/raid1/www/Hosts/bankrupt/TCRAP

/raid1/www/Hosts/bankrupt/TCRAP_Public/020219.mbx T R O U B L E D C O M P A N Y R E P O R T E R A S I A P A C I F I C Tuesday, February 19, 2002, Vol. 5, No. 35 Headlines A U S T R A L I A GAMES 'R' US: AGM to be Held on March 14 HIH INSURANXCE: Issues Commission Hearing Schedule IOCOM LIMITED: Prospectus Not Viable IOCOM LIMITED: Requests Trading Halt JOYCE CORPORATION: Posts Half-Yearly Report Replacement Letter TENNYSON NETWORKS: Director Woss Changes Interest TRITON CORPORATION: Changes Name, Registered Office Address C H I N A & H O N G K O N G CIL HOLDINGS: Ke to Become Major Shareholder After Restructuring EVERBRIGHT PROPERTY: Winding Up Petition Set For Hearing GOLD LOT: Hearing of Winding Up Petition Set HINTIN INTERNATIONAL: Faces Winding Up Petition KAWABE (H.K.): Winding Up Petition Hearing Set SHIRRING DEVELOPMENT: Winding Up Petition To Be Heard UNIFAST INTERNATIONAL: Winding Up Petition Slated For Hearing I N D O N E S I A MANULIFE INDONESIA: Court Drops Dharmala's Bankruptcy Lawsuit TIMAH TBK: Rescue Program Completion Delayed J A P A N ASAHI MUTUAL: Cutting Y400B Losses by End of March DAIEI INC: Aims 3.5% Sales Increase Next Year FUJITA CORP: Seeking Merger With Mitsui-Sumitomo HIKARI TSUSHIN: Sees Y16.5B Net Loss HOKKAIDO INTERNATIONAL: Seeks Alliance With Other Airlines MARCHE: Files For Bankruptcy Protection MARUDAI FOOD: Moodys' Downgrade Rating To Ba1; Outlook Negative NEC CORPORATION: Affiliate Companies To Merge RENOWN INC: Sees Y9.3B Group Net Loss SEIBU DEPARTMENT: Closing Utsunomiya, Kochi Stores K O R E A DAEWOO SHIPBUILDING: Bangladesh Rejects US$100M Vessel HYNIX SEMICONDUCTOR: Micron Demands US$1.5B Fresh Funds HYNIX SEMICONDUCTOR: Micron Calls for 7-Year Tax Break HYUNDAI MOTOR: Japan Automotive Sales Declines M A L A Y S I A ABRAR CORPORATION: No Real Change in Jan 2002 Defaulted Payment CHASE PERDANA: Finalizes New Debt Scheme Agreeable to Creditors GADEK CAPITAL: Eastern Pacific Subscribes Shares KURNIA SETIA: Seeks SC's Proposals Approval MALAYSIAN RESOURCES: Enters SPA Upon Proposed Disposal Approval MALAYSIAN RESOURCES: TNB Acquires 20% FNSB's Equity Interest PAN MALAYSIA: Issues Unit's OD Facility Corporate Guarantee TONGKAH HOLDINGS: March 20 Sixtieth AGM Scheduled P H I L I P P I N E S BAYAN TEL: Implements Debt Restructuring Plan With Creditors ENRON POWER: PSALM Expects Assets Buyout Completion PHILIPPINE AIRLINES: ALPAP Asks SC to Review Decision S I N G A P O R E TONG MENG: SGX-ST Approves Voluntary Delisting T H A I L A N D COUNTRY (THAILAND): Files Business Reorganization Petition PROPERTY PERFECT: Clarifies 2001 Operations Result SIAM STEEL: Explains 20% Performance Change SIAM SYNTECH: Ups Registered Paid-up Capital SINO-THAI: Signs Contract With Bangkok Metropolitan - - - - - - - - ================= A U S T R A L I A ================= GAMES 'R' US: AGM to be Held on March 14 ---------------------------------------- Games 'R' Us Australia Limited ACN 061 655 463 (Company) advised That an Annual General Meeting of shareholders of the Company will be held at Deloitte Touche Tohmatsu, Level 16 Central Park, 152 - 158 St Georges Terrace, Perth on Thursday, 14 March 2002 at 10am. AGENDA ORDINARY BUSINESS FINANCIAL REPORTS To receive the financial statements, directors' report and auditor's report for the Company and its controlled entities for the financial year ended 30 June 2001. NO RESOLUTIONS WILL BE CONSIDERED AT THE MEETING HIH INSURANXCE: Issues Commission Hearing Schedule -------------------------------------------------- The HIH Royal Commission will sit from Monday to Friday, for the week beginning 18 February 2002. Next week, the Commission proposes to sit from Monday 25 February to Wednesday 27 February, 2002. In March, the Commission proposes to sit from Monday to Friday in the weeks beginning 4, 11 and 18 March. It may also sit in the week beginning March 25. Sitting dates for the period after the Easter break will be advised as soon as possible. Hours of Sitting The sitting times will be 9:30AM to 11AM, 11:15AM to 12:45PM and 2:15PM to 4:30PM Commission Location Level 8, 'The Landmark' 345 George Street, Sydney IOCOM LIMITED: Prospectus Not Viable ------------------------------------ The Australian Securities and Investments Commission (ASIC) has placed an interim stop order on a prospectus lodged by Iocom Limited (Iocom), over concerns that it does not include information required under the Corporations Act. Iocom is an information technology company listed on the Australian Stock Exchange. The offer of shares through a prospectus was primarily made to enable Iocom to meet the ASX Listing Rules requirement that says a listed company must have a minimum number of shareholders who have parcels of shares greater than $2,000 in value. ASIC placed an interim stop order on the prospectus over concerns that it did not contain relevant financial information about Iocom, that it failed to address the prospects of Iocom and omitted details of the rights and liabilities of the Iocom shares being offered. "Companies seeking to raise funds through a prospectus must ensure that the document gives investors all the information they need to make an informed decision about whether to invest or not," ASIC Director of Corporate Finance, Richard Cockburn said. IOCOM LIMITED: Requests Trading Halt ------------------------------------ The securities of Iocom Limited (the Company) will be placed in pre-open at the request of the Company, pending the release of an announcement by the Company. Unless ASX decides otherwise, the securities will be suspended at the commencement of trading on Tuesday, 19 February 2002 in accordance with the timetable with respect to the proposed acquisition of Optima Computer Technology Pty Limited. JOYCE CORPORATION: Posts Half Yearly Report Replacement Letter ------------------------------------------------------------- Joyce Corporation Limited informed that during the six months ended 31 December 2001 the Company was able to arrange replacement finance, retire the Receivers & Managers and the Administrators, and on Group sales of $38.7 million, achieve an operating profit after tax of $393,000. The profit was ahead of plan and 47% above that recorded last year. As the Company was operating under Receivership from the commencement of the financial year until 7 December 2001, in the opinion of Directors the result was a meritorious outcome reflecting the strong contribution of Joyce Foam Products over the period. The retirement of the Receivers and Managers followed the payment of nearly $42 million to the Company's previous bankers, which was achieved, from the previously reported rationalization of Group operations. The Administrators retired following the meeting of the Company's obligations under a Deed of Company Arrangement with its unsecured creditors. The Company enters the second half of the year in a sound financial state and with its core Joyce Foam Products activities foreshadowing a second half result that will further support a sustained return to profitability and restoration of shareholder value. No interim dividend is declared for this half year, however the now unfranked 2c interim dividend that was declared last year, which was deferred as a result of the appointment of Receivers & Managers, is now expected to be paid before June 2002. TENNYSON NETWORKS: Director Woss Changes Interest ------------------------------------------------- Tennyson Networks Limited posted this notice: CHANGE OF DIRECTOR'S INTEREST NOTICE Name of Company Tennyson Networks Limited ABN 98 009 805 298 We (the entity) give the ASX the following information under listing rule 3.19A.2 and as agent for the director for the purposes of section 205G of the Corporations Act. Name of Director Ronald Warren Woss Date of last notice 03/01/2002 Part 1 - Change of director's relevant interests in securities Direct or indirect interest - Nature of indirect interest (including registered holder) - Date of change - No. of securities held prior to change - Class - Number Acquired - Number disposed - Value/consideration - No. of securities held after change - Nature of change - Part 2 - Change of director's