/raid1/www/Hosts/bankrupt/TCRAP_Public/011211.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
Tuesday, December 11, Vol. 4, No. 241
Headlines
A U S T R A L I A
AUSTRALIAN MAGNESIUM: Posts Director`s Interests Notice
CROWNSTAR INTERNATIONAL: Provisional Liquidator Appointed
GOODMAN FIELDER: Posts Daily Share Buy-Back Notice
JAMES HARDIE: Converts Rate For Capital Return
NORMANDY MINING: Board To Recommend Revised Newmont Offer
PACIFIC DUNLOP: S&P Affirms `Bb+' Rating, Outlook Negative
QANTAS AIRWAYS: Real Estate Agent Charged With Insider Trading
TENNYSON NETWORKS: Launches into Call Center Market
C H I N A & H O N G K O N G
CHAMPION VENTURE: Faces Winding Up Petition
EFFORD GROUP: Winding Up Petition Pending
GOFAR INDUSTRIES: Winding Up Petition Set For Hearing
GOOD TASTE: Winding Up Petition Hearing Set
KTP HOLDINGS: Clarifies Sale, Purchase Agreement
KTP HOLDINGS: Exceptional Price Movement Unexplainable
NEW STRONG: Winding Up Petition To Be Heard
I N D O N E S I A
Semen Gresik: Workers Opposed To Put Option Decision
* IBRA Replaces Four Deputy Chairmen
J A P A N
AOKI CORP: Plans June Implementation Of Rehab Program
KAWASAKI HEAVY: Moody's Changes Baa2 Rating Outlook To Negative
MATSUSHITA ELECTRIC: Closes UK, Singapore Fax Machine Units
OKAYAMA KEN: Bankruptcy Follows Failed Rehab Attempts
TAKAMATSU-KOTOHIRA: Rail Company Files For Court Protection
K O R E A
CHOHUNG BANK: Three Foreign Firms Bid For Credit Card Ops
DAEHAN FIRE: KDIC To Re-Capitalize Insurer
DAEWOO ELECTRONICS: Sale Rescheduled For February
DAEWOO MOTOR: Marketing Unit Union To Go On Strike This Week
HYNIX SEMICONDUCTOR: Agrees Equity Swap, Assets Sale With Micron
LG ELECTRONICS: Splitting Into Holding Co, New LGE
SEOUL BANK: Dongbu Group To Buy 4% Stake For W24B
M A L A Y S I A
BRIDGECON HOLDINGS: SA Enters Agreement With Bondell
EMICO HOLDINGS: Seeks One-Week Proposal Extension
KUALA LUMPUR: Danaharta OKs Corp, Debt Restructuring Exercise
MAN YAU: High Court Sanctions Workout Schemes
MYCOM BERHAD: Shareholders Approve Resolutions at AGM
NAUTICALINK BERHAD: KLSE Approves RA Extension Request
OMEGA HOLDINGS: Signs MOU With Selayang Budi
REPCO HOLDINGS: Special Administrators Finalize Restructure Plan
TANCO HOLDINGS: CDRC Assists Debt Restructuring Finalization
TANCO HOLDINGS: Successfully Enters Agreement With Lenders
UH DOVE: SC Grants Proposal Amendments Approval
UH DOVE: Subsidiary Disposes Of HWGB Investments
P H I L I P P I N E S
COSMOS BOTTLING: SMC's Stake Buy Excludes Water Bottling Unit
NATIONAL POWER: Heath Lambert Gives Lowest Reinsurance Bid
S I N G A P O R E
BRIERLEY INVESTMENTS: Temasek Holdings Changes Deemed Interest
CAPITALAND: HK Companies Registry Delists Associate Company
CAPITALAND LIMITED: DBSCS Increases Paid-Up Capital To $123.6M
ST-KWE LOGISTICS: Sembcorp Associate Co Under Liquidation
T H A I L A N D
MODERN HOME: Posts Capital Reduction, Increase Results
PHAYATHAI 2: Business Reorganization Petition Filed In Court
THAI HEAT: Declares Holiday, Releases 2002 Holidays
- - - - - - - -
=================
A U S T R A L I A
=================
AUSTRALIAN MAGNESIUM: Posts Director`s Interests Notice
-------------------------------------------------------
Australian Magnesium Corporation Limited (AMC) posted:
NOTICE OF DIRECTOR'S INTERESTS
Section 205G of the Corporations Law
INITIAL NOTICE
Name of Director Francis Tony Brown
Name of Company Australian Magnesium Corporation Limited
Date of Appointment 30/11/2001
"I have a relevant interest in the following securities of the
company or a related body corporate:
Type of security: Distribution Entitled Securities
Number of securities: 40,000
22/11/2001: subscribed for and allotted 40,000 under a
prospectus dated 15/10/2001
"I have an interest in the following contracts to which I am a
party or under which I am entitled to a benefit that confer a
right to call for or deliver shares in, debentures of, or
interests in a collective investment scheme made available by,
the company or related bodies corporate: - "
TCR-AP reported last week that that AMC has completed its
refinancing of the Queensland Magnesia (QMAG) debt facility and
associated restructuring of the foreign exchange hedge book.
CROWNSTAR INTERNATIONAL: Provisional Liquidator Appointed
---------------------------------------------------------
The Australian Securities and Investments Commission (ASIC)
obtained orders in the Federal Court of Australia appointing
Andrew McLellan of Carson McLellan the provisional liquidator to
holiday company, Crownstar International Pty Ltd and C.C. Travel
Pty Ltd.
Justice Finkelstein said that, "he had a very firm view that it
was in the interests of everybody for the companies to go into
provisional liquidation immediately." The Court has ordered the
provisional liquidator to report back to the Court within one
month. This action follows orders obtained by ASIC on 23
November 2001 freezing all property and assets of the two
companies.
ASIC alleged Crownstar International was insolvent, that the
company's funds have been mismanaged and that the company has
made misleading statements about membership privileges.
Crownstar International has, in recent months, promoted a travel
and holiday club aimed at raising public membership funds and
promising discounted hotel and travel packages and rewards.
Members and clients of Crownstar International are spread
throughout Australia and New Zealand.
If members and clients have any inquiries, they should directed
them to Messrs Andrew McLellan or David Warner at Carson
McLellan, Level 45 Nauru House, 80 Collins Street, Melbourne or
telephone 03 9654 1517.
GOODMAN FIELDER: Posts Daily Share Buy-Back Notice
--------------------------------------------------
Goodman Fielder Limited posted this notice:
DAILY SHARE BUY-BACK NOTICE
(EXCEPT MINIMUM HOLDING BUY-BACK AND
SELECTIVE BUY-BACK)
Name of Entity
Goodman Fielder Limited
ABN
44 000 003 958
We (the entity) give ASX the following information.
INFORMATION ABOUT BUY-BACK
1. Type of buy-back On market
2. Date Appendix 3C was given to Tuesday 13/11/2001
to ASX
TOTAL OF ALL SHARES BOUGHT BACK, OR IN RELATION TO WHICH
ACCEPTANCES HAVE BEEN RECEIVED, BEFORE, AND ON, PREVIOUS DAY
BEFORE PREVIOUS
PREVIOUS DAY
DAY
3. Number of shares bought 10,202,159 500,000
back or if buy-back is
an equal access scheme,
in relation to which
acceptances have been
received
$ $
4. Total consideration paid 13,707,695 665,000
or payable for the shares
5. If buy-back is an on-market
buy-back
Highest price paid Highest price paid
$1.38 $1.33
Date: -
Lowest price paid Lowest price paid
$1.33 $1.33
Date: -
Highest price
allowed under rule
7.33:
$1.4364
PARTICIPATION BY DIRECTORS
6. If buy-back is an on-market Nil
buy-back - name of each
director and related party
of a director from whom the
company bought back shares
on the previous day, the
number of shares which the
company bought back from
each named director or
related party, and the
consideration payable for
those shares.
HOW MANY SHARES MAY STILL BE BOUGHT BACK.
7. If the company has disclosed 62,297,841
an intention to buy back a
maximum number of shares - the
remaining number of shares to
be bought back
COMPLIANCE STATEMENT
1. The Company is in compliance with all Corporations Law
requirements relevant to this buy-back.
2. There is no information that the listing rules require to be
disclosed that has not already been disclosed, or is not
contained in, or attached to, this form.
TCR-AP reported early September that Standard & Poor's affirmed
its 'BBB+/A-2' ratings on the Company and guaranteed debt
issues. The rating outlook was revised to negative from stable.
JAMES HARDIE: Converts Rate For Capital Return
----------------------------------------------
James Hardie Industries N V (JHINV) informed that the capital
return of US.05 cents per share announced on 19 November 2001
converts to AUD 0.0965.
JHINV Chess Units of Foreign Securities (CUFS) holders
registered at the close of business on 6 December 2001 will
receive a capital return of 9.65 cents Australian currency per
CUFS. No withholding tax is required to be deducted from the
capital return which is payable on 20 December 2001. The capital
return for ADR holders will be paid in US currency.
On November 8, TCR-AP reported that The company entered into an
agreement to sell its shares in James Hardie Windows Pty Limited
to Crescent Capital Partners Limited.
NORMANDY MINING: Board To Recommend Revised Newmont Offer
---------------------------------------------------------
Normandy Mining Limited (Normandy) acknowledged the
announcement by Newmont Mining Corporation (Newmont) Monday that
Newmont has increased its offer for Normandy by $0.35 cash per
Normandy share making total cash consideration of $0.40 per
share. Newmont also announced that the cash component will no
longer be conditional on 90% acceptance from Normandy
shareholders.
Newmont's revised offer is 3.85 Newmont shares per 100 Normandy
shares plus $0.40 cash per share. This implies an offer price of
$1.90 per Normandy share (based on Friday's closing price of
Newmont's shares on the NYSE).
IMPLIED VALUE OF THE OFFER
The $1.90 implied value:
1. Is at a premium of approximately 12% to Friday's closing
price of $1.69 for Normandy shares.
2. Is at a premium of approximately 15% to the implied value of
$1.65 per Normandy share under AngloGold's revised offer (based
on Friday's closing price of AngloGold ADRs on the NYSE).
AngloGold's revised offer is 2.15 AngloGold shares plus $0.20
cash per share.
3. Is at the top of the value range of $1.48 to $1.88 per
Normandy share assessed by Grant Samuel & Associates Pty
Limited, the Independent Expert appointed by Normandy to value
the company.
NORMANDY BOARD RESPONSE
The Normandy Board (excluding Mr Pierre Lassonde, who did not
participate) discussed Newmont's revised offer and formally met
Monday to review it. Having regard to the increased value and
improved terms of the offer, and the fact that it exceeds the
value of AngloGold's revised offer (as assessed at the time of
announcement ($1.65) and its current value ($1.65)) by a
significant margin, the Board, subject to their fiduciary
duties, has approved and agreed to recommend that Normandy
shareholders accept the revised Newmont offer and therefore
reject the revised AngloGold offer.
The Chairman and Chief Executive Officer of Normandy, Mr Robert
Champion de Crespigny, said:
"We are pleased that Newmont has increased its offer for
Normandy. Newmont's revised offer better recognizes the
intrinsic and strategic value inherent within the company.
The offer is above the recently revised AngloGold offer by a
good margin, which is a great result for Normandy shareholders
and is consistent with the Normandy Board's objectives
throughout this process.
The new offer also includes a significantly higher component of
cash that is twice that of AngloGold's offer, which provides
additional certainty on value to Normandy shareholders.
The company created through the merger of Franco-Nevada with
Newmont and the acquisition of Normandy will create the world's
leading gold producer. It is a very exciting opportunity for
Normandy shareholders."
UPDATED TIMING FOR ANGLOGOLD AND NEWMONT OFFERS AND STATUS OF
BID CONDITIONS
AngloGold's offer has been declared free from conditions and is
due to close on 27 December, 2001. The $0.20 per share cash
component of the consideration is conditional upon AngloGold
shareholder approval at a meeting on 19 December, 2001, however,
AngloGold has announced that its 53% shareholder, Anglo American
plc, has given an unqualified commitment to vote in favor of the
ordinary resolution required to approve the $0.20 per share
increase in the AngloGold offer.
