one who has been an officer within the last two (2) years of the Company or any related corporation; (c) A major shareholder of the Company or any related corporation; (d) A spouse, parent, brother, sister, child (including adopted or step child) and the spouse of such brother, sister or child of an Executive Director, officer or major shareholder of the Company or any related corporation; (e) A nominee or representative of an Executive Director or major shareholder of the Company or any related corporation; (f) A professional adviser of the Company or any related corporation; (g) A person who has engaged in a transaction with the Company or any related corporation within the last two (2) years for value exceeding RM250,000; or (h) Any person having a relationship which, in the opinion of the Board, would interfere with the exercise of independent judgement in carrying out the functions of the Committee. 1.2 At least one (1) member of the Committee must be a member of the Malaysian Institute of Accountants (MIA) or alternatively, have at least three (3) years' working experience and have passed the examinations specified in Part 1 of the 1st Schedule of the Accountants Act 1967 or be a member of one of the associations of accountants specified in Part II of the 1st Schedule of the Accountants Act 1967. 1.3 No alternate director shall be appointed as a member of the Committee. 1.4 The members of the Committee shall elect a Chairman from among their number who shall be an Independent Director. 1.5 If a member of the Committee resigns, dies or for any other reason ceases to be a member with the result that the number of members is reduced below 3, the Board shall, within three (3) months of that event, appoint such number of new members as may be required to make up the minimum number of 3 members. 1.6 The term of office of the Committee members should be reviewed by the Board not less than every three (3) years. 2. AUTHORITY 2.1 The Committee is authorized by the Board to investigate any activity within its terms of reference. It is authorized to seek any information it requires from any employee and all employees are directed to co-operate with any request made by the Committee. 2.2 The Committee is authorized by the Board to obtain outside legal or other independent professional advice and to secure the attendance of outsiders with relevant experience and expertise if it considers this necessary. 3. FUNCTIONS The functions of the Committee shall be: (1) to review the following and report the same to the Board: (a) with the external auditors, the audit plan; (b) with the external auditors, their evaluation of the system of internal accounting controls; (c) with the external auditors, their audit report; (d) the assistance given by the employees to the external auditors; (e) the adequacy of the scope, functions and resources of the internal audit functions and that it has the necessary authority to carry out its work; (f) the internal audit program, processes, the results of the internal audit program, processes or investigation undertaken and whether or not appropriate action is taken on the recommendations of the internal audit function; (g) the quarterly results and year end financial statements, prior to the approval by the Board, focusing particularly on: - changes in or implementation of major accounting policy changes; - significant and unusual events; and - compliance with accounting standards and other legal requirements; (h) any related party transaction and conflict of interest situation that may arise within the Group including any transaction, procedure or course of conduct that raises questions of management integrity; (i) any letter of resignation from the external auditors; (j) whether there is reason (supported by grounds) to believe that the Company's external auditors are not suitable for re- appointment; and (2) to consider the appointment of external auditors and their audit fees. 4. MEETINGS 4.1 Meetings shall be held not less than four times a year. Written notice of the meeting together with the agenda shall be given to the Committee. 4.2 The quorum for a meeting shall be two (2) and the majority of members present must be Independent Directors. The Company Secretary shall be the Secretary of the Committee and shall circulate the minutes of the meetings of the Committee to all members of the Board. 4.3 The Financial Controller or Finance Manager shall normally attend meetings of the Committee. Other Board members shall also have the right of attendance. 