/raid1/www/Hosts/bankrupt/TCRAP_Public/020204.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
Monday, February 4, 2002, Vol. 5, No. 24
Headlines
A U S T R A L I A
ARROWLEA PTY: ASIC Receiver Appointment Application Adjourned
AUSTAR UNITED: Further Updates Bank Financing
BEACONSFIELD GOLD: Releases Second Quarter Activities Report
CROWNSTAR INTERNATIONAL: Court Appoints McLellan as Liquidator
EDCOM REAL: Former Official Liquidator Committed for Trial
FROGGY HOLDINGS: Joint Liquidators Appointed
IOCOM LIMITED: Issues Commitment Entity Test Report
RECKON LIMITED: Alan Rabie Becomes Substantial Holder
C H I N A & H O N G K O N G
A. TRANS: Winding Up Petition Set For Hearing
ASIA GLOBAL: DebtTraders Recommends 13.75 `10 Senior Notes
COUNTRY TALENT: Petition To Wind Up Heard
FIRST PACIFIC: Deposits Funds for Bonds Redemption
GUANGDONG INTERNATIONAL: Sells Riverside Hotel
KEEN LLOYD: Winding Up Petition Hearing Set
KWAN YEE: Winding Up Sought By Pekhai Trading
MAX POINT: Hearing of Winding Up Petition Set
NEW WORLD: Moody's Places Ba1 on Review for Possible Downgrade
SEAPOWER RESOURCES: Winding Up Petition Pending
I N D O N E S I A
ASIA PULP: Presents Debt Workout Plan to Creditors
J A P A N
ASAHI MUTUAL: Cancels Merger Plans With TMFI
ASAHI LIFE: S&P Lowers Ratings to `B-'; Outlook Negative
MATSUSHITA ELECTRIC: Sets Bond Issuance Terms, Conditions
NEC CORPORATION: Signs Definitive Agreement With Tokin
NEC CORPORATION: Reports Q301 Consolidated Financial Results
NEC CORPORATION: Slashes 14,000 Workers Worldwide by March 31
SNOW BRAND: Hyogo Police Leads Labeling Fraud Investigation
K O R E A
DAEWOO CORPORATION: Indian Unit Posts RS857M Net Loss
HYNIX SEMICONDUCTOR: In Alliance Talks With Infineon
HYNIX SEMICONDUCTOR: Postpones Negotiation With Micron
HYNIX SEMICONDUCTOR: Proposes US$4B Asset Offer to Micron
HYUNDAI MERCHANT: Launches Australia, New Zealand New Routes
HYUNDAI PETROLEUM: Creditors Aims For Company Sale by June
M A L A Y S I A
EPE POWER: Further Defaults Interest Payment
HOTLINE FURNITURE: Proposed Rights Issuance Aborted
KUALA LUMPUR: Submits Proposed Disposal to SC
MEASUREX CORPORATION: MH Creditors OK Equity Interest Transfer
PANGLOBAL BERHAD: CFE Approves Convertible Loan Stock Issuance
PSC INDUSTRIES: Obtains Debt Waiver From Lenders
SENG HUP: Awaits MIT, SC Reply on Proposal Application
SRI HARTAMAS: SC Reviews Proposed Scheme of Arrangement
SRIWANI HOLDINGS: Enters Standstill Agreement With FI Lenders
TAJO BERHAD: Issues Defaulted Payment Details
TECHNO ASIA: Organic-Vegetable Farming Unit Ceases Operations
TECHNO ASIA: Kenyan Unit Faces Lawsuit From CTM
TIMBERMASTER INDUSTRIES: Financial Regularization Plan Underway
TIME DOTCOM: Unit Undergoes Capital Reduction
UNIPHOENIX CORPORATION: FIC Grants Proposed Restructuring Plan
P H I L I P P I N E S
NATIONAL POWER: Requires US$80.8M To Cover '02 Coal Costs
PHILIPPINE AIRLINES: Postpones IPO Plan, Expects FY Net Loss
UNITRUST DEVELOPMENT: Yuseco Group Aspires To Bank Acquisition
S I N G A P O R E
CAPITALAND LIMITED: Issues Unit's Property Valuations Notice
INNO-PACIFIC: SGX-ST Grants Securities Approval-in-Principle
KOH BROTHERS: Receives S$78.5M Public Sector Contracts
PRESSCRETE HOLDINGS: No Material Change on Restructuring Status
SEMBCORP LOGISTICS: Establishes New Joint Venture in Japan
THAKRAL CORPORATION: Seeks Shareholders Scheme Approval
T H A I L A N D
C. M. I. C. DEVELOPMENT: Files Business Reorganization Petition
THAI FARMERS: Proposes Non-Payment of Dividend
THE COGENERATION: TRIS Follows Ratings After Tractebel Strategy
- - - - - - - -
=================
A U S T R A L I A
=================
ARROWLEA PTY: ASIC Receiver Appointment Application Adjourned
-------------------------------------------------------------
An application by the Australian Securities and Investments
Commission (ASIC) to have a receiver and manager appointed to
Arrowlea Pty Ltd (Arrowlea) was adjourned until 1 March 2002,
following the appointment of a voluntary Administrator, Mr
Stephen Duncan of Duncan Powell to Arrowlea.
ASIC applied to the Federal Court for the appointment of a
receiver and manager to Arrowlea to protect its creditors'
interests. ASIC alleges that Arrowlea had offered its shares to
the public in breach of the Corporations Act, and provided
misleading information relating to dealings in its shares.
ASIC successfully obtained interim, ex parte orders preventing
the disposal of the company property from the Federal Court on
24 January 2002.
ASIC also obtained Federal Court orders on 24 January 2002 that
restrain Mr Terry Norman Stephens, a director of Arrowlea, from
participating in the management of the company. Mr Stephens is
disqualified from managing companies until May 2002, as a result
of being imprisoned in Western Australia on fraud charges.
Anyone who believes they are a shareholder or creditor of
Arrowlea should contact the office of Mr Duncan at Duncan Powell
by telephone on (08) 8212 6322 or by post at Level 4, 70 Pirie
Street, Adelaide SA 5000. Other concerns regarding Arrowlea
should be directed to ASIC's Infoline on 1300 300 630 or online
at www.asic.gov.au.
ASIC's investigation into the matter is continuing.
AUSTAR UNITED: Further Updates Bank Financing
---------------------------------------------
Austar United Communications Limited released its statement of
cash flows for the three months ended 31 December. As previously
disclosed on 22 January, Austar confirms that at 31 December it
had $103.2 million in cash on hand, a reduction of $24.3 million
from 30 September 2001.
The net cash out flow for the quarter was made up of:
* $3.5 million in operating cash flows, compared to $47.5
million in the previous quarter; and
* $19 million in capital expenditure as against $20.5 million
in the previous quarter.
As disclosed on 22 January the Company estimates that its full
year EBITDA loss will be approximately $87 million that
depreciation and amortization will be approximately $217 million
and that net interest expenses will be approximately $24
million.
In addition to these amounts there will be:
* one off charges associated with the restructuring of the
business including redundancies and the cost of exiting certain
leases;
* the Company's share of the profits and losses of
associates; and
* possible write downs in the carrying values of certain
assets, including spectrum licenses and goodwill, yet to be
considered by the directors.
The Company notes that the majority of these items are non cash
in nature and will not recur in 2002.
It is also emphasized that any numbers stated here are
preliminary and are yet to be audited.
RENEGOTIATION OF BANK FACILITY
On 30 January 2002, as part of the ordinary operation of the
existing Austar Entertainment bank facility the company was
required to advise its banks of the existence of certain
defaults or potential events of default under that facility. At
the same time the company requested a waiver of those defaults
from the banks.
The Company has made a scheduled interest repayment and
continues to negotiate with the banking syndicate. The Company
remains confident that it will conclude negotiations with the
banking syndicate on satisfactory terms.
QUARTERLY REPORT FOR ENTITIES
ON BASIS OF COMMITMENTS
Name of entity
Austar United Communications Limited
ACN or ARBN Quarter ended ("current quarter")
087 695 707 31/12/2001
CONSOLIDATED STATEMENT OF CASH FLOWS
Cash flows related to Current Year to date
operating activities Quarter (12 months)
AUD'000 AUD'000
1.1 Receipts from customers 88,830 373,792
1.2 Payments to suppliers & employees (90,997) (447,956)
1.3 Dividends received - -
Net GST received/(paid)(1) (85) 2,793
1.4 Interest and other items of
a similar nature received 1,910 9,905
1.5 Interest and other costs of
finance paid (3,119) (33,582)
1.6 Income taxes paid (5) (49)
1.7 Other (items 1.24 & 1.26) - (19,957)
1.8 Net Operating Cash Flows (3,466) (115,054)
Cash flows related to investing activities
1.9 Payment for acquisition of:
(a) businesses (item 5) (60) (241)
(b) equity investments (2) - (64,014)
(c) intellectual property - -
(d) physical non-current assets (19,065) (88,408)
(e) other non-current assets (2,081) (44,710)
1.10 Proceeds from disposal of:
(a) businesses - 2,913
(b) equity investments - -
(c) intellectual property - -
(d) physical non-current assets - -
(e) other non-current assets - 12,646
1.11 Loans to other entities - (200)
1.12 Loans repaid by other entities 1,000 13,000
1.13 Other (provide details if material) 1,374 174
Net investing cash flows (18,832) (168,840)
1.14 Total operating and
investing cash flows (22,298) (283,894)
Cash flows related to financing activities
1.15 Proceeds from issues of
shares, options, etc. (350) 201,970
1.16 Proceeds from sale of
forfeited shares - -
1.17 Proceeds from borrowings - -
1.18 Repayment of borrowings - -
1.19 Dividends paid - -
1.20 Other (provide details if material) (1,679) (5,037)
Net financing cash flows (2,029) 196,933
Net increase (decrease) in cash held (24,327) (86,961)
1.21 Cash at beginning of quarter/
year to date 127,500 190,134
1.22 Exchange rate adjustments to item 1.20 - -
1.23 Cash at end of quarter 103,173 103,173
PAYMENTS TO DIRECTORS OF THE ENTITY AND ASSOCIATES OF THE
DIRECTORS AYMENTS TO RELATED ENTITIES AND ASSOCIATES OF THE
RELATED ENTITIES
Current Quarter
AUD'000
1.24 Aggregate amount of payments to
the parties included in item 1.2 -
1.25 Aggregate amount of loans to the
parties included in item 1.11 -
1.26 Explanation necessary for an understanding
of the transactions
N/A
NON-CASH FINANCING AND INVESTING ACTIVITIES
2.1 Details of financing and investing transactions which have
had a material effect on consolidated assets and liabilities but
did not involve cash flows
N/A
2.2 Details of outlays made by other entities to establish or
increase their share in businesses in which the reporting entity
has an interest
N/A
FINANCING FACILITIES AVAILABLE
Add notes as necessary for an understanding of the position.
Amount Amount
available used
AUD'000 AUD'000
3.1 Loan facilities (3) 400,000 400,000
3.2 Credit standby arrangements - -
RECONCILIATION OF CASH
Reconciliation of cash at the end Current Previous
of the quarter (as shown in the quarter quarter
consolidated statement of cash flows) AUD'000 AUD'000
to the related items in the accounts
is as follows.
4.1 Cash on hand and at bank 11,971 15,240
4.2 Deposits at call 91,202 112,260
4.3 Bank overdraft - -
4.4 Other (provide details) - -
Total: cash at end of quarter (item 1.22) 103,173 127,500
ACQUISITIONS AND DISPOSALS OF BUSINESS ENTITIES
Acquisitions Disposals
(item 1.9(a)) (Item 1.10(a))
5.1 Name of entity - -
5.2 Place of incorporation
or registration - -
5.3 Consideration for
acquisition or disposal - -
5.4 Total net assets - -
5.5 Nature of business - -
BEACONSFIELD GOLD: Releases Second Quarter Activities Report
---------------------------------------------------------
Beaconsfield Gold NL (Receiver And Manager Appointed) released
its report on activities for the Quarter ended 31 December 2001
HIGHLIGHTS
* Record total gold production of 23,931 ounces (approximately
95,000 ounces per year equivalent), up 13 percent;
* Record bacterial oxidation gold production of 17,619 ounces
(approximately 70,000 ounces per year equivalent), up 24
percent, as process problems continue to be overcome;
* Record low quarterly cash operating cost of A$333 per
ounce(approximately US$170 per ounce), down 14 percent;
* Record quarterly positive mine net cash flow of approximately
$2.8 million, up 45 percent;
* Receiver and Manager to Beaconsfield Gold decides on continued
operation and workout;
* BankWest anticipates continued improvement in mine
performance.
BEACONSFIELD MINE JOINT VENTURE (Beaconsfield Gold Total
Benefical Interest 61.7 percent)
Production results for the operation from start-up to the end of
the quarter are set out below.
Total gold production for the December quarter of 23,931 ounces
(approximately 95,000 ounces per year equivalent) was clearly
the best to date for the Beaconsfield mine. Since start-up,
total gold production has increased every quarter with the
exception of the March 2001 quarter.
The December quarter's gold recovery figure (excluding changes
in gold in circuit) of 98.4 percent was exaggerated because of
the recovery of gold during the quarter from the significant
gold
inventory associated with the bacterial oxidation (bacox)
circuit. While the gold recovery figure can't be sustained going
forward, it is encouraging nonetheless.