Newmont's proposed offer remains subject to a 50.1% minimum
acceptance condition and other conditions including Newmont
shareholder approval and certain regulatory approvals. Newmont
has said it intends to lodge its Bidder's Statement within a
week and dispatch will occur as soon as possible thereafter.
Newmont intends to complete its bid by mid-February, 2002.
DIRECTORS' INTENTIONS
The Normandy Board is very aware of the timing pressure emerging
on Normandy shareholders as a result of the pending closure of
the AngloGold offer on 27 December. The Board felt that, because
of this timing pressure, it was important to provide a
recommendation, albeit subject to fiduciary duties, to Normandy
shareholders now.
The Board is cognizant of the fact that the market value of
scrip based offers may change from day to day and the Board will
take this into account in making its recommendation.
Mr Champion de Crespigny and each of the other Normandy
Directors reiterate that they currently intend to accept the
revised Newmont offer in respect of the Normandy shares they
hold.
The Board of Normandy intends to issue a supplementary statement
in relation to the AngloGold offer shortly, in which the
Normandy Board's formal recommendation in relation to the
AngloGold bid and confirmation of its intention to recommend the
Newmont bid will be set out in more detail. The Board is
conscious of the conditions to which the revised Newmont offer
is subject (compared to the AngloGold offer) and the risks to
Normandy shareholders if one or more of those conditions is not
satisfied and intends to address these risks in the
supplementary statement.
PACIFIC DUNLOP: S&P Affirms `Bb+' Rating, Outlook Negative
----------------------------------------------------------
Standard & Poor's affirmed Monday its `BB+' long-term and `B'
short-term corporate credit ratings on Pacific Dunlop Ltd. (PDL)
and those on its guaranteed senior debt issues and programs. The
outlook remains negative.
This affirmation follows the divestment of PDL's Pacific Brands
business for A$730 million, the net proceeds of which will be
fully applied to debt reduction. Consequently, PDL is now a
significantly more narrowly focused business, involved primarily
in the production of latex and synthetic latex gloves and condom
products globally through its Ansell subsidiary.
"PDL's Ansell business is characterized by its moderate and
growing positions within a number of barrier protection
markets," said Paul Draffin, associate, Corporate &
Infrastructure Ratings. "These markets generally are fragmented
and exhibit increasing competition, which limits Ansell's
pricing flexibility."
Ansell also has a significant exposure to industrial production
levels (with about 50% of its sales from industrial gloves);
fluctuating raw material prices; exchange rate movements; and
short patents on many of its higher margin products. Therefore,
growth in operating earnings and margins remains reliant on
Ansell's ability to continue as a leading product innovator, and
to maintain a highly competitive cost position.
The relocation of its manufacturing operations from the U.S. to
Asia and Mexico, currently in progress, should assist in
improving its cost competitiveness. The consolidating nature of
Ansell's markets also ensures that acquisition opportunities
(and associated integration risks) will remain a feature of this
business in the short-to-medium term.
"To date, the company has enjoyed reasonable success in
integrating acquisitions into its operations. In addition,
Ansell also retains a contingent exposure to latex litigation
claims, which could impact PDL's financial flexibility in the
medium term," added Mr. Draffin.
Following debt paydown from proceeds of the Pacific Brands sale,
PDL should exhibit a significantly more conservative financial
profile, with EBITDA interest cover expected to improve to about
4x, and debt (net of available cash) to EBITDA expected to be
about 3x (4x in 2001).
However, return on permanent capital is expected to remain below
10% in the next two years, which is considered weak for the
rating, reflecting the relatively low returns generated from its
core Ansell business, as well as a number of underperforming
noncore investments. Furthermore, PDL's financial flexibility
and growth strategy may be constrained by the company's bank
covenants in the near term.
"Given its narrower business profile, PDL's credit quality is
reliant on the company maintaining a conservative financial
profile. In this respect, an improvement in its funds from
operations (FFO)-to-debt ratio to the 25%-30% range in the next
12 months will be required to maintain the ratings, which should
be supported by disciplined working capital management and the
successful relocation of its U.S. manufacturing operations to
Mexico and Asia," said Mr. Draffin.
QANTAS AIRWAYS: Real Estate Agent Charged With Insider Trading
--------------------------------------------------------------
Mr Robert (Bart) Doff, a 54-year-old Sydney real estate agent,
appeared in the Local Court in Sydney charged with one count of
insider trading in the shares of Qantas Airways Limited
(Qantas).
Mr David Knott, Chairman of the Australian Securities and
Investments Commission (ASIC), said that the charge follows an
investigation by ASIC into the circumstances surrounding trading
in Qantas shares shortly before Qantas announced that it would
take over the operations of Impulse Airlines.
The ASIC alleges that Mr Doff contravened the insider trading
provisions of the Corporations Act when, on 24 April 2001, he
purchased 20,000 Qantas shares. The shares were purchased in the
name of Jetoten Pty Limited, a company of which Mr Doff is the
sole director. Mr Doff will next appear before the Court on 15
January 2002.The Commonwealth Director of Public Prosecutions is
prosecuting the matter. ASIC will not comment further on this
matter at this time.
TENNYSON NETWORKS: Launches into Call Center Market
---------------------------------------------------
Tennyson Networks (ASX: TNY) announced Monday that it had
completed development of a new product range which would enable
it to attack the rapid growth market for call center solutions.
The new product, called "PowerSOX", is targeted at call centers
with up to 60 users and offers a range of sophisticated
functions hitherto unaffordable for small call center
operations. Based on Tennyson's award-winning SOX telephony
platform, PowerSOX offers the extensive CRM (customer
relationship management), help desk, customer service and
inbound/outbound call center functionality normally available
only in larger, more expensive systems, explained Tennyson's
CEO, Mr Leigh Coleman.
"We have previewed it with a number of companies and the
response has been tremendous," Mr Coleman said. "We expect this
new Australian-developed product will create an aggressive new
revenue stream for us because it fills a huge gap in a market
that is growing very quickly."
"Companies of all sizes are looking to manage their customer
relationships through technology-rich customer contact centers.
Until now the smaller companies have been handicapped by the big
investment needed to obtain the functionality required for
operating these centers. That's why PowerSOX is such a
breakthrough." PowerSOX is a turnkey solution that can be
installed with minimal customization. Tennyson is developing
further extensions to the product so that it can offer even more
functions and features.
On late September, TCR-AP reported that the company closed its
Perth office, consolidating all head office functions in
Melbourne Commensurate with the move, as another major milestone
in its cost reduction program.
================================
C H I N A & H O N G K O N G
================================
CHAMPION VENTURE: Faces Winding Up Petition
-------------------------------------------
The petition to wind up INVESTMENT LIMITED is set for hearing
before the High Court of Hong Kong on December 12, 2001 at 10:00
am. The petition was filed with the court on August 21, 2001 by
Bank of China (Hong Kong) Limited (the successor corporation to
The Kwangtung Provincial Bank pursuant to Bank of China (Hong
Kong) Limited (Merger) Ordinance (Cap. 1167) of 14th Floor, Bank
of China Tower, 1 Garden Road, Central, Hong Kong.
EFFORD GROUP: Winding Up Petition Pending
-----------------------------------------
Efford Group (H.K.) Investment Limited is facing a winding up
petition, which is slated to be heard before the High Court of
Hong Kong on December 19, 2001. The petition was filed on August
24, 2001 by Bank of China (Hong Kong) Limited (the successor
corporation to The National Commercial Bank Limited pursuant to
Bank of China (Hong Kong) Limited (Merger) Ordinance (Cap. 1167)
of 14th Floor, Bank of China Tower, 1 Garden Road, Central, Hong
Kong.
GOFAR INDUSTRIES: Winding Up Petition Set For Hearing
-----------------------------------------------------
The petition to wind up Gofar Industries Limited will be heard
before the High Court of Hong Kong on December 12, 2001 at 10:00
am. The petition was filed with the court on August 22, 2001 by
Bank of China (Hong Kong) Limited (the successor corporation to
The Kwangtung Provincial Bank pursuant to Bank of China (Hong
Kong) Limited (Merger) Ordinance (Cap. 1167) of 14th Floor, Bank
of China Tower, 1 Garden Road, Central, Hong Kong.
GOOD TASTE: Winding Up Petition Hearing Set
-------------------------------------------
The petition to wind up Good Taste Restaurant Limited is
scheduled to be heard before the High Court of Hong Kong on
January 30, 2001 at 9:30 am. Tsui Kai Fai of Room 2619, Shin Mei
House, Fu Shin Estate, Tai Po, New Territories, Hong Kong filed
the petition with the court on October 24, 2001.
KTP HOLDINGS: Clarifies Sale, Purchase Agreement
------------------------------------------------
KTP Holdings Limited and Wonder Star Securities clarified that
upon completion of the Sale and Purchase Agreements, the Offer
would be made by Kim Eng Securities (Hong Kong) Limited (KE
Securities), which is a dealer registered under the Securities
Ordinance (Chapter 333 of the Laws of Hong Kong) (Securities
Ordinance) as Kim Eng Capital (Hong Kong) Limited (KE Capital)
is only an investment adviser but not a dealer registered under
the Securities Ordinance.
Each of KE Securities and KE Capital is a wholly-owned
subsidiary of Kim Eng Holdings (Hong Kong) Limited. KE Capital
remains the financial adviser to Wonder Star in relation to the
Offer. KE Securities is satisfied that there are sufficient
financial resources available to Wonder Star to meet the full
acceptance of the Offer (by all the shareholders of KTP save for
Mr. Yip and Gekesco).
KTP HOLDINGS: Exceptional Price Movement Unexplainable
------------------------------------------------------
KTP Holdings Limited noted the increase in the price of the
shares the Company on 7th December 2001 and wish to state that
the Company is not aware of any reasons for such increase save
as disclosed in the announcement made by the Company dated 4th
December 2001.
The Company also confirmed that there are no negotiations or
agreements relating to intended acquisitions or realizations
which is discloseable under paragraph 3 of the Listing
Agreement, neither is the board of directors 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.
NEW STRONG: Winding Up Petition To Be Heard
-------------------------------------------
The petition to wind up New Strong Enterprises Limited is
scheduled for hearing before the High Court of Hong Kong on
December 12, 2001 at 9:30 am. The petition was filed with the
court on August 21, 2001 by Bank of China (Hong Kong) Limited
(the successor corporation to Sin Hua Bank Limited pursuant to
Bank of China (Hong Kong) Limited (Merger) Ordinance (Cap. 1167)
of 14th Floor, Bank of China Tower, 1 Garden Road, Central, Hong
Kong.
=================
I N D O N E S I A
=================
Semen Gresik: Workers Opposed To Put Option Decision
----------------------------------------------------
Tjipto Sumarsono, PT Semen Gresik workers association Chairman,
said they reject the government's decision to exercise its put
option to sell an additional 51 percent stake in the Company to
Cemex and repurchase a 49 percent stake in each of two of its
units, Semen Padang and Semen Tonasa, PRNewsAsia reported
Monday.
"The workers association demanded that the government maintain
its 51 pct majority stake in PT Semen Gresik in order to ensure
the stability of the national cement industry," Sumarsono said.
Sumarsono added that if the government fails to meet the
association's demand then the workers will hold a mass strike.
Kompas daily also reported that workers at PT Semen Padang have
also threatened to hold a general strike to protest against the
Semen Gresik decision.
* IBRA Replaces Four Deputy Chairmen
------------------------------------
On December 3 2001, State Minister of State-Owned Enterprises
Affairs issued Decree no. KEP-30/M-BUMN/2001 to Indonesia Bank
Restructuring Agency (IBRA) Deputy Chairmen replacement.
The Deputy Chairmen are:
* Soebowo Musa as Deputy Chairman of Bank Restructuring
replacing Felia Salim.
* I Nyoman Sender as Deputy Chairman of Asset Management
Credit replacing Irwan Siregar.
* Heri Wahyu Setiyarso as Deputy Chairman of Risk Management
replacing Hendy Herijanto.
* Junianto Tri Priyono as Deputy Chairman of Support &
Administration replacing Chandra Purnama.