4.4 The external auditors may request a meeting if they consider that one is necessary. Upon the request of the external auditors, the Chairman of the Committee shall convene a meeting of the Committee to consider any matter the external auditors believe should be brought to the attention of the Directors or shareholders. MAY PLASTICS: Status Unchanged Re Defaulted Payment --------------------------------------------------- May Plastics Industries Bhd announced that there has been no change to the status of default as announced previously on 9 October 2001. The steps undertaken by the Company to rectify the default are comprised in the Composite Schemes of Arrangement and Compromise pursuant to S176 of the Companies Act 1965. Please refer to the monthly announcement made by the company pursuant to Practice Note No 4/2001 for more details on the latest status of the Proposals. PLANTATION & DEVELOPMENT: Vendors Appeal Proposed Scheme Terms -------------------------------------------------------------- Arab-Malaysian Merchant Bank Berhad, on behalf of Plantation & Development (Malaysia) Berhad (P&D Or the Company), announced that the vendors of the plantation companies (the Vendors) have considered the terms and conditions imposed by the Securities Commission (SC) in its approval of the Proposed Debt and Equity Restructuring Scheme (Proposed Scheme) on 18 October 2001. The Vendors have, through the Company, appealed to the SC on certain of the terms and conditions. A further announcement will be made once the decision from the SC has been obtained. TECHNOLOGY RESOURCES: Updates Proposals Status ---------------------------------------------- On behalf of the Board of Directors of TRI Technology Resources Industries Berhad (TRI or Company), Malaysian International Merchant Bankers Berhad, with reference to TRI's announcement of 6 November 2001 and further to the Company's consultation with the Securities Commission (SC) on the matters contained in the SC's letter dated 2 November 2001 in relation to the Proposals, gave notice of: (a) Price fixing of Rights Shares and Restricted Shares - TRI has decided not to continue with its earlier appeal for the SC to allow the Company to pre-fix the issue prices of the proposed rights issue of up to 840,907,661 new TRI shares (Rights Shares) and proposed restricted issue of up to 724,138,000 new TRI shares (Restricted Shares). Accordingly, TRI will comply with the relevant requirements of the Policies and Guidelines on Issue/Offer of Securities of the SC (SC Guidelines) relating to price fixing of rights issue and restricted issue/placement shares, in particular, to determine the issue prices of the Rights Shares and Restricted Shares at a price-fixing date to be determined after the requisite approval of the SC for the exercises concerned (Price Fixing Date). In connection with the foregoing, as the Directors of TRI intend to fix the Rights Shares issue price at RM1.00 per share at the Price Fixing Date, TRI reaffirms its undertaking given earlier to the SC that in the event the issue price of RM1.00 per Rights Share is at a discount of more than 30% (from the relevant theoretical ex-rights price based on a 5-day weighted average market share price of TRI at the Price Fixing Date), the Company shall procure its promoters and directors to give the requisite undertaking to the SC not to dispose of their respective shares in TRI from the "ex-date" of the Rights Shares until ten (10) market days after their listing on the KLSE. (b) Investors for the Restricted Shares - As mentioned in TRI's announcement of 6 November 2001, TRI has been actively sourcing for and negotiating with potential long-term investors (other than Naluri Berhad) to invest in the Restricted Shares. In view that the issue price of the Restricted Shares is now to be fixed only after the SC's approval for the exercise, the Directors of TRI anticipate that TRI would only be able to finalize negotiations with potential investors after the issue price of the Restricted Shares is known (at the Price-Fixing Date). The PROPOSALS refers to: * Proposed Restricted Issue * Proposed Rights Issue * Proposed Early Redemption Option * Proposed Debt Refinancing * Proposed Internal Restructuring TIME dotCOM: Subsidiary Reduces Capital --------------------------------------- TIME dotCom Berhad informed that TIMESat Sdn Bhd, a wholly owned subsidiary of the Company, had on 6 November 2001 lodged a copy of the sealed Order of Court for reduction of capital with the Registrar of Companies. With that, the capital of TIMESat Sdn Bhd is now reduced from 69.109 million ordinary shares of RM1.00 each to 9.675 million ordinary shares of RM1.00 each as confirmed by the Order. TIME ENGINEERING: Submits Alternative Proposal To Redeem Bonds -------------------------------------------------------------- Time Engineering Berhad (the Company), informed the steps taken by the Company to address the default in relation to its inability to redeem the second tranche of the US$250 million nominal value redeemable secured zero-coupon bonds 1996/2001 (US$ Bonds) released on 3 August 2001, 24 August 2001, 29 August 2001 and 7 September 2001. The Company has submitted an