relevant interests in contracts Detail of contract Loan Facility Arrangement and Secured Convertible Note Deed Nature of direct interest 27 convertible notes with a face value of $10,000 each. The notes can be converted into ordinary shares in the company at 85% of the average of the last sale price of the company's shares on the ASX calculated over the previous 20 trading days, up until 25 June 2002. Name of registered holder (if issued securities) Nelson J Woss Date of change 14/02/2002 No. and class of securities to which interest related prior to change 47 Secured Convertible Notes with a face value of $10,000 each. Interest Acquired - Interest disposed 20 Secured Convertible Notes with a face value of $10,000 each. Value/consideration $200,000 Interest after change 27 convertible notes with a face value of $10,000 each. TCR-AP reported September last year that the Company closed its Perth office, consolidating all head office functions in Melbourne Commensurate with the move, as another major milestone in its cost reduction program. TRITON CORPORATION: Changes Name, Registered Office Address ----------------------------------------------------------- Triton Corporation Limited has changed its name to Avon Resources Ltd. Please also be advised that the registered office and place of business of Avon Resources Ltd has changed to: Avon Resources Ltd Level 1 33 Ord Street West Perth WA 6005 ================================ C H I N A & H O N G K O N G ================================ CIL HOLDINGS: Ke to Become Major Shareholder After Restructuring ---------------------------------------------------------------- The Directors announced that on 30th January 2002, the Company, the Subscriber and Mr. Ke had entered into the Subscription Agreement with the Subscriber pursuant to which the Subscriber conditionally agreed to subscribe for 3,500,000,000 Recapitalization Shares, at a subscription price of HK$0.01 per Recapitalization Share for an aggregate amount of HK$35,000,000 and the obligations under the Subscription Agreement of the Subscriber are guaranteed by Mr. Ke. The Subscription Agreement is conditional upon, inter alia, the Adjustment Proposal and the Scheme becoming effective. Upon completion of the Subscription Agreement, an obligation will arise for the Subscriber and parties acting in concert with it (if any) under Rule 26 of the Code to make a general offer for all the Shares other than those already held by the Subscriber together with parties acting in concert with it. In this connection, the Subscriber will submit an application to the Executive for a Whitewash Waiver. Mr. Ke is a Director of the Company and the Subscriber is wholly and beneficially owned by Mr. Ke and is an associate (as defined in the Listing Rules) of Mr. Ke. Therefore, the entering into the Subscription Agreement constitutes a connected transaction for the Company under Chapter 14 of the Listing Rules. With reference to the circular of the Company dated 29th September 2001, the Directors intend to propose the Adjustment Proposal to the Shareholders to approve the adjustment of the nominal value of all the Shares by reducing the nominal value of all the issued Shares from HK$0.01 each to HK$0.0002 each by (a) cancelling HK$0.0098 paid up on each issued Share by way of the Capital Reduction and (b) consolidation of every 50 issued Adjusted Shares of HK$0.0002 each of the Company into 1 Consolidated Share. In the announcement of the Company dated 24th October 2001, the Directors announced that the Shareholders have approved an adjournment of the special general meeting to consider the Adjustment Proposal to such a date as may be resolved by the Directors. The Directors intend to propose the Adjustment Proposal once again to the Shareholders in relation to the Restructuring Proposal. In respect of the Scheme, if successfully implemented, it will have the following principal effects: (a) The Secured Indebtedness as at the Record Date will be written down to an amount to be agreed between the Company and the Secured Creditor and the Company will transfer the Mortgaged Property to the Secured Creditor in return. The unsettled amount of the Secured Indebtedness as at the Record Date will be reclassified into the Total Unsecured Indebtedness; (b) The Total Unsecured Indebtedness as at the Record Date will be discharged in full and final settlement pursuant to the Scheme by way of the issuance of Consolidated Shares credited as fully paid at par unless a valid election is made by the Scheme Creditors for cash payment. Pursuant to the Scheme, one Consolidated Share will be issued for the discharge of every HK$0.05 of the valid claims of the Scheme Creditors. The Scheme Creditors may also elect to receive cash payment on a pro-rata basis based on the ratio of HK$35 million available from the subscription of the Recapitalization Shares pursuant to the Subscription Agreement, less any costs and expenses incidental to the implementation of the Scheme up to a maximum of HK$5 million, divided by the Total Unsecured Indebtedness as at the Record Date; and (c) the total indebtedness of the Company will be reduced accordingly. The release of this announcement does not necessarily indicate that the Restructuring Proposal will be successfully implemented and completed as the conditions precedent to the Restructuring Proposal may or may not be fulfilled or otherwise waived. Investors should exercise caution when dealing in the Shares. The Restructuring Proposals involves, inter alia: 1) the adjustment of nominal value of Shares by way of a reduction of the issued share capital and consolidation of Shares; 2) creditors' scheme of arrangement (under Section 99 of the Companies Act 1981 of Bermuda and under Section 166 of the Companies Ordinance (Chapter 32 of the Laws of Hong Kong)); 3) subscription of the Recapitalization Shares; 4) application for Whitewash Waiver, 5) Connected Transaction; and 6) renewal of general mandates to issue and repurchase Shares EVERBRIGHT PROPERTY: Winding Up Petition Set For Hearing -------------------------------------------------------- The petition to wind up Everbright Property Consultants Limited will be heard before the High Court of Hong Kong on February 27, 2002 at 9:30 am. The petition was filed with the court on November 20, 2001 by the Commissioner of Inland Revenue of Hong Kong of Revenue Tower, 5 Gloucester Road, Wanchai, Hong Kong. GOLD LOT: Hearing of Winding Up Petition Set -------------------------------------------- The petition to wind up Gold Lot Company Limited is set for hearing before the High Court of Hong Kong on February 27, 2002 at 9:30 am. The petition was filed with the court on November 20, 2001 by the Commissioner of Inland Revenue of Hong Kong of Revenue Tower, 5 Gloucester Road, Wanchai, Hong Kong. HINTIN INTERNATIONAL: Faces Winding Up Petition ----------------------------------------------- The petition to wind up Hintin International Limited is set for hearing before the High Court of Hong Kong on February 27, 2002 at 9:30 am. The petition was filed with the court on November 20, 2001 by the Commissioner of Inland Revenue of Hong Kong of Revenue Tower, 5 Gloucester Road, Wanchai, Hong Kong. KAWABE (H.K.): Winding Up Petition Hearing Set ---------------------------------------------- The petition to wind up Kawabe (H.K.) Co. Limited is scheduled for hearing before the High Court of Hong Kong on February 27, 2002 at 9:30 am. The petition was filed with the court on November 20, 2001 by the Commissioner of Inland Revenue of Hong Kong of Revenue Tower, 5 Gloucester Road, Wanchai, Hong Kong. SHIRRING DEVELOPMENT: Winding Up Petition To Be Heard ----------------------------------------------------- The petition to wind up Shirring Development Limited is scheduled for hearing before the High Court of Hong Kong on February 27, 2002 at 9:30 am. The petition was filed with the court on November 20, 2001 by the Commissioner of Inland Revenue of Hong Kong of Revenue Tower, 5 Gloucester Road, Wanchai, Hong Kong. UNIFAST INTERNATIONAL: Winding Up Petition Slated For Hearing ------------------------------------------------------------- The petition to wind up Unifast