With the replacements, it is hoped that IBRA will improve its
performance in achieving target, which will be harder in the
future.
The IBRA is an agency of the government of Indonesia established
at the beginning of 1998 as the primary agency to oversee the
rehabilitation of the financial sector. IBRA is authorized to
take over, control, and dispose of troubled banks' assets and
collateral.
=========
J A P A N
=========
AOKI CORP: Plans June Implementation Of Rehab Program
-----------------------------------------------------
At a Sunday creditors' meeting, Aoki Corp President Yoichiro
Yano, who apologized to the creditors for the collapse of the
company, said the company plans to implement a rehabilitation
program in June after obtaining court approval in May, Japan
Today reported Monday.
The President expects the Tokyo District Court to start
procedures for the rehabilitation this month. The contractor
wants to submit the plan to the court by late February.
KAWASAKI HEAVY: Moody's Changes Baa2 Rating Outlook To Negative
---------------------------------------------------------------
Moody's Investors Service has changed the outlook of the Baa2
rating of Kawasaki Heavy Industries, Ltd's (KHI) senior
unsecured long-term debt to negative from stable.
This outlook change reflects the rating agency's growing concern
that KHI's profitability is likely to continue to face downward
pressure due to weak market conditions. KHI incurred huge losses
in FYE 3/2000 and since then it has been implementing various
measures, including staff reduction and corporate restructuring.
However, the current restructuring program undertaken by KHI may
not allow the company to stabilize its earnings and cash flow,
given the potential for further deterioration in the business
climate.
Kawasaki Heavy Industries is one of the world's leading heavy
machinery manufacturers.
MATSUSHITA ELECTRIC: Closes UK, Singapore Fax Machine Units
-----------------------------------------------------------
Matsushita Electric Industrial Co., Ltd. (MEI) (NYSE: MC) and
Matsushita Graphic Communication Systems, Inc. (MGCS, a
subsidiary of MEI), best known for the Panasonic brand name,
announced Friday plans to discontinue production of facsimile
machines at their joint subsidiaries in the UK and Singapore;
Matsushita Graphic Communication Systems (UK) Ltd. (MGUK) and
Matsushita Graphic Communication Systems (S) Pte. Ltd. (MGS) at
the end of February, 2002.
MGUK and MGS will then begin liquidation procedures.
As the main reasons for closing the UK and Singapore
subsidiaries, Matsushita cited declines in demand for single-
function facsimile machines due to changing consumer preferences
toward multi-functional models --- a trend fueled by increasing
use of personal computers and the Internet, brought about by
advancements in information technology.
Furthermore, Matsushita sees an urgent need to restructure its
global facsimile manufacturing locations in the face of
intensifying price competition due to competitors' overseas
production shifts. Such changes in the business environment were
also considered in the decision to close MGUK and MGS.
Production of facsimile machines in the UK and Singapore will be
shifted to the Philippines to enhance cost competitiveness.
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MGUK, a manufacturing subsidiary of MGCS and MEI, was
established in Reading, the UK, in 1989. MGUK produced
approximately 100,000 plain paper facsimile machines (mainly for
business use) and related facsimile supplies for the European
market over the past 12 years. MGS, also a manufacturing
subsidiary of MGCS and MEI, was established in Singapore, in
1987. MGS produced approximately 2,700,000 plain paper facsimile
machines and related facsimile supplies for the world-wide
market, including Japan, over the past 15 years.
The closing of MGUK and MGS will have no material effect on
MEI's parent's alone or consolidated financial position or
performance for the current fiscal year, ending March 31, 2002.
Matsushita Electric Industrial Co., Ltd. is one of the world's
leading producers of electronic and electric products for
consumer, business and industrial use, which it markets around
the world under the "Panasonic," "National," "Technics" and
"Quasar" brand names. Matsushita's shares are listed on the
Tokyo, Osaka, Nagoya, Fukuoka, Sapporo, Amsterdam, Dusseldorf,
Frankfurt, New York, Pacific and Paris stock exchanges. For more
information, visit the Matsushita web site at the following URL:
http://www.panasonic.co.jp/global/
OKAYAMA KEN: Bankruptcy Follows Failed Rehab Attempts
-----------------------------------------------------
Okayama-Ken Credit Union in Okayama Prefecture and three other
unions in Tochigi Prefecture, Tochigi-Ken Chuo Credit Union,
Kuroiso Credit Union and Ogawa Credit Union filed insolvency
proceedings with the Financial Services Agency (FSA) on Friday
under the Deposit Insurance Law, after giving up efforts to
rehabilitate on their own, Japan Today reported Saturday.
TAKAMATSU-KOTOHIRA: Rail Company Files For Court Protection
-----------------------------------------------------------
Takamatsu-Kotohira Electric Railroad Company filed for court
protection from creditors Friday, with consolidated liabilities
of approximately Y60 billion, the first purely private railway
to seek legal help to rehabilitate, Japan Times reported
Saturday, which quoted the Land, Infrastructure and Transport
Ministry.
The company reportedly went to the Takamatsu District Court
under fast-track legislation for corporate rehabilitation after
giving up on its own attempts to deal with its debt. It asked
its banks to waive debts of Y15.1 billion after compiling a
reconstruction plan in late October, but the banks refused.
The railroad, which was established in 1943, operates three
railway lines in Kagawa Prefecture. In 1997, the company opened
the Kotoden Sogo department store, which went bankrupt in
January incurring unconsolidated net losses of Y11.4 billion on
revenues of Y4.9 billion in fiscal year 2000 ending March 31.
=========
K O R E A
=========
CHOHUNG BANK: Three Foreign Firms Bid For Credit Card Ops
---------------------------------------------------------
Chohung Bank (CHB) received bids from three foreign financial
companies for its credit card operations. The prospective buyers
will start due diligence this week, the Korea Herald reported
Saturday, which quoted CHB President Wee Sung-bok, who said CHB
might merge with Seoul Bank should the government, or the
largest stakeholder in CHB, want such an option.
Wee said, "CHB will submit an application for the spin-off of
its credit card segment this month with the financial
authorities. Once the spin-off plan is approved, the bank will
sell its stake in the credit card operations next year."
"CHB can hand over the managerial control of the card segment if
a buyer is willing to meet a condition that the card operations
be placed under a financial holding company CHB is considering
setting up," and "We will wrap up the sale of the credit card
operations by June next year," Wee added.
DAEHAN FIRE: KDIC To Re-Capitalize Insurer
-----------------------------------------
Korea Deposit Insurance Corp, which signed in late November a
formal contract to sell the insolvent Daehan Fire & Marine
Insurance to Daehan Cement for W42 billion, said Friday it will
re-capitalize Daehan Fire by year-end.
KDIC would use the sale proceeds, together with a public fund
injection of W38.1 billion, to re-capitalize Daehan Fire, which
had debts exceeding its assets by W80.1 billion. The insurer's
equity will be fully written down before the fund injection.
DAEWOO ELECTRONICS: Sale Rescheduled For February
-------------------------------------------------
Daewoo Electronics' planned sale will be moved to February. It
was originally scheduled to be before this year's end, because
of the delayed due diligence on the company, owing to its many
subsidiaries abroad and a variety of business areas, and the
September terrorist attacks, Korea Herald reported Monday, which
cited a creditor source. The company plans to sell its defense
industry business sector to the Hanhwa Group for W27 billion.
Creditor banks will invite bids for the ailing firm in February,
and prospective buyers will likely present their purchase
proposals in February based on the inspections made and on the
reports written by the international consulting firm KPMG.
DAEWOO MOTOR: Marketing Unit Union To Go On Strike This Week
------------------------------------------------------------
Daewoo Motor Sales union said Sunday they will go on strike this
week to protest the company's massive layoff scheme and to
demand the resignation of the current management. The unionists
plan to leave their workplaces across the country Monday,
gathering in Seoul to thwart the management's restructuring
plans, including pay cuts and layoffs, Korea Herald reported
Monday.
The Daewoo Motor domestic marketing unit reportedly said in
November it will cut about 1,000 jobs, or 25 percent of its
4,000 workers, to help make its takeover more attractive to
General Motors. The company's latest layoff scheme involving
voluntary retirement program will to personnel expenses by about
W23 billion won ($18.1 million) a year according to company
officials.
HYNIX SEMICONDUCTOR: Agrees Equity Swap, Assets Sale With Micron
----------------------------------------------------------------
Hynix Semiconductor and U.S. chip-maker Micron Technology are
close to establishing a comprehensive alliance comprising an
equity swap and sales of some plants, Korea Herald reported
Monday, which cited Hynix executives following the first round
of talks with Micron representatives. The second meeting, which
will be in Seoul before the Christmas holidays, aims to work
out details of partnership terms early next year.
Hynix and Micron negotiators reportedly have narrowed
differences considerably on equity swaps. The negotiators agreed
to rule out outright merger as a means of alliance, and had
serious discussions on Micron's takeover of some of Hynix's
production facilities at home and abroad, including a chip plant
in Eugene, Oregon.
According to one creditor bank official, creditors currently
holding about 50 percent of Hynix through debt-for-equity swaps
will be able to put up an estimated 15 of them for swaps with
Micron.
LG ELECTRONICS: Splitting Into Holding Co, New LGE
--------------------------------------------------
LG Electronics Inc (LGE) plans to adopt a new corporate identity
in April next year via a holding company structure to enhance
transparency in management, strengthen corporate governance and
improve shareholder value. The move is in line with parent LG
Group's scheme to restructure itself, an $81 billion family-run
conglomerate, or chaebol, with 46 companies and 130,000
employees, Korea Herald reported Monday.
LGE, under the plan, will be split into a holding company LG
Electronics Investment Ltd (LGEI) and a new entity of LG
Electronics Inc, with LGEI to have W2.12 trillion in assets,
W727 billion of debt, a paid-in capital of W1.39 trillion and a
debt-to-equity ratio of 52 percent. The new entity that will
keep LG Electronics as its corporate name will have W9.55
trillion in assets, W6.61 trillion of debt, a paid-in capital of
W2.93 trillion and a debt-to-equity ratio of 225 percent.
LGEI is set to control other affiliates, including mobile
carrier LG Telecom, fixed-line operator Dacom Corp. and LG
Construction, while the newly launched LG Electronics will own
electronics-related firms such as LG.Philips Displays,
LG.Philips LCD and LG Innotek as part of efforts to streamline
its digital and info-tech businesses.
SEOUL BANK: Dongbu Group To Buy 4% Stake For W24B
-------------------------------------------------
Dongbu Group will spend around W24 billion for a 4 percent stake
in Seoul Bank, but has no plans to be involved in the management
of the bank, Korea Herald reported Saturday, which quoted a
Dongbu Group official. Dongbu Insurance and Dongbu Life
Insurance will buy the stake by joining a consortium of Korean
companies that will buy a controlling stake in Seoul Bank.
Seoul Bank's former chief executive, Shin Bok-young, the present
chairman of computer network transmission equipment
manufacturer, Comtec Systems, will head the consortium.
===============
M A L A Y S I A
===============
BRIDGECON HOLDINGS: SA Enters Agreement With Bondell
----------------------------------------------------
On behalf of Bridgecon Holdings Berhad (Special Administrators
Appointed) (BHB or Company), Arab-Malaysian Merchant Bank Berhad
announced that on 4 December 2001, the Special Administrators
(SA) had, on behalf of BHB, entered into an agreement (The
Agreement) with Bondell Corporation Sdn Bhd (Bondell) and City
Associates Sdn Bhd (CASB) with the intention of setting the key
areas of understanding pending the finalization and approval of
the Proposal.