Summary Production
Quarter Ending
Ore Ore Head Gold Gold Total
Mined Milled Grade Milled Recov. Gold
(t) (t) (g/t) (oz) (%) Prodn
(2) (oz)
1999 September
17,470 7,343 10.8 2,550 N/A 451
1999 December
28,684 30,986 12.3 12,254 69.4 8,501
2000 March
34,015 1,103 12.9 21,195 66.4 14,083
2000 June
44,159 49,699 13.3 21,252 69.4 4,754
2000 September
51,185 51,987 12.3 20,558 83.0 17,062
2000 December
51,790 50,107 16.0 25,776 71.4 18,406
2001 March
46,689 45,899 13.9 20,512 88.9 18,245
2001 June
55,007 53,503 12.9 22,190 83.9 18,620
2001 September
49,763 51,760 14.7 24,513 86.4 21,174
2001 December
52,891 51,984 14.6 24,318 98.4 23,931
1. Mill reconciled head grade.
2. Gold recovery excluding changes in gold in circuit.
The split of gold production, based on the refinery final
outturns, is summarized below. As can be seen from the quarterly
results, the ramp-up in bacox gold production remained strong
during the quarter as the extended commissioning problems in the
ore treatment plant continue to be overcome. The encouraging
trend has continued in January 2002.
Gravity, Bacox and Total Gold Production
Quarter Ending
Gravity Gold Bacterial Total Gold Percentage
Production Oxidation Production Gold of 100,000
(Ounces) Production (Ounces) Production Ounces per
Rate
1999 September
451 0 451 N/A 2%
1999 December
5,416 3,085 8,501 92 34%
2000 March
8,962 5,121 14,083 155 56%
2000 June
7,736 7,018 14,754 162 59%
2000 September
7,055 10,007 17,062 185 68%
2000 December
8,098 10,308 18,406 200 73%
2001 March
5,296 12,494 18,245 203 74%
2001 June
6,077 12,543 18,620 205 75%
2001 September
7,004 14,170 21,174 230 84%
2001 December
6,311 17,619 23,931 260 95%
A significant improvement in oxidation performance in the bacox
circuit during the quarter resulted when site staff lowered the
pulp density from the level that had been set by the contractor
responsible for the design, construction and commissioning of
the ore treatment plant. The additional oxidation of the
sulphide concentrate achieved has resulted in increased gold
recovery in the down-stream cyanide circuit.
BANKWEST
BankWest is the only secured creditor of Beaconsfield Gold. On
13 November 2001, BankWest made the following ASX release:
"Mr Garry Trevor of Ferrier Hodgson (Receiver and Manager of the
Beaconsfield Gold Group) and Mr Michael Ryan of Taylor Woodings
(administrator of the Allstate Group, the other joint venturer,
and Manager of the Beaconsfield Gold Mine) have been exploring
options in relation to the Beaconsfield Gold Mine Project in
Northern Tasmania (Project) including the sale of the Project or
its continued operation and workout by the Administrator and the
Receiver.
"The decision has been taken by the Administrator and the
Receiver to continue operating the Project and to withdraw the
Project from the market for sale.
"Based on information to hand, BankWest anticipates a continued
improvement in mine performance.
"BankWest has a lending exposure to the Beaconsfield Gold Group
of $32.75 million and also provides gold price protection
facilities, currently assessed at $4 million."
CASH FLOW
The Receiver and Manager was appointed to Beaconsfield Gold on
25 June 2001.
In the six mouths from 1 July 2001 to 31 December 2001,
Beaconsfield Gold's 48.49 percent direct share of mine net cash
flow before corporate and debt servicing costs was approximately
positive $2.5 million, based on an average flat forward gold
price for Beaconsfield Gold of A$537 per ounce.
In addition, following the appointment of an Administrator to
Allstate (the Manager of the Beaconsfield Joint Venture (]V)) on
8 June 2001, total Allstate trade creditor invoices of
approximately $4.3 million were frozen (Beaconsfield Gold's
48.49 percent direct share via the JV approximately $2.1
million). The trade creditor invoices covered mine and ore
treatment plant consumables, contract truck haulage, engineering
contractors, consultants etc. Beaconsfield Gold has therefore
retained significant gold revenue accruing from its 48.49
percent direct share of gold production against which the
company's share via the JV of the above trade creditor invoices
has been
frozen.
RECAPITALISATION OF BEACONSFIELD GOLD
The Board is continuing to pursue recapitalization possibilities
with a view to being able to negotiate the retirement of the
Receiver and Manager and for trading in the company's shares to
recommence on the ASX.
OTTER TAKEOVER BY NORMANDY NFM
Otter Gold mines Limited has 56.6 percent of the fully paid
shares, and therefore control, of Allstate Explorations NL
(Administrator Appointed), the Manager of the Beaconsfield JV
Beaconsfield Gold owns 30.0 percent and other minority holders
own 13.4 percent of the fully paid shares in Allstate.
As at 24 January 2001, Normandy NFM Limited, through a public
takeover offer, had acquired 70.6 percent of the voting shares,
and therefore control, of Otter.
In turn, Normandy NFM is an 87.5 percent owned subsidiary of
Normandy Mining Limited. Further, Newmont Mining Corporation is
now poised to win control, through a public takeover offer, of
Normandy. Following the takeover of Normandy, Newmont will
become the second biggest gold mining company in the world.
One end result of the two takeovers therefore will be that
Newmont, the world's second biggest gold mining company, will
have control of Allstate, the Manager of the Beaconsfield JV.
This development could clearly have significant ramifications
for Beaconsfield Gold going forward.
MOVE TO REPLACE THE BOARD OVERWHELMINGLY REJECTED BY
SHAREHOLDERS
The Company was notified on 24 October 2001 that a letter from
Robert Catto and a notice of meeting had been mailed that day to
all shareholders of the company. A group led by Catto was
opportunistically calling for the removal of all the current
members of the Board (John Jost, John Miedecke, Mike Trumbull
and Bill Tsingos) and for their replacement by Christopher Ryan,
Philip Bruce and Gordon Elkington at a meeting called for 21
November 2001 in Sydney.
Prior to the 21 November meeting, Catto was informed that the
proxy votes submitted for the meeting were overwhelmingly in
favor of the existing Board. At the start of the meeting, Catto
disputed the proxy count and moved to adjourn the meeting to a
later date in Sydney in order to avoid the motions dealing with
directors being put to a vote. The Chairman, John Jost,
responded by using the powers under Article 65(a) of
Beaconsfield Golds constitution to adjourn the meeting to the
Community Hall in Beaconsfield, the usual place for the
company's meetings
In a series of letters following 21 November, Catto contested
the Chairman's right to adjourn the meeting to Beaconsfield, the
Company's right to count the proxy votes and various other
matters. As a consequence, an application was made to the
Federal Court on behalf of the company and the Chairman. On 30
November, in the Federal Court (Melbourne), Justice J Kenny
declared that "the general meeting of Beaconsfeld Gold NL
convened and held at the Rugby Club, First Floor, 31A Pitt
Street, Sydney on 21 November 2001 at 10am was validly adjourned
by the Chairman pursuant to Article 65(a) of the Constitution of
Beaconsfield Gold NL to 18 December at the Community
Hall, Beaconsfield, Tasmania, at 11am."
The final proxy voting ahead of the Beaconsfield meeting was
approximately 40 million votes supporting the existing directors
and approximately 20 million votes supporting the Catto nominees
- a clear majority in favor of the existing Board of some 20
million votes. Of the 1O signatories to the notice of meeting,
only one, Gordon Elkington, was present at the meeting of
shareholders on 18 December. Notably absent were Robert Catto,
Chris Ryan and Philip Bruce. Around 100 shareholders attended
the meeting and resoundingly dismissed all the Catto
resolutions.
SUSPENSION OF TRADING
Trading in the securities of the company remains suspended,
in accordance with the listing rules.
BEACONSFIELD GOLD ISSUED SECURITIES
The issued securities for Beaconsfield Gold are:
TYPE OF SECURITIES NUMBER OF SECURITIES ASX
CODE
Fully Paid Ordinary Shares 75,677,102 BCD
Listed Options ($1.25-15/3/02) 6,895,551
BCDOC
Company Option Scheme ($1.01-11/12/03) 1,350,000
BankWest Options ($0.45-31/12/02) 2,500,000
BankWest Convertible Note ($4.5M@$0.50-31/12/04)
INTERNET
Shareholders are reminded that ASX releases (including all
quarterly and annual reports), letters to shareholders, brokers'
notes etc can be seen on the company's web site:
www.beaconsfieldgold.com. Shareholders who wish to receive
Beaconsfield Gold ASX releases by email are encouraged to
contact the company on: beaconsfieldgold@bigpond.com.au
CROWNSTAR INTERNATIONAL: Court Appoints McLellan as Liquidator
--------------------------------------------------------------
The Australian Securities and Investments Commission (ASIC) on
Friday obtained orders in the Federal Court of Australia
appointing Andrew McLellan of Carson McLellan as the liquidator
to travel club companies Crownstar International Pty Ltd
(Crownstar) and C.C. Travel Pty Ltd (C.C. Travel).
Mr McLellan was appointed the provisional liquidator of the two
companies on 7 December 2001 by Justice Finkelstein, with orders
to report back to the Federal Court within a month.
The report tendered to the Court on 4 January 2001 by Carson
McLellan found that Crownstar was insolvent and there was no
workable Deed of Arrangement proposed by any party.
Crownstar International promoted a travel and holiday club aimed
at raising public membership funds and promising discounted
hotel and travel packages and rewards. Former members of
Crownstar International or C.C. Travel with any inquiries should
direct them to:
Andrew McLellan or David Warner
Carson McLellan
Level 45 Nauru House
80 Collins Street
Melbourne
Tel: 03 9654 1517.
EDCOM REAL: Former Official Liquidator Committed for Trial
----------------------------------------------------------
John Henderson Jackson of Burnside, South Australia, a former
official liquidator, registered liquidator and auditor, appeared
on Friday, 1 February 2002, in the Adelaide Magistrates Court on
seven charges of making improper use of his position as an
officer of a company.
The charges were laid by the Australian Securities and
Investments Commission (ASIC) and are being prosecuted by the
Commonwealth Director of Public Prosecutions.
ASIC alleges that between September 1999 and April 2000, Mr
Jackson improperly used his position as the Receiver of Edcom
Real Estate Pty Ltd (Receiver Appointed) (Edcom) to transfer
$62,050 from Edcom's bank accounts to his own business bank
account with the intention to gain directly or indirectly an
advantage for himself.
Mr Jackson pleaded not guilty.
He was committed for trial and will appear in the District
Criminal Court on 11 March 2002.
FROGGY HOLDINGS: Joint Liquidators Appointed
--------------------------------------------
The Australian Securities and Investments Commission (ASIC)
obtained consent orders in the Supreme Court of New South Wales
to wind up the Internet service provider Froggy Holdings Pty Ltd
and appoint Paul Weston and Neil Cussen of Horwarth Accountants
as joint Liquidators of the company.
The Court also varied injunctions made on an earlier occasion to
permit Mr Suleman and Froggy Holdings to sell certain assets
associated with the Froggy Holdings business. Funds from the
sale will be paid to the liquidator of Karl Suleman Enterprizes
Pty Ltd for the benefit of investors.
ASIC obtained consent orders in the Supreme Court of NSW on 13
November 2001 in relation to an unregistered managed investment
scheme promoted by Mr Karl Suleman and companies associated with
Mr Suleman, in particular Karl Suleman Enterprizes Pty Ltd.
Orders were also made to restrain Mr and Mrs Suleman from
dealing with their respective assets and with property acquired
using investors' funds.
On 10 December 2001, ASIC made an application to join Froggy
Mobiles Pty Ltd, Froggy Mobiles (Eastern Sydney) Pty Ltd, and
Froggy Mobiles (Western Sydney) Pty Ltd together with Froggy
Holdings Pty Limited and Froggy Music Pty Limited, to current
proceedings and sought orders for the companies to be wound up.
On the 16 January 2002 ASIC obtained consent orders winding up
the three Froggy Mobile companies and appointing Paul Weston and
Neil Cussen of Horwarth Accountants as the companies' joint
liquidators.
This matter is next scheduled before the Court on 4 February
2002.
ASIC's investigation is continuing and ASIC will not make any
further comment at this time.