International Limited is scheduled to be heard before the High Court of Hong Kong on February 27, 2002 at 9:30 am. The petition was filed with the court on November 20, 2001 by the Commissioner of Inland Revenue of Hong Kong of Revenue Tower, 5 Gloucester Road, Wanchai, Hong Kong. ================= I N D O N E S I A ================= MANULIFE INDONESIA: Court Drops Dharmala's Bankruptcy Lawsuit ------------------------------------------------------------ According to an AFX Asia report, The Jakarta Commercial Court has dropped the bankruptcy petition against PT Manulife Indonesia filed by PT Dharmala Sakti Sejahtera's receiver Paul Sukran. Manulife stated it owed Rp3.6 billion in unpaid dividends to Dharmala, one of Manulife's major shareholders. However, it came up with the payment amount before Friday's court hearing. "Given that the debt had been paid, the lawsuit must (now) be rejected," said Judge Christi Purnamiwulan. Sukran alleges Manulife still owes Dharmala 40 percent of its 2000 net profit worth Rp204 billion. "We are still negotiating with Manulife to seek payment of the retained profit. If the negotiation fails, we will file another bankruptcy petition," Sukran said. TIMAH TBK: Rescue Program Completion Delayed -------------------------------------------- PT Timah Tbk is late completing its rescue program as it struggles to resolve a number of issues, AFXC reports, citing Corporate Secretary Prasetya Budi Saksono. "We expected it would be finalized by the end of this week but it seems there are a lot of things coming out that have to be tackled," Saksono said, adding that there are a lot of things to consider that is why the Company is late. Timah must complete the rescue program proposals before a shareholders' meeting planned for March 14. The Company is reviewing its operations in an attempt to avoid bankruptcy after recording a 92 percent drop in earnings for the nine months to Sept 2001 amid a sharp rise in production costs and fall in tin prices to 30-year lows as illegal mining is rampant. ========= J A P A N ========= ASAHI MUTUAL: Cutting Y400B Losses by End of March -------------------------------------------------- Asahi Mutual Life Insurance Co. will raise Y150 billion and cut its shareholding losses by Y400 billion by the end of March in a bid to regain customer trust and stop policy cancellations, Japan Times reported Saturday. The Company will use Y100 billion of subordinated loans from Dai-Ichi Kangyo Bank, Y25 billion from Asahi Bank and Y25 billion from Daiwa Bank, to raise its capital base from Y100 billion to Y250 billion. The life insurer will also slash its employees by a third by April in 2003, cutting 2,255 jobs and reducing its payroll by 15 percent to 20 percent. The downsizing is expected to save the company Y40 billion in operating costs by March 31, 2003. DAIEI INC: Aims 3.5% Sales Increase Next Year --------------------------------------------- Daiei Inc. is shooting for a 3.5 percent on-year increase in sales on a same store basis for the upcoming fiscal year starting next month, Namnews reported Friday citing Daiei Vice President Takashi Hirayama. The Company goal marks a dramatic gain when compared with the poor of the current fiscal year. Daiei store sales decreased 8 percent for the half ended August 2001. Daiei President Takashi Hirayama said that in order to attract new customers the firm would remodel 40 stores for the next two months among some 320 stores nationwide. FUJITA CORP: Seeking Merger With Mitsui-Sumitomo ------------------------------------------------ Financially troubled contractor Fujita Corp plans to merge its key construction division with Mitsui Construction Co. and Sumitomo Construction Co, according to Japan Times on Saturday. The two construction firms already agreed in January to merge their operations. Fujita will split into two units, one specializing in the main construction business and the other one that will succeed the company's troubled real asset business. The split will improve its financial standing by detaching the real estate division, which has been saddled with interest-bearing debts, from the main business. The company, which invested in the real estate business in the late '80s suffered from debts totaling Y879.2 billion on a consolidated basis. The construction unit would then be integrated with the two firms if talks go well according to Fujita President Hiroaki Tamura. The two firms answered that they will consider the request in a positive light, he said. HIKARI TSUSHIN: Sees Y16.5B Net Loss ------------------------------------ Leading mobile phone subscription agent, Hikari Tsushin Inc, sees a consolidated net loss of Y16.5 billion in the seven-month period ending in March, Japan Times reported on Friday. The forecast was attributed to an extraordinary loss of Y6 billion from the liquidation of its Hong Kong unit in December and an anticipated extraordinary loss of Y8 billion from re- evaluation of invested shareholdings. The firm anticipates a consolidated pretax loss of Y500 million on group sales of Y65 billion. HOKKAIDO INTERNATIONAL: Seeks Alliance With Other Airlines ---------------------------------------------------------- Sapporo-based Hokkaido International Airlines hopes for an alliance with other major airlines as it finds rehabilitating alone difficult, Kyodo News reported Friday, citing President Michimasu Ishiko. The company's decaying financial conditions may cause an uphill battle in negotiating a successful alliance deal. MARCHE: Files For Bankruptcy Protection --------------------------------------- Japanese supermarket chain Marche has filed for court protection from creditors with estimated debts of Y3 billion, Namnews reported on Friday. All Marche outlets were closed last week and employees dismissed. According to Wrights Investors' Service, at the end of 2001, Marche had negative working capital, as current liabilities were Y$.23 billion while total current assets were only Y2.62 billion. MARUDAI FOOD: Moodys' Downgrade Rating To Ba1; Outlook Negative --------------------------------------------------------------- Moody's Investors Service has downgraded on Friday the issuer rating of Marudai Food Co., Ltd. (Marudai) to Ba1 from Baa3. The outlook is negative. This rating action reflects Moody's concern that the prolonged stressful market environment will limit the company's ability to improve its weak profitability and efficiency, despite its restructuring efforts. The rating also incorporates Moody's view that Marudai will keep its relatively sound capital structure over the medium term. The rating action completes a review initiated on December 3, 2001. The discovery of Bovine Spongeform Encephalopathy (BSE) among Japanese cattle in the autumn of 2001 further increased the downward pressure on demand and prices in Japan for meat and processed meat products under a deflationary economy. Beef consumption during the 4th Quarter is reported to have decreased by about 50 percent (on a year-on-year basis), with increases in pork and chicken consumption covering most of the decline. The sales of other meat processed foods, including ham and sausage, was also adversely affected to some extent during the year-end peak season. The rating agency is concerned that in the future BSE may have a prolonged effect on the consumption pattern of meat and, consequently, the profitability of the meat packing and processing companies in Japan. Last year, Marudai announced its three-year restructuring plan, which included measures to improve product development ability and efficiency in production and distribution, as well as cutting other operating costs. However, the current market environment will constrain the company's ability to effectively implement restructuring measures. In addition, the rating agency believes that a substantial part of improvement in profitability will have to come from product development, which may take some time to realize. As a result, Marudai may not be able to stabilize its profitability in the intermediate term. Nonetheless, Moody's expects Marudai to maintain a sound capital structure under its conservative balance sheet management policy. Marudai, located