/raid1/www/Hosts/bankrupt/TCRAP_Public/020125.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
Friday, January 25, 2002, Vol. 5, No. 18
Headlines
A U S T R A L I A
ANACONDA NICKEL: Appoints Non-Executive Director, Secretary
AUSDOC GROUP: Babcock & Brown Commences Court Proceedings
BREATHE GROUP: Changes Company Details
BRISBANE BRONCOS: BB Sports, Magic Proposes Partial T/O Bid
CTI COMMUNICATIONS: AGM to be Held on February 22
DAVNET LIMITED: Discloses AGM Results
GOODMAN FIELDER: Buys Back Share
METALWORTH PTY: Former Director Convicted, Fined
NORMANDY MINING: Directors Recommend Newmont's Offer Acceptance
C H I N A & H O N G K O N G
CIL HOLDINGS: Board Meeting Held Today
COLAND INTERNATIONAL: Winding Up Petition Hearing Set
DAILYWIN GROUP: Petition To Wind Up Pending
DASHING HOKAI: Winding Up Petition Set For Hearing
FUJIAN GROUP: Faces Winding-up Petition From Former Employees
FUJIAN INTERNATIONAL: Faces Pressure From Bondholders
NEW BENEFIT: Winding Up Petition Slated For Hearing
PUI KEE: Winding Up Petition To Be Heard
SUN BRIGHT: Faces Winding Up Petition
I N D O N E S I A
MANULIFE INDONESIA: Faces Bankruptcy Petition Over Due Dividends
PERUSAHAAN LISTRIK: Seeks Government Financial Assistance
* BI Approves IBRA Bank Merger Plan
J A P A N
NISSHO IWAI: Cutting 700 Jobs
NIPPON TELEGRAPH: Shares Fall Sharply To Y377T
TOBU RAILWAY: Sees Y70B Net loss
YAMATO ESTATE: Faces Liquidation Due to Excessive Debts
K O R E A
CHOHUNG BANK: Aims to Buy 20% of Shares
DAEWOO MOTOR: Resumes Negotiation With Labor Union
DAEWOO ENGINEERING: Sells Hydraulic Plant to Tractbel for $121M
HYNIX SEMICONDUCTOR: Creditors Want Better Offer
M A L A Y S I A
BERJUNTAI TIN: Appoints Mohd Ramli as Director
ESPRIT GROUP: Court Orders EMSB's Winding Up
GENERAL LUMBER: Faces Winding Up Petition Sought by DSSB
HAI MING: Enters MOU for Woodfree Paper Dealer Appointment
KEMAYAN CORPORATION: Posts Level of Foreign Shareholding Status
KEMAYAN CORPORATION: Unit's DRA With Land Owner Terminated
MECHMAR CORPORATION: Proposes Land Disposal
PARK MAY: Proposes RM120M Commercial Papers, MTNs Issuance
SISTEM TELEVISYEN: Submits Corporate Proposals to SC
SOUTH PENINSULAR: Dormant Unit Struck Off From ROC
SOUTHERN PLASTIC: Discloses Change in Boardroom Notice
TALAM CORPORATION: Strikes Off Subsidiaries
P H I L I P P I N E S
BAYAN TELECOMMUNICATIONS: Court Allowing Mobile Phone Service
FIL-HISPANO: Seeks P85.4M Debt Restructuring
INTERNATIONAL CONTAINER: Authorizes Shares Issuance to Unit
NATIONAL BANK: Cuisia Urges Tan, Govt Deal Investigation
NATIONAL BANK: Tan to Sign MOA This Week, Says Chairman
UNITRUST DEVELOPMENT: Three Banks Shows Takeover Interest
S I N G A P O R E
ADROIT INNOVATIONS: Temasek Holdings Changes Deemed Interest
OAKWELL ENGINEERING: Clarifies Debt Restructuring Development
SPH ASIAONE: Privatization Plan Implemented
T H A I L A N D
RAK PRODUCTION: Business Reorganization Petition Filed in Court
THAI PETROCHEMICAL: Administrator's Embezzlement Charges Cleared
THAI TELEPHONE: Buys Unit for Bt870M as Debt Scheme Compliance
THAI TELEPHONE: Posts BOD Meeting No. 1/2002 Resolutions
THAI TELEPHONE: SET Grants Listed Securities
- - - - - - - -
=================
A U S T R A L I A
=================
ANACONDA NICKEL: Appoints Non-Executive Director, Secretary
-----------------------------------------------------------
Anaconda Nickel Limited (Anaconda) has appointed Mr Johannes van
Gaalen as a non-executive director to the Board of Anaconda to
fill the casual vacancy created by the resignation of Mr Les
Stewart from the Board of the Company on 21 January 2002. Mr van
Gaalen is currently the Vice President Finance of the Anglo
American plc Base Metals Division in Johannesburg, South
Africa.
Mr Stewart has resigned from full time employment with Anaconda
and has decided that it would also be appropriate to resign from
the Board of Anaconda. The Board and management of Anaconda
would like to acknowledge Mr Stewart's energy and ability he
bought to the company, both in his role as an executive director
and as an employee of Anaconda. Mr Stewart has agreed to provide
consulting services to Anaconda during 2002 and the Board looks
forward to Mr Stewart's continued assistance in the future of
Anaconda.
Anaconda also announced that it has appointed Mr John Quayle as
Company Secretary of Anaconda and its related bodies corporate.
Mr Quayle, who brings to Anaconda a broad range of experience in
the mining industry, replaces Mr Stephen Dennis who, following
his period as interim Company Secretary, remains with the
Company as General Manager Commercial.
AUSDOC GROUP: Babcock & Brown Commences Court Proceedings
---------------------------------------------------------
AUSDOC Group Ltd has received notice that Babcock & Brown
(B&B) has commenced court proceedings relating to the
extraordinary general meeting B&B has convened for 18 February
2002 (EGM).
B&B wants orders from the New South Wales Supreme Court
include orders restraining the Company and its directors (other
than Peter Reilly) from expending any further time or money in
recommending that shareholders vote against or otherwise solicit
votes by shareholders against the resolutions proposed by B&B
for the EGM.
The court proceedings are presently scheduled to be heard on 30
January 2002. AUSDOC will vigorously defend against the action.
AUSDOC directors will continue to act in the interests of the
Company as a whole, considering it essential that shareholders
are kept properly informed about the EGM.
For further information please contact Mr Alan Freer, Managing
Director, by phone on (03) 9676 1222 or by facsimile on
(03) 9676 1209.
BREATHE GROUP: Changes Company Details
--------------------------------------
Breathe Group Limited (BRE or the Company) advised that Allan J
George has been appointed Company Secretary in place of Frank
Fiume. All future correspondence should be directed to Allan
George at Breathe Group Limited, Suite 1, Level 1, 424 St Kilda
Road, Melbourne Victoria 3004, telephone number (03) 9820 2223,
facsimile number (03) 9820 4044 or email george@bigpond.net.au.
In addition, these changes have been made;
1. The Registered Office is now situated at Stockford Limited,
Level 32, Nauru House, 80 Collins Street, Melbourne, Victoria
3000.
2. The Principal Office is now situated at Suite 1, Level 1, 424
St Kilda Road, Melbourne, Victoria 3004
On September last year, TCR-AP reported that BRE entered into
conditional contracts to sell the mobile telephony retail
operations of BRE in Australia and New Zealand to Armeadon Pty
Limited and Armeadon (NZ) Limited in an effort to stabilize the
Company in the current difficult economic environment.
BRISBANE BRONCOS: BB Sports, Magic Proposes Partial T/O Bid
-----------------------------------------------------------
Each of BB Sports Pty Limited (BB Sports) and Magic Millions
League Pty Limited (Magic Millions) has announced a partial
takeover bid for shares in Brisbane Broncos Limited (Broncos).
Each such bid will be for 50 percent of each shareholder's
shareholding in Broncos and will be subject to prescribed
occurrence conditions. The proposed BB Sports bid will also be
subject to a minimum acceptance condition, which requires that
BB Sports obtain relevant interests in more than 50 percent of
the issued shares in Broncos. The price under the BB Sports bid
will be $0.17 per share whereas the price under the Magic
Millions bid will be $0.16 per share.
The Takeovers Panel has requested Broncos to make an
announcement regarding the ability of shareholders in Broncos to
accept both bids.
Broncos has made inquiries with those responsible for
administering the CHESS system conducted by ASC Settlement and
Transfer Corporation Pty Limited. These inquiries have revealed:
(a) If both bids are made and current, it will indeed be
possible for Broncos shareholders to accept both bids.
(b) If a shareholder accepts a bid while both such bids are
both still subject to defeating conditions and, accordingly,
accepting shareholders have not been paid in respect of any
shares for which they have accepted, the shareholder will remain
on the share register in respect of the shareholder's entire
original holding in Broncos. Accordingly, if the shareholder
accepts either or both bids during this period, the
shareholder's acceptance can be effective in respect of 50
percent of the shareholder's original holding in respect of each
bid
which the shareholder accepts. In other words, it is possible
for the shareholder to sell the shareholder's entire original
shareholding, 50 percent of such holding to one bidder and the
other 50 percent to the other bidder.
(c) The position will be different, however, if the
shareholder accepts one bid, and that bid is at that time or
becomes free from defeating conditions and the shareholder is
paid the consideration payable under that bid, and the
shareholder only thereafter accepts the other bid. In this
event, the shareholder's holding in Broncos will be adjusted
downwards to reflect the acceptance of the first bid accepted no
later than the date of payment of the consideration under
the first bid to the shareholder. In consequence, the second
acceptance will be in respect of 50 percent of the shareholder's
holding after such adjustment of the share register.
Accordingly, the shareholder's acceptance in respect of the
second bid accepted will be in respect of only 25 percent of the
shareholder's original shareholding in Broncos. In other words,
while the shareholder will have disposed of 50 percent of the
shareholder's holding pursuant to the shareholder's first
acceptance, in these circumstances, the shareholder will only
dispose of 25 percent of the shareholder's original holding
pursuant to the second acceptance.