alternative proposal to the US$ Bondholders for the redemption of the outstanding amount of the US$ Bonds. An announcement will be made when the Company has reached an agreement with the US$ Bondholders to the alternative proposal . ===================== P H I L I P P I N E S ===================== METRO PACIFIC: Ayala Land Seeks Bonifacio Project Stake ------------------------------------------------------- Ayala Land Inc. announced its submission of a "binding offer" to acquire the entire stake of Metro Pacific Corp or its parent company, First Pacific Co. Ltd. in Bonifacio Land Corp. (BLC), the consortium responsible for development of the Fort Bonifacio Global City project, PRNewsAsia reported yesterday. Ayala Land, in a disclosure to the Philippine Stock Exchange said that its offer to Metro Pacific included the settlement of certain obligations incurred by the latter. In the event that the offer is indeed accepted, Ayala may form a holding company that will hold the investment in BLC shares and invite third parties to participate in such a holding company. Metro Pacific owns 69.6 percent of BLC, which has a 55 percent interest in Fort Bonifacio Development Corp. NATIONAL BANK: Rehab Term Sheet Set For Completion -------------------------------------------------- Philippine National Bank (PNB) majority shareholder Lucio Tan and the national government are close to term sheet listing agreements between the two parties regarding PNB's planned rehabilitation, Malaya Online reported Tuesday. The proposed term sheet should cover the debt-to-equity conversion plan and the price at which a portion of PNB's P25- billion debt to the government would be converted into shareholdings. The proposed rehabilitation plan mainly calls for the national government to eventually take management control over the ailing former national bank and that Tan would subsequently agree to a dilution of his shareholding to 44 percent from the his current stake of 67 percent, in order to allow the government to have an equal stake in the bank to facilitate rehabilitation. NATIONAL POWER: Government Plans P11B Investment In Bond Float -------------------------------------------------------------- A total of P11 billion will be invested by the Philippine national government in the planned National Power Corporation bond float, the Manila Times reported Tuesday, citing national treasurer Sergio Edeza. Of the total amount, P5 billion was "poured in" last week, another P5 billion this week and within the month, another P1 billion will be earmarked for the bond float. Edeza said that these disbursements would support cashed-trapped Napocor in its US$530-million financing requirements for this year. RAMCAR INCORPORATED: New Restructuring Plan Proposed ---------------------------------------------------- Ramcar Inc. has presented a new restructuring program to its 19 creditors which calls for a 10-year repayment period for its P7.9 billion worth of obligations, a stay on principal payments, and a reduction in interest on the loans, according to the Inquirer News Service Monday. In addition to the new restructuring proposal, Ramcar had previously petitioned its creditors to hire an accredited central bank auditor to conduct an appraisal of its real estate assets in order to have a more accurate valuation in preparation for a debt-for-property swap arrangement. Meanwhile, creditor banks want the debt-strapped car battery maker to pay interest on its more than P8 billion in loans it owed to 20 banks during restructuring negotiations. One of the company's major creditors is Bank of the Philippine Islands, the country's second largest bank in terms of assets. SKY VISION: Creditors Meeting Scheduled This Week ------------------------------------------------- Sky Vision Corp., owner of the SkyCable brand as well as Philippine Home Cable Holdings Corp., will meet with creditors this week to discuss a possible restructuring of its combined P3.5 billion in debt, PRNewsAsia reported on Monday. Both cable firms, currently in the process of merging their operations, have completed a business plan that assumes that no new money would be coming in yet and that the business will grow in terms of cash flow and other things. During the meeting, both companies plan to ask creditors whether or not there is a need to restructure their loans. Sky Vision has debt of about P2 billion, while Home Cable has debt of P1.5 billion. ================= S I N G A P O R E ================= CAPITALAND LIMITED: Shares Drop Amid SingMall IPO Cancellation -------------------------------------------------------------- Following its cancellation of the initial public offering of its SingMall Property Trust, CapitaLand Limited shares were lower after resumption of trade on Monday, PRNewsAsia reported on Tuesday. Monday, 9:50 am, CapitaLand shares were down S$0.12 at 1.32 on volume of 