Contact:
Kate Harvey
ASIC Media Manager
Telephone: 03 9280 3553
Mobile: 0401 985 966
IOCOM LIMITED: Issues Commitment Entity Test Report
---------------------------------------------------
Iocom Limited issued this report:
QUARTERLY REPORT FOR ENTITIES
ON BASIS OF COMMITMENTS
Name of entity
Iocom Limited
ACN or ARBN Quarter ended (current quarter)
085 905 997 31/12/2001
CONSOLIDATED STATEMENT OF CASH FLOWS
Cash flows related to Current Year to date
operating activities Quarter (6 months)
AUD'000 AUD'000
1.1 Receipts from customers 945 1,749
1.2 Payments for
(a) staff costs (467) (1,019)
(b) advertising & marketing 10 (9)
(c) research & development - -
(d) leased assets (14) (25)
(e) other working capital (724) (1,565)
1.3 Dividends received - -
1.4 Interest and other items of
a similar nature received - -
1.5 Interest and other costs of
finance paid 3 1
1.6 Income taxes paid - (20)
1.7 Other (provide details if material) - -
1.8 Net Operating Cash Flows (267) (888)
Cash flows related to investing activities
1.9 Payment for acquisition of:
(a) businesses (item 5) - -
(b) equity investments - -
(c) intellectual property - -
(d) physical non-current assets - -
(e) other non-current assets - -
1.10 Proceeds from disposal of:
(a) businesses 15 40
(b) equity investments - -
(c) intellectual property - -
(d) physical non-current assets - -
(e) other non-current assets - -
1.11 Loans to other entities - -
1.12 Loans repaid by other entities - 7
1.13 Other (provide details if materia - -
Net investing cash flows 15 47
1.14 Total operating and
investing cash flows (252) (841)
Cash flows related to financing activities
1.15 Proceeds from issues of
shares, options, etc. 238 238
1.16 Proceeds from sale of
forfeited shares - -
1.17 Proceeds from borrowings - -
1.18 Repayment of borrowings - -
1.19 Dividends paid - -
1.20 Other (provide details if material) - -
Net financing cash flows 238 238
Net increase (decrease) in cash held (14) (603)
1.21 Cash at beginning of quarter/
year to date 264 853
1.22 Exchange rate adjustments to item 1.20 - -
1.23 Cash at end of quarter 250 250
PAYMENTS TO DIRECTORS OF THE ENTITY AND ASSOCIATES OF THE
DIRECTORS PAYMENTS TO RELATED ENTITIES AND ASSOCIATES OF THE
RELATED ENTITIES
Current Quarter
AUD'000
1.24 Aggregate amount of payments to
the parties included in item 1.2 (43)
1.25 Aggregate amount of loans to the
parties included in item 1.11 -
1.26 Explanation necessary for an understanding
of the transactions
Monthly Consulting fees paid to an entity in which the CEO has a
beneficial interest.
NON-CASH FINANCING AND INVESTING ACTIVITIES
2.1 Details of financing and investing transactions which have
had a material effect on consolidated assets and liabilities but
did not involve cash flows
Nil
2.2 Details of outlays made by other entities to establish or
increase their share in businesses in which the reporting entity
has an interest
Nil
FINANCING FACILITIES AVAILABLE
Add notes as necessary for an understanding of the position.
Amount Amount
available used
AUD'000 AUD'000
3.1 Loan facilities Nil Nil
3.2 Credit standby arrangements Nil Nil
RECONCILIATION OF CASH
Reconciliation of cash at the end Current Previous
of the quarter (as shown in the quarter quarter
consolidated statement of cash flows) AUD'000 AUD'000
to the related items in the accounts is as follows.
4.1 Cash on hand and at bank 250 231
4.2 Deposits at call - 33
4.3 Bank overdraft - -
4.4 Other (provide details) - -
Total: cash at end of quarter (item 1.22) 250 264
ACQUISITIONS AND DISPOSALS OF BUSINESS ENTITIES
Acquisitions Disposals
(item 1.9(a)) (Item 1.10(a))
5.1 Name of entity - Atura
5.2 Place of incorporation
or registration - N/A
5.3 Consideration for
acquisition or disposal - $120,000 paid
$5,000 per
month
5.4 Total net assets - Nil
5.5 Nature of business - Intellectual
Property and
Software
Development
COMPLIANCE STATEMENT
1. This statement has been prepared under accounting policies,
which comply with accounting standards as defined in the
Corporations Law or other standards acceptable to ASX.
2. This statement does give a true and fair view of the matters
disclosed.
RECKON LIMITED: Alan Rabie Becomes Substantial Holder
-----------------------------------------------------
Clive Alan Rabie became a substantial shareholder in Reckon
Limited on 25/01/2002 with a relevant interest in the issued
share capital of 7,818,437 ordinary shares (6.26 percent).
Reckon Limited also posted this notice:
FINAL DIRECTOR'S INTEREST NOTICE
Name of Company Reckon Limited
ABN 14 003 348 730
We (the entity) give the ASX the following information under
listing rule 3.19A.3 and as agent for the director for the
purposes of section 205G of the Corporations Act.
Name of Director Gary Zalman Burg
Date of last notice 02/01/2002
Date that director
ceased to be director 25/01/2002
Part 1 - Director's relevant interests in securities of which
the director is the registered holder
Number & class of securities
Nil
Part 2 - Director's relevant interests in securities of which
the director is not the registered holder
Name of holder & Number & class
nature of interest of securities
Nil
Part 3 - Director's interests in contracts
Detail of contract N/A
Nature of interest -
Name of registered holder -
(if issued securities)
No. and class of securities -
to which interest relates
================================
C H I N A & H O N G K O N G
================================
A. TRANS: Winding Up Petition Set For Hearing
---------------------------------------------
The petition to wind up A. Trans Investment Limited was
scheduled for hearing before the High Court of Hong Kong on
Wednesday, January 30, 2002 at 11:00 am. The petition was filed
with the Court on November 13, 2001 by Yee Kan Sang Kenson of
Flat C, 10th Floor, Block 16, Sceneway Garden, Kowloon, Hong
Kong.
ASIA GLOBAL: DebtTraders Recommends 13.75 `10 Senior Notes
----------------------------------------------------------
DebtTraders analyst, Matthew Breckenridge (1 212-247-5300), says
"We initiate coverage of Asia Global Crossing with a SELL
recommendation on the 13.375% Senior Notes due '10 at a price of
36.50 and a yield of 39.55 percent."
Mr Breckenridge added, "Our SELL recommendation is based upon a
combination of a high yield of 39.55 percent and a SAFETY rating
of 36 percent, together resulting in an ATTRACTIVENESS rating of
58 percent. The SAFETY rating is based upon our belief that a
restructuring or a liquidation is likely without a significant
cash investment, but that a liquidation would likely result in a
recovery value of between 35 percent and 40 percent of par for
bondholders. Therefore, we consider the Notes an option on the
upside scenario that a strategic investor provides an equity
infusion, an event that we believe to be less likely than the
assets being purchased in bankruptcy, a far less costly and less
risky strategy."
"Therefore, we suspect that once the market realizes that the
asset value provides bondholders with a recovery value of 40.00,
the price of the Notes will fall to the low 20's to reflect the
uncertainty surrounding the timing and costs of any asset
liquidation. Asia Global Crossing, a pan-Asian
telecommunications carrier, is a subsidiary of ailing emerging
telecom Global Crossing (DT Symbol: GBLX; Recommendation: SELL).
Although Asia Global Crossing suffers from many of the same
weaknesses as its parent, Asia Global Crossing has a more
desirable capital structure relative to its parent, and we are
able to derive a reasonable valuation for recovery in a
liquidation," Mr Breckenridge concluded.
DebtTraders reports Asia Global Crossing's 13.375% bonds due on
1010 are trading between 34.5 and 35.5. For more real-time bond
pricing information, go to
http://www.debttraders.com/price.cfm?dt_sec_ticker=AGX
COUNTRY TALENT: Petition To Wind Up Heard
-----------------------------------------
The petition to wind up Country Talent Limited was set for
hearing before the High Court of Hong Kong on Wednesday, January
30, 2002 at 10:00 am. The petition was filed with the court on
October 30, 2001 by the Commissioner of Inland Revenue of Hong
Kong of Revenue Tower, 5 Gloucester Road, Wanchai, Hong Kong.
FIRST PACIFIC: Deposits Funds for Bonds Redemption
--------------------------------------------------
First Pacific Company Limited, in reference to its announcement
of 16th January, 2002, which outlined the Company's revised
plans for the repayment of its outstanding Bonds, concluded its
market purchases on 23rd January, 2002. Through this exercise,
Bonds in the principal amount of US$68 million (HK$530 million)
were purchased and canceled, at a total cost (excluding
transaction fees) of approximately US$91 million (HK$710
million). Following recent and earlier purchases, there now
remain outstanding Bonds in the principal amount of US$130
million (HK$1.0 billion) which will be redeemed on 27th March,
2002 (being the maturity date in respect to the Bonds), at a
total cost (including interest and redemption premium), of
approximately US$176 million (HK$1.37 billion).
In this regard, First Pacific is depositing sufficient funds
with the Trustee to redeem those Bonds that remain outstanding
at their full redemption value payable at maturity of the Bonds
on 27th March, 2002. Pending the maturity date, the funds
deposited with the Trustee will be held by the Trustee on trust
for the bondholders.
As referred to in First Pacific's announcement of 9th January,
2002, repurchases of Bonds in the market since that date and the
deposit of the funds with the Trustee referred to herein have
been funded by utilizing approximately US$92 million (HK$717
million) of cash on hand and approximately US$189 million
(HK$1.4 billion) from the amount drawn down under the Company's
HK$1.56 billion (US$200 million) facility, details of which were
announced on 5th November, 2001.
Definitions
In this Announcement, unless the context otherwise requires, the
following expressions have the following meanings:
"Bonds" 2 per cent guaranteed convertible bonds,
in the original issued aggregate principal amount of US$350
million (HK$2.7 billion), issued by First Pacific Capital (1997)
Limited, a wholly-owned subsidiary of First Pacific, and
guaranteed by First Pacific. The Bonds are required to be
repaid on 27th March, 2002 at a price of 134.129 per cent of
their principal amount plus accrued interest;
"First Pacific" or First Pacific Company Limited; and
"the Company"
"Trustee" HSBC Bank plc, acting in its capacity as
trustee for the Bondholders appointed in respect of the Bonds
under the trust deed pursuant to which the Bonds were created.
All figures are approximate and translations have been made on
an approximate exchange rate of US$1 = HK$7.8.
GUANGDONG INTERNATIONAL: Sells Riverside Hotel
----------------------------------------------
Guangdong International Trust & Investment Corporation (GITIC)
sold its 75 percent stake in Riverside Hotel for RMB1.6 billion
(US$187 million) by auction to a buyer in Guangxin, DebtTraders
analysts, Daniel Fan (852-2537-4111) and Blythe Berselli (1-212-
247-5300), reported. The provincial funding arm failed to sell
its 63-storey Guangdong International Hotel for the second time.
The price of the GITIC 6.75% Bond due '03 remained unchanged.
DebtTraders reports that GITIC's 6.750% bonds due on 2003
(GITIC1) are trading between 14.5 and 16.5. Go to
http://www.debttraders.com/price.cfm?dt_sec_ticker=GITIC1
for more real-time bond pricing information.
KEEN LLOYD: Winding Up Petition Hearing Set
-------------------------------------------
The petition to wind up Keen Lloyd Motors Limited was heard
before the High Court of Hong Kong on January 30, 2002 at 10:00
am. The petition was filed with the court on October 30, 2001
by the Commissioner of Inland Revenue of Hong Kong of Revenue
Tower, 5 Gloucester Road, Wanchai, Hong Kong.
KWAN YEE: Winding Up Sought By Pekhai Trading
---------------------------------------------
Pekhai Trading Company Limited is seeking the winding up of Kwan
Yee Holdings Limited. The petition was filed on December 11,
2001, and will be heard before the High Court of Hong Kong on
February 20, 2002 at 9:30 am. Pekhai Trading holds its
registered office at Unit 14, 3rd floor, Hope Sea Industrial
Center, 26 Lam Hing Street, Kowloon Bay, Hong Kong
MAX POINT: Hearing of Winding Up Petition Set
---------------------------------------------
The petition to wind up Max Point Development Limited was
scheduled for hearing before the High Court of Hong Kong on
Wednesday, January 30, 2002 AT 10:00 am.
The petition was filed with the court on October 30, 2001 by the
Commissioner of Inland Revenue of Hong Kong of Revenue Tower, 5
Gloucester Road, Wanchai, Hong Kong.
NEW WORLD: Moody's Places Ba1 on Review for Possible Downgrade
--------------------------------------------------------------
Moody's has placed the Ba1 senior unsecured rating for New World
Infrastructure Limited (NWI) on review for possible downgrade.
The announcement by NWI that it is considering whether to
acquire the fixed line telecommunications business of its
parent, New World Development Company Limited (NWD) prompts this
rating action. Approximately US$174 million 1 percent
Convertible Bonds due 2003 debt is affected.
The rating agency's review will focus on the overall strategic
considerations that are driving the acquisition, the form of
capital raising that NWI will undertake if the deal proceeds and
the cashflow implications to NWI. Moody's understands that the
company is considering the issue of convertible notes to pay for
the acquisition; the form of such notes, together with the
likely ongoing capital expenditure demands from the new
business, will be crucial elements in the review.
Moody's believes the inherently more volatile nature of
telecom/technology businesses, relative to the basic
infrastructure business operations that have comprised NWI's
portfolio, could potentially increase the volatility of NWI's
underlying earnings.
New World Infrastructure Limited, 60.6 percent indirectly owned
by New World Development Company Limited, is engaged in
infrastructure and technology investments in Hong Kong, China
and Macau.
SEAPOWER RESOURCES: Winding Up Petition Pending
-----------------------------------------------
Seapower Resources Cold Storage & Warehousing Limited is facing
a winding up petition, which is slated to be heard before the
High Court of Hong Kong on February 20, 2002 at 9:30 am.
The petition was filed on December 11, 2001 Cooperative Central
Raiffeisen-Boerenleenbank B.A. located at 42-43/F., Two Exchange
Square, 8 Connaught Place, Central, Hong Kong.
=================
I N D O N E S I A
=================
ASIA PULP: Presents Debt Workout Plan to Creditors
--------------------------------------------------
Sinar Mas Group unit, Asia Pulp & Paper (APP) met its creditors
in Jakarta Friday to review a plan for the restructuring of the
company's more than US$13 billion in debts, Jakarta Post
reported Friday, citing Sinar Mas Spokesman, Yan Partawijaya,
adding that APP would unveil a draft of a debt restructuring
scheme before its creditors' steering committee.