The foregoing position may possibly be affected by the bidders'
exact terms of offer. BB Sports has disclosed its terms in its
bidder's statement, and they do not affect the above position
(save that where a shareholder would be left with less than a
marketable parcel by accepting the offer, the BB Sports offer is
in respect of the whole of the shareholder's shareholding).
Magic Millions' terms of offer have not yet been disclosed.
CTI COMMUNICATIONS: AGM to be Held on February 22
-------------------------------------------------
CTI Communications Limited (CTI or Company) informed that an
Annual General Meeting (Meeting) of the Company will be held at
the offices of O'Callaghan & Co Pty Limited, Level 2, 1 Altona
Street, West Perth, Western Australia on Friday 22 February 2002
at 10.00am.
The Explanatory Notes and Proxy Form accompanying this Notice of
Annual General Meeting (Notice of Meeting) are hereby
incorporated in, and comprise part of, this Notice of Meeting.
SPECIAL BUSINESS
That shareholders consider and, if thought fit, pass the
following resolution (with or without modification) as special
resolution.
1. Adoption of New Constitution
That the regulations contained in the document tabled at the
Meeting be approved and adopted as the new Constitution of the
Company (with effect immediately upon this resolution being
passed) in substitution for, and to the exclusion of, the
existing Constitution of the Company.
ORDINARY BUSINESS
That shareholders consider and, if thought fit, pass the
following resolutions (with or without modification) as ordinary
resolutions.
2. Re-election of Mr Paul Hardie as a Director
That Mr Paul Hardie, who has been appointed as a director of the
Company since the last general meeting of the Company and hence
retires in accordance with the Constitution, be re-elected as a
director of the Company.
3. Re-election of Mr Mark Sumich as a Director
That Mr Mark Sumich, who has been appointed as a director of the
Company since the last general meeting of the Company and hence
retires in accordance with the Constitution, be re-elected as a
director of the Company.
4. Re-election of Mr Jon O'Callaghan as a Director
That Mr Jon O'Callaghan, who has been appointed as a director of
the Company since the last general meeting of the Company and
hence retires in accordance with the Constitution, be re-elected
as a director of the Company.
5. Appointment of Ernst & Young as Auditor
That Ernst & Young, having been nominated and having consented
to act as auditor of the Company in accordance with section 327
of the Corporations Act 2001, be appointed as auditor of the
Company.
SPECIAL BUSINESS
That shareholders consider and, if thought fit, pass the
following resolution (with or without modification) as a special
resolution.
6. Consolidation of Capital
That the directors be authorized to effect the Consolidation of
the issued capital of the Company on a 1 for 15 basis and, where
the consolidation results in any shareholder having a fractional
entitlement that the shareholder's entitlement be rounded up to
the next whole number.
That shareholders consider and, if thought fit, pass the
following resolutions (with or without modification) as ordinary
resolutions.
7. Directors' Remuneration
That the annual aggregate fees payable to directors (as
directors) shall, be the product of $24,000 multiplied by the
weighted average number of directors for that year, to be
distributed amongst the directors as they determine from time to
time and, in the absence of agreement, equally, plus an
additional $6,000 per annum for the Chairman.
8. Issue of Securities in Consideration for Re-organization
That the directors be authorized to issue up to:
a) 4.5 million fully paid ordinary shares;
b) 4.5 million convertible notes;
c) 3 million preference shares; and
d) 5.5 million options,
to the parties, in the proportions, and on the terms setout in
the Explanatory Notes.
9. Placement of Securities
That the directors be authorized to undertake a placement
(Placement) by the issue of up to:
a) 15 million fully paid ordinary shares at an issue price of
10 cents each to raise up to $1.5 million;
b) 7.5 million options expiring 30 June 2006 at an issue
price of 5 cents each to raise up to $375,000; and
c) 1.5 million options expiring 30 June 2006 to any
underwriter or sub-underwriter of the Placement,
on the terms set out in the Explanatory Notes.
10. Issue of Options to Directors
That the directors be authorized to issue, for no cash
consideration, 100,000 options to each of Mr Paul Hardie and Mr
Mark Sumich or their respective nominees (ie, a total of 200,000
options), on the terms set out in the Explanatory Notes.
11. Deed of Indemnity, Insurance and Access
That, the Company be authorized to:
a) indemnify (limited, however, to the extent permitted by
the Corporations Act 2001) from time to time and at all times
each person who is, immediately after the close of the meeting,
a director and each future director, during the period of
directorship and after the cessation of directorship, in respect
of claims made against the director whilst acting in his or her
capacity as a director of the Company or arising out of, or in
connection with, the conduct of business of the Company or a
subsidiary of the Company;
b) maintain an insurance policy and pay the premiums of
insurance as assessed at market rates applicable from time to
time for each director and future director in respect of certain
claims made against them in their capacity as directors of the
Company, and to continue to pay those premiums for a period of 7
years following the termination of their directorship; and
c) provide each such director with access, upon the cessation
for any reason of their directorship and for a period of not
less then 7 years following that cessation, to any of the
Company's records which are either prepared by, or provided to,
the director during the period of directorship.
upon and subject to the terms and conditions of the deed in the
form entitled "Deed of Indemnity, Insurance and Access", a
summary of which is set out in the accompanying Explanatory
Notes and a copy of which will be tabled at the Meeting.
12. Employee Option Plan
That the Company adopt the "CTI Employee Option Plan", the
material terms of which are summarized in the Explanatory Notes.
DAVNET LIMITED: Discloses AGM Results
-------------------------------------
Davnet Limited advised of the following results of its Annual
General Meeting held on Wednesday, January 22, 2002:
RESOLUTION 1. APPROVAL OF SALE OF MAIN UNDERTAKING
"That the sale of the Company's 51% shareholding in Davnet
Telecommunications Pty Limited to NTT Australia Pty Ltd for a
cash consideration of $16,000,000, be approved"
The above resolution was carried on a show of hands. The proxy
votes received by the Company in respect of this resolution are:
FOR AGAINST OPEN ABSTAINED NO INTENTION
77,094,991 230,588 7,600,335 26,188 60,706,161
RESOLUTION 2. PROPOSED ISSUE OF SHARES TO INVESTA AG
"That the Company approves the allotment and issue of 9,897,430
shares to Investa AG (Investa) pursuant to Investa's entitlement
to roll-up its remaining shareholding in Davnet Digitel Hong
Kong Limited"
The above resolution was carried on a show of hands. The proxy
votes received by the Company in respect of this resolution are:
FOR AGAINST OPEN ABSTAINED NO INTENTION
70,370,094 1,398,201 7,634,335 3,779,498 62,476,135
RESOLUTION 3. CHANGE OF NAME OF THE COMPANY
"That the name of the Company be changed to DVT Holdings
Limited, to take effect as soon as the Company's registration
has been altered accordingly by the Australian Securities and
Investments Commission"
The above resolution was carried on a show of hands. The proxy
votes received by the Company in respect of this resolution are:
FOR AGAINST OPEN ABSTAINED NO INTENTION
75,372,390 1,899,108 7,625,035 53,569 60,708,161
Davnet hereby requests the reinstatement of trading in its
shares as having now satisfied the conditions for doing so as
indicated in the request for a trading halt.
GOODMAN FIELDER: Buys Back Share
--------------------------------
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
ACN or ARBN
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 13/11/2001
to ASX Tuesday
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 20,212,591 11,074
back or if buy-back is
an equal access scheme,
in relation to which
acceptances have been
received
$ $
4. Total consideration paid 26,955,949 16,567
or payable for the shares
5. If buy-back is an on-market
buy-back
Highest price paid Highest price paid
$1.51 $1.496
Date: -
Lowest price paid Lowest price paid
$1.30 $1.496
Date: -
Highest price
allowed under rule
7.33:
$1.5540
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 52,776,335
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.
METALWORTH PTY: Former Director Convicted, Fined
------------------------------------------------
Robert Graham Holdsworth, a former Gold Coast Insurance Broker,
was convicted and fined $1200 in the Southport Magistrates Court
after pleading guilty to four charges brought under the
Insurance (Agents and Brokers) Act 1984.
The charges were laid by the Australian Securities and
Investments Commission (ASIC) and relate to Mr Holdsworth's
actions as a director of Metalworth Pty Ltd (in liquidation),
which traded as Citilink Insurance Brokers.
Mr Holdsworth pleaded guilty to charges of making false
statements in relation to the effect of insurance cover included
in contracts taken out on various hotel premises. At least
$79,000 of risks were not insured or not fully insured due to Mr
Holdsworth's conduct.
It was submitted that Mr Holdsworth had breached the trust of
those who sought out the security of insurance cover, and misled
them about the level of insurance cover they were actually
obtaining.
This conviction prevents Mr Holdsworth from managing or being
involved in the management of a company for a period of five
years. The matter was prosecuted by the Commonwealth Director of
Public Prosecutions.
NORMANDY MINING: Directors Recommend Newmont's Offer Acceptance
---------------------------------------------------------------
Normandy Mining Limited disclosed Chairman and Chief Executive
Officer, R J Champion de Crespigny's letter to shareholders and
a summary of Newmont's offer:
LETTER TO SHAREHOLDERS
"On 3 January 2002, Newmont Mining Corporation (Newmont)
announced an increase in its offer for Normandy Mining Limited
(Normandy) to 3.85 Newmont Shares per 100 Normandy Shares plus
A$0.50 cash per Normandy share.
"On 18 January 2002, AngloGold Limited (AngloGold) announced
that its offer for Normandy was closed. AngloGold received
acceptances for approximately 7 percent of Normandy shares under
its offer which it has since sold. Newmont's offer is now the
only takeover offer for Normandy.