in Osaka, is one of Japan's leading meatpacking and processing companies. NEC CORPORATION: Affiliate Companies To Merge --------------------------------------------- Unified Company, NEC Technologies, Inc. and NEC Systems, Inc. announced on Thursday plans to merge both companies into a new corporate entity over the next few months. Beginning April 1, 2002, the newly formed company will be named NEC Solutions America, Inc. with headquarters in Sacramento, California. "NEC is focused on enhancing its solutions business in North America," said Norio Tanoue, president and CEO of NEC Technologies, Inc. "NEC Technologies has a strong expertise in the hardware platform business, while NEC Systems has experience with software development and ERP system installations. Combining these two knowledge bases offers a complement of skill sets and will provide a solid foundation for the new company. With our range of innovative products, including hardware platforms, software and service resources, the new company can tap into the marketing expertise of its affiliates to develop valuable solutions for the commercial market." "Both companies can blend their expertise to explore potential new product and service offerings," commented Kozo Kuriyama, president and CEO of NEC Systems, Inc. "Sharing marketing strengths to satisfy customer needs will ultimately improve customer satisfaction and pave a path for a successful future." The new Company intends to invest additional financing for market development funds, assist with establishing alliances with partners, as well as fund the internal empowerment for the IT infrastructure. Details of the business plan and marketing strategy for NEC Solutions America is currently under development. As a member of NEC Solutions, one of three in-house companies of NEC Corporation, NEC Technologies and NEC Systems have access to the breadth of NEC technological resources to deliver total business solutions. The strategic realignment of NEC Technologies with NEC Systems adheres to the overlying principle of NEC Solutions. Now both companies are able to leverage resources and quickly deliver total solutions to the market. About NEC Systems, Inc. NEC Systems, Inc. (www.necsystems.com) is an affiliate of NEC Corporation. Established in 1972, NEC Systems provides I/T consulting, advanced software technology development and information technology marketing services to support computer and systems integration business in North America. About NEC Technologies, Inc. NEC Technologies (www.nectech.com) is an affiliate of NEC Corporation. Established in 1977, NEC Technologies is a leading supplier of presentation systems, computing and other empowering technologies for the North American market. 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 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 net sales of 5,409 billion Yen (approx. US $43 billion) in fiscal year 2000-2001. For further information, please visit the NEC home page at: www.nec.com. CONTACT: NEC Technologies, Inc. Beth Makosey, 408/844-1128 beth.makosey@nec-computers.com Weeks ago, TCR-AP reported that NEC incurred a Y300B loss in the full year ending in March. The firm said it would lose Y57 billion during the period, reversing its previous forecast for a profit of Y30 billion. RENOWN INC: Sees Y9.3B Group Net Loss ------------------------------------- Apparel maker Renown Inc expects to post a group net loss of Y9.3 billion and pretax losses of Y5 billion on sales of Y116.9 billion, as its domestic sales have further deteriorated, Kyodo News said Friday. The figures compares with group net losses of Y8 billion and pretax losses of Y3.8 billion on sales of Y123 billion that were projected November 9. SEIBU DEPARTMENT: Closing Utsunomiya, Kochi Stores -------------------------------------------------- Seibu Department Stores Ltd aims to close its stores in Utsunomiya and Kochi by the end of 2002, Kyodo News reported Saturday, citing unnamed company officials. Both of the stores are running in the red, and the Company will start closing them from around October when the contracts on the lease for the buildings expire. TCR-AP reported last month that Seibu would close down loss- making stores in rural areas over the next three years. It did not reveal which stores it will close but will review all 25 of its nationwide outlets. The move is part of preparations to merge its business with the Sogo department store group, which collapsed in July 2000 and is restructuring under the guidance of Seibu. ========= K O R E A ========= DAEWOO SHIPBUILDING: Bangladesh Rejects US$100M Vessel ------------------------------------------------------ Bangladesh will return a US$100 million frigate known as BNS Bangabandu that was built by Daewoo Shipbuilding and Marine Engineering Co. to shipbuilders in South Korea, after declaring the vessel unfit for operations, AFX News said Sunday, citing the Defense Ministry. The report said that the 2,300-ton ship had many faults in the machinery and equipment systems and problems were discovered in the combat systems. Due to these reasons decommissioning became a must as it had become unfit for operational activities. TCR-AP reported last week that the Korea Asset Management Corp. (KAMCO), aims to dispose of W4.7 trillion of the total W26.8 trillion in Daewoo Group's bad loans by selling it to corporate restructuring vehicles in 2002. HYNIX SEMICONDUCTOR: Micron Demands US$1.5B Fresh Funds ------------------------------------------------------- US firm Micron Technology is asking the creditors of Hynix Semiconductor to infuse US$1.5 billion in new funds into the Korean chipmaker before concluding the deal, Digital Chosun reported on Friday. Micron requested that the Hynix creditor group inject a new loan of US$1.1 billion into the proposed joint venture to be set up to absorb the remaining assets of Hynix. Micron has also demanded that Korean creditors purchase Micron- issued subordinated bonds (with 30-year maturity and per annum interest rate of two percent) worth US$400 million in total, that the lock-up clause be applicable to Micron shares, that half of its paid shares be stored in an escrow account, and if the firm comes across additional losses in Hynix, it can take back the shares. Hynix and Micron have been refining their positions on a deal, which include Micron's acquisition of seven memory chip fabs from Hynix and the two chipmakers' joint investment into Hynix, sans the memory chip operation. HYNIX SEMICONDUCTOR: Micron Calls for 7-Year Tax Break ------------------------------------------------------ Micron Technology has requested a tax holiday for seven years after its proposed acquisition of memory chip fabs from Hynix Semiconductor, as an incentive for its investment in the Korean firm. Digital Chosun said Monday, citing an unnamed high-ranking creditor group official. Micron withdrew its earlier bid to make an investment of about US$200 million in Hynix once it sold off the memory chip assets to the US chipmaker. Sources commented that Micron has changed its mind not to make any investment into Hynix' non-memory sector. Korean creditors plan to meet on February 18 or 19 to discuss ways to address issues raised in Micron's revised agreement. HYUNDAI MOTOR: Japan Automotive Sales Declines ---------------------------------------------- Hyundai Motor's automotive sales in Japan declined from 282 units in December to 61 units in January, pushing company management onto an emergency footing, Korea Herald reported Saturday. Hyundai Motor Chairman Chung Mong-koo quickly flew to Japan on February 15 for a three-day visit, during which he presided over a strategy meeting, encouraged local staff and dealers and met with potential buyers. Chung emphasized that success in Japan is indispensable to Hyundai's global top-five vision, urging company executives to set the Japanese market as one of the automaker's top priorities in 2002. An unnamed Hyundai spokesman said that Hyundai suffered setbacks as Japan's overall imported-car market shrank by 4.5 percent to 15,000 units in January. =============== M A L A Y S I A =============== ABRAR CORPORATION: No Real Change in