7.06 million shares. An unnamed analyst said, "CapitaLand has been a `sell' for me before their IPO cancellation and its still a `sell' after they decided to scrap it." The same analyst added, "The next time they re-launch (the issue), the market will be more guarded given current conditions." The IPO was introduced two weeks ago but drew a lukewarm response from investors. Analysts were concerned about whether the trust could deliver the expected returns to investors considering current market conditions, which remain weak. HONG LEONG: Discloses Shareholder's Deemed Interests Changes ------------------------------------------------------------ Hong Leong Asia Ltd. on Monday announced changes in substantial shareholder Kwek Holdings Pte. Ltd's deemed interests. A portion of that announcement appears below: Notice Of Changes In Substantial Shareholder's Deemed Interests Name of substantial shareholder: Kwek Holdings Pte Ltd Date of notice to company: November 12, 2001 Date of change of deemed interest: November 9, 2001 Name of registered holder: Millennium Securities Pte Ltd Circumstance giving rise to the change: Sales in open market at own discretion Shares held in the name of registered holder No. of shares of the change: 134,000 Percent of issued share capital: 0.069 Amount of consideration per share excluding brokerage, GST, stamp duties, clearing fee: S$0.4108 No. of shares held before change: 920,000 Percent of issued share capital: 0.472 No. of shares held after change: 786,000 Percent of issued share capital: 0.403 Holdings of Substantial Shareholder including direct and deemed interest Deemed Direct No. of shares held before change: 108,703,000 0 Percent of issued share capital: 55.745 0 No. of shares held after change: 108,569,000 0 Percent of issued share capital: 55.676 0 Total shares: 108,569,000 0 RAFFLES HOLDINGS: Issues Shareholder's Interest Changes ------------------------------------------------------ Raffles Holdings Limited on Monday issued a notice of changes involving substantial shareholder Singapore Technologies Holdings Pte. Ltd's deemed interests. The changes are: Notice Of Changes In Substantial Shareholder's Deemed Interests Name of substantial shareholder: SINGAPORE TECHNOLOGIES HOLDINGS PTE LTD Date of notice to company: November 2, 2001 Date of change of deemed interest: 31 Oct 2001 Name of registered holder: PIDEMCO LAND (PHILIPPINES) PTE LTD Circumstance giving rise to the change: Others Please specify details: On October 31, 2001, CapitaLand Commercial Limited (CCL) transferred its beneficial interest in 793,824,376 ordinary shares of S$0.50 each in the capital of Raffles Holdings Limited (the Shares) to Pidemco Land (Philippines) Pte Ltd (PLP), pursuant to an internal restructuring of the CapitaLand Limited (CL) group, for an aggregate consideration of S$801,000,603. CCL and PLP are wholly-owned subsidiaries of CL. Accordingly, CL is deemed (through its interest in PLP instead of CCL) to have an interest in the Shares by virtue of Section 7 of the Companies Act, Chapter 50 of Singapore. Singapore Technologies Holdings Pte Ltd (STH) has a shareholding of more than 20 per cent. in Singapore Technologies Pte Ltd (STPL). Accordingly, STH is deemed (through its interest in SPTL) to have an interest in the Shares by virtue of Section 7 of the Companies Act, Chapter 50 of Singapore. Shares held in the name of registered holder No. of shares of the change: 793,824,376 Percent of issued share capital: 38.16 Amount of consideration per share excluding brokerage, GST, stamp duties, clearing fee: S$1.009 No. of shares held before change: 0 Percent of issued share capital: 0 No. of shares held after change: 793,824,376 Percent of issued share capital: 38.16 Holdings of Substantial Shareholder including direct and deemed interest Deemed Direct No. of shares held before change: 1,249,273,450 0 Percent of issued share capital: 60.06 0 No. of shares held after change: 1,249,273,450 0 Percent of issued share capital: 60.06 0 Total shares: 1,249,273,450 0 SEMBCORP INDUSTRIES: Posts Shareholder's Interest Changes --------------------------------------------------------- Sembcorp Industries Ltd, on Monday issued an announcement detailing the changes involving substantial shareholder Temasek Holding Ltd's deemed interests. The changes are: Notice Of Changes In Substantial Shareholder's Deemed Interests Name of substantial shareholder: Temasek Holdings (Private) Limited Date of notice to company: November 12, 2001 Date of change of deemed interest: November 5, 2001 Name of registered holder: CDP: DBS Vickers Securities Circumstance giving rise to the change: Sales in open market at own discretion Shares held in the name of registered holder No. of shares of the change: 100,000 Percent of issued share capital: 0.01 Amount of consideration per share excluding brokerage, GST, stamp duties, clearing