"During the contested offer period when both Newmont and
AngloGold were bidding for Normandy, the Directors of Normandy
announced their intention to recommend the Newmont offer. This
document sets out the Normandy Directors' formal recommendation,
subject to their fiduciary duties, that you accept Newmont's
offer for your shares. Each of the Directors currently intends
to accept or procure acceptance of the Newmont offer in respect
of the shares of Normandy the disposal of which he can control.
"The implied value of the Newmont offer is A$2.01 (based on the
closing price of Newmont's shares on the New York Stock Exchange
on 22 January 2002).
"Newmont has entered into an agreement with Franco-Nevada Mining
Corporation Limited (Franco-Nevada) to acquire Franco-Nevada
through a Canadian Plan of Arrangement. Franco-Nevada, a
Canadian precious minerals investment company, holds just under
20 percent of Normandy's shares which it has committed to
Newmont's bid. Newmont's acquisition of Franco-Nevada is
conditional on Newmont acquiring a relevant interest in at least
50.1 percent of Normandy's shares (fully diluted and including
the Franco-holding) and various other conditions as set out in
this document. The Newmont offer for Normandy is not conditional
on Newmont's acquisition of Franco-Nevada. Newmont has stated
that it expects that its acquisition of Franco-Nevada will be
completed in mid-February in conjunction with its acquisition of
Normandy.
"The Newmont offer for Normandy is subject to a 50.1 percent
minimum acceptance condition (fully diluted and including
Franco-Nevada's almost 20 percent holding) and other conditions
outlined in this document (many of which have been satisfied).
Newmont's offer is currently scheduled to close at 1.00pm Sydney
time on 15 February 2002.
"The Directors of Normandy, subject to their fiduciary duties,
recommend that you accept the Newmont offer for the following
reasons:
* The current offer by Newmont was made at the end of a
highly competitive bidding process.
* The implied value of the consideration offered under the
Newmont offer is at a significant premium to the Normandy share
price prior to the announcement by AngloGold of its intention to
make an offer for the company.
* The implied value of the consideration offered under the
Newmont offer currently exceeds the valuation range assessed by
the Independent Expert.
* Newmont has a very high degree of liquidity in its shares.
"The risks to Normandy shareholders if one or more of Newmont's
offer conditions is not satisfied and the position for accepting
shareholders if Newmont's concurrent bid for Franco-Nevada does
not proceed are also addressed in this Target's Statement. In
determining when to accept Newmont's offer for your Normandy
shares, Normandy shareholders should consider the conditions
remaining to be satisfied for Newmont's offer. In that regard,
Normandy shareholders should consider whether to wait until that
offer has become less conditional and/or approval for Newmont's
acquisition of Franco-Nevada has been obtained.
"Given the Newmont offer is the only offer currently available
to Normandy shareholders and given the Normandy Board has
recommended the offer for the reasons above, it is important
that Normandy shareholders understand the need to make a
decision with respect to their shareholdings (see section 1.7).
If, for whatever reason, a shareholder does not wish to accept
the Newmont offer, they should consider selling their shares on
the stock exchange.
"The Normandy Directors will keep you informed of any further
developments and actions you may need to take in relation to
your Normandy shares."
SUMMARY OF THE NEWMONT OFFER
The following provides an overview of the Newmont offer which
the Directors of Normandy, subject to their fiduciary duties,
recommend that shareholders should accept. You should read this
Target's Statement and Newmont's Australian Offer Document or
the US Offer Document (if you are a shareholder in the United
States or Canada) before making any decision whether to accept
the offer.
THE OFFER Newmont is offering to acquire all of your Normandy
shares including those shares represented by
Normandy American Depositary Receipts (ADRs or ADSs).
OFFER CONSIDERATION
Newmont is offering you 3.85 Newmont shares for
every 100 Normandy shares plus A$0.50 cash for
each Normandy share you own.
Newmont shares currently trade on the New York
Stock Exchange(NYSE). In connection with its
offer, Newmont intends to list on the Australian
Stock Exchange (ASX) with its securities quoted
in the form of CHESS Depositary Interest (CDIs).
Based on the closing price of Newmont shares on
the NYSE on 22 January 2002 of US$20.43, the
implied value of the Newmont offer is A$2.01 per
Normandy share.
CONDITIONS OF THE OFFER
The Newmont offer is conditional on:
(i) Newmont having a relevant interest in at least 50.1
percent of the ordinary shares of Normandy (fully diluted and
including the almost 20 percent of Normandy's shares which
Franco-Nevada has committed to Newmont's offer).
(ii) Certain regulatory approvals (Newmont has stated that,
to its knowledge, there are no further significant regulatory
approvals to be obtained other than approvals by the ASX and
NYSE).
(iii) Newmont shareholder approval (to be sought at a meeting
scheduled for 13 February 2002).
(iv) Certain other conditions as set out in section 2.10 of
Newmont's Australian Offer Document (section 5.10 of the US
Offer Document).
Newmont may choose to waive many of these conditions in
accordance with the offer.
FRANCO-NEVADA PLAN OF ARRANGEMENT
Concurrent with its offer for Normandy, Newmont has entered into
an agreement with Franco-Nevada to acquire all of its
outstanding shares under a Canadian Plan of Arrangement. This
transaction has the full support of the Franco-Nevada Board.
While the Newmont offer for Normandy is not conditional on the
outcome of Newmont's acquisition of Franco-Nevada, Newmont's
acquisition of Franco-Nevada is conditional upon Newmont
acquiring a relevant interest in at least 50.1 percent of the
Normandy shares (fully diluted and including Franco-Nevada's
almost 20 percent Normandy shareholding) and certain other
conditions as outlined in section 4.1.
NORMANDY DIRECTORS' RECOMMENDATION
The Directors of Normandy, subject to their fiduciary duties,
recommend that you ACCEPT the Newmont offer.
CLOSING DATE The Newmont offer is scheduled to close at 7.00
pm (Sydney time) on Friday 15 February 2002,
unless it is withdrawn or extended.
================================
C H I N A & H O N G K O N G
================================
CIL HOLDINGS: Board Meeting Held Today
---------------------------------------
CIL Holdings Limited (stock code: 479) requested that market
participants to note that the board meeting to approve the final
results of for the year ended 30 June, 2001 originally scheduled
on Wednesday 23 January,2002 has been postponed to Friday
25 January, 2002.
COLAND INTERNATIONAL: Winding Up Petition Hearing Set
----------------------------------------------------
The petition to wind up Coland International Limited is set for
hearing before the High Court of Hong Kong on February 20, 2001
at 9:30 am. The petition was filed with the court on December
13, 2001 by Heung Kam Fai of Room 2805, Ching Wo House, Tsz
Ching Estate, Tsz Wan Shan, Kowloon, Hong Kong.
DAILYWIN GROUP: Petition To Wind Up Pending
-------------------------------------------
The petition to wind up Dailywin Group Limited will be heard
before the High Court of Hong Kong on February 6, 2002 at 9:30
am. The petition was filed with the court on November 26, 2001
by Prudential Trustee Company Limited, which has a registered
office at Laurence Pounney Hill, London EC4R 9HH, United
Kingdom.
DASHING HOKAI: Winding Up Petition Set For Hearing
--------------------------------------------------
The petition to wind up Dashing Hokai Engineering Company
Limited is scheduled to be heard before the High Court of Hong
Kong on February 6, 2002 at 9:30 am.
Lai Mou Kwong of Room 1233, Fu Yan House, Fu Shan Estate,
Kowloon, Hong Kong, filed the petition to the court on November
28, 2001.
FUJIAN GROUP: Faces Winding-up Petition From Former Employees
-------------------------------------------------------------
A winding-up petition HCCW74/2002 dated 21st January 2002
(Winding-up Petition) was served on Fujian Group Limited
(Company) jointly by Ms. Ng Ling, Mr. Or Wo Tung, Ms. Poon So
Kwan, Ms. Shum King Shuen, Ms. Tsang Siu Wah and Mr. Cheng Ka
Ming (6 Former Employees). The High Court hearing of the
Winding-up Petition is scheduled on 17th April 2002 at 9:30 a.m.
(Hearing).
It was stated in the Winding-up Petition that the Company was
indebted to the 6 Former Employees for severance payment,
payment in lieu of notice, provident fund and litigation fees in
an aggregate amount of HK$489,425.20 (Redundancy Payments). The
6 Former Employees were dismissed with one month prior notice by
the Company for the reason of redundancy on 22nd November 2000.
The 6 Former Employees are not connected persons of the Company
as defined under the Listing Rules. However, the Company has
been unable to settle the Redundancy Payments.
Two judgment orders (Judgment Orders) were made against the
Company by Labor Tribunal in favor of the 6 Former Employees. On
15th May 2001, the first judgment order was made against the
Company for outstanding severance payment to the 6 Former
Employees in an aggregate amount of HK$226,382.80. On 9th
October 2001, the second judgment order was made against the
Company in favor of Ms. Shum King Shuen for outstanding payment
in lieu of notice in the amount of HK$125,000, and in favor of
the 6 Former Employees for outstanding provident fund and
litigation fees in the aggregate amounts of HK$128,142.40 and
HK$9,900.00 respectively.
Since the Judgment Orders were made, the Company's Directors
have negotiated with the 6 Former Employees for possible ways of
settlement of the Redundancy Payments (Settlement Proposals),
though the Settlement Proposals were finally rejected by them.
The Company will continue to negotiate with the 6 Former
Employees on settlement of the Redundancy Payments. The Company
will issue further announcement before the Hearing if any
settlement proposal is mutually acceptable both to the 6 Former
Employees and the Company.
FUJIAN INTERNATIONAL: Faces Pressure From Bondholders
-----------------------------------------------------
DebtTraders analysts, Daniel Fan (852-2537-4111) and Blythe
Berselli (1-212-247-5300), say, "Fujian International Trust and
Investment Corporation is being pressed by bondholders and the
Japanese government for servicing the US$100 million bond and
Y14 billion (US$104 million) of samurai bonds, respectively.
Bondholders are forming a committee. The Japanese government
plans to force the provincial trust company to service its bonds
again after the successful action last year."