Details of the Proposal
The Proposal includes the Proposed Restructuring Scheme of BHB
(Proposed Restructuring Scheme) which involves the following
exercises:
a) The proposed 95% reduction of the current issued and paid-
up share capital of BHB and thereafter, the consolidation of 20
ordinary shares of RM0.05 each into 1 new ordinary share of
RM1.00 each (Share) in BHB (Proposed Capital Reduction and
Consolidation);
b) The proposed share exchange or recall between the
shareholders of BHB and Bondell or BHB after the Proposed
Capital Reduction and Consolidation on the basis of 1 new Share
in Bondell for every 1 consolidated BHB Share, or such other
arrangement as may be approved by the Securities Commission (SC)
and agreed upon by the parties hereto (Proposed Share
Arrangement);
c) The proposed settlement of debts due from BHB to the
creditors in accordance with the terms of the Proposed
Restructuring Scheme (Proposed Debt Settlement);
d) The proposed application for the listing of Bondell (which
would involve the delisting of BHB), subject to the approvals of
the relevant authorities including the Kuala Lumpur Stock
Exchange (KLSE) and the SC (Proposed Application for Listing);
and
e) The proposed liquidation of BHB and its subsidiaries in
accordance with the terms of the Proposal (Proposed
Liquidation).
Details of The Agreement
CASB is the holding company of Bondell, Northam Suites Sdn Bhd
(NSSB) and Gurney Development Sdn Bhd (GDSB).
Pursuant to share sale agreements (SSA) to be made between CASB
and Bondell, CASB will sell and Bondell will acquire the entire
issued and paid-up share capital of NSSB and GDSB for a purchase
consideration of RM134.9 million or a purchase consideration
which is equivalent to the adjusted net tangible asset (NTA)
value of NSSB and GDSB, the aggregate value of which shall not
be less than RM121.4 million on completion of The Agreement.
For the purpose of the SSA, the parties hereby agree that:
(a) In the event that the agreed revaluation of NSSB and/or
GDSB and the adjusted NTA value of NSSB and/or GDSB allow a
total purchase consideration higher than RM134.9 million and the
SC shall approve such agreed revaluation and such purchase
consideration based on the said adjusted NTA (Revised Purchase
Consideration), the existing total purchase consideration for
NSSB and GDSB shall be adjusted accordingly; and
(b) BHB shall be entitled up to 20% of any additional new
Shares in Bondell to be issued for the difference between the
sum of RM134.9 million and the Revised Purchase Consideration,
which shall be issued to BHB credited as fully paid-up to be
held on trust by the Creditor's Agent for the benefit of the
creditors.
Bondell and CASB shall pay RM23 million (Agreed Sum) to BHB for
the Proposed Debt Settlement in the following manner:
1) The issuance of 2 million new Bondell Shares to BHB to be
credited as fully-paid up to be held on trust by the Creditor's
Agent for the benefit of the creditors; and
2) Cash payment of RM21 million to be raised by CASB in the
following manner:
a) The proposed restricted offer for sale of 12 million new
Bondell Shares by CASB. This proceeds shall be paid to BHB
within 30 days from the closing date of the proposed restricted
offer for sale;
b) The proposed put and call option on 9 million new
Bondell Shares to be entered into between CASB and the
Creditor's Agent (Proposed Put and Call Option Arrangement).
CASB shall grant a put option to the Creditor's Agent and the
Creditor's Agent shall grant a call option to CASB. The put
option shall be exercisable on the first anniversary of the date
on issue of the new Shares at an exercise price of RM1.10. The
call option shall be exercisable at any time after the date of
issue of the new Shares at an exercise price of RM1.00 each plus
10% increment per annum, calculated on a daily basis, calculated
from the date of issue of the said new ordinary shares in
Bondell up to the exercise date of the call option. CASB shall
procure an irrevocable underwriting for a sum of up to RM9.9
million to back the Proposed Put and Call Option Arrangement.
The Agreement is conditional upon approvals being obtained from;
1) Danaharta and the secured creditor(s) of BHB (if any) for
the Proposal;
2) SC for the Proposal;
3) KLSE for the listing and quotation for the new Bondell
Shares and the Proposed Application for Listing;
4) Completion of the Proposed Capital Reduction and
Consolidation;
5) Completion of the SSA;
6) Delivery of the underwriting agreements within 4 weeks
from the approval of the SC for the Proposal; and
7) Any other relevant approvals, consents, authorizations,
permits or waivers of any regulatory agency or authority or
appropriate to permit completion of the Proposal.
Background
On 6 April 2001, Mr Tan Kim Leong, JP and Mr Siew Kah Toong of
Messrs. BDO Binder were appointed by Pengurusan Danaharta
Nasional Berhad (Danaharta) to act as SA of BHB pursuant to
Section 23 of the Pengurusan Danaharta Nasional Berhad Act 1998
as amended by the Pengurusan Danaharta Nasional Act (Amended)
Act, 2000 (Danaharta Act).
Further on 24 May 2001, Mr Tan Kim Leong, JP and Mr Siew Kah
Toong were also appointed as the SA to two(2) wholly owned
subsidiaries of the Company, namely, Bridgecon Engineering Sdn
Bhd (BESB) and Lean Seng Chan (Quarry) Sdn Bhd (LSCQ) by
Danaharta under Section 24 of the Danaharta Act.
The primary objective of the SA is to preserve the assets of BHB
and its subsidiaries and to formulate a corporate restructuring
scheme (Proposal). The SA, in accordance with Section 44 of the
Danaharta Act, is formulating the Proposal, which is subject to
Danaharta and secured creditors (if any) approvals.
EMICO HOLDINGS: Seeks One-Week Proposal Extension
-------------------------------------------------
On behalf of the Board of Directors of Emico Holdings Berhad
(Emico Or Company), Affin Merchant Bank Berhad announced that
the Company had made an application to the Kuala Lumpur Stock
Exchange for an extension of time of one (1) week until 14
December 2001 to make the submission to the relevant authorities
pertaining to the Proposals.
The request has been made to enable the Company finalize the
submission to the relevant authorities and ensure that all the
relevant documentation are in order.
The Proposals entail:
* Proposed Debt Restructuring Exercise;
* Proposed Two-Call Rights Issue;
* Proposed Employee Share Option Scheme
KUALA LUMPUR: Danaharta OKs Corp, Debt Restructuring Exercise
-------------------------------------------------------------
Commerce International Merchant Bankers Berhad (CIMB), on behalf
of the Board of Kuala Lumpur Industries Holdings Berhad (KLIH or
the Company) (Special Administrators Appointed) (Board),
announced the details of the corporate and debt restructuring
exercise of the Company (as approved by Pengurusan Danaharta
Nasional Berhad via its letter dated 30 November 2001).
DETAILS OF THE PROPOSAL
The Proposal will involve:
Proposed Incorporation
Two (2) new companies, namely Newco and a special purpose
vehicle (SPV) will be established to facilitate the
Proposed Corporate Restructuring Within The Framework Of
Pengurusan Danaharta Nasional Berhad Act 1998 (Proposal)
(Proposed Incorporation).
Both companies shall have an issued and paid-up share capital of
RM2.00 comprising two (2) ordinary shares of RM1.00 each. Two
(2) nominee shareholders on behalf of the creditors of KLIH
shall hold the shares in Newco and SPV.
Proposed Capital Reduction and Consolidation
KLIH will undertake a capital reduction in which the existing
issued and paid-up share capital of KLIH of RM303,759,072
comprising 303,759,072 ordinary shares of RM1.00 each shall be
reduced to RM3,037,591 comprising 303,759,072 ordinary shares of
RM0.01 each (Reduced Shares) by canceling RM0.99 of the par
value of each existing ordinary share.
Every 100 Reduced Shares will subsequently be consolidated into
one (1) ordinary share of RM1.00 each pursuant to which the
share capital of KLIH shall be RM3,037,591 comprising 3,037,591
ordinary shares of RM1.00 each (Consolidated Shares).
The above are collectively referred to as the "Proposed Capital
Reduction and Consolidation".
The Proposed Capital Reduction and Consolidation will give rise
to a credit of RM300,721,481, which together with the share
premium account of KLIH amounting to RM182,839,701 as at 31
March 2000 shall be applied to partly reduce the audited
accumulated losses of KLIH of approximately RM562.82 million as
at 31 March 2000.
Proposed Share Swap
As an integral part of the Proposal, Newco shall issue 3,037,591
new ordinary shares of RM1.00 each in Newco (Newco Shares) to
the existing shareholders of KLIH in exchange for the
Consolidated Shares (Proposed Share Swap). The shareholding
structure of Newco will thus mirror the shareholding structure
of KLIH after the Proposed Capital Reduction and Consolidation.
Upon completion of the Proposed Share Swap, KLIH will become a
wholly-owned subsidiary of Newco.
Newco will emerge as the new listing vehicle and the holding
company of KLIH, KLIB, Syarikat Tenaga Sahabat Sdn. Bhd. (STS)
and Equine (Newco Group) after the completion of the Proposal.
Proposed Internal Reorganization
Newco would undertake an internal reorganization to acquire KLIB
and STS from KLIH and BHH respectively. KLIB is a wholly owned
subsidiary of KLIH while STS is a wholly owned subsidiary of
BHH, another wholly-owned subsidiary of KLIH. Details of the
acquisition of KLIB and STS are as follows:
KLIB Acquisition
Newco shall acquire 100% of the equity interest of KLIB
comprising 65,538,000 ordinary shares of RM1.00 each from KLIH
for a consideration of RM1.00 (Proposed KLIB Acquisition).
As part of the Proposed KLIB Acquisition, Newco will issue
RM18.50 million nominal value redeemable convertible secured
loan stocks (RCSLS) (RCSLS B) in Newco to the secured creditor
of KLIB as settlement in full of the amounts owing by KLIB.
The indicative terms of RCSLS B are set on table 1 found at
http://www.bankrupt.com/misc/kuala_lumpur.html
Information on KLIB
KLIB was incorporated on 25 October 1963 as a private limited
company under the name of Kuala Lumpur Properties Limited. On 23
January 1964, KLIB was converted to a public company and listed
on the Stock Exchange of Malaysia and Singapore on 7 February
1964.
KLIB assumed its current name on 7 September 1970. On 31
December 1989, KLIB was delisted from the Stock Exchange of
Singapore in compliance with the requirement of the Malaysian
Government and the requirement of the KLSE.
In 1991, KLIB was acquired by KLIH pursuant to a restructuring
exercise and the listing status was transferred to KLIH.
Currently, KLIB is a wholly owned subsidiary of KLIH and is
principally an investment holding company.
Upon completion of the workout proposal of KLIB, KLIB will only
hold a single asset, namely Wisma KLIH, a 13 storey office
building located at 126 Jalan Bukit Bintang 55100 Kuala Lumpur.
Wisma KLIH is approximately 25 years old and is situated on
approximately 659 square meters of freehold land. The total
lettable area of the building is approximately 5,128 square
meters.
STS Acquisition
Newco shall acquire 100% of the equity interest of STS
comprising 740,000 ordinary shares of RM1.00 each from BHH for a
total cash consideration of approximately RM3.03 million
(Proposed STS Acquisition).
In addition, Newco will also settle the amount owing by STS to
KLIH of approximately RM8.97 million by way of cash to KLIH
directly. The total cash proceeds received by KLIH will be
utilized to repay the preferential and essential creditors and
unsecured creditors of KLIH.
Information on STS
STS was incorporated on 3 March 1975 as a private limited
company under its current name. Currently STS is a wholly owned
subsidiary of BHH and principally involved in property
development.
STS is the registered owner of three (3) parcels of leasehold
land in Ampang, Selangor, with a total land area of
approximately 13.9 acres. The three (3) parcels of landed
property have been earmarked for mixed development. Two (2)
mixed commercial and residential projects are scheduled for
launch by 2002.
(The Proposed KLIB Acquisition and Proposed STS Acquisition are
collectively known as "Proposed Internal Reorganization").
Proposed Equine Acquisition
As an integral part of the Proposal, Newco shall acquire 100% of
the equity interest of Equine comprising 12,002,150 ordinary
shares of RM1.00 each in Equine (Equine Shares) for a purchase
consideration of RM211,000,000 to be satisfied by the issuance
of 115,000,000 new Newco Shares at RM1.00 and RM96,000,000
nominal value irredeemable convertible unsecured loan stocks
(ICULS) in Newco (Proposed Equine Acquisition).