He declined to comment on where and when exactly the meeting
would take place, except that it would be in Jakarta. The
meeting was expected to involve tough negotiations with local
and international creditors.
May last year, APP failed to meet more than US$13 billion in
debts. APP was unable to repay billions of U.S. dollars in
bonds it issued to finance expansion plans amid sagging pulp and
paper prices in the world market.
According to DebtTraders, APP Int'l Finance 11.750% bond due on
2005 trades between 28.5 and 30.5. For real-time bond pricing,
go to http://www.debttraders.com/price.cfm?dt_sec_ticker=APP7
=========
J A P A N
=========
ASAHI MUTUAL: Cancels Merger Plans With TMFI
--------------------------------------------
Tokio Marine and Fire Insurance Co Ltd (TMFI) and Asahi Mutual
Life Insurance Co have canceled plans to merge under a holding
company by March 2003, AFX News reported on Thursday.
Both companies will return to their previous plan to consolidate
their operations in 2004, adding that they could not reach an
agreement on the transfer of businesses from Asahi Life to Tokio
Marine.
Asahi Life will ask major creditor banks such as Dai-Ichi Kangyo
Bank for an infusion of capital to improve its financial status.
A Company spokesman declined to say the amount of money it is
seeking, but hopes to receive funding by 2003. Under a new
corporate overhaul, Asahi will cut operating costs by Y35
billion by March 2005 and consolidate 100 sales outlets.
ASAHI LIFE: S&P Lowers Ratings to `B-'; Outlook Negative
--------------------------------------------------------
Standard & Poor's lowered Thursday, January 30, 2002, its
insurer financial strength and counterparty credit ratings on
Asahi Mutual Life Insurance Co. to single-'B'-minus from double-
'B'-minus, and removed the ratings from CreditWatch, where they
had been placed on Sept. 19, 2001. The outlook on the
counterparty credit rating is negative.
At the same time, Standard & Poor's also affirmed its double-'A'
insurer financial strength and counterparty credit ratings on
both Tokio Marine & Fire Insurance Co. Ltd. and Nichido Fire &
Marine Insurance Co. Ltd., and removed the ratings from
CreditWatch, where they had been placed on Nov. 14, 2001. The
outlooks on the counterparty credit ratings on both Tokio Marine
and Nichido Fire are negative.
The various rating actions follow an announcement by Tokio
Marine that it will not provide explicit support to Asahi Life,
which is facing serious asset quality issues and weakened
capitalization. Tokio Marine had announced in November 2001 that
it would enter discussions on providing various types of
financial and business support to Asahi Life, including:
* The possible provision of "kikin" funding, a type of
subordinated debt unique to Japanese mutual life insurers; and
* The possible transfer of Asahi Life's new business franchise
to Tokio Marine's fully owned life insurance subsidiary, Tokio
Marine Life Insurance Co. Ltd, and a possible subsequent merger
of the two entities.
The downgrade of Asahi Life reflects increased concerns over the
company's asset quality, and the potential for higher surrender
activity in the absence of immediate financial support from
Tokio Marine. Asahi's asset quality remains extremely weak, as
indicated by significant unrealized losses on its investment
portfolio-including a JPY502 billion unrealized loss in its
domestic equity portfolio alone as of September 2001 -- which
has significantly weakened its capitalization. Asahi Life has
been striving to reduce its level of risk-based assets and to
implement various initiatives to maintain its business position.
However, it has become more challenging for the insurer to
improve its financial profile in the short term amid unfavorable
market conditions in the Japanese life insurance industry.
Moreover, given the status of the company as a mutual life
insurer, Asahi Life's financial flexibility is declining, and
the company has limited options for receiving financial support
from external parties to offset its sizable unrealized losses.
Although Asahi Life remains a member of Millea Insurance
Group,which includes Tokio Marine, Nichido Fire, and Kyoei
Mutual Fire & Marine Insurance Co. (BBB-/Developing/--). It is
now very uncertain whether the Company will be able to both
proceed with its demutalization process, scheduled for around
2004, and execute significant balance sheet restructuring.
The affirmations of the ratings on Tokio Marine and Nichido
Fire, which will create a joint holding company in April 2002 as
part of plans to form the Millea Insurance Group, are based on
the confirmation that both companies' strong financial and
operational profiles will be maintained following Tokio Marine's
decision not to provide explicit support to Asahi Life.
Outlooks: Negative
The outlooks on all three insurers are negative. The negative
outlook on Asahi Life reflects the company's weakening asset
quality and capitalization, and the limited prospects for the
company to improve its financial profile in the near term amid
intensifying competition and unfavorable market conditions in
the domestic life insurance industry.
The negative outlooks on both Tokio Marine and Nichido Fire
reflect continuing concerns over their earnings prospects amid
intensifying competition in the Japanese nonlife sector.
However, both Tokio Marine and Nichido Fire maintain very strong
balance sheets compared with their major peers, which should
limit the impact of adverse market conditions on their financial
performance to some extent.
RATINGS LOWERED AND REMOVED FROM CREDITWATCH
Asahi Mutual Life Insurance Co.
Counterparty credit rtg B-/Negative
Financial strength rtg B-
RATINGS AFFIRMED AND REMOVED FROM CREDITWATCH
Tokio Marine & Fire Insurance Co. Ltd.
Counterparty credit rtg AA/Negative
Fincl strength rtg AA
First Chicago Tokio Marine Financial Products Ltd.
Counterparty credit rtg AA/Negative
Tokio Marine & Fire Insurance Co. (HK) Ltd.
Fincl strength rtg AA
Tokio Marine & Fire Insurance Co. (UK) Ltd.
Counterparty credit rtg AA/Negative
Fincl strength rtg AA
Tokio Marine & Fire Insurance Co. Ltd. (New Zealand Branch)
Fincl strength rtg AA
Tokio Marine & Fire Insurance Co. Ltd. U.S. Branch
Fincl strength rtg AA
Tokio Marine Global Re Ltd.
Counterparty credit rtg AA/Negative
Fincl strength rtg AA
Tokio Marine Life Insurance Co. Ltd.
Counterparty credit rtg AA/Negative
Fincl strength rtg AA
Tokio Millennium Re Ltd.
Counterparty credit rtg AA/Negative
Fincl strength rtg AA
Nichido Fire & Marine Insurance Co. Ltd.
Counterparty credit rtg AA/Negative
Fincl strength rtg AA
Nichido Fire & Marine Insurance Co. Ltd. (US Branch)
Fincl strength rtg AA
MATSUSHITA ELECTRIC: Sets Bond Issuance Terms, Conditions
---------------------------------------------------------
Matsushita Electric Industrial Co., Ltd. (NYSE: MC), best known
for its Panasonic and National brand names, announced that the
company on January 31, 2002 decided on terms and conditions for
the issues in Japan of unsecured straight bonds in the aggregate
principal amount of Y300 billion. The basic terms for these
domestic unsecured straight bond issues had been approved at
Matsushita's board meeting, as announced on January 10, 2002.
Matsushita decided to issue the bonds in three series, with
maturities of three (3), five (5) and ten (10) years,
respectively.
The terms and conditions for each series, Matsushita's Third,
Fourth and Fifth Series of Unsecured Bonds, are scheduled as:
Series name Third Series Fourth Series Fifth
Series
Aggregate 100 billion yen 100 billion yen 100 billion yen
principal amount
to be issued
Denomination 100 million yen (a single kind)
of each bond
Coupon rate 0.42% 0.87% 1.64%
(per annum)
Issue price 99.97% of the 99.95% of the 99.95% of the
principal amt principal amt principal amt
Interest March 20 and March 20 and June 20 and
payment date September 20 of September 20 of December 20 of
each year each year each year
Maturity March 18, 2005 March 20, 2007 Dec. 20, 2011
date (early (No early (No early (No early
redemption redemption) redemption) redemption)
clause, if any)
Payment date February 14, 2002
(Notes)
* The company intends to use the proceeds from the bond issues
for such needs as working capital, redemption at maturity of
outstanding convertible bonds and repurchases of its own shares.
* The company set up a shelf registration for the issue of
straight bonds (including the above) with the maximum possible
principal amount of 500 billion yen within a period of two years
as from December 29, 2001.
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/
(The securities referred to above have not been and will not be
registered under the U.S. Securities Act of 1933, as amended,
and may not be offered or sold in the United States absent
registration or an applicable exemption from registration
requirements.)
NEC CORPORATION: Signs Definitive Agreement With Tokin
------------------------------------------------------
NEC Corporation (NEC) (NASDAQ: NIPNY, FTSE: 6701q.l, TSE: 6701)
and Tokin Corporation (Tokin) (TSE: 6759) on January 31, 2002
signed a definitive agreement whereby NEC will divide and
transfer its business of manufacturing and sale of capacitors,
batteries and relays (the Business) to Tokin, effective as of
April 1, 2002 (the Transaction).
Purpose of the Transaction
NEC is currently aiming to advance its solution business and, at
the same time, to maximize the corporate value of the entire NEC
Group by reorganization of its affiliates. In order to focus on
the system LSI business, NEC Electron Devices, one of the in-
house companies of NEC, will transfer the Business to Tokin, and
will stimulate the growth of Tokin as the company in charge of
electronic components business within the NEC Group. Tokin,
which has a wide range of products based on materials-orientated
technology, will aim to become a world leading electronic
components manufacturer by strengthening competitiveness through
the integration of NEC's electronic components business and
synergies created thereby such as the unification of engineering
resources and the acceleration of shift to overseas production.
Outline of Division and Transfer of Business
(1) Business
The electronic components business of NEC to be transferred to
Tokin is the business of manufacturing and sale of capacitors,
batteries and relays. In the fiscal year ended March 31, 2001,
the Business has consolidated net sales of 77.3 billion yen and
approximately 5,000 employees (3,200 overseas and 1,800 in
Japan).
(2) Scheme
A scheme of the "division and transfer of business" under the
Commercial Code of Japan (Kaisha Bunkatsu)
(3) Issuance of the Tokin's new shares
In exchange for the Business, Tokin will issue 49,682,386 shares
of its common stock and allot all these shares to NEC, effective
as of April 1, 2002. The two companies reached the number of
shares based upon valuation by their financial advisors. The
agreed valuation is:
the value of Tokin's outstanding shares the value of the
Business value ratio 1 0.7783
As a result, NEC will hold approximately 66.60% of outstanding
shares of Tokin common stock. (Presently NEC's holding in Tokin
is approximately 40.60%, which includes 19.90% shares
transferred to a securities-based employee retirement benefit
trust created by NEC.)
(4) Increase of paid-in capital
Tokin will increase its paid-in capital by 2,484,119,300 yen,
upon issuance of the new shares.
(5) Assets, liabilities, rights and obligations to be
transferred to Tokin
As a result of the Transaction, Tokin will acquire and assume
assets and liabilities belonging to the Business, including
accounts receivable, inventories, fixed assets including
machinery for development and manufacturing, stocks of
subsidiaries, accounts payable, loan from bank and IPRs , and
rights and obligations under agreements relating to development,
manufacturing, sales and maintenance in connection with the
Business. The assets to be transferred to Tokin include all the
shares of certain subsidiaries of NEC (See Paragraph 4 below).
NEC will loan to Tokin its employees belonging to the Business
and cause such employees to provide their services for Tokin.
Tokin intends to employ such employees, subject to the
employees' consent, at the time of expiration of the term of
such loan.
(6) Schedule
Board approval of both companies : January 31, 2002
Signing of the Agreement : January 31, 2002
An Extraordinary General Meeting of Shareholders of Tokin for
the approval of the Agreement : February 20, 2002
Closing of the Transaction (Effective Date of the Division and
Transfer of Business) : April 1, 2002
Date of Commercial Registration : April 1, 2002
Change of Tokin's corporate name
Tokin will change its corporate name to "NEC TOKIN Corporation"
subject to the approval at the Extraordinary General Meeting of
shareholders to be held on February 20, 2002.
Transfer of subsidiaries
As of April 1, 2002, the following NEC's subsidiaries will
become Tokin's wholly owned subsidiaries:
(1) NEC TOKIN Iwate, Ltd.
Address 1 Karagai, Ichinoseki-shi, Iwate-ken, Japan
Established January, 2002
President Kazuyoshi Nago
Paid-in Capital 100 million
Operations Development and manufacturing of relays and
connectors.
(2) NEC TOKIN Toyama, Ltd.
Address 560 nyuzen nyuzen-cho, shimoniikawa-gun, Toyama-ken,
Japan
Established January,2002
President Fuyuki Okawa
Paid-in Capital 100 million
Operations Development and manufacturing of capacitors
(3) NEC TOKIN Tochigi, Ltd.
Address 484 Harigaya-cho, Utsunomiya-Shi, Tochigi-ken, Japan
Established October,1988
President Takehiko Nakada
Paid-in Capital 10 million
Operations Development and manufacturing of batteries
(4) NEC TOKIN Electronics (Thailand) Co., Ltd.
(Corporate name changed from NEC Technologies (Thailand) Co.,
Ltd. as of April 1, 2002)
Address 60/76 Nava Nakom Industrial Estate (Phase II)
Klongnung, Klongluang, Pathumthani 12120, Thailand
Established June, 1988
Managing Director Tadatoshi Shiba
Paid-in Capital 808 million baht (as of September, 2001)
Operations Development and manufacturing of capacitors
Liquidation of subsidiary:
NEC Mobile Energy Corporation, an NEC's wholly owned subsidiary,
will be dissolved during the First Half of the Fiscal Year
ending March 31, 2003 along with its transfer of whole business
to NEC TOKIN Tochigi, Ltd. No material effect on NEC's financial
results is expected as a result of the dissolution of NEC Mobile
Energy Corporation.