fee: 1.51500 No. of shares held before change: Percent of issued share capital: No. of shares held after change: Percent of issued share capital: Holdings of Substantial Shareholder including direct and deemed interest Deemed Direct No. of shares held before change: 713,085,175 215,054,693 Percent of issued share capital: 44.39 13.39 No. of shares held after change: 712,985,175 215,054,693 Percent of issued share capital: 44.38 13.39 Total shares: 712,985,175 215,054,693 =============== T H A I L A N D =============== COUNTRY(THAILAND): Financial Statement Submission Exempted ---------------------------------------------------------- The shares of Country(Thailand) Public Company Limited are under temporary suspension from trading in the Stock Exchange of Thailand ("SP" sign). The company is in the process of rehabilitation under the Bankruptcy Act B.E. 2483 (A.D. 1940) which matches the criteria to be exempted from submitting the quarterly financial statement prescribed in the aforementioned Notification. The period to be exempted will begin from the Quarter 3 of 2001 onward and end at the time when the shares of the company start to be traded in the Stock Exchange of Thailand again ("SP" sign has been removed) or rehabilitation process of the company has been completed, whenever comes first. The company will subsequently notify the Office of the Securities and Exchange Commission as the progress proceeds. EMC PUBLIC: Files Business Reorganization Petition -------------------------------------------------- The Petition for Business Reorganization of EMC Public Company Limited (DEBTOR), engaged in providing the service for long term contracts and building contracts, was filed in the Central Bankruptcy Court: Black Case Number 593/2543 Red Case Number 638/2543 Petitioner: EMC PUBLIC COMPANY LIMITED Debts Owed to the Petitioning Creditor: Bt1,121,055,388 Planner: EMC Power Company Limited Date of Court Acceptance of the Petition: August 3, 2000 Date of Examining the Petition: August 28, 2000 at 9.00 A.M. Court Order for Business Reorganization and Appointment of Planner: August 28, 2000 Announcement of Court Order for Business Reorganization and Appointment of the Planner in Matichon Public Company Limited and Siam Rath Company Limited: September 7, 2000 Announcement of Court Order for Business Reorganization and Appointment of the Planner in Government Gazette: September 21, 2000 Deadline for Planner to submit the Business Reorganization Plan to Official Receiver: December 21, 2000 Planner postponed the Date to submit the Business Reorganization Plan to Official Receiver #1st: January 21, 2001 Planner postponed the Date to submit the Business Reorganization Plan to Official Receiver #2nd: February 21, 2001 Appointment date for the Meeting of Creditors to consider the plan : March 26, 2001 at 9.30 am. Convention Room 1105, 11th floor, Bangkok Insurance Building, South Sathorn The Meeting of Creditors had passed the resolution accepting the reorganization plan pursuant to Section 90/46 Court Order for Accepting the reorganization plan: May 15, 2001 and appointed E.M.C. Power 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: May 22, 2001 Announcement of Court Order for Accepting the Reorganization Plan : in Government Gazette: June 21, 2001 Contact: Mr Apiruk Tel, 6792525 ext 113 THAI TELEPHONE: Posts Q301 Operating Results -------------------------------------------- Thai Telephone & Telecommunication Public Company Limited (TT&T) would like to report its operating results for the third quarter of 2001. As of September 30, 2001, the Company and subsidiaries recorded an operating loss of Bt370.30 million and a net loss of Bt583.49 million in comparison with an operating profit of Bt313.89 million and a net loss of Bt1,723.37 million for the same period of 2000 due to changes in both revenues and expenses. Operating Revenues: The Company's operating revenues decreased by 4.7%, from Bt1,631.09 million for the third quarter of 2000 to Bt1,554.58 million for the same period of 2001 resulting from: 1. Concession revenue decreased from Bt1,606.43 million in 2000 to Bt1,546.08 million in 2001. The lower revenue was due mainly to the intense competition in the provincial telecommunication market from Y-Tel promotion of Bt1 and 0.50 per minute during August to September 2001 from Telephone Organization of Thailand (TOT) as well as continuous packages provided by mobile operators. The cumulative billable lines were 1,198,579 with the Average Revenue Per Unit (ARPU) of Bt558 as at the third quarter of 2001 compared with 1,187,849 lines and the ARPU of Bt633 at the same period of the previous year. 2. Sales and Services revenue solely contributed by the subsidiaries from dropwire installation, in-house wiring as well as telephone sets and equipment sales dropped from Bt24.66 million for the third quarter of 2000 to Bt8.50 million in 2001 due to lower business activities in connection with fixed-line business. Operating Costs and Expenses: The Company's operating expenses increased by 46.13% from Bt1,317.20 million for the third quarter of 2000 to Bt1,924.88 million in 2001 as a result of changes in related expenses: 1. Costs of Sales and Services significantly reduced from Bt106.08 million in 2000 to Bt41.71 million in 2001 due mainly to a decline in business activities of subsidiaries. 