The indicative terms of ICULS are set at Table 2 found at
http://www.bankrupt.com/misc/kuala_lumpur.html
The Newco Shares to be issued pursuant to the Proposed Equine
Acquisition shall, upon allotment and issue, rank pari-passu in
all respects with the existing Newco Shares save and except that
they shall not be entitled to participate in the Proposed Rights
Issue and any dividends, rights and/or other distributions the
entitlement date of which is on or before the date of completion
of the share sale agreement to be entered into between Newco and
the Equine Vendors.
Equine Shares shall be purchased free from all charges, liens,
equities and encumbrances whatsoever and with all rights,
benefits and advantages attached thereto including all dividends
and other distributions which may be declared, made or paid in
respect of Equine Shares subsequent to the date of completion of
the Proposed Equine Acquisition.
The purchase consideration of RM211,000,000 was arrived at on a
willing buyer-willing seller basis based on the revalued net
asset value of Equine which takes into consideration the
consolidated audited NTA of Equine as at 28 February 2001 and
the indicative market values of the landed properties of Equine
and its subsidiaries in April 2001 as valued by independent
valuers, namely Azmi & Co. Sdn. Bhd. and Regroup Associate Sdn.
Bhd..
The Equine Vendors at par between 8 August 1997 and 24 May 2001
subscribed for the Equine Shares and as such, the cost of
investment of the Equine Vendors in Equine is RM12,002,150.
There are no liabilities to be assumed by Newco pursuant to the
Proposed Equine Acquisition.
Based on the indicative valuation letters dated 20 April 2001
and 24 April 2001 by Azmi & Co Sdn. Bhd. and Regroup Associate
Sdn. Bhd. respectively, the indicative open market value of the
landed properties of Equine is approximately RM352.50 million,
details of which are set out in Table 13 at
http://www.bankrupt.com/misc/kuala_lumpur.html
The shareholdings and entitlements of the Equine Vendors to the
Newco Shares and ICULS pursuant to the Proposed Equine
Acquisition are set out in Table 3 at
http://www.bankrupt.com/misc/kuala_lumpur.html
A definitive sale and purchase agreement between Newco and the
Equine Vendors will be signed to incorporate all the terms
above, the details of which will be announced on a later date.
Information on Equine
Equine was incorporated on 20 May 1992 under its current name.
Its present authorized share capital is RM25,000,000 comprising
25,000,000 ordinary shares, of which 12,002,150 Equine Shares
have been issued and fully paid-up.
Equine is an investment holding and property development company
whilst its subsidiaries are principally involved in property
development and recreational activities.
Equine and its subsidiaries ("Equine Group") currently have two
(2) property development projects, details of which are as
follows:
(a) Taman Equine
Taman Equine is a mixed commercial and residential development
project located in Seri Kembangan, Selangor. The development
site is situated on a total of 12 parcels of leasehold land with
a total land area of approximately 509 acres. The project is
expected to span a period of approximately 14 years and have a
total gross development value of RM675.50 million whilst the
gross development cost is expected to be approximately RM447.60
million. Development of Taman Equine commenced in 1995 and is
expected to be completed by 2008.
(b) Pusat Bandar Putra Permai
Pusat Bandar Putra Permai is a joint venture project between
Tujuan Ehsan Sdn. Bhd., a subsidiary of Equine and Perbadanan
Pertanian Selangor. Pusat Bandar Putra Permai is a mixed
commercial and residential development project. The development
site is situated in Seri Kembangan, Selangor on a total of 10
parcels of leasehold land with a total land area of
approximately 239 acres. The project is expected to span a
period of approximately nine (9) years and have a total gross
development value of RM553.90 million whilst the gross
development cost is expected to be approximately RM377.20
million. Development of Pusat Bandar Putra Permai commenced in
2000 and is scheduled for completion by 2008.
Prospect of Equine
The prospect of Equine Group depends mainly on the performance
of the property market as well as the Malaysian economy as a
whole. Malaysia's overall property market is expected to stay
mixed and remain in consolidation in 2001. According to the Real
Estate and Housing Developers' Association Malaysia, there would
be an increasing concern that the 2001 property market would be
on a downward swing. The stock market, the current rate of
economic growth and current level of employment and income
continue to be the major factors expected to affect the property
market in 2001. (Source: New Straits Times, 2 February 2001)
The attractive property sectors for the year 2001 will be the
residential sector. Residential properties should enjoy
sustained demand under the current low cost of funds and high
mortgage liquidity regime. Landed properties command the
greatest interest, particularly for projects in preferred
locations and developed by established developers. In general,
demand will concentrate on units priced at RM200,000 and below
by virtue of their affordability to mass purchasers. (Source:
Property Market Report 2000)
As the Equine Group's properties mainly comprise affordable
residential housing and are located in the southern growth
corridor of Putrajaya, Cyberjaya and Puchong, the Board is
confident that the Equine Group will be able to contribute
immediately to the earnings of the restructured entity.
Furthermore, given the continued interest in affordable landed
residential properties, the Board is also confident of the
future prospects of the Newco Group.
A summary of the key financial information on the Equine Group
for the past five (5) financial years ended 28 February 2001 is
set out in Table 4 at
http://www.bankrupt.com/misc/kuala_lumpur.html
Proposed Debt Restructuring
Based on the position assessment of KLIH by the SA as at 30
September 2000 after adjusting for the write down of the assets
of the KLIH Group and the crystallization of the corporate
guarantees and contingent liabilities of KLIH, the total
outstanding liabilities of KLIH is approximately RM925.20
million ("Outstanding Liabilities").
The details of the Outstanding Liabilities are as set at Table 5
found at http://www.bankrupt.com/misc/kuala_lumpur.html
As an integral part of the Proposal, KLIH will undertake the
following to settle the Outstanding Liabilities:
Proposed Transfer of Assets and Liabilities
It is proposed that KLIH shall transfer all its assets
(including subsidiaries and associated companies) and
liabilities to SPV except for its equity interest in Remedi
comprising 12.0 million ordinary shares of RM1.00 each in Remedi
and its equity interest in The People's Insurance Co. (M) Berhad
which has already been contracted for sale ("Proposed
Transfer").
Upon completion of the Proposed Transfer, all liabilities in
KLIH shall be extinguished.
Proposed Repayment
In consideration of the Proposed Transfer, the unsecured
creditors of KLIH shall receive the following on a pro-rata
basis:
(a) cash of approximately RM7.54 million (from the Proposed
STS Acquisition);
(b) 24,962,409 new Newco Shares;
(c) RM30,000,000 RCSLS A in Newco; and
(d) approximately RM27.27 million from the estimated amount
to be realized from the disposal of assets transferred to SPV
(Proposed Repayment)
The indicative terms of RCSLS A are set at table 6 found at
http://www.bankrupt.com/misc/kuala_lumpur.html
The Newco Shares to be issued pursuant to the Proposed Repayment
shall, upon allotment and issue, rank pari-passu in all respects
with the existing Newco Shares save and except the Newco Shares
shall not be entitled to any dividends, rights and/or
distributions the entitlement date of which is prior to the date
of allotment of the new Newco Shares. However, the 24,962,409
Newco Shares to be issued to the unsecured creditors of KLIH
shall not be entitled to the Proposed Rights Issue.
Proposed Liquidation of SPV
Upon completion of the Proposed Transfer, SPV will be liquidated
pursuant to a winding-up by creditors ("Proposed Liquidation").
A programmed disposal of the assets transferred would be
undertaken as part of the Proposed Liquidation, the proceeds
from which would be distributed on a pro-rata basis to the
creditors of KLIH transferred to the SPV.
(The Proposed Transfer, Proposed Repayment and Proposed
Liquidation are collectively known as "Proposed Debt
Restructuring").
Proposed Listing Transfer
An application shall be made to the relevant authorities for the
transfer of the listing status of KLIH to Newco ("Proposed
Listing Transfer"). Hence, KLIH will be delisted from the
Official List of the Main Board of the KLSE and Newco will apply
to the KLSE for admission to the Official List of the Main Board
of the KLSE.
Proposed Rights Issue
In order to allow the existing shareholders of KLIH greater
equity participation in Newco, Newco shall undertake a proposed
rights issue on the basis of nine (9) new Newco Shares for every
one (1) Newco Shares held by the shareholders of KLIH after the
Proposed Share Swap at RM1.00 per share ("Proposed Rights
Issue").
Based on the 3,037,591 Newco Shares issued to the existing
shareholders of KLIH pursuant to the Proposed Share Swap, a
total of 27,338,319 new Newco Shares would be issued pursuant to
the Proposed Rights Issue ("Rights Shares").
Total gross proceeds of RM27,338,319 is expected to be raised
pursuant to the Proposed Rights Issue which will be utilized as
set at table 7 at http://www.bankrupt.com/misc/kuala_lumpur.html
The Rights Shares shall, upon allotment and issue, rank pari-
passu in all respects with the existing Newco Shares save and
except that they shall not be entitled to participate in any
rights, dividends and/or any other distributions the entitlement
date of which precedes the date of allotment of the Rights
Shares pursuant to the Proposed Rights Issue.
Proposed Offer for Sale
On behalf of the unsecured creditors of KLIH, Newco shall
undertake an offer for sale of the 24,962,409 Newco Shares ("OFS
Shares") to be issued by Newco pursuant to the Proposed
Repayment to the public and/or bumiputera investors on a best
effort basis ("Proposed Offer for Sale").
The proceeds from the Proposed Offer for Sale and any Newco
Shares not taken up by the public and/or bumiputera investors
will be distributed back to the unsecured creditors of KLIH on a
pro-rata basis.
Proposed Waiver
Upon completion of the Proposal, the Equine Vendors will hold
approximately 67.51% of the enlarged issued and paid-up share
capital of Newco. In addition, the Equine Vendors will hold
approximately RM96,000,000 nominal value of ICULS in Newco
pursuant to the Proposed Equine Acquisition.
As such, pursuant to Part II Section 6 of the Malaysian Code on
Takeovers and Mergers, 1998, the Equine Vendors and persons
acting in concert ("PAC") with them will be required to
undertake a mandatory offer for the remaining Newco Shares not
held by them ("Mandatory Offer") upon completion of the
Proposal.
In respect of the above, an application will be made by the
Equine Vendors and PAC with them to the Securities Commission
("SC") for a waiver from the obligation on the Equine Vendors
and PAC with them to undertake a Mandatory Offer pursuant to
Practice Note 2.9.3 of the Code (exemption under rescue
operation).
INTER-CONDITIONALITY
The Proposed Incorporation, Proposed Capital Reduction and
Consolidation, Proposed Share Swap, Proposed Internal
Reorganization, Proposed Equine Acquisition, Proposed Debt
Restructuring, Proposed Listing Transfer, Proposed Rights Issue,
Proposed Offer for Sale and Proposed Waiver are inter-
conditional.
The Proposal is also inter-conditional on the separate workout
proposals undertaken by KLIB, SI and BHH within the framework of
Danaharta Act.
RATIONALE FOR THE PROPOSAL
The financial crisis that beset the East Asian region in 1997
and 1998 had severely affected the business of the KLIH Group.
As a result of the financial crisis and the KLIH Group's high
level of borrowings for non-operational activities, the KLIH
Group suffered audited losses after tax of RM361.6 million,
RM60.3 million and RM121.2 million for the financial years ended
31 March 1998, 31 March 1999 and 31 March 2000 respectively.
The existing KLIH Group is unable to repay its debts due to its
poor financial position and non-profit generating business. With
a deficit shareholders' funds of RM74.15 million based on the
audited consolidated accounts of KLIH for the financial year
ended 31 March 2000, the KLIH Group is technically insolvent and
has defaulted on its financial obligations. In the absence of
the Proposal, KLIH will most likely be forced into liquidation
and the holders of the KLIH shares are unlikely to recover any
value from their investment.
At the invitation of the Board, the SA were appointed to KLIH to
assist in the implementation of the Proposal.
The primary objective of the Proposal is to enable the existing
shareholders of KLIH to participate in the Newco Group which
will consist of the "good" assets from the existing KLIH Group
and new profit generating assets, namely Equine. The Equine
Vendors have the relevant technical and managerial expertise as
well as experience to manage the Newco Group which is expected
to give the existing shareholders of KLIH a return that is not
available from the existing KLIH Group. In addition, the
Proposal also represents an alternative to meet various
objectives which, inter-alia, include maximizing the recovery
for the creditors of the existing KLIH Group and isolating the
new business from any further liabilities or contingent claims
from the existing creditors of the KLIH Group.