According to Fan and Berselli, "We estimate the provincial trust
holds approximately 5.93 percent stake or 334.85 million "A"
shares in Huaneng Power International Inc, which is worth about
RMB3.6 billion (US$443 million) or more than 40 percent of the
estimated total debt.
DebtTraders reports that Fujian ITIC's 4.100% bonds due on 2006
(FITIC1) are trading between 40 and 55. Go to
http://www.debttraders.com/price.cfm?dt_sec_ticker=FITIC1for
real-time bond pricing.
NEW BENEFIT: Winding Up Petition Slated For Hearing
---------------------------------------------------
The petition to wind up New Benefit International Limited is
scheduled for hearing before the High Court of Hong Kong on
February 6, 2002 at 10:00 am.
The petition was filed with the court on December 4, 2001 by
Charris Company Limited, Mullein Company Limited, Wettersley
Company, Bright Smart Limited and Excellent Base Limited whose
registered offices are situated at 16th Floor, Ocean Centre,
Harbour City, Kowloon, Hong Kong.
PUI KEE: Winding Up Petition To Be Heard
----------------------------------------
The petition to wind up Pui Kee Ming Fat Foundation Company
Limited is scheduled for hearing before the High Court of Hong
Kong on February 6, 2002 at 9:30 am.
The petition was filed with the court on November 30, 2001 by
Mohammad Idris Khan of 1st Floor, 59B Hang Tau Tsuen, Ping Shan,
Yuen Long, New Territories, Hong Kong.
SUN BRIGHT: Faces Winding Up Petition
-------------------------------------
The petition to wind up Sun Bright Group Limited was scheduled
for hearing before the High Court of Hong Kong on Wednesday,
January 23, 2002 at 9:30 am. Sunshine Pacific International
Limited, whose registered office is situated at 5th Floor, Kailey
Tower, 16 Stanley Street, Central, Hong Kong, filed the petition
to the court.
=================
I N D O N E S I A
=================
MANULIFE INDONESIA: Faces Bankruptcy Petition Over Due Dividends
----------------------------------------------------------------
PT Dharmala Sakti Sejahtera filed a bankruptcy petition on
January 23 at the Jakarta Commercial Court against PT Manulife
Indonesia, alleging failure to pay dividends for the financial
years 1998 and 2000, AFX reports, quoting Dharmala Sakti's
receiver Paul Sukran.
"Manulife did not pay Rp3.9 billion in dividends accruing to
Dharmala Sakti as one of its major shareholders in 1998," Sukran
said, adding that Dharmala Sakti was not paid its 40 percent
share of Manulife Indonesia's Rp204 billion profit in 2000.
Sukran has also reported Manulife to the national police and
Attorney General's Office for its failure to pay Rp7.9 billion
taxes in 2001 as well as for not paying dividends to the
Indonesian Bank Restructuring Agency (IBRA).
PERUSAHAAN LISTRIK: Seeks Government Financial Assistance
---------------------------------------------------------
State-electricity firm PT Perusahaan Listrik Negara (PLN) has
asked the government to provide fresh loans to finance new power
projects, AFX reported January 24, citing PLN President, Eddie
Widiono.
"I can't tell you the amount of loans needed by PLN, given the
government's limitation to absorb cheap fundings," Widiono said,
adding that electricity shortages are likely over the next four
to five years outside of Java and Bali as private power
producers are unlikely to finance new power plants.
"PLN therefore need to fill this financing gap problem over the
next four to five years, given the expected absence of new
independent power producers to engage in new power projects,"
Widiono said.
Meanwhile, PLN has reached an agreement with independent power
producer (IPP) PT Paiton Energy to buy electricity at a price of
US$0.0493 per kilowatt hour (kWh), down from US$0.05 agreed
previously, as part of its final long-term power agreement with
the company.
Paiton is one of the 27 IPPs whose contract to sell power to PLN
was terminated by the government in the wake of the 1997
financial crisis.
* BI Approves IBRA Bank Merger Plan
-----------------------------------
The Central Bank (Bank Indonesia) has approved the planned
merger of five banks under the control of the Indonesian Bank
Restructuring Agency (IBRA), Jakarta Post reported Thursday,
citing BI Governor Syahril Sabirin. The said banks are PT Bank
Bali, PT Bank Universal, PT Bank Patriot, PT Bank Prima Express
and PT Artha Media.
Governor Sabirin said that Bank Patriot and Bank Prima Express
have been given the status as banks to be restructured in order
to smoothen the merger process.
"The merger will be announced next week and it will take a few
months to be completed," Sabirin told reporters at the finance
ministry.
Previously, the central bank was hesitant to give its approval
on the proposed merger due to the poor financial condition of
Prima and Patriot, which rendered them unqualified for a merger.
In fact, of the five banks, only Bank Bali has the capital
adequacy ratio (CAR) which managed to meet Bank Indonesia's
minimum requirement of 8 percent.
The merger of banks is an efforts to restructure the country's
troubled banking industry, which has been blamed for its poor
economic performance.
=========
J A P A N
=========
NISSHO IWAI: Cutting 700 Jobs
------------------------------
Nissho Iwai Corp will slash 700 positions, 27 percent of its
parent workforce, over the next three years under a new midterm
business plan to be announced next week, Kyodo News reports,
citing unnamed company sources. The trading house plans more job
cuts in the future from its approximately 19,000 people under
the plan.
Last year Nissho Iwai suffered from a very weak financial
profile, characterized by high debt-usage and very weak
financial flexibility caused by its heavy reliance on short-term
bank borrowings, TCR-AP reported earlier this month. The firm
has total debts of Y2.4 trillion at the end of September 2001.
NIPPON TELEGRAPH: Shares Fall Sharply To Y377T
-----------------------------------------------
The shares of Nippon Telegraph and Telephone Corp (NTT) fell
sharply Wednesday, hitting a record low of Y377,000 on
investors' concern on the company's uncertain business outlook,
according to Kyodo News on Thursday, citing unnamed brokers.
The figure is the lowest since 1987, when Japan's largest
telecommunications company was listed on the Tokyo Stock
Exchange. The previous record low was Y383 thousand, logged on
December 18, 2001.
Earlier this week NTT presented the Telecommunications Ministry
with written opinions against a government panel's call for
reorganizing or dividing up the giant telecom group.
TOBU RAILWAY: Sees Y70B Net loss
--------------------------------
Tobu Railway Co expects to rack up a Y70 billion net loss in the
year to March 31, a sharp downswing from the forecast of Y300
million profit released Nov 28, Kyodo News reports.
The company, which runs a railway network in Kanto area
including Tokyo, announced that its group net balance is likely
to fall into the red in fiscal 2001 due mainly to its adoption
of a reform plan calling for selling real estate and booking the
resulting Y80 billion in losses.
YAMATO ESTATE: Faces Liquidation Due to Excessive Debts
-------------------------------------------------------
Steelmaker Yamato Kogyo Co has announced that the company will
liquidate its real estate unit, Yamato Estate Co, because of the
unit's excessive obligations due by the end of March, Kyodo News
said Thursday. Operations at the real estate company will be
transferred to Yamato Kogyo.
Yamato Kogyo Co Ltd. is a manufacturer of electric furnace
steel, producer of wide flange shapes and other rolled steel,
railway track materials such as turnouts and tie plates, large
sized steel castings and steel structures with integrated power.
=========
K O R E A
=========
CHOHUNG BANK: Aims to Buy 20% of Shares
---------------------------------------
Chohung Bank plans to buy back up to 20 percent of its
outstanding stock to cancel the shares and help boost its share
price in the long run, AFX News reports, citing Chohung
President Wee Sung-bok.
Wee said the amount of stock to be cancelled would be determined
at between 15 to 20 percent of the outstanding stock, which will
permit the bank to sustain its capital adequacy ratio at above
10 percent. In regard to the merger speculation, he said the
bank opposes a merger with other banks that would not result in
synergy. He added that it would be desirable for the bank to
integrate with another bank in which the government has a stake.
DAEWOO MOTOR: Resumes Negotiation With Labor Union
--------------------------------------------------
Daewoo Motor and its labor union have resumed negotiations over
General Motors' (GM) call for revision of controversial labor-
union contracts but failed to narrow their differences, dimming
the prospects for a takeover agreement with GM, Korea Herald
reported Thursday. Daewoo's labor union refused to back down on
its demand for GM's succession of all Daewoo Motor staff and the
existing labor contracts during the resumed meeting with
management Tuesday.
Union representatives asked for reinstitution of all laid-off
employees and GM's presentation of a clear development blueprint
for Daewoo Motor. The Union demanded Daewoo rehire 400 laid-off
workers by the end of 2002. GM officials stressed that Daewoo
labor's demand for job security is among the remaining last-
stage hurdles for the final contract, calling ongoing talks
"very complicated." Daewoo's unionists are refusing to
cooperate in the GM agreement, unless their demands for
employment succession are met.
DAEWOO ENGINEERING: Sells Hydraulic Plant to Tractbel for $121M
---------------------------------------------------------------
On Thursday, Daewoo Engineering and Construction will receive a
cash total of $121 million from Tractbel S.A. of Belgium for the
sale of its stake in a hydraulic power plant in Laos, Korea
Herald reported on January 24. Daewoo signed a deal with
Tractbel in September 2001 and finalized the process of
transferring its stake to the Belgian company Tuesday.
In 1993, Daewoo built a dam and a 150MW hydraulic power plant in
Laos under a deal to export the generated electricity to
Thailand for 30 years. Daewoo stressed that it decided to sell
off its 60 percent stake in the power plant to secure liquidity.
Daewoo also transferred its accounts receivable to Tractbel.
HYNIX SEMICONDUCTOR: Creditors Want Better Offer
------------------------------------------------
Hynix Semiconductor's creditors want Micro Technology to raise
its offer to over $4 billion from $3.2 billion for the Korean
chip facilities, DebtTraders analysts, Daniel Fan (852-2537-
4111) and Blythe Berselli (1-212-247-5300) reports. Korea
Exchange Bank plans to participate in the negotiations.