Jan 2002 Defaulted Payment --------------------------------------------------------------- Abrar Corporation Berhad (Special Administrators Appointed) (the Company) announced that there has been no change to the status in payment since the Company's previous announcement made on 22 January 2002. The Company has been placed under the administration of Special Administrators since 27 May 2000 by Pengurusan Danaharta Nasional Berhad (Danaharta) pursuant to Section 24 of the Pengurusan Danaharta Nasional Berhad Act, 1998 (the Danaharta Act). With the appointment of the Special Administrators, there is a moratorium on the Company and no creditors may take action against the Company except in accordance with Section 41 of the Danaharta Act. The moratorium expires on 26 May 2002. The Special Administrators of the Company are currently reviewing the offers/ proposals submitted to them by the interested parties in respect of the Company's debt restructuring exercise (the Workout Proposal). Thereafter, the Special Administrators will formulate a Workout Proposal for the Company pursuant to Section 44 of the Danaharta Act. The Workout Proposal will address the Company's default in payments. CHASE PERDANA: Finalizes New Debt Scheme Agreeable to Creditors --------------------------------------------------------------- Chase Perdana Bhd expects its new debt plan, which is being finalized, will be acceptable to its creditors, The Edge reports. The new debt plan involves a "lower haircut" for which it hopes to get the creditors' agreement before the end of February. Sources say formulating a new plan under mounting pressure from the creditors was not easy for Chase Perdana. They add that, at one stage, the Company even considered the option of going under Section 176 of the Companies Act to fight off pressure from the creditors while it formulated a new debt plan. However, the Corporate Debt Restructuring Committee is believed to have opposed the idea for the time being. Chase Perdana owed 29 major creditors about RM426 million as at Nov 30, 2001. For the nine months to Sept 30, 2001, the group posted net losses of RM32.39 million on the back of RM117.33 million turnover. GADEK CAPITAL: Eastern Pacific Subscribes Shares ------------------------------------------------ The Board of Directors of Eastern Pacific Industrial Corporation Berhad (EPIC or the Company) announced that the Company, on February 14, 2002, confirmed its conditional participation in Gadek Capital Berhad (Gadek Capital) shares placement exercise in relation to Gadek Capital's relisting on the Main Board of Kuala Lumpur Stock Exchange (KLSE). The participation is conditional upon the representations, warranties and information provided by Gadek Capital to EPIC not differing in any material respect from the representations, warranties and information made or given in the Prospectus to be issued by Gadek Capital in relation to the relisting exercise. The commitment and undertaking expires on March 28, 2002. This exercise is hereinafter referred to as the "Transaction". DETAILS OF THE TRANSACTION Under its relisting exercise, Gadek Capital is placing its shares to investors. Gadek Capital is principally involved in property development, construction, project and construction management and real estate investment. EPIC is interested to participate in the Transaction which involves the subscription of 3,125,000 ordinary shares of RM1.00 each in Gadek Capital at the offer price of RM1.60 per share representing 0.89% equity interest in Gadek Capital for a cash consideration of RM5 million. Arising from the subscription of the ordinary shares of Gadek Capital, EPIC is entitled to the issuance of 1,562,500 units of free warrants in Gadek Capital. The transaction is expected for completion by end of March 2002. COST OF INVESTMENT The total cost of investment is RM5 million. The payment will be made from internally generated fund. EFFECTS OF THE TRANSACTION Share Capital and Shareholding Structure The transaction will not have any effect on the share capital and the substantial shareholdings of EPIC. NTA The transaction is not expected to have a material effect on the Net Tangible Asset of EPIC Group. Earnings The transaction is not expected to have material effect on the earnings of EPIC Group. RATIONALE FOR THE TRANSACTION The transaction is an opportunity for EPIC Group to maximize return on its available funds. APPROVALS REQUIRED The transaction is not subject to approval from the shareholders of EPIC or any other relevant authorities. DIRECTORS' AND MAJOR SHAREHOLDERS' INTERESTS There are no other directors and/or major shareholders and/or persons connected with a director or major shareholder who have any interest in this transaction except for the following: - Y.Bhg. Tan Sri Dato' Seri Mohd Saleh Sulong is a major shareholder and a director of EPIC. He is also a major shareholder and a director of Gadek Capital within the preceding 12 months. Gadek Capital was wholly owned by DRB-HICOM Berhad. Y.Bhg. Tan Sri Dato' Seri Mohd Saleh Sulong holds 25.72% equity in DRB-HICOM Berhad. Y.Bhg. Dato' Maznah Abdul Jalil is a director of EPIC. She is also a director of Gadek Capital within the preceding 12 months. She holds 0.04% equity in DRB-HICOM Berhad. Therefore, Y.Bhg. Tan Sri Dato' Seri Mohd Saleh Sulong and Y.Bhg. Dato' Maznah Abdul Jalil are deemed to have interest in this transaction. As such, they have abstained from Board deliberation and voting on resolutions pertaining to this Transaction. STATEMENT BY DIRECTORS The Board, after having considered the rationale for this transaction, is of the opinion that it is in the best interest of the Company and its shareholders. The Transaction does not depart from the Commission's Policies and Guidelines on Issue/Offer of Securities. TCR-AP reported November last year that Kuala Lumpur Stock Exchange has approved Gadek Capital's the Proposed Restructuring, namely the Proposed Bonus Issue, Proposed Placement and Proposed Offer for Sale. KURNIA SETIA: Seeks SC's Proposals Approval ------------------------------------------- On behalf of the Board of Directors of Kurnia Setia Berhad (KSB or the Company) (Board), Southern Investment Bank Berhad (SIBB) announced that KSB is proposing to undertake: a) Proposed bonus issue of up to 5,922,421 new ordinary shares in KSB of RM1.00 each (KSB Share) credited as fully paid- up to the existing shareholders of the Company, on the basis of one (1) new KSB Share for every ten (10) existing KSB Shares held (Proposed Bonus Issue); and b) Proposed new Employees' Share Option Scheme (ESOS) of up to ten per centum (10%) of the issued and paid-up share capital of the Company for the employees and executive directors of KSB and its subsidiaries (KSB Group or Group) who meet the criteria of eligibility for participation in the scheme to be set out in a set of new Bye-Laws containing the terms and conditions of the new scheme (Proposed New ESOS), upon the expiry of the existing ESOS on 7 November 2002, (hereinafter collectively referred to as the Proposals). THE PROPOSALS Proposed Bonus Issue The Proposed Bonus Issue will involve the allotment and issuance of up to 5,922,421 new KSB Shares credited as fully paid-up to the existing shareholders of the Company, on the basis of one (1) new KSB Share for every ten (10) existing KSB Shares held. The actual number of new KSB Shares to be issued pursuant to the Proposed Bonus Issue would depend on the subsequent issued and paid-up share capital of the Company after taking into account the following: a) The existing issued and paid-up share capital of the Company of RM56,722,196 comprising 56,722,196 KSB Shares; and b) 2,502,020 outstanding options, which have been granted but yet to be exercised under the Company's existing ESOS as at the date of this announcement. Accordingly, based on the Company's existing issued and paid-up share capital of KSB of RM56,722,196 comprising 56,722,196 KSB Shares and assuming full exercise of the outstanding options under the existing ESOS, the Proposed Bonus Issue would involve the issuance of 5,922,421 new KSB Shares. The Proposed Bonus Issue will be made by way of capitalizing an amount