2. Operating, Administrative and General Expenses significantly increased from Bt598.66 million in 2000 to Bt1,265.08 million in 2001 due to expenses and fees in relation to the Closing Date of the Company's debt restructuring. 3. Depreciation & Amortization slightly increased to Bt617.31 million in the third quarter of 2001 compared to Bt610.16 in the same period of 2000 due to additional amortization record in related to special project investment. 4. Director's Remuneration significantly decreased from Bt2.30 million in 2000 to Bt0.77 million in 2001 as a result of the adjustment after reclassification suggested by the Company's auditor to include remuneration purely for directors. Other Revenues and Expenses: Details of these items are; 1. Interest Income slightly increased from Bt2.18 million in 2000 to Bt2.59 million in 2001 resulting from more flexibility for the Company's investment since the Closing Date. 2. Other Income moderately decreased from Bt31.11 million in 2000 to Bt20.31 million in 2001. 3. Interest Expense decreased to Bt677.44 million in 2001 compared with Bt727.46 million in 2000 due mainly to lower market interest lending rate for both MLR and LIBOR during the past periods. 4. Income Taxes largely increased from Bt14.25 million in 2000 to Bt25.35 million in 2001 as a result of a favorable operation from the subsidiaries during the third quarter of 2001. 5. Foreign exchange gain or loss represented a net result of unrealized foreign exchange gain or loss on revaluation of foreign currency liabilities as well as realized gain or loss from actual foreign currency debt repayment within the period. After the Closing Date, the total foreign outstanding debt has been reduced to an approximate of USD 412.31 million. The Company thus recorded its net foreign exchange gain of Bt373.39 million for the third quarter of 2001 with the reference exchange rate of Bt44.5307 per USD which appreciated from Bt45.3617 per USD at the second quarter- ended. 6. The Extraordinary Item for the third quarter of 2001 referred to a net gain arising from the debt restructuring at the amount of Bt93.30 million in accordance with 35% discount from debt payment to small contractors as stipulated in the debt restructuring plan. THAI WAH: Administrator Approves Disposition of 8.5M Shares ----------------------------------------------------------- Thia Wah Group Planner Company Limited, as the Plan Administrator for Thai Wah Public Company Limited (TWC), announced that on November 10 it has approved the disposition of TWC's 8,467,024 ordinary shares equivalent to 99.99% in Bangna Place Realty Limited to Laguna Grande Limited amounting to Bt21,000,000 in total. Summary information on disposition in BNPL to LGL: The board of directors' meeting No. 4/2001 of Laguna Resorts & Hotels Public Company Limited held on November 10, 2001 passed a resolution concerning the acquisition of 99.99% of investment in Bangna Place Realty Limited by Laguna Grande Limited, its 99.99% subsidiary, from Thai Wah Public Company Limited. The transaction is considered a connected transaction and details are: 1. Date of Approval: November 10, 2001 Expected Date on which the Transaction will Occur: November 12, 2001 2. Name of Parties and Assets Involved: Buyer : Laguna Grande Limited (LGL) Seller : Thai Wah Public Company Limited (TWC) by Thai Wah Group Planner Company Limited (TWGP) as Plan Administrator Asset to be transacted : 99.99% of the issued and fully paid-up shares of Bangna Place Realty Limited (BNPL) Relationship between LGL and TWC: LGL is 99.99% subsidiary of LRH both through its direct investment and indirect investment through its wholly-owned subsidiaries (99.99%), Allamanda Vacations Club Limited (AVC) and Mae Chan Property Company Limited (MCP). LRH directly and indirectly holds ordinary shares equivalent to 18.73% in TWC through TWR-Holdings Company Limited whereas TWC directly holds ordinary shares equivalent to 34.78% in LRH. 3. General Explanation on the Nature of the Assets Involved : BNPL, a subsidiary of TWC, was set up to develop the Bangna Place Condominium project and with the completion of the project, it is currently an inactive company with Bt846.69 million in accumulated losses as disclosed in its management accounts as at October 31, 2001. LGL on the other hand is a profitable company and is expected to remain profitable. As a result, it