Hyundai Semiconductor's 8.625% bond due in 2007 (HYUNS2) trades
between 58 and 63. For real-time bond pricing, go to
http://www.debttraders.com/price.cfm?dt_sec_ticker=HYUNS2
===============
M A L A Y S I A
===============
BERJUNTAI TIN: Appoints Mohd Ramli as Director
----------------------------------------------
Berjuntai Tin Dredging Berhad disclosed this change in boardroom
notice:
Date of change : 06/11/2001
Type of change : Appointment Boardroom
Designation : Director
Directorate : Independent & Non Executive
Name : MOHAMED JAMAL BIN DATO' MOHD RAMLI
Age : 47
Nationality : Malaysian
Qualifications : Master of Business Administration, Cranfield
School of Management, United Kingdom
Working experience and occupation :
Group Financial Controller / Company Secretary - Heveafil Sdn
Bhd (September 1992 - May 1997)
Vice President - Pengkalen Securities Sdn Bhd (June 1997 -
December 1998)
Executive Director - L & M Corporation (M) Bhd - (February 1999
- current)
Directorship of public companies (if any) : L & M Corporation
(M) Bhd
Family relationship with any director and/or major shareholder
of the listed issuer : Nil
Details of any interest in the securities of the listed issuer
or its subsidiaries : Nil
Remarks : The designation of Encik Mohamed Jamal bin Dato' Mohd
Ramli as announced on 6 November 2001 should read as
Independent, Non-Executive Director instead of Non-Independent,
Non-Executive Director
Profile
The Company (BTD) began as a tin mining company in Selangor. Due
to poor tin market conditions, it ceased all tin operations from
December 1993. BTD retained two dredges and kept them under care
and maintenance while the remaining units were sold. Meanwhile
BTD continued with its cement bricks manufacturing business. As
a result of the downturn in the property market, in October
1997, BTD suspended its bricks operations.
Currently, BTD is awaiting approval of its applications for
renewal of its mining leases and is continuing discussion with
the state government on the proposal to develop its mining land
into a mixed residential and commercial property. Besides this
proposal, the Board is seeking new business opportunities.
The Company had proposed to restructure the financial position
of the Group. This involved the acquisition of property
development companies, Uniphoenix Jaya Sdn Bhd, Bukit Permata
Sdn Bhd and Oaksvilla Sdn Bhd; land in Bandar Sri Menjalara,
Selangor, and Mt Austin, Johor; and conversion of RM18.10m debts
owed by BTD to holding company Malaysia Mining Corporation. The
proposal was part of BTDs intention to be involved in property
development.
On 26 November 2001, the SC informed it is unable to grant a
waiver to the Company for not complying with the minimum land-
bank requirement for property development companies of 1,000
acres. Consequently, the Board is deliberating on the course of
action to be taken.
ESPRIT GROUP: Court Orders EMSB's Winding Up
--------------------------------------------
Esprit Group Berhad (EGB), further to the announcement made on 2
January 2002 with respect to the Winding-Up Petition served on a
subsidiary of EGB, Esprit Marketing Sdn Bhd (EMSB), informed
that the Court has granted Order in Term for the Petitioner i.e.
Perwira Affin Bank Berhad to Wind-Up EMSB on 23 January 2002.
TCR-AP reported early January that the Company was still in the
process of finalizing its financial and all other relevant
information to be updated in the explanatory statement to be
issued to the creditors of the proposed Restructuring Scheme.
GENERAL LUMBER: Faces Winding Up Petition Sought by DSSB
--------------------------------------------------------
The Board of Directors of General Lumber Fabricators & Builders
Bhd announced that a winding up petition had been served on its
subsidiary, General Lumber Construction Sdn Bhd (GLCSB) by Daya
Sejati Sdn Bhd (DSSB) on 11 November 2001. The petition was
presented to the High Court at Kuala Lumpur on 13 August 2001.
The hearing of the winding up petition, which was fixed on 07
January 2002, adjourned to 16 January 2002. During the hearing
on 16 January 2002, the Honourable Judge has directed DSSB to
advertise the petition twice in two (2) National Newspapers. The
next hearing date is fixed on 19 January 2002.
Under the petition, DSSB made a claim of RM270,428.90 being the
outstanding balance for the Interior Decoration/Fitout Works for
our office building, together with interest at 8% p.a.
GLCSB ceased its operation in 1999 and has since not contributed
any positive earnings and cashflow to the Group. As such, the
winding up will not have any financial and operational impact on
the Group. The cost of investment in the subsidiary is
RM600,002.
There shall be no additional expected losses incurred except for
additional legal cost in defending the proceeding against GLCSB.
The Group has since appointed a solicitor to oppose the
petition.
The Board highlighted that the disclosure of the above winding
up petition was made in the Group Quarterly Financial Result -
Q3/2001, which was announced on the 28/11/2001. We believed that
the disclosure has met the requirement under Chapter 9 of the
New Listing Requirement.
HAI MING: Enters MOU for Woodfree Paper Dealer Appointment
----------------------------------------------------------
Hai Ming Enterprise Sdn Bhd (HME), a wholly owned subsidiary
company of Hai Ming Holdings Berhad (HMHB), entered into a
Memorandum of Understanding (MOU) on 21 January 2002 to be
appointed as one of the principal dealers of woodfree paper in
the Central Region of Malaysia for the 99 Group Center Company
Ltd (99 Group), a company incorporated in Thailand.
HME's current principal activity is trading in paper products.
This dealership appointment is expected to generate an annual
turnover and gross profit of RM5.8 million and RM720,000
respectively for HME. 99 Group is a sole exporter for printing
papers produced by Advance Agro Public Company Limited and Hi-
Tech Paper Company Limited of Thailand.
HME is expected to market the paper in rolls, sheet and cut-size
(mainly A4 size). Among the brand names HME will market include
"AA" (Double A), "Turbo" and "Swan".
The salient terms of the MOU are:
1. HME to purchase the papers only from the 99 Group;
2. The minimum monthly volume papers purchased must be at
least 150 metric tonnes;
3. The purchase price will be determined by the prevailing
market price at the time of purchase;
4. Terms of payment shall be by letters of credit;
5. The MOU can be terminated by mutual consent or if HME does
not meet the minimum purchase quantity within six (6)
months from the date of signing the MOU.
The effects of the MOU are set out below:
a. Share capital
This dealership appointment will not have any effect on the
issued and paid-up share capital of HMHB.
b. Net Tangible Liabilities (NTL)
There is no proforma effect on the NTL of the HMHB Group
based on the latest audited consolidated balance sheet of HMHB
as at 30 April 2001.
c. Earnings
The dealership appointment is expected to have a positive
impact on the future earnings of the HMHB Group as the HMHB
Group will be able to offer its customers a varity of imported
printing papers.
d. Substantial shareholdings
There is no effect on the substantial shareholdings of HMHB
due to this dealership appointment.
HMHB is registered with the Corporate Debt Restructuring
Committee (CDRC) to restructure the Group's borrowings. The
Company and seven of its subsidiary companies have entered into
a conditional debt restructuring agreement with its bank lenders
on 30 November 2001 involving total debts of RM53,588,638 to be
fully settled by the issuance of new Hai Ming Holdings shares,
4.5% 5-year redeemable convertible secured loan stock, 4.5% 5-
year irredeemable convertible unsecured loan stock and cash
payment.
KEMAYAN CORPORATION: Posts Level of Foreign Shareholding Status
---------------------------------------------------------------
The Board of Directors of Kemayan Corporation Berhad (Kemayan or
KCB) released this information on the level of foreign
shareholdings as of 31 December 2001:
1. The percentage shareholdings of entitled foreigners as at
31 December 2001 was 49 percent; and
2. The percentage shareholdings of non-entitled foreigners as
at 31 December 2001 was 6.98 percent.
Kemayan had already approved to award non-entitled foreigners
all rights and privileges except the right to vote at the
General Meeting of the Company.
Earlier, TCR-AP reported that KCB, Mr Lai Kuai Weng, and Datuk
Umar Haji Abu have agreed to extend the expiry date of the
Memorandum Of Understanding to 22 February 2002 as KCB is still
in discussion with parties with income generating assets for
possible injection, and accordingly, are still formulating a
restructuring plan to regularize its financial condition.
KEMAYAN CORPORATION: Unit's DRA With Land Owner Terminated
----------------------------------------------------------
The Directors of Kemayan Corporation Berhad (Kemayan) announced
that BCM Development Sdn Bhd (BCM Dev), a subsidiary company of
Kemayan, on 21 January 2002, received a copy of the letter dated
16 January 2002 from the solicitors of the Titular Roman
Catholic Bishop of Malacca Johor (Land Owner) notifying BCM Dev
that the Development Right Agreement (DRA) is now terminated.
The DRA was signed on 16 March 1997 between the Land Owner and
BCM Dev to develop a privatized residential/commercial
industrial project. The Land Owner alleged that BCM Dev failed
to:
1. settle the payment of Ringgit six million (RM6,000,000)
due on 30 June 2001;
2. settle the interest due on 31 May 2001 amounting to
RM62,500 with penalty interest accruing thereon; and
3. give effect and complete the assignment of properties to
the value of RM10,444,000 in lieu of the Bank Guarantee as
security for the granting of the Power of Attorney by the Land
Owner over the subdivided land titles of Phase 1.
BCM Dev holds that the termination is wrongful and is consulting
its solicitors for the necessary actions to be taken for its
redress.
The total cost of investment in BCM Dev including amounts owing
to Kemayan Group is approximately RM20 million. We are unable to
estimate any expected losses arising from the termination at the
moment.