of RM5,922,421 from the Share Premium Account of KSB based on the Company's audited accounts of RM47,449,698 as at 31 December 2000, as set out in Table 1 at http://www.bankrupt.com/misc/TCRAP_Kurnia0218.doc Entitlement Entitlement to the new KSB Shares will be based on the shareholders whose names appear on the Record of Depositors of KSB with the Malaysian Central Depository Sdn. Bhd. at the close of business on a date to be determined and announced by the Board upon all requisite approvals in respect of the Proposed Bonus Issue being obtained. Fractional shares arising from the Proposed Bonus Issue shall be disregarded and fractional entitlements will be aggregated and are to be dealt with on such terms and at such time as the Directors of KSB shall consider fit in the interest of the Company. Ranking of the new KSB Shares The new KSB Shares to be issued pursuant to the Proposed Bonus Issue shall, upon allotment and issue, rank pari passu in all respects with the existing KSB Shares of the Company except that they will not be entitled to any dividends, rights, allotments and/or other distributions, which may be declared or paid prior to the date of allotment of the new KSB Shares. Proposed New ESOS The Proposed New ESOS will involve the granting of options to the eligible employees and executive directors of KSB and its eligible subsidiaries in accordance with the Bye-Laws whereupon such options so granted shall entitle them to subscribe for new KSB Shares at a specified price. The principal features of the Proposed New ESOS are as follows: a) No more than ten per centum (10%) of the issued and paid- up ordinary share capital of the Company shall be offered under the Proposed New ESOS at any point in time during the existence of the Proposed New ESOS; b) The Proposed New ESOS shall be in force for a period of not more than ten (10) years from its commencement; and c) The price payable upon the exercise of the options under the Proposed New ESOS shall be at a discount of not more than ten per centum (10%) from the weighted average market price of the shares for the five (5) market days immediately preceding the date of offer or the par value of the shares, whichever is higher. The basis of determining the eligibility criteria for the Proposed New ESOS is: a) Eligible employees who are employed full time and executive directors who are involved in the day-to-day management, and are on the payroll of any company in the KSB Group (excluding dormant companies) shall be eligible to participate in the Proposed New ESOS; b) The employee and executive director must be at least eighteen (18) years of age on the date of the offer; and c) Any other such criteria to be considered and determined at a later date. RATIONALE FOR THE PROPOSALS Proposed Bonus Issue The rationale for the Proposed Bonus Issue is to reward the existing shareholders of KSB for their continuing support in KSB and to provide them with greater participation in the equity of the Company in terms of the number of shares held. In addition, the Proposed Bonus Issue would enable KSB to increase its paid-up share capital to comply with the Securities Commission (SC) guidelines on minimum issued and paid-up share capital of companies listed on the Main Board of the Kuala Lumpur Stock Exchange (KLSE) of RM60 million. Further, the increase in the capital of KSB would be more reflective of the net assets employed by the KSB Group. Proposed New ESOS The Proposed New ESOS is intended to reward and retain the employees of the KSB Group whose services are vital to the Group's operations, continued growth and future expansion. It is also meant to instill a sense of loyalty and dedication amongst the KSB Group's employees and to motivate the employees towards better productivity and performance. The employees of the KSB Group would also be able to participate directly in the equity of KSB through the Proposed New ESOS. EFFECTS OF THE PROPOSALS Share Capital The effects of the Proposals on the issued and paid-up share capital of KSB are set out in Table 2 at http://www.bankrupt.com/misc/TCRAP_Kurnia0218.doc Earnings The Proposed Bonus Issue will not have any material effect on the earnings of KSB Group except that the earnings per share of the Group will correspondingly be diluted as a result of the increase in the Company's issued and paid-up share capital. The Proposed New ESOS is also not expected to have any immediate material effect on the earnings of the Group. Any potential effect of the Proposed New ESOS on the earnings of the Group in the future will depend on the number of options granted and exercised at any point in time as well as the price payable upon the exercise of the options. Net Tangible Assets (NTA) The proforma effects of the Proposals on the proforma consolidated NTA of KSB based on the consolidated audited accounts of KSB as at 31 December 2000 assuming the Proposals were implemented on that date are set out on Table 3 at http://www.bankrupt.com/misc/TCRAP_Kurnia0218.doc Any potential effect of the Proposed New ESOS on the consolidated NTA of KSB in the future will depend on the number of options granted and exercised at any point in time as well as the price payable upon the exercise of the options. Dividend No dividend was declared for the financial year ended 31 December 2000. At this juncture, the Company is also not expected to declare any dividend for the financial year ended 31 December 2001. CONDITIONS OF THE PROPOSALS The Proposals are subject to the approvals being obtained from the following: (i) The SC for the Proposals; (ii) The KLSE for the listing of and quotation for the new KSB Shares arising from the Proposals; (iii) The shareholders of KSB at an extraordinary general meeting to be convened; and (iv) Any other relevant authorities, if required. ADVISER SIBB has been appointed to act as the adviser to KSB for the Proposals. DIRECTORS' AND SUBSTANTIAL SHAREHOLDERS' INTERESTS The Executive Director of KSB, namely, Dato' Tok Muda Haji Halim bin Haji Ibrahim, will be eligible to participate in the Proposed New ESOS and is therefore, deemed interested in the Proposed New ESOS. Accordingly, Dato' Tok Muda Haji Halim bin Haji Ibrahim will abstain from deliberating and voting at all Board meetings in relation to his entitlement under the Proposed New ESOS. He will also abstain from voting, in respect of his direct and indirect shareholding in KSB at the forthcoming extraordinary general meeting to be convened pertaining to his entitlement under the Proposed New ESOS. Dato' Tok Muda Haji Halim bin Haji Ibrahim will also ensure that the persons connected to him will abstain from voting on the relevant resolution at the forthcoming extraordinary general meeting. Save for the above, none of the other directors, substantial shareholders and/or persons connected to the directors and/or substantial shareholders of KSB have any interest, direct or indirect, in the Proposals, apart from that derived as directors and shareholders of the Company. DIRECTORS' STATEMENT Having considered the rationale for the Proposals, the Board is of the opinion that the Proposals are in the best interest of the Company. DEPARTURE FROM SC GUIDELINES There are no departures from the SC's Policies and Guidelines on Issue/Offer of Securities in undertaking the Proposals. APPLICATION TO THE AUTHORITIES Application to the SC to seek its approval for the Proposals is expected to be made within three (3) months from the date of this announcement. MALAYSIAN RESOURCES: Enters SPA Upon Proposed Disposal Approval --------------------------------------------------------------- Malaysian Resources Corporation Berhad announced the following additional details further to the announcement made on 14 February 2002 with respect to the Proposed Disposal of 105,127,000 ordinary shares of Rm1.00 each representing 22.68% of the existing issued and paid-up share capital of Rashid Hussain Berhad (Proposed Disposal): i) A Sale and Purchase Agreement (SPA) between MRCB and Utama Banking Group Berhad (UBG) will be entered into upon receipt of approval from the Minister of Finance through Bank Negara Malaysia and details of the SPA will be announced