Outline of NEC Mobile Energy Corporation
Address 484 Harigaya-cho, Utsunomiya-Shi, Tochigi-ken, Japan
Established October, 1994
President Takehiko Nakada
Paid-in Capital 6,400 million
Operations Development, manufacturing and sale of batteries
About Tokin Corporation
Taking advantage of its progressive/highly developed materials
technologies, Tokin is proud to offer a wide variety of devices
and systems for use in a broad range of products such as high-
performance household appliances, office equipment, audio/visual
equipment, and car electronics. For further information, please
visit the Tokin home page at: www.tokin.co.jp
About NEC Corporation
NEC Corporation (NASDAQ: NIPNY) (FTSE: 6701q.l) is a leading
provider of Internet solutions, dedicated to meeting the
specialized needs of its customers in the key computer, network
and electron device fields through its three market-focused in-
house companies: NEC Solutions, NEC Networks and NEC Electron
Devices. NEC Corporation, with its in-house companies, employs
more than 150,000 people worldwide and saw consolidated net
sales of 5,409 billion Yen (approx. US$43 billion) in the fiscal
year ended March 31, 2001. For further information, please visit
the NEC home page at: http://www.nec.com
NEC CORPORATION: Reports Q301 Consolidated Financial Results
------------------------------------------------------------
NEC Corporation reported on January 31, 2002 the consolidated
financial results for the third quarter of the fiscal year
ending March 31, 2002 (three- month period ended December 31,
2001).
Consolidated net sales for the three month period ended December
31, 2001 decreased by Yen 117.9 billion, or 9.5 percent, to Yen
1,125.0 billion, over net sales for the previous third quarter
ended December 31, 2000. NEC recorded a loss before income taxes
of Y253.0 billion, a decrease of Y258.5 billion compared to the
corresponding period of the previous year in which NEC posted an
income before income taxes of Y5.4 billion. These results were
the outcome of a continued slowdown in the semiconductor market
for memory and system LSI ( Large Scale Integrated Circuit),
together with the accelerated worsening of both the network
infrastructure market and small Liquid Crystal Display (LCD)
market for mobile handsets.
Despite the expansion of its software and service businesses
including systems integration (SI) service business, sales of
NEC Solutions were largely unchanged from the corresponding
period of the previous year due to a large decline in demand for
personal computers (PC). Sales in NEC Networks showed a decrease
compared with the corresponding period of the previous year, due
to weakening of demand for network infrastructure in Japan and
overseas countries except the United States in the second half
of this fiscal year. Sale of NEC Electron Devices showed a
dramatic decrease reflecting a sharp decline in demand for
mobile handsets and communications infrastructure equipment,
coupled with the fall in memory unit price.
With respect to segment profit, NEC Solutions recorded a profit
increase due to a sales increase and an improved profitability
for its software and service businesses offsetting a negative
impact caused by a decrease in shipments of PCs. NEC Networks
saw a large profit decrease resulting from a decline in demand
for fiber optic network systems, poor business performance at
its Brazil operations and the tightening of investment controls
by domestic telecommunications carriers. As for NEC Electron
Devices, the slowdown in demand for mobile handsets and
communication infrastructure equipment as well as the continued
fall in memory and LCD prices resulted in a segment loss.
NEC recorded a loss before income taxes due to an overall
operating loss and restructuring charges especially for its
semiconductor business. Further, reflecting equity in losses of
affiliated companies, NEC's net loss was Yen 155.0 billion, a
decrease of Yen 163.4 billion compared with the corresponding
period of the previous year in which NEC recorded a net income
of Yen 8.3 billion.
Sales and segment profit or loss of NEC's main segments
(including intersegment transactions) were (figures in brackets
denote increase or decrease from the third quarter of the
previous year):
1. Sales and Segment Profit/Loss
-- NEC Solutions
Sales Y499.8 billion (-0.2%)
Segment profit Y8.2 billion (+ Yen 16.0 billion)
NEC Solutions' sales for this quarter were Y499.8 billion, a
decrease of 0.2 percent from the corresponding period of the
previous year. Sales of main product areas were as follows:
In the area of SI services/software, due to the expansion of SI
business for the financial and manufacturing industries in
Japan, sales increased by 27 percent to Yen 98.7 billion over
the corresponding period of the previous year. Also, as for
Internet services/support services, 'sales rose by 27 percent to
Yen 81.0 billion over the corresponding period of the previous
year due to a sales increase in BIGLOBE'S value added services.
In the area of servers, storage products and workstations, there
was a 15 percent increase to Y91.5 billion over the
corresponding period of the previous year, partly because NEC
Infrontia Corporation was newly consolidated. In the personal
products sector, sales dropped by 24 percent to Y185.9 billion
due to the sluggish consumer PC market in Japan.
Segment profit of NEC Solutions increased by Y16.0 billion to
Yen 8.2 billion compared to the corresponding period of the
previous year due to a sales increase and an improved
profitability of software and service businesses including SI
services.
-- NEC Networks
Sales Y420.2 billion (-1.1%)
Segment profit Y0.5 billion (-Y31.8 billion)
NEC Networks' sales for this quarter slightly decreased to
Y420.2 billion from the corresponding period of the previous
year. Regarding sales by main product areas, sales of network
infrastructure decreased by 5 percent to Y244.7 billion, due to
the fact that although sales for third-generation (3G) mobile
communications systems increased, shipments of current
generation mobile communications systems and switching systems
in Japan fell. As for mobile terminals, sales increased by 6
percent to Y142.1 billion as sales for i-mode mobile phones grew
favorably.
Segment profit decreased by Y31.8 billion to Y0.5 billion from
the corresponding period of the previous year. These results
were mainly due to a decrease in shipments of large-sized fiber
optic submarine cable system projects, the influence of the
tightening of capital investment control by domestic
telecommunications carriers, the rapid generation change of the
systems and their price drop, as well as poor demand in the
telecommunications market in Brazil.
-- NEC Electron Devices
Sales Y196.2 billion (-33.4%)
Segment loss -Y55.3 billion (-Y66.8 billion)
NEC Electron Devices' sales for this quarter were Y196.2
billion, a 33.4 percent decrease compared to the corresponding
period of the previous year. Regarding sales by main product
areas, sales of semiconductors decreased by 34 percent to Y149.7
billion, sales of displays decreased by 21 percent to Y25.0
billion and sales of electronic components and others decreased
by 38 percent to Y21.5 billion. NEC Electron Devices recorded a
segment loss of Y55.3 billion, a decrease of Y66.8 billion from
the corresponding period of the previous year when it posted a
segment profit of Y11.4 billion.
These results were the outcome of the continued fall of DRAM
prices, the intensifying price competition taking place in the
small LCD market for mobile handsets market, and a large
decrease in sales of semiconductors such as logic ICs and
electronic components caused by the global slowdown in demand in
the telecommunications infrastructure market and the
deceleration of new growth for the domestic mobile handsets
market.
2. Cash Flows
This third quarter's net cash used in operating activities was
Y182.6 billion due mainly to the fact that Y155.0 billion of net
loss was recorded for this quarter. In spite of net loss, net
cash from operating activities improved by Y67.2 billion over
the corresponding period of the previous year due mainly to
reductions in inventory and accounts receivable.
Net cash used in investment activities was Y43.2 billion, a
decrease of Y13.6 billion over the corresponding period of the
previous year. This was principally because, through reduction
in capital investment, the expenditure accompanying the purchase
of tangible fixed assets decreased by Y18.5 billion to Y55.9
billion compared with the corresponding of the previous year.
Consequently, the net cash used in operating activities and in
investing activities totaled Y225.9 billion.
Net cash provided by financing activities was Y376.0 billion as
a result of the issue of a total of Y200.0 billion in securities
(Yen 100.0 billion convertible bonds and NEC Business Trust's
Y100.0 billion trust originated preferred securities) in
December, 2001 in the domestic and overseas capital markets.
Cash and cash equivalents amounted to Y386.1 billion, an
increase of Y44.2 billion compared with December 31, 2000.
3. Outlook for the Fiscal Year Ending March 31, 2002
Due to a large decrease in demand for network infrastructure
equipment and a slowdown in the mobile handsets market, it is
expected that net sales and operating income for NEC Networks
will be much less than previously projected. As for NEC
Solutions, although the SI business is expected to be steady,
its results are expected to be slightly lower than previously
projected because of the long-term downturn in the PC market.
Also, as for NEC Electron Devices, due to the delayed upturn in
demand for semiconductor devices used in telecommunications
equipment, it is expected that business results recovery will be
delayed.
Under the circumstances mentioned above NEC decided to execute
further structural reforms by the end of this fiscal year to
ensure recovery in the next fiscal year.
Accordingly, the forecast of NEC's consolidated financial
results for this fiscal year (the twelve-month period ending
March 31, 2002) that was announced last October has been revised
as:
Percentage change from
the previous fiscal year:
Net sales Yen 5,070.0 billion (-6%)
Operating loss -57.0 billion (--)
Loss before income taxes -460.0 billion (--)
Net loss -300.0 billion (--)
To see the company's press release and financials click on the
headline "NEC Corporation Reports Consolidated Financial Results
for the Third Q located at
http://www.nyse.com/marketinfo/marketinfo.html?sym=NIPNYor
http://www.nec.co.jp/press/en/0201/3101.html
CONTACT:
Daniel Mathieson of NEC Corporation, +81-3-3798-6511, or d-
mathieson@bu.jp.nec.com, or Kazuko Andersen of NEC USA, Inc.,
+1-212-326-2502, or Kazuko.Andersen@necusa.com
NEC CORPORATION: Slashes 14,000 Workers Worldwide by March 31
-------------------------------------------------------------
NEC Corporation will cut 14,000 jobs by the end of March this
year, the Japan Times reported on February 1. The computer maker
expects a group operating loss of Y57 billion for the 2001
business year, a turnaround from the Y30 billion in profits it
estimated in autumn.
NEC President Koji Nishigaki stressed that the company needs to
improve its operations to become profitable. Restructuring
measures include downsizing production of DRAM chips by shutting
down a plant in Britain and lessening production lines, he said.
Company officials said that NEC attributed the drop to falling
demand for semiconductors and mobile equipment displays.
The semiconductor maker posted a group net loss of Y155.07
billion ($1.17 billion) in the October-December period against a
profit of Y8.31 billion in 2001. Sales dive 9.5 percent to
Y1.125 trillion ($8.47 billion), AP Online reports. The
company's electronics devices unit recorded a group operating
loss of Y55.38 billion ($417 million) during the quarter -
reversing its profit of Y11.42 billion in 2001 due to low demand
in mobile-phone handset displays, semiconductors and other
electrics devices.
SNOW BRAND: Hyogo Police Leads Labeling Fraud Investigation
-----------------------------------------------------------
The Hyogo Police is planning to take lead in the probe against
Snow Brand Food Co over the falsification of beef product labels
at its offices in Hyogo, Tokyo and Saitama prefectures, Kyodo
News reported Friday, citing police officials.
Hyodo police has plans to set up a joint police team with the
Tokyo Metropolitan Police and Saitma Prefectural Police to raid
the company's headquarters to collect evidence against the firm
on suspicion of labeling fraud. The police raid may start this
weekend.
Federation of Economic Organizations (Keidanren) Chairman
Takashi Imai criticized Snow Brand Food Co on Thursday, saying
it is no longer a company after fraudulently mislabeling beef to
get state subsidies in connection with the mad cow disease
scare.
=========
K O R E A
=========
DAEWOO CORPORATION: Indian Unit Posts RS857M Net Loss
-----------------------------------------------------
The Daewoo Motors India Ltd unit of troubled carmaker Daewoo
Corp has reported a net loss of RS857.4 million in the third
quarter from RS1.15 billion in 2001. The Company said its
operations were not affected as domestic banks had rescheduled
interest payments, Reuters reported on Thursday.
The Indian unit is 91.6 percent owned by South Korea's Daewoo
Corporation. Net income crashed to RS375.4 million from RS1.52
billion in 2001 as car sales fell on concerns over the future
availability of spares and its ability to continue providing
service support.
Daewoo India stopped disclosing output figures in July but its
reported revenue points to monthly sales of about 500 cars, down
from over 3,000 a month before news of its parent's bankruptcy
broke in November 2000.
HYNIX SEMICONDUCTOR: In Alliance Talks With Infineon
----------------------------------------------------
DebtTraders analysts, Daniel Fan (852-2537-4111) and Blythe
Berselli (1-212-247-5300), reported that Hynix Semiconductor is
in talks with Infineon Technologies for an alliance. The
alliance may be in the form of a joint venture in the areas of
development and manufacturing.
Hyundai Semiconductor's 8.625% bond due in 2007 (HYUNS2) trades
between 58.000 and 63.000. For real-time bond pricing, go to
http://www.debttraders.com/price.cfm?dt_sec_ticker=HYUNS2
HYNIX SEMICONDUCTOR: Postpones Negotiation With Micron
------------------------------------------------------
Creditors of Hynix Semiconductor has decided to delay their
planned plenary session to decide whether to continue
discussions with Micron Technology Thursday, citing that
creditors have not even been able to fine-tune their stances
concerning the session, according to Digital Chosun on January
31.
The negotiations between both companies have continued even
after the recently ended fourth series of official negotiations,
reached their final stretch. The two chipmakers have managed to
gradually narrow their differences over the proposed prices. One
official of Hynix's creditor group said that creditors could get
together as early as Friday to work out a consensus. The same
official also emphasized that Micron is ready to disclose its
final offer for the strategic alliance talks.