MECHMAR CORPORATION: Proposes Land Disposal
-------------------------------------------
Mechmar Corporation (Malaysia) Berhad (the Company) advised that
its Extraordinary General Meeting will be held at The Auditorium
of the Company, 1 Jalan Perunding U1/17, Seksyen U1, HICOM-
Glenmarie Industrial Park, 40150 Shah Alam, Selangor Darul Ehsan
on 7 February 2002 at 11.00 a.m. for the purpose of considering
and if thought fit, to pass the following Ordinary Resolution:
AUTHORITY TO SRI KOMAKMUR SDN BHD FOR DISPOSAL OF LAND
WHEREAS Sri Komakmur Sdn Bhd, a 51 percent owned subsidiary of
Titian Properties Sdn Bhd, which in turn is a wholly-owned
subsidiary of the Company has on 16 October 2001 entered into a
Sale and Purchase Agreement and on 21 October 2001 entered into
two Settlement of Squatters Agreements with Platinum Victory Sdn
Bhd (Company No: 552891-H) having its registered office at No.
38, Lorong Yap Hin, Off Jalan Pasar, 55100 Kuala Lumpur
(hereinafter referred to as "the Purchaser") to dispose off
three parcels of freehold land held under HS (D) 70345 PT No.
3645, HS (D) 70349 PT No. 3650 and HS (D) 70353 PT No. 3657
comprising in area approximately 116,325 sq meters, 13,482.298
sq meters and 1506.838 sq meters respectively all in the Mukim
of Setapak Daerah Kuala Lumpur Negeri Wilayah Persekutuan (the
said lands) for a total cash consideration of RM45 million upon
and subject to the terms and conditions as stipulated in the
Sale and Purchase Agreement and Settlement of Squatters
Agreements (Disposal Agreements).
THAT approval be and is hereby given for Sri Komakmur Sdn Bhd to
dispose off the above said lands to the Purchaser upon the terms
and conditions as stipulated in the Disposal Agreements.
AND THAT the directors of the Company and Sri Komakmur Sdn Bhd
be and are hereby empowered and authorized to do all acts, deeds
and things as may be necessary to give effect and complete the
Disposal Agreements dated 16 October 2001, entered into between
Sri Komakmur Sdn Bhd and the Purchaser in respect of the said
disposal and with full power to assent any modifications and/or
amendments as may be imposed by the relevant authorities.
PARK MAY: Proposes RM120M Commercial Papers, MTNs Issuance
----------------------------------------------------------
The Board of Directors of Park May Berhad (PMB or Company)
announced that the Company had on 23 January 2002 entered into
an agreement (Program Agreement) with Affin Discount Berhad
(ADB) (as Lead Arranger/Manager, Facility Agent, Authorized
Depository, Issuing Agent and Paying Agent) for the issuance of
secured Commercial Papers (CPs) and Medium Term Notes (MTNs) of
up to the combined aggregate principal amount of RM120,000,000
only (CPs/MTNs Issuance Facility) together with the following
agreements which are relevant to the CPs/MTNs Issuance Facility.
(i) Underwriting Facility Agreement between PMB and ADB (as
Lead Arranger/Manager, Facility Agent, Authorized Depository and
Issuing and Paying Agent) and ADB (as Underwriter) which sets
out the terms and conditions upon which the Underwriter agrees
to underwrite the CPs;
(ii) Tender Panel Agreement between PMB and ADB (as Facility
Agent) and ADB (as the Tender Panel Member) which sets out the
terms and conditions, which Tender Panel Member agrees to tender
for the CPs and/or subscribe for the MTNs;
(iii) Trust Deed between PMB and Malaysian Trustee Berhad
(MTB), as Trustee for the holders of the CPs and MTNs (Note
Holders), and ADB (as Lead Arranger/Manager, Facility Agent,
Authorized Depository, Issuing Agent and Paying Agent); which
constitutes the CPs and MTNs and the conditions thereof;
(v) Issuing and Paying Agency Agreement between PMB and MTB
(as Trustee for the Note Holders) and ADB (as the Authorized
Depository and Paying Agent), which sets out the functions and
obligations of ADB as the Authorized Depository and Paying Agent
in connection with the CPs and MTNs.
The tenure for the CPs and MTNs is five (5) years from the date
of the first issue (Maximum Tenure). The proceeds thereof shall
be utilized for the following purposes:
(i) to refinance the outstanding amount under PMB's existing
Redeemable Convertible Bond Issue of up to RM110,000,000;
(ii) to finance the acquisition of buses of up to
RM10,000,000; and
(iii) as working capital requirements provided that the CPs
or MTNs have been redeemed in part or in full on their relevant
maturity periods for the purposes specified in paragraphs (i)
and (ii) above.
The maturity period for the CPs is one (1), two (2), three (3),
six (6) months or nine (9) months as PMB may select, but subject
to the Maximum Tenure. The CPs are issued at a discount to face
value.
The maturity period for MTNs is one (1), two (2), three (3),
four (4) or five (5) years, subject to the Maximum Tenure. The
MTNs are issued at par or at a discount to face value, to be
determined prior to the issue date.
The approval for the CPs / MTNs Issuance Facility was granted by
the Securities Commission to PMB on 14 January 2002.
SISTEM TELEVISYEN: Submits Corporate Proposals to SC
----------------------------------------------------
On behalf of Sistem Televisyen Malaysia Berhad (TV3), Arab-
Malaysian Merchant Bank Berhad announced that TV3 has submitted
the Proposed Corporate Restructuring Scheme (Corporate
Proposals), being its plan to regularize its financial
conditions, to the relevant authorities for approval including
the Securities Commission (SC).
The Corporate Proposals refers to:
(a) The Share Sale Agreement between Malaysian
Resources Corporation Berhad (MRCB) and Profitune Sdn
Bhd (Newco), the company identified to assume the listing status
of TV3 pursuant to the Corporate Proposals, for the proposed
transfer of MRCB's entire 43.5 percent equity interest in New
Straits Times Press (M) Berhad to Newco for a total
consideration of RM338.2 million to be satisfied by the issuance
of new ordinary shares and Irredeemable Convertible Unsecured
Loan Stocks in Newco as well as an undertaking by Newco to
provide a put option to MRCB's secured lenders under the
Proposed MRCB Debt Settlement.
Newco was incorporated on 27 November 2000 with an authorized
share capital of RM100,000.00 comprising 100,000 ordinary shares
of RM1.00 each, of which of 2 shares have been issued and fully
paid-up and are held by MRCB. The directors of Newco are Abdul
Rahman Ahmad and Shahril Ridza Ridzuan.
(b) The Share Subscription Agreement between MRCB and Newco
whereby MRCB agrees to subscribe for 77.3 million new Newco
ordinary shares of RM1.00 each at an issue price of RM1.10 per
Newco share for a total cash consideration of RM85.0 million;
(c) The agreement in relation to the proposed Schemes of
Arrangement between MRCB, TV3 and Newco to document the
agreement of the parties to use their respective endeavors to
implement the Corporate Proposals.
SOUTH PENINSULAR: Dormant Unit Struck Off From ROC
--------------------------------------------------
The Board of Directors of South Peninsular Industries Berhad
(SPIB) announced that Perumahan South Peninsular Sdn Bhd
(PSPSB), a wholly-owned subsidiary of SPIB was struck off from
the Registrar of Companies' Register (ROC) pursuant to Section
308(4) of the Companies Act, 1965 following the application made
by PSPSB.
The reasons for an application to ROC to strike off PSPSB are
mainly because PSPSB is a dormant company and SPIB wishes to
minimize its statutory maintenance costs.
SOUTHERN PLASTIC: Discloses Change in Boardroom Notice
------------------------------------------------------
Southern Plastic Holdings Berhad disclosed this notice:
Date of change : 22/01/2002
Type of change : Appointment Boardroom
Designation : Director
Directorate : Executive
Name : Zarul Ahmad Bin Mohd Zulkifli
Age : 43
Nationality : Malaysian
Qualifications : Institute of Chartered Secretaries and
Administrators
Working experience and occupation :
1996-1997 : Deputy Executive Chairman, Balak Makmur Sdn. Bhd.
1997-2000 : Chairman, Sparkle Option Sdn. Bhd.
2000 - now : Adviser, Healthbest (M) Sdn. Bhd.
Directorship of public companies (if any) : Nil
Family relationship with any director and/or major shareholder
of the listed issuer : Nil
Details of any interest in the securities of the listed issuer
or its subsidiaries : Nil
The Board of Directors has circulated a summary of proposed
amendments of the restructuring scheme to the financial
institutions. Further negotiations with the financial
institutions are expected to take place shortly, TCR-AP reported
on January 14.
TALAM CORPORATION: Strikes Off Subsidiaries
-------------------------------------------
Talam Corporation Berhad announced that the following dormant
subsidiaries have been struck off from the register by the
Registrar of Companies pursuant to powers conferred by
subsection 308(4) of the Companies Act, 1965 and accordingly
dissolved:
* Baiduri Prestasi Sdn Bhd
* Erat Kejora Sdn Bhd
* Talam Hotel Management Services Sdn Bhd
* Talam Larut Management Services Sdn Bhd
In November last year, TCR-AP reported that Exposition Resources
Limited (Exposition), a dormant wholly-owned subsidiary of Talam
incorporated on 13 May 1997 in the British Virgin Islands, had
been struck off from the Register of International Business
Companies (RIBC).
=====================
P H I L I P P I N E S
=====================
BAYAN TELECOMMUNICATIONS: Court Allowing Mobile Phone Service
-------------------------------------------------------------
The Supreme Court has issued a ruling allowing Bayan
Telecommunications Inc (BayanTel) to offer mobile phone
services, the Manila Standard and AFX News reported on
Wednesday, quoting BayanTel Vice President for Legal Services
Edgardo Balbin.
The Court of Appeals had barred BayanTel from offering the
cellular service after Express Telecommunications Inc, its
partner in another mobile service venture, claimed the company's
attempt to start a service on its own was prejudicial to the
existing partnership.
TCR-AP reported last month that BayanTel shareholders submitted
on December a revised debt-restructuring plan after a
shareholders meeting. The telecommunications company, however,
prefers to give the creditors ample time to review the proposed
plan. BayanTel was in the middle of drawing up a long-term
business plan, which it will employ as a basis for a debt-
restructuring program to cover some US$477 million in debt.