EFFECTS OF THE PROPOSAL
Refer to Table 8 and 9 found at
http://www.bankrupt.com/misc/kuala_lumpur.htmlfor the Share
Capital effects of the Proposal on Newco.
Earnings
The Proposal is not expected to have any effect on the earnings
of KLIH and Newco for the financial year ending 31 March 2002 as
the Proposal completion is expected at the end of May 2002.
However, the Proposal is expected to contribute positively to
the future earnings of the Newco Group.
NTA
The proforma effects of the Proposal on the consolidated NTA of
the KLIH Group and Newco Group are set out in Table 10 and Table
11 respectively found at
http://www.bankrupt.com/misc/kuala_lumpur.html
Shareholdings Structure
Go to http://www.bankrupt.com/misc/kuala_lumpur.htmlfor the
Shareholdings Structure effects of the Proposal on the
shareholdings structure of Newco.
RISK FACTORS
Approvals of the relevant regulatory authorities
The Proposal is subject to and dependent upon the approvals
being obtained from the relevant regulatory authorities, details
of which are set out in section 7 of this announcement.
Business risks
The Equine Group is generally subject to risks which are
inherent in the property industry in which it operates such as
rising costs, shortage of inputs including manpower and raw
materials, the decreasing landbank available in strategic
locations, increasing competition from other property developers
in the affordable market segment, the sufficiency of working
capital for the duration of the project, the possibility of
claims by customers against companies within the group, changes
in the legal and environmental framework governing the industry,
the correlation of demand for properties to economic cycles and
the availability of credit or other financing.
The Equine Group will seek to limit these business risks
through, among others, continually sourcing for opportunities to
acquire new landbank in strategic areas, emphasis on affordable
houses, aggressive marketing strategies and ensuring provision
of value added products. No assurance can be given that the
above business risk factors will not have a material impact on
the future prospects of the Equine Group.
Competition
The general economic downturn in Malaysia over the last two (2)
years has intensified competition in the property industry and
is expected to continue to exert pressure on sales and profit
margins.
The Equine Group is, however, confident that it will be able to
remain competitive despite the increased competitions as the
locations of the landbank of the Equine Group are in the
southern growth corridor of Putrajaya, Cyberjaya and Puchong and
the pricing of its products are affordable by the general
public.
However, there is no assurance that the Equine Group would not
be affected by similar competitive strategies adopted by other
competitors in the industry.
Delay in completion
Prospective development projects such as those which the Equine
Group is involved in are subject to various regulatory approvals
and the timely completion of a development project is dependent
on many external factors such as obtaining approvals as
scheduled, securing construction materials in adequate amounts
and of high quality, favorable credit terms and satisfactory
performance of sub-contractors which may be appointed to
complete certain portions of the development project.
Although the Equine Group will seek to limit these potential
delays through, inter-alia, efficient project management, long-
term relationship with reliable suppliers or creditors as well
as effective human resource planning, there can be no assurance
that these factors will not lead to delays in the completion of
a development project.
Size and quality of landbank
The size and quality of landbank is critical in ensuring
continual development activities for sustainability of profits.
Equine Group has more than 700 acres of land bank for existing
and future development. These lands are mainly located at Seri
Kembangan, Selangor and most of these lands are established
locations with development potential.
Although, the Equine Group shall secure more quality landbank
through alienation of State lands, acquisition of prime lands
and/or through joint ventures with land owners, there can be no
assurance that there will not be any shortage of quality
landbank for future growth.
Economic and political factors
The Equine Group's future profitability and growth are linked to
economic developments in the future. These include, among
others, changes in inflation, interest and taxation rates,
changes in existing regulations, accounting policies and/or
Government policies.
Underwriting for the Proposed Rights Issue
The Proposed Rights Issue involves the underwriting of
27,338,319 Rights Shares by the underwriters to be procured by
the Equine Vendors at an underwriting commission to be
determined at a later date nearer to the implementation of the
same.
However, in view of the current market sentiment, no assurance
can be given that underwriters can be procured by the Equine
Vendors to underwrite the Rights Shares. In the event that
underwriters cannot be procured, the Proposed Rights Issue as
well as the Proposal, will not be able to proceed to completion.
Inter-conditionality of the Proposal
The Proposal is inter-conditional upon each other. Failure to
complete either one of the component of the Proposal will cause
the remaining Proposal not to proceed to completion.
APPROVALS
The Proposal is subject to the approvals being obtained from the
following:
(i) The SC for the Proposal and the listing of and quotation
for the following:
(a) The new Newco Shares and Newco ICULS to be issued
pursuant to the Proposed Repayment and Proposed Equine
Acquisition; and
(b) The new Newco Shares to be issued pursuant to the
conversion of the Newco RCSLS A, RCSLS B and ICULS.
(ii) The Foreign Investment Committee for the Proposal;
(iii) The KLSE for the Proposed Listing Transfer and
admission to the Official List and listing of and quotation for
the enlarged issued and paid-up share capital of Newco and the
Newco Shares to be issued upon conversion of the Newco RCSLS A,
RCSLS B and ICULS on the Main Board of the KLSE; and
(iv) Any other relevant authorities.
Under Section 47(3) of the Danaharta Act, the approval of the
shareholders of KLIH is not required for the Proposal. Likewise
the approval of the High Court of Malaya is not required for the
Proposed Capital Reduction and Consolidation.
DIRECTORS' AND SUBSTANTIAL SHAREHOLDERS' INTEREST
None of the Directors of KLIH, substantial shareholders of KLIH
and/or persons connected to them has any interest, direct or
indirect, in the Proposal.
STATEMENT BY DIRECTORS
After careful deliberations, the Directors are of the opinion
that the Proposal is in the best interest of the Company and for
the benefit of all shareholders given the current circumstances
and predicaments of KLIH. Therefore, the successful
implementation of the Proposal is imperative for the revival of
KLIH.
ADVISER
CIMB has been appointed by KLIH as the financial adviser for the
Proposal.
APPLICATION TO THE SC
Barring unforeseen circumstances, it is expected that an
application to the SC in relation to the Proposal will be
submitted within six (6) months from the date hereof.
INFORMATION CIRCULAR TO SHAREHOLDERS
An information circular to shareholders setting out the details
of the Proposal will be dispatched to the shareholders of KLIH
in due course.
DOCUMENTS AVAILABLE FOR INSPECTIOIN
Copies of the following documents are available for inspection
at the office of KLIH at Level 11, Wisma KLIH, 126 Jalan Bukit
Bintang, 55100 Kuala Lumpur, during normal office hours from
Monday to Friday (except public holidays) from the date hereof
until approval from all relevant authorities have been obtained:
(i) Workout proposal of KLIH submitted to Danaharta; and
(ii) Indicative valuation letters prepared by Messrs. Regroup
Associate Sdn. Bhd. and Messrs. Azmi & Co. Sdn. Bhd; and
(iii) Agreement between KLIH and DPLSK on 3 August 2001.
BACKGROUND
On 30 June 2000, Mr. Mok Yuen Lok and Mr. Onn Kien Hoe of
Messrs. Horwath Mok & Poon were appointed by Pengurusan
Danaharta Nasional Berhad (Danaharta) as the Special
Administrators (SA) of KLIH pursuant to Section 23 of the
Pengurusan Danaharta Nasional Berhad Act, 1998 (Danaharta Act)
to manage the businesses and operations of the Company.
Subsequently, on 27 October 2000 the Company announced that the
SA had been appointed to four (4) subsidiaries of KLIH, namely
Emville Sdn. Bhd., Sistem Irama Sdn. Bhd. (SI), Bee Hin Holdings
Sdn. Bhd. (BHHand Kuala Lumpur Industries Berhad (KLIB) pursuant
to Section 24 of the Danaharta Act.
On 18 January 2001, it was announced that KLIH had entered into
a Memorandum of Understanding (MOU) with Datuk Patrick Lim Soo
Kit (DPLSK), as the representative of the shareholders of Taman
Equine (M) Sdn. Bhd. (Equine (Equine Vendors) on the
participation of Equine in the restructuring exercise of the
Company.
Subsequently on 3 August 2001, the SA announced that KLIH had
entered into an agreement with DPLSK as the representative of
the Equine Vendors to regulate and record the basic
understanding of the key areas of agreement pending finalization
of the corporate and debt restructuring exercise of KLIH which
would involve, among others, the following:
(i) the proposed formation of a new company (Newco) to assume
the listing status of KLIH;
(ii) the proposed disposal of certain identified assets of
KLIH and its subsidiaries (KLIH Group) to Newco; and
(iii) the proposed acquisition of Equine by Newco.
MAN YAU: High Court Sanctions Workout Schemes
---------------------------------------------
The Board of Directors of Man Yau Holdings Berhad (MYHB or the
Company) announced that the petition for sanction of the
following statutory schemes, as per the Notice of Members and
Creditors summoned pursuant to an order of the High Court of
Malaya dated 15 October 2001 approved at the respective court
convened meetings of members of MYHB and meetings of creditors
of Man Yau Plastic Factory (Malaysia) Sdn. Bhd. (MYPF) and Wang
Corporation Sdn. Bhd. (Wang) held on 8 November 2001, has been
sanctioned by the Kuala Lumpur High Court on 6 December 2001:
1. Scheme of Arrangement between MYHB and its members.
2. Scheme A - Preferential Creditors of MYHB.
3. Scheme B - Unsecured Creditors of MYHB.
4. Scheme C - Preferential Creditors of MYPF.
5. Scheme D - Unsecured Creditors of MYPF.
6. Scheme E - Preferential Creditors of Wang.
7. Scheme F - Unsecured Creditors of Wang.
MYCOM BERHAD: Shareholders Approve Resolutions at AGM
-----------------------------------------------------
The Board of Mycom Berhad (Mycom) announced that the
shareholders of Mycom have approved all the resolutions set out
in the Notice of Annual General Meeting (AGM) dated 13 November
2001 at the 34th AGM held on Thursday, 6 December 2001.
The Board also announced that the shareholders have also
approved the Special and Ordinary Resolution set out in the
Notice of Extraordinary General Meeting (EGM) dated 13 November
2001 at the EGM held immediately thereafter.
NAUTICALINK BERHAD: KLSE Approves RA Time Extension Request
-----------------------------------------------------------
The Board of Directors of Nauticalink Berhad (NLB or the
Company), in reference to the Company's application dated 17th
October 2001 to the Kuala Lumpur Stock Exchange (KLSE) for
further extension of time for NLB to make the Requisite
Announcement (RA) pursuant to Paragraph 5.1 of PN4, announced
that it has received an approval from KLSE vide its letter dated
on 5th December 2001 granting the Company extension of time of
two months from 22nd October 2001 to 21st December 2001 to
enable NLB to make its RA.
OMEGA HOLDINGS: Signs MOU With Selayang Budi
--------------------------------------------
The Board of Directors of Omega Holdings Berhad (Omega or the
Company) announced that on 6 December 2001, Omega had entered
into a Memorandum of Understanding (MOU) with Selayang Budi Sdn
Bhd (SBSB), S.G.G. Industries Sdn Bhd (SGGI), S.G.G. Furniture
Marketing Sdn Bhd (SGGM), Global Chairs System Marketing Sdn Bhd
(GCSM), American Home Furnishing Sdn Bhd (AHF) and MP-Metal
Furnishing and Design Sdn bhd (MMFD).
The execution of MOU sets forth the general understanding
reached between SBSB, Omega and the shareholders of SGGI, SGGM,
GCSM, AHF and MMFD (herein after referred to as the
"Shareholders") in relation to the proposed acquisition of the
entire issued and paid-up share capital of SGGI, SGGM, GCSM, AHF
and MMFD by SBSB from the Shareholders ("Proposed Acquisition")
and a proposed scheme of arrangement and corporate
reconstruction of Omega on terms and conditions agreed upon by
SBSB ("Proposed Scheme"), as part of a proposal to restructure
and regularize the financial position of Omega.