HYNIX SEMICONDUCTOR: Proposes US$4B Asset Offer to Micron
---------------------------------------------------------
Creditors of Hynix Semiconductor Inc has proposed to sell its
assets at a cost of US$4.01 against the US3.6 billion offered by
Micron Technology, and are waiting for an answer from the US
chipmaker, AFX News said Thursday.
Hynix restructuring committee will hold a meeting to make a
final decision only after confirming Micron's reaction to its
latest proposal, Donga Ilbo Daily said, citing creditor
officials.
According to Yonhap News Agency the outcome of talks between
both companies may be available this week, with Micron expected
to disclose its official position about the agreement at a
meeting with analysts later Thursday.
HYUNDAI MERCHANT: Launches Australia, New Zealand New Routes
------------------------------------------------------------
Hyundai Merchant Marine (HMM) will launch new routes to
Australia and New Zealand in cooperation with Russia's FESCO,
Korea Herald reported on Friday. Starting next month, HMM and
FESCO will utilize five 1,100 TEU (twenty-foot equivalent unit)-
level container vessels, which will stop at Manila, Kaohsiung,
Keelung, Yantianm, Hong Kong, Melbourne and Sydney every week on
the same day.
The shipping firm decided to increase services to Australia and
New Zealand to prepare for increased cargo transportation
between the region and Asia, which, according to the HMM
Maritime Research Center, rose 4.4 percent to 930,000 TEUs this
year from 890,000 TEUs in 2001. The center sees freight
transportation to rise by a bigger margin in the long run.
TCR-AP reported Wednesday that HMM has repaid bonds worth W380
billion due to mature at the end of January, and aims to pay
back Y98 billion worth of overdue principal and interest for
convertible bonds by January 29.
HYUNDAI PETROLEUM: Creditors Aims For Company Sale by June
----------------------------------------------------------
Creditors of troubled Hyundai Petroleum will accept letters of
intent (LOI) from possible buyers this month and plans to sell
the petrochemical company in June, the Korea Times said on
Thursday. A creditor official said several potential buyers have
expressed interest in buying the company, but should submit
details of their purchase plans, including prices and other
terms. The official did not disclose the names of the potential
buyers in the report.
The prospective buyers must detail offers and terms in their LOI
so that creditors will be able to find the priority negotiation
parties and discuss the sales terms with them. Ki Jun was
appointed as Chief Executive Officer of Hyundai's petroleum
affiliate last November and swapped W120 billion in debt for
equity to prepare for the company's sale.
===============
M A L A Y S I A
===============
EPE POWER: Further Defaults Interest Payment
--------------------------------------------
EPE Power Corporation Berhad (the Company) has further defaulted
in the payment of monthly interest of RM707,559.10 due to
several banks (Lenders) under its revolving credit (RC)
facilities. The total principal outstanding on the RC facilities
as at 31 January 2002 is RM94.6million.
With the assistance of Commerce International Merchant Bankers
(CIMB) as the financial advisor, a concept paper has been
presented to the Lenders and negotiation is currently taking
place.
HOTLINE FURNITURE: Proposed Rights Issuance Aborted
---------------------------------------------------
Alliance Merchant Bank Berhad (Alliance), on behalf of the Board
of Directors of Hotline Furniture Berhad (HFB) (Board),
announced that the Board has decided to abort the proposed
rights issue of up to 34,485,000 new ordinary shares of RM1.00
each in HFB (HFB Shares) (Rights Shares) on the basis of three
(3) new HFB Shares for every two (2) existing HFB Shares held
(together with up to 34,484,000 free warrants attached on a
basis of one (1) warrant for (1) Rights Share subscribed) in
light of the prevailing market condition and difficulty to
procure underwriters.
In addition, Alliance, on behalf of the Board, also wished to
announce:
(i) Kemayan Corporation Berhad (KCB) and HFB had entered into
a Termination Agreement on 31 January 2002 to terminate the sale
and purchase agreement dated 9 July 1999 in relation to the sale
and purchase of 263,925 ordinary shares in the issued and paid-
up capital of Macro System Consultancy Sdn Bhd (MSC);
(ii) Tun Dato' Seri Abdul Hamid bin Omar, Tan Sri Dato' Ir.
Othman bin Merican, Kamil bin Haji Abdul Rahman, Gading Karyawan
Sdn Bhd, Evergreen Wisdom Sdn Bhd and HFB had entered into a
Termination Agreement on 31 January 2002 to terminate the sale
and purchase agreement dated 9 July 1999 in relation to the sale
and purchase of 295,575 ordinary shares in the issued and paid-
up capital of MSC;
(iii) KCB, Nilai Prisma Sdn Bhd, MSC and HFB had entered into
a Termination Agreement on 31 January 2002 to terminate the sale
and purchase agreement dated 9 July 1999 in relation to the sale
and purchase of 200,000 ordinary shares in the issued and paid-
up capital of Influx Vision Sdn Bhd; and
(iv) Abdul Rahman bin Dato' Baginda, Chong Ki Woi, MSC and
HFB had entered into a Termination Agreement on 31 January 2002
to terminate the sale and purchase agreement dated 9 July 1999
in relation to the sale and purchase of 200,000 ordinary shares
in the issued and paid-up capital of Peri Juara Sdn Bhd; and
(v) KCB, Dato' Abdul Ghani bin Yunus, MSC and HFB had entered
into a Termination Agreement on 31 January 2002 to terminate the
sale and purchase agreement dated 9 July 1999 in relation to the
sale and purchase of 200,000 ordinary shares in the issued and
paid-up capital of Global Definition Sdn Bhd.
Following the termination of the proposed rights issue and
proposed acquisition of the MSC group of companies, the Board
will announce a new restructuring proposal in due course.
KUALA LUMPUR: Submits Proposed Disposal to SC
---------------------------------------------
Public Merchant Bank Berhad announce on behalf of the Board of
Directors of Kuala Lumpur Industries Holdings Berhad (KLIH),
that a submission regarding the Proposed Disposal by Kuala
Lumpur Industries Berhad (Special Administrators Appointed), a
wholly-owned subsidiary of KLIH of 100 percent equity interest
in The People's Insurance Company (Malaysia) Berhad to Talasco
Insurance Berhad (Proposed Disposal) was made to the Securities
Commission on 29 January 2002.
Profile
A property and construction company, Kuala Lumpur Industries
Holdings (KLIH) is currently under the control of Special
Administrators who were appointed by Pengurusan Danaharta
Nasional Bhd on 30 June 2000. The Special Administrators are to
prepare a workout proposal for the Company. Meanwhile, a 12-
month moratorium is in effect from the date of their appointment
during which no creditor may take action against the Company.
On 18 January 2001, The Company entered into a MOU with Taman
Equine (M) Sdn Bhd in relation to the participation of Taman
Equine in KLIH's proposed corporate and debt restructuring.
The restructuring would involve a reduction of the issued and
paid-up capital of KLIH, application to transfer the listing
status of KLIH to a new company (NewCo), debt restructuring,
acquisition of Taman Equine by NewCo, and fund raising by NewCo.
The MOU provides an exclusivity period of 12 months from the
date of the MOU for a formal SPA to be entered under which NewCo
would purchase the entire issued and fully paid-up capital of
Taman Equine subject to finalization of a due diligence review
on Taman Equine.
MEASUREX CORPORATION: MH Creditors OK Equity Interest Transfer
--------------------------------------------------------------
On behalf of Measurex Corporation Berhad (MCB or the Company),
Commerce International Merchant Bankers Berhad, in relation to
the Proposed Debt and Corporate Restructuring Scheme, announced
that MCB has received:
* the Certificate of Approval for the establishment of
enterprise with foreign investment in the People's Republic of
China (PRC) from the Foreign Investment Enterprise of the PRC
dated 25 January 2002 in relation to the Proposed Transfer of
Equity Interest;
* the letter from the Judicial Manager of the Measurex
Holding Pte. Ltd. (MH) dated 23 October 2001 stating that the
creditors of MH have approved the transfer of equity interest of
Measurex Engineering (Wuxi) Co. Ltd. (Measurex Wuxi) to Xiptech
Holdings Pte. Ltd. (Xiptech); and
* the approval from the Board of Directors of Xiptech in
relation to the Proposed Transfer of Equity Interest.
Proposed Debt and Corporate Restructuring Scheme is comprised
of:
(i) Compromise and Settlement;
(ii) Proposed Transfer of Equity Interest;
(iii) Settlement of Funding Agreement; and
(iv) Payment Agreement
PANGLOBAL BERHAD: CFE Approves Convertible Loan Stock Issuance
--------------------------------------------------------------
On behalf of Panglobal Berhad (PGB), Commerce International
Merchant Bankers Berhad announced that the Controller of Foreign
Exchange, Bank Negara Malaysia (CFE) had, via its letter dated
23 January 2002, approved in principle the issuance of
Redeemable Convertible Secured Loan Stocks by PGB to AMMB
International (L) Ltd, Labuan (AMIL). The issuance is subject to
the proposed scheme of debt arrangement pursuant to section 176
of the companies act, 1965 (Proposed Scheme) being approved by
the Securities Commission and other relevant regulatory
authorities.
However, while granting approval, CFE had noted, that pursuant
to a guarantee for the sum of the USD equivalent of RM200
million issued by AMIL in relation to a credit facility of RM200
million extended by Arab-Malaysian Merchant Bank Berhad to PGB,
AMIL had made payment under the guarantee in foreign currency to
Arab-Malaysian Merchant Bank Berhad. In this respect, PGB is
currently seeking clarification from AMIL regarding the payment.
PSC INDUSTRIES: Obtains Debt Waiver From Lenders
------------------------------------------------
The Board of Directors of PSC Industries Berhad (PSCI or the
Company) informed that the Company has reached agreement with
two of its lenders towards settlement of its banking facilities
which includes a 30 percent waiver on the accrued interest and a
20 percent waiver on the total outstanding balance.
The arrangement is expected to give rise to a savings of
RM684,947.49 and improve the earnings and net tangible asset per
share of the Company by RM0.01 for the financial year ending 31
December 2002.
SENG HUP: Awaits MIT, SC Reply on Proposal Application
------------------------------------------------------
Seng Hup Corporation Berhad (Special Administrators Appointed)
(Seng Hup or the Company), informed that on 22 January 2002, the
Foreign Investment Committee (FIC) has, via its letter dated 21
January 2002 stated that FIC has no objection for Seng Hup to
undertake the Proposed Corporate and Debt Restructuring Scheme
(Proposal).
In addition, Seng Hup also on 28 January 2002 announced that the
Bank Negara Malaysia (BNM), by its letter dated 22 January 2002,
stated that permission has been granted to Natural Prestige Sdn.
Bhd. (NPSB) to issue the Irredeemable Convertible Unsecured Loan
Stock (ICULS) and the warrants to the foreign creditors pursuant
to the Proposed Debt Restructuring which form an integral part
of the Proposal. The permission from BNM is subject to NPSB
obtaining the approval and fulfilling all conditions imposed
therein from all relevant authorities in Malaysia.
The approvals from the Ministry of International Trade (MIT) and
Industry and the Securities Commission (SC) for the Proposal are
still pending.
SRI HARTAMAS: SC Reviews Proposed Scheme of Arrangement
-------------------------------------------------------
The Special Administrators of Sri Hartamas Berhad (SHB)
announced that further to the Company's submission, via Commerce
International Merchant Bankers Berhad, of the proposals relating
to the Proposed Scheme of Arrangement of SHB to the Securities
Commission for approval on 29 September 2001, the Securities
Commission is still reviewing the proposals.
In view that the four (4) months timeframe for the Company to
comply with the Exchange's Practice Note No. 4/2001 on plan to
regularize financial condition has expired on 29 January 2002,
the Special Administrators have sought the Exchange for approval
to extend the deadline for three (3) months to 29 April 2002.
The Special Administrators of SHB also informed that the Company
has received an extension of time until 30 June 2002 from the
Kuala Lumpur Stock Exchange (KLSE) to procure the shareholders'
approval for the proposed amendments to the Articles of
Association of the Company to comply with Chapter 7 of the
Listing Requirements of KLSE.
SRIWANI HOLDINGS: Enters Standstill Agreement With FI Lenders
-------------------------------------------------------------
On behalf of Sriwani Holdings Berhad (SHB or Company), Commerce
International Merchant Bankers Berhad announced that SHB has on
30 January 2002, together with its major shareholder, Saga
Menang Sdn. Bhd. (Saga Menang), entered into a Standstill
Agreement with the financial institution lenders (FI Lenders)
under the Proposed Debt Restructuring Scheme of SHB and certain
of its subsidiaries (Proposed Scheme).
The Standstill Agreement is to facilitate the Creditors'
Steering Committee (CSC) and the independent consultants
nominated by the CSC in their preparation of the Proposed Scheme
and subject to the requisite approvals being obtained, the
subsequent implementation of the Proposed Scheme.
Pursuant to the Standstill Agreement, the FI Lenders and the
Company shall undertake not to commence or initiate and to
suspend any actions, proceedings, execution of judgment or
distress or similar process and/or other steps commenced or
initiated in connection with the facilities granted by and/or
securities charged to the FI Lenders, during the period of three
(3) months from 29 January 2002 (Standstill Period). Saga
Menang, a major shareholder having control of the management of
the Company, shall also undertake not to dilute or otherwise
dispose of its shareholding in the Company during the Standstill
Period without the prior consent of the CSC.