DebtTraders reports that Bayan Telecommunications Inc's 13.500%
bond due in 2006 (BAYAN) trades between 18.500 and 20.000. For
real-time bond pricing, go to
http://www.debttraders.com/price.cfm?dt_sec_ticker=BAYAN
FIL-HISPANO: Seeks P85.4M Debt Restructuring
--------------------------------------------
Fil-Hispano Holdings Corporation, formerly known as Fil-Hispano
Ceramics Inc., asks its creditor banks to restructure its
current liabilities of P85.4 million, following its suspension
of debt payments on September last year due to difficult
economic environment, Philippine Inquirer reports.
The company's management has been finalizing new business
ventures and would seek the approval of the creditor-banks in
line with the proposed restructuring, according to its
disclosure to the Philippine Stock Exchange.
Fil-Hispano, which has about P42.25 million in long-term debts,
used to manufacture mosaic or vitrified tiles, brick refractory,
sanitary wares and other products. It was forced to shut down
its manufacturing facilities as operations turned unprofitable.
Fil-Hispano losses before income tax stood at P17.3 million for
the nine months ending September 2001, down from P27.2 million
in the same period the previous year.
INTERNATIONAL CONTAINER: Authorizes Shares Issuance to Unit
----------------------------------------------------------
The Board of Directors of International Container Terminal
Services, Inc. (ICTSI) announced on January 16 that the company
has authorized the issuance of 5 million preferred non-voting
shares at a premium to its Cayman Island Subsidiary
International Container Terminal Holdings Inc. This will allow
ICTSI to use the proceeds received by ICTHI from the transaction
with Hutchinson International Port Holdings Limited in June last
year to buy back or redeem its US$ 130 million 1.75 percent
convertible notes due 2004.
The preferred shares are non-voting and are unlisted shares.
They are designed not to dilute the shareholdings of the
existing shareholders of ICTSI. The total amount to be
reinvested by ICTHI back to its parent company ICTSI through
this preferred share issue is P5 B payable in several tranches,
the last of which will be in June 2002.
NATIONAL BANK: Cuisia Urges Tan, Govt Deal Investigation
--------------------------------------------------------
Former central bank governor, Jose Cuisia, stated that Congress
should investigate the "power-sharing" agreement between the
government and Philippine National Bank (PNB) majority owner
Lucio Tan, the Philippine Daily Inquirer and AFX News reported
on Tuesday.
Cuisia stressed that the government should take control of the
bank by virtue of its P25 billion loan to PNB. The term sheet
signed by Tan and the government provides for equal control of
the bank after the conversion of some of PNB's debt into
government equity.
"Why did the government have to bail out PNB?" Cuisia asked.
"The 25 billion pesos are valuable resources ... there has to
be an investigation."
PNB's non-performing loans (NPL) ratio stood at 46 percent of
total loans as of December 14, AFX News reported on Monday. The
bank said, in a statement, that total non-performing loans
amounted to P45.588 billion, while general provisions for loan
losses stood at 818 million. There were no comparative details
given.
NATIONAL BANK: Tan to Sign MOA This Week, Says Chairman
-------------------------------------------------------
The government and Philippine National Bank (PNB) majority
shareholder, Lucio Tan, are expected to sign a memorandum of
agreement (MoA) this week to allow the government to retake
control of PNB and oversee its rehabilitation, AFX News said
Wednesday, citing PNB Chairman Norberto Nazareno said.
Nazareno stressed that the government plans to sign a separate
escrow deal with Tan. Under that agreement, both groups will
agree to put all their shares in an escrow account to be
administered by another bank. Under an agreement signed between
Tan and the government last year, the government will convert
P7.8 billion of a P25 billion loan to PNB into equity. The move
will raise the government's stake, currently around 16 percent
to 44.98 percent, while Tan's interest will be diluted to 44.98
percent from 67 percent.
UNITRUST DEVELOPMENT: Three Banks Shows Takeover Interest
---------------------------------------------------------
Three local thrift banks and two groups are interested in
acquiring closed Unitrust Development Bank (UDB), the Philippine
Star reported Thursday. The names of the banks were not
mentioned. UDB declared a bank holiday on January 4 because of
the management squabble, which was aggravated by the fact that
about 70 percent of the workforce quit.
A preliminary investigation by the Philippine Deposit Insurance
Corp. (PDIC) showed the bank is still solvent even if its
capital is less than the minimum requirement for a thrift bank
and there is a possibility the bank can be rehabilitated.
Former Unitrust Chairman Jensuke Inoue claimed he arranged the
purchase of UDB from the previous owners led by Jose Yulo Jr. on
behalf of Ogami. Ogami is believed to be the owner of two firms
that bought 20 percent each of Unitrust in September 2001. He
said he used three Filipino dummies that got 20 percent each.
Ogami, though, does not appear in any official document as the
real owner of the bank, although some bank employees said the
businessman himself issued a memorandum sometime in November,
claiming ownership of the bank.
=================
S I N G A P O R E
=================
ADROIT INNOVATIONS: Temasek Holdings Changes Deemed Interest
------------------------------------------------------------
Adroit Innovations Limited posted a notice of changes in
substantial shareholder Temasek Holdings (Private) Ltd's deemed
interests:
Date of notice to company: 21 Jan 2002
Date of change of deemed interest: 18 Jan 2002
Name of registered holder: Apsilon Ventures Pte Ltd
Circumstance giving rise to the change: Sales in open market at
own discretion
Shares held in the name of registered holder
No. of shares of the change: (44,000)
% of issued share capital: 0.017
Amount of consideration per share excluding brokerage,GST,stamp
duties,clearing fee: S$0.12
No. of shares held before change: 20,143,000
% of issued share capital: 7.93
No. of shares held after change: 20,099,000
% of issued share capital: 7.91
Holdings of Substantial Shareholder including direct and deemed
interest
Deemed Direct
No. of shares held before change: 20,143,000 0
% of issued share capital: 7.93 0
No. of shares held after change: 20,099,000 0
% of issued share capital: 7.91 0
Total shares: 20,099,000 0
The percentages are computed based on 254,030,178 issued shares
as of January 23, 2002.
OAKWELL ENGINEERING: Clarifies Debt Restructuring Development
-------------------------------------------------------------
The Directors of Oakwell Engineering Limited (the Company), in
reference to the announcement made on January 10, 2002 regarding
the Scheme of Arrangement between the Company and its secured
creditors, clarified that the Company is not aware of any events
or developments that may led to the termination of the Debt
Restructuring Plan.
The Debt Restructuring Plan involves an immediate reduction in
the Company's indebtedness of approximately $37 million to S$6
million upon the implementation of which the reduced
indebtedness should be sustainable by the Company's operations.
The Directors are of the opinion that the Company has the
sufficient financial resources to meet obligations when fall due
and barring unforeseen circumstances, the Company is able to
carry on as a going concern.
The Company desires the lifting of trading suspension of its
shares from the Singapore Stock Exchange with effect from 9 a.m.
on January 24, 2002.
As announced on November 9, 2001, under the Scheme sanctioned by
the High Court of Singapore, no Secured Creditors can make a
claim or demand or take any step, whether directly and
indirectly, to initiate, commence or continue any legal or other
proceedings against the Company in respect of their indebtedness
during the Scheme Period as contemplated in the Scheme.
Accordingly, Fleet National Bank withdrew their winding up
petition on November 23, 2001.
SPH ASIAONE: Privatization Plan Implemented
-------------------------------------------
The Directors of SPH AsiaOne Ltd (the Company) announced on
January 23 that the scheme of arrangement for the purpose of the
privatization of SPH AsiaOne Ltd under section 210 of the
companies act, chapter 50 of Singapore, dated December 11, 2001
(the Scheme) between the Company, the Scheme Shareholders and)
Singapore Press Holdings Limited became effective on January 23,
2002 (the Effective Date).
With effect from January 23, and pursuant to the Scheme, all of
the 148,000,000 Scheme Shares held by the Scheme Shareholders
were transferred, free from all liens, equities, charges,
encumbrances and other interests whatsoever and together with
all rights as at the Announcement Date or thereafter attaching
thereto (including the right to receive all dividends and other
distributions declared, paid or made thereon on or after the
Announcement Date), to SPH for a cash consideration of $0.30 to
be paid by SPH to the Scheme Shareholders for each Scheme Share
transferred.
SPH shall, not later than 10 Market Days after the Effective
Date, make payment of the cash consideration payable on the
transfer of the Scheme Shares pursuant to the Scheme to each
Scheme Shareholder (being a Depositor) by making payment of the
aggregate cash consideration payable to such Scheme Shareholder
to The Central Depository (Pte) Limited (CDP). CDP shall send to
such Scheme Shareholder, by ordinary post and at the sole risk
of such Scheme Shareholder, a cheque for such aggregate cash
consideration payable to and made out in favor of such Scheme
Shareholder. It is currently anticipated that CDP will post all
cheques to Scheme Shareholders by 5 February, 2002.
As on and from the Effective Date, the Company has become a
wholly owned subsidiary of SPH. The Shares will be de-listed and
withdrawn from the Official List of the Singapore Exchange
Securities Trading Limited on January 24, 2002.
===============
T H A I L A N D
===============
RAK PRODUCTION: Business Reorganization Petition Filed in Court
---------------------------------------------------------------
Vehicles and machineries' parts producer Rak Production Company
Limited (DEBTOR) filed its Petition for Business Reorganization
at the Central Bankruptcy Court:
Black Case Number 111/2544
Red Case Number 207/2544
Petitioner: RAK PRODUCTION COMPANY LIMITED
Planner: C. J. MORGAN COMPANY LIMITED
Debts Owed to the Petitioning Creditor: Bt1,096,827,862.02
Date of Court Acceptance of the Petition: February 16, 2001
Date of Examining the Petition: March 19, 2001 at 9.00 AM.