has been forecast that LGL will be subjected to high corporate income tax annually. As part of the overall effort to minimize its tax exposure and to make the company more tax efficient, LGL employed the services of a tax consultant firm to review the structure of the company's operations and to propose tax minimization initiatives within the framework of the Thai revenue code. At the recommendation of the tax consultant, the board of directors of LRH approved the acquisition by its subsidiary, LGL, of 99.99% of BNPL's issued and fully paid-up ordinary shares from TWC at the total consideration of Bt21,000,000 which is based on 10% of the available tax losses as verified by a due diligence on these losses by an independent tax consultant. LGL will then restructure its operations so as to effectively use the accumulated losses in BNPL to reduce LGL's corporate income tax expenses over the next several years. BNPL will be acquired as a "shell" company and the expected net tax savings for LGL over several years is estimated at not less than Baht 100 million in total. 4. The Details of the Assets Involved: Investments - The company name : Bangna Place Realty Limited - The nature of business: Property Development (presently inactive) - Registered capital : Bt1,820,000,000.- - Paid-up capital : Bt846,703,000.- divided into 8,476,030 ordinary shares at par value of Bt 100.-per share -Estimated Net book value as of October 31, 2001: Negative Baht 100 per share - Number of securities acquired : 8,467,024 ordinary shares - Total acquisition price: Bt 21,000,000.- - Proportion of securities holding before acquisition: -Nil- ordinary shares - Proportion of securities holding after acquisition: 8,467,024 ordinary shares or equivalent to 99.99% of investment in BNPL 5. Total Value of the Considerations or Total Value of the Transaction: Bt21,000,000.- (Baht Twenty One Million Baht only) 6. Source of Fund: Cash balances of LGL Shareholders Shareholding % Shareholding Laguna Resorts & Hotels Public Company Limited 4,850,000 9.24 TWR Holdings Company Limited 4,983,200 9.49 Laguna Grande Limited Shareholders Shareholding % shareholding Laguna Resorts & Hotels Public Company Limited 8,450,974 84.51 Allamanda Vacations Club Limited 921,667 9.22 Mae Chan Property Company Limited 627,353 6.27 Laguna Resorts & Hotel Public Company Limited Shareholders Shareholding % Shareholding Thai Wah Public Company Limited 29,447,324 34.78 Connected Persons holding Directorship in the Parties: Thai Wah Public Company Limited 1. Mr. Ho Kwon Cjan Vice Chairman 2. Mr. Surapon Supratya Joint Managing Director 3. Mr. Sretsei Saittagaroon Director 4. Mr. Tee Hwee Liang Director Laguna Grande Limited 1. Mr. Ho Kwon Cjan Director 2. Mr. Surapon Supratya Director 3. Mr. Sretsei Saittagaroon Director 4. Mr. Tee Hwee Liang Director 8. The Nature and Extent of the Interest of Connected Persons in the Transaction. The interests of the connected shareholders in this transaction are: For LRH through its shareholding in LGL: LRH stand to benefit from the use of losses carried forward in BNPL as part of its overall tax planning program. For TWC: TWC stands to profit from the sale of a subsidiary (BNPL) which is currently inactive and has a significant amount of losses carried forward. The connected directors in question do not have any personal interest or benefit arising from this transaction. Summary: TWC and LGL are related parties and the size of the transaction is 0.35% of net tangible assets (NTA) of LRH as disclosed in its financial statements as ended September 30, 2001. As the size of the transaction is less than the 3% threshold, LRH is not required to convene a shareholders' meeting to approve the decision to enter into this transaction as laid out in The Stock Exchange of Thailand's (SET) Rules, Procedures and Disclosure of Connected Transactions of Listed Companies. S U B S C R I P T I O N I N F O R M A T I O N Troubled Company Reporter -- Asia Pacific is a daily newsletter co-published by Bankruptcy Creditors' Service, Inc., Trenton, NJ USA, and Beard Group, Inc., Washington, DC USA. Lyndsey Resnick, Maria Vyrna Nineza, Jerros Dolino, Editors. Copyright 2000. All rights reserved. ISSN: 1520-9482. This material is copyrighted and any commercial use, resale or publication in any form (including e-mail forwarding, electronic re-mailing and photocopying) is strictly prohibited without prior written permission of the publishers. Information contained herein is obtained from sources believed to be reliable, but is not guaranteed. The TCR -- Asia Pacific subscription rate is $575 for 6 months delivered via e-mail. Additional e-mail subscriptions for members of the same firm for the term of the initial subscription or balance thereof are $25 each. For subscription information, contact Christopher Beard at 240/629-3300. *** End of Transmission ***