TAJO BERHAD: Issues Defaulted Payment Details
---------------------------------------------
Tajo Berhad (Tajo) is provided an update on the details of all
the facilities currently in default in compliance with Section
3.1 of Practice Note 1/2001. Details are as per Table 1 found
at http://www.bankrupt.com/misc/TCRAP_Tajo0201.doc
REASON FOR DEFAULT IN PAYMENT
Due to the slowdown in the regional economy in general and the
construction and building industry specifically following the
financial crisis in late 1997, the cashflow generated from
operations was not sufficient to service the interest and
principal obligations to the lenders as and when they fell due.
MEASURES BY THE LISTED ISSUER TO ADDRESS THE DEFAULT IN PAYMENTS
Reference is made to our previous announcements dated 28
December 2001, 21 November 2001, 22 October 2001, 12 September
2001, 16 August 2001 and 5 July 2001.
On 10 October 2001, Public Merchant Bank Berhad (PMBB), on
behalf of Tajo, announced their appointment as Tajo's Adviser
with regards to Tajo's revised plans to regularize its financial
condition pursuant to PN4. In the same announcement, it was also
announced that an application for an extension of time pursuant
to Paragraph 5.1(c) of PN4 has been made to KLSE on 10 October
2001 as the deadline granted by KLSE to enable Tajo to make a
resubmission of its regularization plans to the relevant
authorities for approval was on 10 October 2001.
On 1st November 2001, Public Merchant Bank Berhad (PMBB), on
behalf of Tajo, announced that KLSE vide its letter dated 1
November 2001, has granted its approval for an extension of time
from 11 October 2001 to 28 February 2002 to enable Tajo to:
* Revise its regularization plan;
* Make a revised Requisite Announcement to KLSE; and
* Submit its revised plan to the regulatory authorities for
approval.
Further to the above, Tajo is also required to provide KLSE with
detailed progress reports on the development and/or latest
status of its regularization plan in accordance with this
schedule:
* 1st progress report by 15 November 2001;
* 2nd progress report by 15 December 2001;
* 3rd progress report by 15 January 2002; and
* 4th progress report by 15 February 2002.
On 15th November 2001, Public Merchant Bank Berhad, on behalf of
Tajo, submitted the 1st progress report on the developments and
latest status of Tajo's regularization plan to KLSE. On 14th
December 2001, the 2nd progress report was submitted to KLSE and
subsequently, the 3rd progress was submitted to KLSE on 14th
January 2002.
Announcements will be made in due course on the progress of
Tajo's regularization plan.
FINANCIAL AND LEGAL IMPLICATIONS IN RESPECT OF THE DEFAULT IN
PAYMENTS INCLUDING THE EXTENT OF THE LISTED ISSUER'S LIABILITY
IN RESPECT OF THE OBLIGATIONS INCURRED UNDER THE AGREEMENTS FOR
THE INDEBTEDNESS
The estimated total outstanding as at 31 December 2001, in
relation to the payments, which are in default and are the
subject matter of the restructuring scheme is RM175,338,327.
Since Tajo is either the principal borrower or the guarantor for
these loans, Tajo is liable for the full amount and any further
interest and financial cost levied there or until the settlement
of these debts.
IN THE EVENT THE DEFAULT IS IN RESPECT OF SECURED LOAN STOCKS OR
BONDS, THE LINES OF ACTION AVAILABLE TO THE GUARANTORS OR
SECURITY HOLDERS AGAINST THE LISTED ISSUER
Tajo's bonds were unsecured.
IN THE EVENT THE DEFAULT IS IN RESPECT OF PAYMENTS UNDER A
DEBENTURE, TO SPECIFY WHETHER THE DEFAULT WILL EMPOWER THE
DEBENTURE HOLDER TO APPOINT A RECEIVER OR RECEIVER AND MANAGER
As a debenture holder pursuant to the secured loans made by MAA
to Tajo, MAA is empowered to appoint a receiver or receiver and
manager.
WHETHER THE DEFAULT IN PAYMENT CONSTITUTES AN EVENT OF DEFAULT
UNDER A DIFFERENT AGREEMENT FOR INDEBTEDNESS (CROSS DEFAULT) AND
THE DETAILS THEREOF, WHERE APPLICABLE
The facilities listed above represent all the borrowings of the
Tajo Group, and as a result of the Proposed Scheme of
Arrangement "have not been serviced" (interest and principal)
since December 1998. As such they are all technically in
default.
The creditors have however refrained from serious legal action
other than those, which have been disclosed in our Annual Report
and Circulars as well as Announcements, since they have voted
unanimously in favor of the Proposed Scheme of Arrangement on 15
August 2000.
TECHNO ASIA: Organic-Vegetable Farming Unit Ceases Operations
-------------------------------------------------------------
Techno Asia Holdings Berhad (Special Administrators Appointed)
(TECASIA) announced that the operations of Ganda Green Sdn. Bhd.
(GGSB) is a wholly owned subsidiary of Ganda Plantations Sdn.
Bhd., a 79 percent owned subsidiary of TECASIA, have been ceased
from 31 January, 2002.
GGSB, formerly known as Intan Minyak (Oil Mill) Sdn. Bhd., was
principally involved in organic-vegetable farming on leased land
situated at Taman Mount Austin, Johor Bahru, Johor.
RATIONALE FOR CESSATION
GGSB embarked on the organic-vegetable farming project in
September 2000, with its first batch of field planting done in
January, 2001. The financial performance of the organic farm
fell below expected levels, mainly due to low market demand and
high operating costs, resulting in monthly losses.
At present, the financial position of GGSB is insolvent. The
cessation of the farm operation was affected to minimize further
losses and to preserve the assets for its creditors.
FINANCIAL EFFECTS OF THE CESSATION ON GGSB
The cessation of GGSB's operation involved the transfer of four
(4) workers to another subsidiary company within the TECASIA
Group and retrenchment of one (1) staff. The cost of
retrenchment is insignificant.
The Group is expected to reduce its losses by approximately
RM353,000 for the financial year ending 31 December, 2002 as a
result of the cessation of GGSB's operation.
The cessation of GGSB's operations has no material impact on the
net tangible assets and earning per share of the Group for the
financial year ending 31 December, 2002.
TECHNO ASIA: Kenyan Unit Faces Lawsuit From CTM
-----------------------------------------------
The Special Administrators of Techno Asia Holdings Berhad
announced that Continental Traders and Marketing (CTM) has filed
a claim against Westmont Power (Kenya) Limited (WPKL) for an
alleged sum of Kshs. 100,756,500 in the High Court of Nairobi,
Kenya.
The claim by CTM was heard before the High Court on 30 January,
2002 and WPKL was directed to file a defense against the claim
within the next fourteen (14) days. WPKL has appointed
solicitors to file the defense and the solicitors have advised
that WPKL has strong grounds to set aside the claim.
WPKL, a company incorporated in Kenya, is a subsidiary company
of Westmont Offshore Sdn. Bhd., which in turn is wholly owned by
the Company.
TIMBERMASTER INDUSTRIES: Financial Regularization Plan Underway
---------------------------------------------------------------
Timbermaster Industries Berhad (Special Administrators
Appointed) (TMIB or the Company) announced that the Company's
plan to regularize its financial condition is still in progress.
On 29 November 2001, TMIB had applied for a further extension of
time until 7 February 2002 to make the Requisite Announcement
(RA) in compliance with Practice Note No. 4/2001 of the Listing
Requirements of the KLSE, as the RA is dependent on TMIB's White
Knight fulfilling the conditions precedent set out in the
Memorandum of Understanding (MoU) dated 14 August 2001.
KLSE, by way of its letter dated 25 January 2002, granted the
Company a further extension of time until 7 February 2002 to
make the RA.
TIME DOTCOM: Unit Undergoes Capital Reduction
---------------------------------------------
TIME dotCom Berhad (TIME) informed that TT dotCom Sdn Bhd, a
wholly owned subsidiary of TIME, had on 29 January 2002 lodged a
copy of the sealed Order of Court for reduction of capital with
the Registrar of Companies (ROC).
Upon the issuance of the Certificate of the ROC on lodgment of
the sealed Order, the capital of TT dotCom Sdn Bhd will be
reduced from RM2,755.876 million divided into 2,755.876 million
ordinary shares of RM1.00 each to RM2,480.288 million divided
into 2,480.288 million ordinary shares of RM1.00 each as
confirmed by the Order.
The Capital Reduction Exercise of
* TT dotCom Sdn Bhd
* TIMECel Sdn Bhd (formerly known as TIME Wireless Sdn Bhd)
* TIME Reach Sdn Bhd
* TIMESat Sdn Bhd
is under the Composite Scheme of Arrangement pursuant to Section
176 of the Companies Act 1965.
UNIPHOENIX CORPORATION: FIC Grants Proposed Restructuring Plan
--------------------------------------------------------------
On behalf of the Board of Directors of Uniphoenix Corporation
Berhad (UCB or Company), Southern Investment Bank Berhad (SIBB),
in reference to the announcement made on 31 December 2001 in
relation to the submission of the Proposed Restructuring Scheme
for the approval of the relevant authorities, announced that the
Foreign Investment Committee (FIC) has, via its letter dated 22
January 2002 (received on 31 January 2002), approved the
Proposed Restructuring Scheme. The approval from the FIC is
subject to Hatia Sdn Bhd (Hatia), which is to assume the listing
status of UCB, increasing its Bumiputera equity to at least 30
percent upon the listing of Hatia.
SIBB also announced that Bank Negara Malaysia (BNM) has, via its
letter dated 26 January 2002 (received on 31 January 2002),
approved the issuance by Hatia of RM88,312 nominal value of
Irredeemable Convertible Unsecured Loan Stocks, 22,078 ordinary
shares of RM1.00 each and 4,415 warrants to non-resident
companies pursuant to the Proposed Restructuring Scheme. The
approval from BNM is subject to the Proposed Restructuring
Scheme being approved by the Securities Commission and other
relevant authorities.
=====================
P H I L I P P I N E S
=====================
NATIONAL POWER: Requires US$80.8M To Cover '02 Coal Costs
---------------------------------------------------------
National Power Corporation (Napocor) needs at least $80.8
million for coal needs in 2002, Business World reported on
Friday. The company needs to pay the amount for the contracted
volume of 3.3 million metric tons. The debt-ridden firm is in
need of US$1 billion to maintain its operational cost.
Napocor will source the money from its internal funds. The
contracted volume, however, is not enough as Napocor's power
plants have a combined coal supply requirement of 4.3 million
metric tons. Contracts for the remaining amount of coal supply
requirements would still be bid out in tranches in the middle of
the year.
Napocor awarded the contracts to 12 suppliers from China, and
Indonesia, among others, in a bidding that closed early January.
Under Napocor's energy conservation agreements with Independent
Power Producers (IPP), the state power firm is contractually
obliged to supply the fuel requirements of the IPPs. Napocor
procures the imported coal requirements of even the IPP-run
power plants.
DebtTraders reports that National Power Corporation's 9.750%
bond due in 2009 (NATPW6) trades between 91.733 and 93.636. For
real-time bond pricing, go to
http://www.debttraders.com/price.cfm?dt_sec_ticker=NATPW6
PHILIPPINE AIRLINES: Postpones IPO Plan, Expects FY Net Loss
------------------------------------------------------------
Philippine Airlines Inc has deferred its planned initial public
offering (IPO) because of expectations that the company will not
meet the three-year profitability requirement of the Philippine
Stock Exchange, Business World and AFX News reported on
Thursday, quoting the airline's President Avelino Zapanta.
He said that PAL posted a net profit in the last two years while
undergoing rehabilitation but expects a net loss for 2002 ending
March related to the slump in airline traffic. He emphasized
that PAL will likely be in the red in 2002. Zapanta said PAL has
cut down flights to certain destinations to lessen losses. The
airline has suspended all four daily flights on the Cebu-Osaka
route, and pulled out all Cebu-Hongkong flights.
TCR-AP reported earlier this month that PAL's losses were more
than three times what was expected at P684 million, due to the
September terrorist attacks in the United States.
DebtTraders reports that Philippine Airlines' 7.601% floating
rate note due in 2000 (PHAIR) trades between 3.000 and 6.000.
For real-time bond pricing, go to
http://www.debttraders.com/price.cfm?dt_sec_ticker=PHAIR
UNITRUST DEVELOPMENT: Yuseco Group Aspires To Bank Acquisition
--------------------------------------------------------------
The group of Francisco Yuseco Jr., the former Unitrust
president, plans to submit a rehabilitation program to Unitrust
Development Bank's receiver, the Philippine Deposit Insurance
Corp (PDIC), ABS CBN News reports. It is preparing to acquire
the bank with the backing of a foreign investor. The name of the
foreign investor was not disclosed in the report.
Yuseco stressed that they were given a 90-day period to do it,
but they will try to beat the deadline much earlier. He also
emphasized that if his group is allowed to acquire the bank,
they will be interested not only in a merger but also in a total
takeover by a responsible thrift bank.
Unitrust needs more than P200 million in new capital to reopen
as a thrift bank. PDIC President Norberto Nazareno said its
capital base was about P150 million when it shut down on January
4, way below the minimum required for a thrift bank operating in
Metro Manila. According to Nazareno three local thrift banks and
the two warring groups of bank shareholders, including Yuseco's
group, were interested in Unitrust, which has 13 branches,
including its head office in Makati City.