Court Order for Business Reorganization : March 19, 2001and
Appointed Mr. Katthut Sukontasing to be as the temporary
executive
Appointment Date for the Meeting of Creditors to elect the
Planner: April 23, 2001 at 9.30 AM
Court has set the hearing date for considering the elected
planner on June 12, 2001 at 10.00 AM
Court Order for Appointment of Planner: June 12, 2001
Announcement of Court Order for Appointment of the Planner in
Matichon Public Company Limited and Siam Rath Company Limited:
June 25, 2001
Announcement of Court Order for Appointment of the Planner in
Government Gazette: August 2, 2001
Deadline for the Planner to submit the Reorganization Plan to
the Official Receiver: November 2, 2001
Planner postponed the date of submitting the reorganization plan
#1st to December 2, 2001
Planner postponed the date of submitting the reorganization plan
#2nd to January 2, 2002
Contact: Mr. Chanin Tel, 6792525 ext. 121
THAI PETROCHEMICAL: Administrator's Embezzlement Charges Cleared
----------------------------------------------------------------
The Criminal Court of Southern Bangkok ruled that embezzlement
charges filed by Prachai Leophairatana, Thai Petrochemical
Industry Public Company Limited's (TPI) former Chief Executive,
against Effective Planners and TPI's Managing Editor, Anthony
Norman, were groundless, Bangkok Post reported Thursday.
Mr Leophairatana claimed Effective Planners and Mr Norman had
embezzled Bt21 million from TPI by contracting for security
services from an unincorporated firm in Laos, called DP
Protection Services.
Mr Prachai is currently in the United States, but an adviser
said the TPI founder had been informed of the decision and would
definitely file an appeal. Effective Planners had informed the
creditors of TPI, after it was appointed as the plan
Administrator, that it intended to pay for security services to
protect EP executives.
THAI TELEPHONE: Buys Unit for Bt870M as Debt Scheme Compliance
--------------------------------------------------------------
The Board of Directors' Meeting No. 1/2002 of Thai Telephone &
the Company purchased and acquired the entire business,
including the assets, liabilities, obligations and employees of
TT&T Value Added Service Company Limited, as well as to enter
into any agreements related thereto with the creditors and the
debtors of TT&T Value Added Service Company Limited and any
other persons as necessary for the acquisition of such business
to be compliance with the Company's debt restructuring plan in
the total amount of approximately Bt870 million based on the
financial statements of TT&T Value Added Service Company Limited
prior to the audit of the auditor as at 31 December 2001, the
said amount of which may be increased or decreased upon the
completion of the audit of the said financial statements and to
fix the date of business acquisition on 28 February 2002.
Related Parties
Business Transferor(Seller): TT&T Value Added Service Company
Limited
Business Acquirer (Buyer) : Thai Telephone & Telecommunication
Public Company Limited
Company : TT&T Value Added Service Company Limited is a
subsidiary of Thai Telephone & Telecommunication Public
Company Limited (the Listed Company) who holds 9,999,992 shares
or equaling 66.66 percent of the registered capital of TT&T
Value Added Service Company Limited
Nature of Related Assets:
All related assets are cash on hand and at bank, short-term
investment, trade accounts receivable, notes receivable, other
receivable, other current assets, system equipment, tools &
supplies, deposits and guarantee in the amount of approximately
Bt870 million as the value the total business of TT&T Value
Added Service Company Limited to be acquired by Thai Telephone &
Telecommunication Public Company Limited.
Total Value of Transaction and Other Terms and Conditions:
The Company will purchase and acquire the entire business,
including the property, liabilities, obligations and employees
of TT&T Value Added Service Company Limited, as well as to enter
into any agreements related thereto with the creditors and the
debtors of TT&T Value Added Service Company Limited and any
other persons as necessary for the acquisition in the total
amount of approximately Bt870 million based on the financial
statements of TT&T Value Added Service Company Limited prior to
the audit of the auditor as at 31 December 2001, the said amount
of which may be increased or decreased upon the completion of
the audit of the said financial statements.
Total value of the transaction therefore is approximately Bt870
million which is more than 0.03 percent but less than 3 percent
of the book value of net tangible assets of Thai Telephone &
Telecommunication Public Company Limited and its subsidiaries
disclosed in the latest financial statement as of September 30,
2001 which was reviewed by the auditor.
Condition for the acquisition of the business is that TT&T Value
Added Service Company Limited shall be dissolved and that the
date of acquisition and of dissolution of TT&T Value Added
Service Company Limited is on 28 February 2002.
Name of Connected Persons and Related Persons:
Connected Person: TT&T Value Added Service Company Limited
being a subsidiary of Thai Telephone & Telecommunication Public
Company Limited who holds 66.66 percent of the registered
capital of TT&T Value Added Service Company Limited
Related Person: None
Nature and Scope of Interest of Connected Persons in the
Transaction
TT&T Value Added Service Company Limited is a connected person
of Thai Telephone & Telecommunication Public Company Limited. It
therefore has direct interest in the transaction being regarded
as a connected transaction under Clause 9(1) of the Notification
of the SET, Re: Rules, Procedures, and Disclosure of Connected
Transaction of Listed Companies dated February 17, 1993.
In entering into the said transaction, Thai Telephone &
Telecommunication Public Company Limited is not required to
obtain the shareholders' approval since the total value of the
transaction is lower than 3 percent as described in No. 4 above.
The only duty of the Company is to immediately prepare the
report and disclose the decision to enter into the transaction
to the SET and to publicize the Information Memorandum as
detailed above in at least one Thai language news paper and also
the English translation thereof in as least one English language
newspaper within the following day of the date on which the
report is submitted to the SET.
THAI TELEPHONE: Posts BOD Meeting No. 1/2002 Resolutions
--------------------------------------------------------
Thai Telephone & Telecommunication Public Company Limited
notified that the Company's Board of Directors' (BOD) Meeting
No. 1/2002 held on January 23, 2002 adopted these resolutions:
1. Approval of the Minutes of the Board of Directors' Meeting
No. 8/2001 held on November 6, 2001.
2. Confirmation of the resolution adopted by the Board of
Directors' Meeting No. 8/2001 dated November 6, 2001 to dissolve
TT&T Value Added Service Company Limited.
3. Approval of the purchase and acquisition of the entire
business, including the assets, liabilities, obligations and
employees of TT&T Value Added Service Company Limited, as well
as to enter into any agreements related thereto with the
creditors and the debtors of TT&T Value Added Service Company
Limited and any other persons as necessary for the acquisition
of such business in the total amount of approximately
Bt870 million based on the financial statements of TT&T Value
Added Service Company Limited prior to the audit of the auditor
as at December 31, 2001, the said amount of which may be
increased or decreased upon the completion of the audit of
the said financial statements and to dissolve TT&T Value Added
Service Company Limited and fix the date of business acquisition
and the date of the dissolution of TT&T Value Added Service
Company Limited to be on February 28, 2002.
4. Confirmation of the resolution adopted by the Board of
Directors Meeting No. 6/2000 held on November 13, 2000 to change
the Company's name to "TT&T Public Company Limited."
5. Approval of the amendment of Clause 1 of the Company's
Memorandum of Association to be as follows:
" Clause 1. The Company's name is "TT&T Public Company Limited"
Opinion of the Board of Directors
Upon the change of the Company's name, it is necessary to amend
the said Clause 1 of the Company's Memorandum of Association.
The Shareholders Meeting must approve the amendment to the
Company's Memorandum of Association with the vote of not less
than three forth of the total votes of the shareholders
attending the meeting and being entitled to vote.
6. Approval of the amendment to Articles 1, 2 and 47 of the
Company's Articles of Association to be as follows:
"Article 1. These Articles shall be called the Articles of
Association of TT&T Public Company Limited.
Article 2. The word "Company" referred to in these Articles
of Association means TT&T Public Company Limited.
Article 47. The Company's seal is as follows:
Opinion of the Board of Directors
Upon the change of the Company's name, it is necessary to amend
the said Articles 1, 2 and 47 of the Company's Articles of
Association.
The Shareholders Meeting must approve the amendment of the
Company's Articles of Association with the vote of not less than
three forth of the total votes of the shareholders attending the
meeting and being entitled to vote.
7. Schedule of the Extraordinary Meeting of the Shareholders of
the Company No. 1/2002 to be held on February 20, 2002 at 10.30
hrs. at Vimarnkaew Room, The Grand Hotel, Bangkok, 238
Rachadaphisek Road, Huaykwang District, Bangkok 10320, Thailand.
8. Close of the share register book of the Company to
determine the rights of the shareholders in attending the
Extraordinary Meeting of the Shareholders No. 1/2002 of
the Company as from February 7, 2002 at 12.00 hrs. until the
Meeting is completed.
THAI TELEPHONE: SET Grants Listed Securities
--------------------------------------------
Starting from January 25, 2002, the Stock Exchange of Thailand
(SET) allowed the securities of Thai Telephone &
Telecommunication Public Company Limited (TT&T) to be traded on
the SET after finishing capital increase procedures.
Name : TT&T
Issued and Paid up Capital
Old : Bt28,123,234,640
New : Bt28,123,269,090
Allocate to : 3,445 warrants exercise to 3,445
common shares
Ratio : 1 : 1
Price Per Share : Bt4.85
Exercise/Payment Date : December 31, 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, Maria Cristina Pernites-Lao, Editors.
Copyright 2002. All rights reserved. ISSN: 1520-9482.
This material is copyrighted and any commercial use, resale or
publication in any form (including e-mail forwarding, electronic
re-mailing and photocopying) is strictly prohibited without
prior written permission of the publishers. Information
contained herein is obtained from sources believed to be
reliable, but is not guaranteed.
The TCR -- Asia Pacific subscription rate is $575 for 6 months
delivered via e-mail. Additional e-mail subscriptions for
members of the same firm for the term of the initial
subscription or balance thereof are $25 each. For subscription
information, contact Christopher Beard at 240-629-3300.
*** End of Transmission ***