accordingly. ii) In addition to the approvals announced on 14 February 2002, the Proposed Disposal is also conditional upon the following approvals: (a) Approval of the Securities Commission, if required; (b) Approval of the various banks and financial institutions whose approval is required for the release and transfer of the RHB shares; and (c) Such other approvals from any public or regulatory authority as may be required. MALAYSIAN RESOURCES: TNB Acquires 20% FNSB's Equity Interest ------------------------------------------------------------ The Board of Directors of Tenaga Nasional Bhd (TNB or the Company) announced that it had on 9th February 2002 entered into an Agreement for Sale and Purchase of Shares (SPA) with Malaysian Resources Corporation Berhad (MRCB) for the acquisition of the entire 20% equity interest in Fibrecomm Network (M) Sdn Bhd (FNSB) (Proposed Acquisition), rendering FNSB to be a subsidiary of TNB (59% equity shareholding). PARTICULARS OF ASSET ACQUIRED The proposed acquisition involved the purchase of 15,000,000 ordinary shares (Share Sales) of RM1.00 each representing 20% of the issued and paid-up share capital of FNSB from MRCB for cash consideration of RM22 million to be paid upon completion subject to terms and conditions of the Sales and Purchase Agreement. DESCRIPTION OF THE BUSINESS FNSB, a joint venture company between TNB, Celcom and MRCB, was incorporated on 21st May 1996. Its core business is in the provision of telecommunication network services over TNB's power infrastructure. FNSB currently owns and operates an extensive 98,000 fiber kilometers of network and offers a wide range of products and services including connectivity, bandwidth and other network facilities to its shareholder and service providers in the Information Communications Technology (ICT) industry. The authorized and the issued and paid-up share capital of FNSB is RM75 million comprising 75,000,000 ordinary shares of RM1.00 each respectively. The issued and share paid-up capital of FNSB are held by TNB, Celcom and MRCB based on the percentage shareholdings of 39%, 41% and 20% respectively. AGGREGATE VALUE OF CONSIDERATION The Sale Consideration of RM22 million cash or RM1.467 per share was derived at on a willing-buyer willing-seller basis taking into account the unaudited Net Tangible Asset of FNSB of RM0.99 per share as at 30th November 2001 plus premium for the controlling stake of FNSB. FINANCIAL EFFECT OF THE TRANSACTION The percentage ratio of the said transaction is less than 5% of the net tangible asset of the Company and hence has no material impact on earning per share, net tangible assets, share capital and substantial shareholder's shareholding. ACQUISITION The proposed acquisition involved the purchase of 15,000,000 ordinary shares (Share Sales) of RM1.00 each representing 20% of the issued and paid-up share capital of FNSB from MRCB for cash consideration of RM22 million to be paid upon completion subject to terms and conditions of the Sales and Purchase Agreement. APPROVAL REQUIRED The Proposed Acquisition will be subjected to the following approvals being obtained: (i) The FIC for the acquisition of the Sale Share by TNB; ii) The shareholders of MRCB at the EGM to be convened; iii) The SC for a waiver from making a mandatory general offer by TNB to Celcom under the Code; and iv) Any other relevant approvals, if required. INTERESTS OF DIRECTORS AND/OR MAJOR SHAREHOLDERS AND/OR PERSONS CONNECTED The Employee Provident Funds (EPF) is the common shareholder in TNB and MRCB with equity interest of 7.3% as of 30th November 2001 and 12.07% as of 31st December 2001 respectively. As such they are deemed interested in the Proposed Acquisition and will abstain from voting in respect of its shareholding in TNB on the Proposed Acquisition at an EGM to be convened. Save as disclosed above, none of the Directors and/or substantial shareholders of TNB and/or persons connected to them has any direct interest in the Proposed Acquisition. RATIONALE FOR THE TRANSACTION FNSB networks are installed on TNB's electricity infrastructure and premises. It is thus of strategic importance to TNB to have control over the network. The Proposed Acquisition is to enable TNB to increase its stake from 39% to 59% thus acquiring majority control of FNSB. SALIENT FEATURES OF THE AGREEMENT The salient terms and conditions of the SPA are as follows: a) In consideration of the Sale Consideration paid by TNB, MRCB as legal and beneficial owner, shall sell and TNB relying on warranties, representations and indemnity by MRCB under the SPA shall purchase the Sale Share free from all charges, liens, encumbrances and all liabilities and with all rights, benefits and advantages now and hereafter attaching thereto, including all bonuses, rights and dividends and distributions declared, made and paid as from the date of the SPA upon the terms and subject to the conditions of the SPA: b) The Sale Consideration will be satisfied in the following manner: i. cash payment of RM1,500,000 upon the execution of the SPA; ii. cash payment of RM20,500,000 upon the completion of the SPA, being the 10th business day following the date the last of the conditions precedent (pursuant to the SPA) is satisfied or such other date as the parties may agree upon in writing; iii. a further cash payment of RM23,000,000 upon the successful award of a license under the Communication and Multimedia Act 1998, to TNB or its subsidiary of FNSB, provided always that the license shall be obtained within three (3) years from the date of the SPA. In the event that the license is not obtained within the said three (3) years period, the parties agreed that the Sale Consideration shall be reduced and varied to RM22 million. c) The completion of the SPA is conditional upon the following: i. the relevant approvals as described in Section 9 of this announcement; ii. MRCB having obtained, to the satisfaction of TNB, from Celcom; (a) a consent for MRCB to sell the Sale Shares to TNB pursuant to the SPA and that clause 2 of the Shareholders Agreement entered into Between TNB, Celcom and MRCB on 4th February 1997 shall not be applicable for the sale pursuant to the SPA; (b) a consent to discharge MRCB from all its outstanding obligations under the Joint Development Agreement and clause 5 of the Shareholders' Agreement; (c) a letter of undertaking in favor of TNB for the purpose of obtaining a waiver set out in 2.4c(i) above. DATE OF THE TERMS OF THE TRANSACTION AGREED UPON 4th February 2002 DIRECTORS RECOMMENDATIONS After considering all relevant factors, the Board of Director of TNB is of the opinion that the Proposed Acquisition is in the best interest of the Company and its shareholders. RISK FACTORS The business prospect of FNSB may be limited in the future if it cannot provide its services to a wider market in the event that it is unable to obtain the necessary operating licenses. However to mitigate this TNB has deferred the consideration of RM23m and this amount will not be paid if such licenses were not obtained within 3 years. ESTIMATED TIMEFRAME FOR COMPLETION AND CIRCULAR TO SHAREHOLDERS The Proposed Acquisition is expected to be completed by June 2002. A circular to the shareholders of TNB setting out details of the Proposed Acquisition will be dispatched to the shareholder in due course. STATEMENT ON COMPLIANCE WITH THE COMMISSION'S POLICIES AND GUIDELINES ON ISSUE/OFFER OF SECURITIES To the best of the Directors of TNB, the transaction has not departed from the SC Guidelines PAN MALAYSIA: Issues Unit's OD Facility Corporate Guarantee ----------------------------------------------------------- Pan Malaysia Capital Berhad (the Company or PM Capital) informed that the Company has executed a corporate guarantee (Corporate Guarantee) for RM5.0 million in favor of Southern Bank Berhad (SBB) in consideration of SBB making available an overdraft facility of RM5.0 million (OD Facility) to PM Securities Sdn Bhd (PM Securities), a 99.99%-owned subsidiary of the Company. The OD Facility is repayable on demand at interest rate of 1.5% per annum over SBB's Base Lending Rate. The OD Facility is for the purpose of working capital requirement of PM Securities. PM