SALIENT TERMS OF THE MOU
The salient terms of the MOU are as follows:
a) Each of the parties will in good faith use reasonable
endeavors to conclude negotiations leading to the finalization
and execution of all the agreements in respect of the Proposed
Acquisition and proposed Scheme by 25 January 2002 (Lockout
Period).
b) SBSB and the Shareholders agree that during the Lockout
Period they shall negotiate exclusively with each other only in
respect of the Proposed Acquisition and SBSB and Omega
likewise agree that during the Lockout Period they shall
negotiate exclusively with each other only in respect of the
Proposed Scheme. Each of the parties agrees that it shall not
during the Lockout Period negotiate with any other party.
c) The MOU represents the good faith, understanding and
statement of intention of the parties to proceed further with
their negotiations on the Proposed Acquisition and Proposed
Scheme and as such, is not intended to have any legally binding
effect save with respect to the agreement as to exclusive
negotiation during the Lockout Period;
d) Proposed Scheme
Under the Proposed Scheme, SBSB will be used as the vehicle to
assume the listing status of Omega. the Proposed Scheme , which
is subject to modifications and variations as my be deemed
necessary by the parties concerned, would include the following
components and will be subject to all relevant approvals:
(i) Proposed capital reconstruction of Omega.
(ii) Proposed conversion of SBSB into a public company.
(iii) Proposed scheme of arrangement between SBSB and the
shareholders of Omega whereby shareholders of Omega will be
offered SBSB shares.
(iv) Proposed scheme of arrangement between SBSB and the
creditors of Omega whereby creditors of Omega will be offered
cash and/or shares and/or other securities of SBSB in
satisfaction of the amount owing by Omega to the creditors.
(v) Proposed acquisition of SGGI, SGGM, GCSM, AHF and MMFD by
SBSB.
(vi) Proposed transfer of the listing status of Omega to
SBSB.
INFORMATION ON SBSB, SGGI, SGGM, GCSM, AHF AND MMFD
Background Information on SBSB (502960-P)
SBSB was incorporated on 6 January 2000. Its principal activity
is investment holding.
The present authorized and issued and paid-capital of the
company is Rm100,000 and RM2, respectively. The two
shareholders, who are also the company's directors are, Prabir
Kumar Mittra and Hirda binti Mustaffa Albakry.
Background Information on SGGI (217501-P)
SGGI was incorporated on 21 May 1991. Its principal activity is
the manufacturing and assembling of all types of furniture.
The present authorized share capital of SGGI is RM500,000
comprising 500,000 ordinary shares of RM1.00 each, of which
325,000 ordinary shares of RM1.00 each has been issued and is
fully paid-up.
The Directors of SGGI are Tay Weih Tong and See Siaw Eng @ See
Siew Eng who are also the shareholders of SGGI, each holding
61.5% and 38.5% equity interest in SGGI respectively.
For the financial period ended 30 June 2001, SGGI has recorded a
profit after tax of RM1.85 million.
Background Information on SGGM (216142-H)
SGGM was incorporated in Malaysia under the Companies Act, 1965
as a private limited company on 26 April 1991. SGGM's principal
activity is the marketing and export of furniture.
The present authorized share capital of SGGM is RM5,000,000
comprising 5,000,000 ordinary shares of RM1.00 each, of which
2,000,000 ordinary shares of RM1.00 each has been issued and is
fully paid-up.
The Directors of SGGM are Tay Weih Tong and See Siaw Eng @ See
Siew Eng who are also the shareholders of SGGI, each holding
68.0% and 32.0% equity interest in SGGM respectively.
For the financial period ended 30 June 2001, SGGM has recorded a
profit after tax of RM0.96 million.
Background Information on GCSM (440859-D)
GCSM was incorporated in Malaysia under the Companies Act, 1965
as a private limited company on 31 July 1997. GCSM's principal
activity is the marketing of furniture.
The present authorized share capital of GCSM is RM500,000
comprising 500,000 ordinary shares of RM1.00 each, of which
301,002 ordinary shares of RM1.00 each has been issued and is
fully paid-up.
The Directors of GCSM are Tay Weih Tong and See Siaw Eng @ See
Siew Eng who are also the shareholders of GCSM, each holding
83.1% and 16.9% equity interest in GCSM respectively.
For the financial period ended 30 June 2001, GCSM has recorded a
profit after tax of RM1.33 million.
Background Information on AHF (492890-X)
AHF was incorporated in Malaysia under the Companies Act, 1965
as a private limited company on 1 September 1999. AHF's
principal activity is the manufacturing and dealers in furniture
and furnishing.
The present authorized capital of AHF is RM500,000 comprising
500,000 ordinary shares of RM1.00 each, of which 250,000
ordinary shares of RM1.00 each has been issued and are fully
paid-up.
The Directors of AHF are Fuziah Binti Abd Ghani, Mohamed @
Ismail bin Aziz, Lim Koon Suan and Wong Siew Foong who are also
the shareholders of AHF, each holding 40.0%, 20.0%, 13.3% and
26.7% equity interest in AHF, respectively.
For the financial period ended 31 July 2001, AHF has recorded a
profit after tax of RM1.61 million.
Background Information on MMFD (529831-U)
MMFD was incorporated in Malaysia under the Companies Act, 1965
as a private limited company on 24 October 2000. MMFD's
principal activities are the manufacturing, designing and
marketing of metal and garden furniture.
The present authorized capital of MMFD is RM1,000,000 comprising
1,000,000 ordinary shares of RM1.00 each, of which 500,000
ordinary shares of RM1.00 each have been issued and are fully
paid-up.
The Directors of MMFD are Lok Mam Yu, Lok Ming Chee and Lim Chee
Choon who are also the shareholders of MMFD, each holding 65.0%,
25.0% and 10.0% equity interest in MMFD respectively.
For the financial period ended 31 July 2001, MMFD has recorded a
profit after tax of RM0.53 million.
DIRECTORS AND SUBSTANTIAL SHAREHOLDERS' INTEREST
None of the Directors and substantial shareholders of Omega and
persons connected to Directors and substantial shareholders of
Omega have any interest, direct or indirect, in the Proposed
Acquisition and Proposed Scheme.
FULL ANNOUNCEMENT UPON EXECUTION OF AGREEMENTS
A full announcement will be made upon the execution of the
agreements in respect of the Proposed Acquisition and Proposed
Scheme.
INSPECTION OF DOCUMENTS
A copy of the MOU will be available for inspection by the
shareholders of Omega during normal business hours at the
registered office of the Company, from Mondays to Fridays
(except public holidays) for a period of two (2) weeks from the
date of this announcement.
The Board of Directors of NLB has received an approval from KLSE
by its letter dated on 5th December 2001 granting the Company
extension of time of two months from 22nd October 2001 to 21st
December 2001 to enable NLB to make its RA.
REPCO HOLDINGS: Special Administrators Finalize Restructure Plan
----------------------------------------------------------------
REPCO Holdings Bhd's special administrators, who have accepted a
proposed injection of assets by a consortium as part of the
company's corporate and debt restructuring plan, expected to
finalize the exercise within the next three to six months, The
Star reported Friday, which quoted Kenneth Teh Ah Kiam, one of
appointed special administrators of Repco.
On completion of the exercise and receipt of the necessary
approvals, the listing status of Repco would be transferred to a
new company. In October, Repco announced that it had entered
into a definitive agreement with a consortium comprising Alsirat
Sdn Bhd and Gateway Attempt Sdn Bhd to record key features of
the agreement for the plan, like the setting up of a new
company, which will take over its business, assets and
undertakings.
TANCO HOLDINGS: CDRC Assists Debt Restructuring Finalization
------------------------------------------------------------
The Corporate Debt Restructuring Committee (CDRC) announced that
it has successfully assisted Tanco Holdings Berhad (Tanco) and
its subsidiary companies to finalize a debt restructuring
agreement with their 11 lenders to restructure their outstanding
debts of about RM294.77 million as at end-August 2001.
The proposed debt restructuring scheme involves implementation
of the following:
* Approximately RM6.38 million from part of the proceeds of
its proposed two-call rights issue with warrants to be
implemented by the company will be used to repay the lenders;
and
* The remaining debts will be termed-out over six years.
Tanco was accepted under the purview of CDRC in December 1998
with total debts of RM252 million then. The proposed debt
restructuring exercise is anticipated to alleviate Tanco's
financial predicament and restore the company to its original
viability.
TANCO HOLDINGS: Successfully Enters Agreement With Lenders
----------------------------------------------------------
On behalf of the Board of Directors of Tanco Holdings Berhad
(Tanco or Company), Commerce International Merchant Bankers
Berhad announced that the Company and certain of its
subsidiaries (Tanco Group) have successfully entered into an
agreement with the financial institution lenders of the Tanco
Group (Bankers) to proceed with the implementation of the
Proposed Revised Restructuring of Bank Borrowings. As at 31
August 2001, the estimated outstanding debt of the Tanco Group
to be restructured was approximately RM294.77 million.
Pursuant to the Proposed Revised Restructuring of Bank
Borrowings, approximately RM6.38 million from part of the
proceeds of the Proposed Two-Call Rights Issue with Warrants to
be implemented by the Company will be used as part repayment of
the total outstanding borrowings of the Tanco Group due to the
Bankers. The remaining outstanding borrowings of the Tanco Group
after the repayment from the Proposed Two-Call Rights Issue with
Warrants will be restructured on terms. Please refer to table
found at http://www.bankrupt.com/misc/Tanco_Group.docfor Terms
of the Revised Restructuring of Bank Borrowings.
Profile
Formerly engaged in the plantation business, the Company
diversified into property development in 1995. Group companies
were responsible for the low to medium-cost residential
development of the Bandar Country Homes project in Rawang,
Selangor. Its higher end development, "Palm Springs", is
currently undergoing completion. Other development projects
include a condominium resort called "Regal Resort" and a
township "Taman Sri Rajawali" near the Port Dickson-Seremban
Highway.
The Group has since expanded into vacation ownership schemes (of
which it has market dominance), resort operations, travel and
tours and areas related to leisure and entertainment.
Following the receipt of the SC's approval in May 2000 and in
view of weak market conditions, the Company's corporate
restructuring proposal, originally announced in January 1999,
was subsequently revised in January 2001. The revisions involved
among others, a fund raising exercise via a two-call rights
issue with warrants and a restructure of substantial bank
borrowings into two term loans. Also, the Company was granted an
extension until 8 November 2001 to complete its debt-
restructuring scheme. The SC approved the revised proposal in
June 2001.
UH DOVE: SC Grants Proposal Amendments Approval
-----------------------------------------------
Malaysian International Merchant Bankers Berhad (MIMB), further
to the announcements dated 1 October 2001 and 5 October 2001
relating to the Proposed Rights Issue, Proposed Debt
Restructuring and Proposed Acquisitions, announced on behalf of
UH Dove Holdings Berhad (UHD or the Company) that the Company
has received the approval from the Securities Commission (SC) to
vary some of the conditions in the SC's approval letter
following an appeal by the Company.
The approved amendments are set out below:
(a) Amendments to the terms of the purchase considerations
for the proposed acquisitions of Bertam Development Sdn Bhd
(Bertam) and Budaya Identiti Sdn Bhd (BISB) as set at
http://www.bankrupt.com/misc/UH_Dove1210.doc
(b) Exemption to Brem Holding Berhad (BHB) from having to
comply with the condition that the Directors of UHD are required
to relinquish direct or indirect involvement in the
operations/management of BHB, if they are involved in the
operations/management of UHD, directly or indirectly.
The above exemption is subject to the condition that the
Directors of UHD nominated by BHB do not hold any executive
positions.