=================
S I N G A P O R E
=================
CAPITALAND LIMITED: Issues Unit's Property Valuations Notice
------------------------------------------------------------
CapitaLand Limited's subsidiary, The Ascott Group Limited
(Ascott), announced on January 31 the details of the recent
valuations of its properties as follows:
Date of Valuation : 31/12/2001
Name of Valuer : HVS International
Description of Property: The Ascott Mayfair, London
Valuation (state currency): o26,200,000/-
Date of Valuation : 31/10/2001
Name of Valuer : Jones Lang LaSalle
Description of Property: 6-8 Scotts Road, Scotts Shopping Centre
and The Ascott Singapore
Valuation (state currency): S$330,000,000/-
Date of Valuation : 31/10/2001
Name of Valuer : Jones Lang LaSalle
Description of Property: 15 Cairnhill Road, Cairnhill Place,
Singapore
Valuation (state currency): S$154,000,000/-
Date of Valuation : 10/12/2001
Name of Valuer : CB Richard Ellis (Pte) Ltd
Description of Property: 177 & 177B River Valley Road
Liang Court Shopping Centre and Somerset Liang Court
Executive Residences, Singapore
Valuation (state currency): S$287,500,000/-
Date of Valuation : 31/10/2001
Name of Valuer : DTZ Debenham Tie Leung Limited
Description of Property: Somerset Grand Shanghai, No. 8 Jinan
Road, Luwan District,
Shanghai, PRC
Valuation (state currency): US$100,000,000/-
Date of Valuation : 31/10/2001
Name of Valuer : DTZ Debenham Tie Leung Limited
Description of Property: Lot No. 9-2, Chengdu Road, Plot 24
Luwan District, Shanghai,
PRC
Valuation (state currency): US$35,300,000/-
Date of Valuation : 31/10/2001
Name of Valuer : DTZ Debenham Tie Leung Limited
Description of Property: Levels 2 to 35, West Tower, The Ascott
Pudong (formerly known as
Merry Garden), Lot D4-2, Lujiazui Financial and
Trade Zone, Pudong New Area, Shanghai, PRC
Valuation (state currency): US$32,500,000/-
The valuation reports for the above properties are available for
inspection at 8 Shenton Way, #13-01 Temasek Tower, Singapore
068811 during normal business hours up to April 30, 2002.
INNO-PACIFIC: SGX-ST Grants Securities Approval-in-Principle
------------------------------------------------------------
The Board of Directors of Inno-Pacific Holdings, in reference to
its January 21 announcement whereby the Company proposed capital
reduction exercise to reduce the par value of each ordinary
share in the capital of the Company from $0.20 to $0.01 and to
reduce the share premium account of the company from
$40,903,456.42 to $22,277,018.91 (the Proposed Capital
Reduction), announced that the Singapore Exchange Securities
Trading Limited (SGX-ST) has given its in-principle approval for
the listing and quotation of 312,600,769 ordinary shares of
$0.01 each upon the aforementioned capital reduction taking
effect.
This approval-in-principle is subject to:
(a) Compliance with the SGX-ST's listing requirements and
guidelines;
(b) Shareholders' approval of the Proposed Capital Reduction;
(c) Confirmation by the High Court of the Proposed Capital
Reduction; and
(d) Confirmation by the Company's auditors that the Company
has sufficient balance in its share premium account for the
Capital Reduction.
Please note that the SGX-ST's in-principle approval of the above
is not an indication of the merits of the Proposed Capital
Reduction.
A circular to shareholders setting out details of the proposed
capital reduction and the notice convening the extraordinary
general meeting will be dispatched to the shareholders in due
course.
KOH BROTHERS: Receives S$78.5M Public Sector Contracts
------------------------------------------------------
Koh Brothers Group Limited announced on January 31 that Koh
Brothers Building & Civil Engineering Contractor (Pte) Ltd
(KBCE), a wholly owned subsidiary of the Company, has awarded
two (2) public sector contracts worth S$78.5 million.
The first contract worth S$18 million was awarded last June by
PUB to carry out part of the construction works of the Jurong
Sewage Treatment Works Phase III Extension Project (Jurong STW).
KBCE was responsible for the construction of a single storey
influent lift station with four basement levels, three ancillary
buildings, inlet works as well as the laying of sewage and other
pipeworks for the Jurong STW project. Work on the project, which
started in July 2001. Completion is scheduled for 2004. The
Jurong STW is one of few sewage treatment works located around
the island, and is currently undergoing its third phase of
extension.
The second contract, a Design and Build project of a military
camp was awarded recently.
With the addition of the above two (2) new contracts, the Group
current order book stands at S$471 million.
PRESSCRETE HOLDINGS: No Material Change on Restructuring Status
---------------------------------------------------------------
Presscrete Holdings Ltd, further to the Masnet announcement No.
58 of January 2 2002, announced that negotiations to restructure
the Company's contingent liabilities under the Ceramic
Technologies Pte Ltd guarantees are still ongoing and there has
been no material change on the status of its negotiations with
its bankers, suppliers and customers.
SEMBCORP LOGISTICS: Establishes New Joint Venture in Japan
----------------------------------------------------------
SembCorp Logistics (SembLog) on Thursday has entered into a
shareholders agreement (Shareholders' Agreement) with Orix
Corporation (Orix) and World Logi Co Ltd (World Logi) to
establish a new joint venture (JV Company) in Japan, which will
be a joint stock company with an initial paid up capital of JPY
10 million (S$140,000). Simultaneously, seven other companies
will be formed, each with an initial share capital of JPY 10
million totalling JPY 70 million. In total, there will be eight
companies with total investment of JPY 80 million (S$ 1.1
million).
In each of the companies, SembLog will hold 25.5 percent stake,
while Orix and World Logi will hold 60 per cent and 14.5 per
cent respectively. With this initial structure, SembLog, Orix
and World Logi intend to acquire the logistics business of
Footwork Express Co., Ltd (Footwork), which is currently the
subject of corporate rehabilitation proceedings in the Japanese
courts, by entering into a business purchase agreement (Business
Purchase Agreement).
Prior to the completion of the Business Purchase Agreement, the
seven companies will be reorganized as wholly owned subsidiaries
of the JV Company (Subsidiaries) and the initial capital of the
JV Company will be increased to JPY 3.5 billion (S$49 million).
Accordingly, SembLog's share of the capital will be about JPY
892.5 million (S$12.5 million).
Upon the completion of the Business Purchase Agreement, SembLog
will purchase convertible bonds in the JV Company in the sum of
JPY 488 million (S$6.8 million) (this amount to be adjusted, if
necessary) such that SembLog's equity interest in the JV Company
on a post-conversion and fully diluted basis would be more than
one-third of the total equity.
SembLog's total investment would amount to about S$19.5 million.
Background on Footwork
Established since 1938, Footwork is a logistics company involved
in transportation and warehousing activities in Japan. It has a
nationwide distribution network covering major industrial areas,
including Tokyo, Osaka, Nagoya, Fukuoka and Hiroshima. These
five areas account for about three-quarters of Japan's Gross
National Product annually.
Rationale for the Proposed Joint Venture Company and Acquisition
of Assets and Businesses of Footwork Express
The formation of the JV Company and the acquisition of the
businesses and assets of Footwork Express would enable SembLog
to:
1 acquire in a speedy manner a nationwide supply chain network
in Japan. SembLog would gain immediate access to the Japanese
market and have some 10,000 customers added to its client base;
2 provide SembLog's existing customers with a network of supply
chain management services in Japan;
3 give Japanese companies access to SembLog's regional logistics
support in Asia Pacific as well as to the supply chain networks
in the US and Europe via its global partnership with Kuehne &
Nagel.
SembLog intends to fund the acquisition from both internal
resources and external borrowings.
Terms of the Business Purchase Agreement:
Pursuant to the Shareholders' Agreement, the JV Company has
entered Thursday into the Business Purchase Agreement and
submitted the same for approval by the relevant authorities.
Subject to the conditions precedents being met, completion of
the Business Purchase Agreement is expected to take place end
May 2002.
Financial Effects:
The above acquisition is not expected to immediately have any
material financial impact on the SembLog Group. It has no
material effect on SembLog's net tangible asset or its earnings
per share before extraordinary item or after extraordinary item.
Substantial Shareholders' and Directors' Interest
None of the substantial shareholders or directors of the company
has any interest, direct or indirect, in the proposed
acquisition.
Appointment of New Directors:
The JV Company will have a total of seven directors on the
board. SembLog will take two seats including the post of Deputy
Chairman (International). Orix will take three seats and World
Logi will take one seat. The three partners will collectively
appoint one more director to make up the board, who will be also
appointed as the chief executive officer of the JV Company.
Media Contact:
Ms Chow Hung Hoeng
Investor Relations
SembCorp Logistics
Tel: (65) 462 8408/3579 152
Fax: (65) 468 2797/3522 163
Email: chowhh@sembcorp.com.sg
Website: www.semblog.com
THAKRAL CORPORATION: Seeks Shareholders Scheme Approval
-------------------------------------------------------
Thakral Corporation Ltd announced on Thursday that it has on
January 24, 2002 applied to Singapore Exchange Securities
Limited (SGX) for approval of the following:
1. Shareholder's Circular in relation to an extraordinary
general meeting of the Company's shareholders to be held seeking
their approval of the Company's scheme of arrangement (the
Scheme) pursuant to Section 210 Companies Act; and
2. Application for additional listing of new shares to be issued
pursuant to the terms and conditions of the Scheme.
The Company is currently working with SGX to obtain in-principle
approval to the above applications.
===============
T H A I L A N D
===============
C. M. I. C. DEVELOPMENT: Files Business Reorganization Petition
---------------------------------------------------------------
Office space leasing agent, C. M. I. C. Development Company
Limited, (DEBTOR) filed its Petition for Business Reorganization
in the Central Bankruptcy Court:
Black Case Number 201/2544
Red Case Number 290/2544
Petitioner: C. M. I. C. DEVELOPMENT COMPANY LIMITED
Planner: C.M.I.C. DEVELOPMENT COMPANY LIMITED
Debts Owed to the Petitioning Creditor: Bt1,670,664,605
Date of Court Acceptance of the Petition: March 21, 2001
Date of Examining the Petition: April 18, 2001 at 9.00 AM
Court Order for Business Reorganization and Appointment of
Planner: April 23, 2001
Announcement of Court Order for Business Reorganization and
Appointment of the Planner in Matichon Public Company Limited
and Siam Rath Company Limited: April 30, 2001
Announcement of Court Order for Business Reorganization and
Appointment of the Planner in Government Gazette: May 31, 2001
Deadline for the Planner to submit the Reorganization Plan to
the Official Receiver: August 31, 2001
Planner postponed the date of submitting the reorganization plan
#1st to October 1, 2001
Planner postponed the date of submitting the reorganization plan
#2nd to November 1, 2001
Appointment date for the Meeting of Creditors to consider the
Reorganization Plan: December 4, 2001 at 9.30 am. Convention
Room 1104, 11th Floor, Bangkok Insurance Building, South Sathorn
Road
Appointment date for the Meeting of Creditors to consider the
plan had been postponed to December 27, 2001 at 9.30 am.
Convention Room 1104, 11th Floor, Bangkok Insurance Building,
South Sathorn Road
The Meeting of Creditors had a resolution accepting the
Reorganization Plan
Contact: Mrs. Bang-Orn Tel, 6792525 ext 112
THAI FARMERS: Proposes Non-Payment of Dividend
----------------------------------------------
The Board of Directors of Thai Farmers Bank Public Company
Limited No. 1/2545, on 31 January 2002, has considered the
financial statements for the year ending 31 December 2001
and resolves not to pay dividends for the operation result
during a one-year accounting period ending 31 December 2001.
This is in accordance with Article 32 of the Bank's Articles of
Association, which prohibits any dividend payment in case the
Company still has retained loss.
This shall be proposed to the General Meeting of Shareholders
for consideration and acknowledgment of non-payment of dividend
for the operation result during a one-year accounting period
ending 31 December 2001.
The Bank's Board of Directors' Meeting scheduled to be held on
27 February 2002 will determine the date of the General Meeting
of Shareholders, the meeting's agendas and the Meeting of
Shareholders, and will further inform the resolutions on these
matters.
THE COGENERATION: TRIS Follows Ratings After Tractebel Strategy
---------------------------------------------------------------
Thai Rating and Information Services (TRIS) said that it was
following closely the announcement from Tractebel Asia
Co., Ltd. about investment plans and group restructuring to
gauge the impact on the ratings it has assigned to The
Cogeneration PLC (COCO), which is held almost 100 percent by
Tractebel Asia. TRIS will consider management policy of setting
up COCO as a holding company or as a subsidiary of a holding
company.
TRIS said that the direction and strategy with its electricity
business in Thailand Tractebel Asia takes would have an impact
on COCO's credit rating. The final restructuring plan for
companies within the Tractebel Group, which includes COCO, is
expected within the next few months. TRIS emphasized that it
would conduct an extensive review of the benefits and risks
COCO would derive from Tractebel Asia's restructuring and the
impact of these on COCO's credit profiles. TRIS said it could
issue a rating update once it receives further details of the
plans. COCO is the biggest Small Power Producer (SPP) in
Thailand, according to TRIS. The company produces electricity,
steam and treated water using cogeneration technology to supply
large scale industries in Map Ta Phut Industrial Estate and to
sell electricity to the Electricity Generating Authority of
Thailand (EGAT) under the SPP scheme.
Currently, COCO's company and issue ratings (COCO#1: Bt2,200
million senior debentures due 2005) are "BBB+", TRIS said.
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
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contained herein is obtained from sources believed to be
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*** End of Transmission ***