(c) In relation to the condition that the promoters,
directors and substantial shareholders of the companies/property
to be acquired are not allowed in the future to be involved in
any other businesses/property development projects which will
compete directly or indirectly and have a conflict of interest
with the businesses of the UHD Group, the SC has exempted the
following parties from the said condition:
(i) BHB, Miramas Development Sdn Bhd (MDSB), Multiple
Launch Sdn Bhd (MLSB), which are involved in property
development businesses and will be represented on the Board of
Directors of UHD;
(ii) substantial shareholders of MDSB, who are involved in
property development businesses and will be nominated by MDSB
and MLSB to the Board of Directors of UHD; and
(iii) Brem Development Sdn Bhd (BDSB), the directors and
substantial shareholders of BHB, MLSB and BDSB and the other
promoters, directors and substantial shareholders of the
companies/property to be acquired, who are involved in property
development businesses and will not be represented/elected to
the Board of Directors of UHD.
provided that they are not involved full time in their personal
businesses.
The above approvals are further subject to the relevant parties
complying with certain terms and conditions imposed, details of
which will be contained in the circular to shareholders of UHD
to be dispatched to the shareholders in due course.
UH DOVE: Subsidiary Disposes Of HWGB Investments
------------------------------------------------
The Board of UH Dove Holdings Berhad (the Company or UHD)
announced that on 6 December 2001, the Company's wholly owned
subsidiary, U.H. Industries Sdn. Bhd. disposed part of its
investment in Ho Wah Genting Berhad (HWGB) comprising 30,000
shares representing 0.01875% of the issued and paid-up capital
of HWGB through the open market in the KLSE.
Details of Consideration
The 30,000 shares were disposed at a selling price of RM1.30 per
share through the open market in the KLSE.
Particulars of the Transaction
The particulars of the investment in HWGB are as follows:
Number of Shares held Percentage
of RM1.00 each
Before Disposal 111,600 0.06975
After Disposal 81,600 0.051
Statement that the Directors, Major Shareholders and/or person
connected with them has no interest, direct or indirect, in the
transaction
Based on the statutory records of the Company and to the best of
our knowledge and belief, none of the Directors and Major
Shareholders and/or person connected with them has interest,
direct or indirect, in the aforesaid disposal.
Rationale for the Disposal
The disposal was made to raise additional working capital for
UHD Group.
=====================
P H I L I P P I N E S
=====================
COSMOS BOTTLING: SMC's Stake Buy Excludes Water Bottling Unit
-------------------------------------------------------------
San Miguel Corp's (SMC) acquisition of RFM Corp's 83.2 percent
stake in Cosmos Bottling Corp includes the latter's two
subsidiaries Cosmos Visayas Bottlers Inc and Cosmos Bacolod
Bottlers Inc, but excludes Cosmos' interest in First Water
Bottling Corp, PRNewsAsia reported Friday.
San Miguel, in a disclosure to the stock exchange, said it will
pay in cash the PhP11.6 billion pesos valuation for the 83.2
percent RFM interest in Cosmos, which is comprised of 1.93
billion common shares and 1,000 preferred shares.
DebtTraders reports that RFM Capital's 2.750% in 2006 (RFM)
trades between 65.000 and 75.000. For real-time bond pricing, go
to http://www.debttraders.com/price.cfm?dt_sec_ticker=RFM.
NATIONAL POWER: Heath Lambert Gives Lowest Reinsurance Bid
----------------------------------------------------------
The committee overseeing National Power Corporation's (Napocor)
reinsurance bidding, headed by Finance Undersecretary Antonio M.
Bernardo, will negotiate with London-based Heath Lambert for the
power firm's $6.5-billion reinsurance, BusinessWorld reported
Monday. The committee is now assessing Heath Lambert's proposed
quotations, with the latter charging Napocor around $11.4
million in premium for the main IAR (Industrial All-Risk)
policy.
Heath Lambert gave the lowest financial bid on the main
component of insurance coverage, said Mr Bernardo, and the
coverage is anticipated to take effect this month as targeted.
=================
S I N G A P O R E
=================
BRIERLEY INVESTMENTS: Temasek Holdings Changes Deemed Interest
--------------------------------------------------------------
Brierley Investments posted a notice of changes in substantial
shareholder Temasek Holdings's deemed interests:
Name of substantial shareholder: Temasek Holdings (Private)
Limited
Date of notice to company: 07 Dec 2001
Date of change of deemed interest: 05 Dec 2001
Name of registered holder: CDP : Universe Holdings Ltd
Circumstance giving rise to the change: Open market purchase
Shares held in the name of registered holder
No. of shares of the change: 600,000
% of issued share capital: 0.04
Amount of consideration per share excluding brokerage, GST,
stamp duties, clearing fee: 0.2233
No. of shares held before change: 104,924,848
% of issued share capital: 7.67
No. of shares held after change: 105,524,848
% of issued share capital: 7.71
Holdings of Substantial Shareholder including direct and deemed
interest
Deemed Direct
No. of shares held before change: 104,924,848
% of issued share capital: 7.67
No. of shares held after change: 105,524,848
% of issued share capital: 7.71
Total shares: 105,524,848
CAPITALAND: HK Companies Registry Delists Associate Company
-----------------------------------------------------------
The Board of Directors of CapitaLand Limited announced that
pursuant to Clause 905 of the SGX Listing Manual, Southwold
Limited, a dormant company incorporated in Hong Kong, was
delisted by the Companies Registry of Hong Kong, with effect
from November 2, 2001.
Southwold was 65% held by another Hong Kong company, Century
West International Limited, which in turn 50% is held by
CapitaLand.
CAPITALAND LIMITED: DBSCS Increases Paid-Up Capital To $123.6M
--------------------------------------------------------------
The Board of Directors of CapitaLand Limited announced that DBS
China Square Limited (DBSCS) has increased its paid-up ordinary
share capital from $65 million to $123.6 million comprising
123.6 million ordinary shares of par value $1 each. The increase
in share capital is by way of the conversion of existing
shareholders' loans.
CapitaLand's 30% interest in DBSCS is held through CapitaLand
Investments Pte Ltd (CIPL), a wholly owned subsidiary of
CapitaLand Commercial Limited, which in turn is wholly-owned by
CapitaLand. Consequent to the increase, CIPL's stake in DBSCS'
ordinary share capital has been increased by 17.6 million
ordinary shares to 37.1 million ordinary shares of par value $1
each.
CapitaLand's interest in DBSCS remains unchanged at 30% after
the increase.
ST-KWE LOGISTICS: Sembcorp Associate Co Under Liquidation
---------------------------------------------------------
SembCorp Logistics Limited announced that ST-KWE Logistics Pte
Ltd will be placed under a members' voluntary liquidation.
ST-KWE is a subsidiary of Singapore Technologies Logistics Pte
Ltd (ST Logistics), which is in turn a wholly owned subsidiary
of SembCorp Logistics.
ST-KWE is 51 percent owned by ST Logistics, 30 percent owned by
Kintetsu World Express Inc., 14 percent by KWE-Kintetsu World
Express (S) Pte Ltd and the remaining 5 percent by Kintetsu
Intermodel (USA) Inc.
ST-KWE will appoint Messrs Tam Chee Chong, Andrew Grimmett and
Lim Siew Soo as the liquidators on December 8, 2001. The
liquidation of ST-KWE is not expected to have any material
impact on the net tangible assets or earnings per share of
SembCorp Logistics.
===============
T H A I L A N D
===============
MODERN HOME: Posts Capital Reduction, Increase Results
------------------------------------------------------
Modern Home Planner Co., Ltd., Plan Administrator of Modern Home
Development Public Company Limited (the Company), in reference
to the Plan Administrator's application for registration of the
Company's decreases and increases of capital in connection with
the debt restructure as per the business restructuring plan in
accordance with the order of the Central Bankruptcy Court under
the red case No. 705/2543, announced that the Company has
Affected the first registration to decrease the authorized but
not issued shares in the amount of 187,990,000 shares on
November 19, 2001. This registration would result in the
registered capital and the paid-up capital of the Company
to be reduced from Bt2,500,000,000 to Bt620,100,000.
After that, the Company proceeded to affect the second decrease
of capital whereby the registered capital and the paid-up
capital were reduced from Bt620,100,000 to Bt620,100 on November
21, 2001
After the decreases of capital, the Company has applied for the
registration in respect of the first capital increase from
Bt620,100 to Bt5,000,000,000 whereby the common shares were
issued to accommodate the repayment of debts to the creditors on
November 21, 2001. As the effect of this increase of capital,
the Company would have the registered capital in the amount of
Bt5,000,000,000 but the paid-up capital of Bt620,100.
Then, after the Company's increase of capital as mentioned
above, the common shares were allocated to repay the debts to
the creditors in 6 groups in the amount of 209,809,026 shares
that equal to Bt2,098,090,260:
a. 1st group of creditors namely secured financial
institutions 88,868,010 shares
b. 2nd group of creditors namely unsecured financial
institutions 23,422,478 shares
c. 3rd group of creditors namely creditors holding the
1st M-Home debentures 60,108,763 shares
d. 4th group of creditor namely creditor as per the foreign
currency swap agreement 7,103,362 shares
e. 5th group of creditors namely trade creditors 29,715,441
shares
f. 6th group of creditors namely creditors as per the sale
and purchase of immovable properties (products) of the Company
590,972 shares.
Other than the first increase of capital, the Company also
affected the second increase of capital to increase the paid-
up capital from Bt620,100 to Bt2,098,710,360 (Bt2,098,090,260
paid-up capital was increased) on November 28, 2001in order to
be consistent with the allocation of shares for repayment. As
the result of this increase of capital, the Company will have
the registered capital of Bt5,000,000,000 while the paid-up
capital is in the amount of Bt2,098,710,360.
PHAYATHAI 2: Business Reorganization Petition Filed In Court
------------------------------------------------------------
Private hospital Phayathai 2 Company Limited's (DEBTOR) Petition
for Business Reorganization was filed in the Central Bankruptcy
Court:
Black Case Number 753/2543
Red Case Number 763/2543
Petitioner: PRASITPATANA PUBLIC COMPANY LIMITED BY MR. TERAPHAUT
PETCHSUWAT AND/OR MR. BOONRHUNG UTHAIRHAT BEING AS AUTHORITY
Debts Owed to the Petitioning Creditor: Bt4,259,410,316.28
Planner: PriceWaterHouseCooper Coperate Restructuring Company
Limited
Date of Court Acceptance of the Petition: September 21, 2000
Date of Examining the Petition: October 16, 2000 at 9.00 A.M.
Court Order for Business Reorganization and Appointment of
Planner: October 16, 2000
Announcement of Court Order for Business Reorganization and
Appointment of the Planner in Matichon Public Company Limited
and Siam Rath Company Limited: October 26, 2000
Announcement of Court Order for Business Reorganization and
Appointment of the Planner in Government Gazette: November 21,
2000
Deadline for Planner to submit the Business Reorganization Plan
to Official Receiver: February 21, 2001
Planner postponed the date to submit the reorganization plan #
1st: March 21, 2001
Planner postponed the date to submit the reorganization plan #
2nd: April 21, 2001
Appointment Date of the Meeting of Creditors for the Plan
Consideration has been postponed to June 20, 2001 at 9.30 am. at
Sirikit Convention Center
The Meeting of Creditors had passed the resolution accepting the
reorganization plan pursuant to Section 90/46
Court Order for Accepting the reorganization plan: July 2, 2001
and appointed PriceWaterHouseCooper Coperate Restructuring
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: July 11, 2001
Announcement of Court Order for Accepting the Reorganization
Plan in Government Gazette: August 9, 2001
Contact: Mr. Thanawat Tel, 6792525 ext 123
THAI HEAT: Declares Holiday, Releases 2002 Holidays
---------------------------------------------------
Thai Heat Exchange Public Company Limited will add one holiday
this year, which is Friday, December 28th 2001. Work will open
on Thursday, January 3rd 2002.
The company's holiday in 2002 that are unmatched to the Stock
Exchange of Thailand's are:
1. Wednesday 2 January 2002 New Year's Day
2. Friday 12 February 2002 Chinese New Year's Day
3. Friday 12 April 2002 Songkran Festival Day
4. Wednesday 24 July 2002 Asarnha Bucha Day
In late October, TCR-AP reported that the Company's business
reorganization revised plan had to be submitted to the Official
Receiver by no later than 30th November 2001.
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-Merlin, 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
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subscription or balance thereof are $25 each. For subscription
information, contact Christopher Beard at 240/629-3300.
*** End of Transmission ***