Securities is principally engaged in the business of stock and share broking. The Corporate Guarantee will not have any effect on the share capital and substantial shareholders' shareholding of PM Capital nor does it has any material effect on the net tangible assets and earnings per share of PM Capital Group. A contingent liability of the Company will be created on the issuance of the Corporate Guarantee. Save as disclosed below, none of the directors, major shareholders and persons connected with the directors and major shareholders of the Company has any interest, direct or indirect, in the provision of the Corporate Guarantee: (i) Mr Leong Kok Wah, a past Director of the Company (within the preceding twelve months) is a director of PM Securities and he holds directly 5 ordinary shares of RM1.00 each in PM Securities; and (ii) Datin Munirah Bte Abdullah Ng, a director of PM Securities, has an indirect interest in 10 ordinary shares of RM1.00 each in PM Securities. The Board, after careful deliberation, is of the opinion that the issuance of the Corporate Guarantee is fair and reasonable to the Company and is not to the detriment of the Company and its shareholders. It is in the best interests of the Company to continue to support the operations of PM Securities, a 99.99%- owned subsidiary. TONGKAH HOLDINGS: March 20 Sixtieth AGM Scheduled ------------------------------------------------- Tongkah Holdings Berhad advised that the Sixtieth Annual General Meeting of the Company will be held at the Conference Room, West Wing, Level 2, THB Satu, Jalan Damansara Endah, Damansara Heights, 50490 Kuala Lumpur on Wednesday, 20 March 2002 at 10:30 a.m. for these purposes: AGENDA 1. To receive and adopt the audited financial statements of the Company for the financial year ended 30 June 2001 and the Directors' and Auditors' Reports thereon. (Resolution 1) 2. To re-elect the following Directors retiring pursuant to Article 118 of the Company's Articles of Association: i) Pang Hee Kin (Resolution 2) ii) Abdul Rahim Bin Awang (Resolution 3) iii) Dato' Mohamed Salleh Bin Bajuri (Resolution 4) iv) Johnny Ong Seng Huat (Resolution 5) 3. To approve payment of Directors' fees in respect of the financial year ended 30 June 2001. (Resolution 6) 4. To re-appoint auditors for the ensuing year and to authorize the Directors to fix their remuneration. (Resolution 7) 5. As Special Business: To consider and if thought fit, pass the following Resolutions: Ordinary Resolution - Authority to Allot and Issue Shares (Resolution 8) "THAT, subject to the Companies Act, 1965, the Articles of Association of the Company and the approvals of the relevant governmental/regulatory authorities, the Directors be and are hereby empowered, pursuant to Section 132D of the Companies Act, 1965, to issue shares in the Company from time to time and upon such terms and conditions and for such purpose as the Directors may deem fit provided that the aggregate number of shares issued pursuant to this resolution does not exceed 10% of the issued capital of the Company for the time being and that such authority shall continue in force until the conclusion of the next Annual General Meeting of the Company." Special Resolution - Proposed Adoption of New Articles of Association of the Company (Resolution 9) "THAT the new Articles of Association of the Company as set out in Appendix I attached together with the Year 2001 Annual Report of the Company be and is hereby approved for adoption as the Company's Articles of Association in substitution and to the exclusive of all existing Articles of Association thereof." 6. To transact any other business of which due notice shall have been given. ===================== P H I L I P P I N E S ===================== BAYAN TEL: Implements Debt Restructuring Plan With Creditors ------------------------------------------------------------ Bayan Telecommunications Inc (BayanTel) is working out the implementation of its restructuring plan with creditors for its US$477 million debt, the Philippine Daily Inquirer and AFX News said on Sunday, quoting BayanTel chief finance officer Gary Olivar. The report said creditors had accepted some changes in the restructuring scheme, including shortening the debt maturity to eight years from 15 years, and had proposed a 10 percent debt to equity swap. An unnamed BayanTel source said that creditors had vetoed BayanTel's proposal that they pardon 25 percent of principal debt and write off 18 months of interest from January 19. ENRON POWER: PSALM Expects Assets Buyout Completion --------------------------------------------------- The Power Sector Assets and Liabilities Management Corp (PSALM) is expecting to finalize a contract with Enron Power Corp soon to buy its two Philippine power plants, AFX News said Monday. According to PSALM President Edgardo del Fonso, Enron Power has offered a discount higher than 12 percent for the plants, but did not mention a specific price. Enron Power has a 105-megawatt oil-based plant in Batangas, and a 108-megawatt plant in Zambales. DebtTraders reports that Enron Corp's 9.125% bond due in 2003 (ENRON2) trades between 16 and 18.5. For real-time bond pricing, go to http://www.debttraders.com/price.cfm?dt_sec_ticker=ENRON2 PHILIPPINE AIRLINES: ALPAP Asks SC to Review Decision ----------------------------------------------------- The Airline Pilots Association of the Philippines (ALPAP) of the Philippine Airlines (PAL) has asked the Supreme Court (SC) to review its decision on the pilot's retirement benefits, Business World reported on Monday. The union is discontented over the SC first division decision, which allowed members to collect benefits if they are separated from the service under the normal retirement plan. ALPAP insisted that the retirement package members receive from the PAL Pilots' Retirement Benefit Plan (PPRB) should be over and above the benefits they are entitled to under the Labor Code. Last month, the Supreme Court ordered PAL to pay pilots separated from the service under the normal retirement scheme based on the 1967 PAL pilots' retirement plan, and not on the Labor Code or even the PAL collective bargaining agreement (CBA), which both provide for lower retirement benefits. Under the 1967 retirement plan, those who retire under the normal scheme are entitled to either a lump sum of P100,000 or to termination pay benefits entitled under existing laws, whichever is higher. Late retirees could get P5,000 for each year of service or to benefits granted by law. 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 ================= S I N G A P O R E ================= TONG MENG: SGX-ST Approves Voluntary Delisting ---------------------------------------------- The Board of Directors of Tong Meng Industries Limited (the Company) announced that the Singapore Exchange Securities Trading Limited (the SGX-ST) has, on 15 February 2002, approved in-principle the proposed voluntary delisting of the Company from the Official List of the Singapore Exchange Securities Trading Limited (SGX-ST) pursuant to Clause 208 of the SGX-ST Listing Manual (the Delisting). The Delisting is subject to compliance with Clause 208 of the SGX-ST Listing Manual and the approval of the shareholders of the Company at an extraordinary general meeting (EGM) to be held in due course. A circular to be issued by the Company (the Circular) will be dispatched to shareholders in due course. The Circular will include, among other things, further information regarding the Delisting, a notice of the EGM, the terms and conditions of the Delisting exit offer, and the recommendations of the independent financial adviser and the independent Directors regarding the Delisting exit offer. Shareholders are advised to consider the content, advice and recommendations contained in the Circular. In the meantime, shareholders who are considering selling any of their shares should consult their bank manager, solicitor, accountant or other professional adviser before taking any action. Unless they have made an independent decision as to their shares based on their personal investment objectives, financial situation, particular needs or prevailing market conditions, they may wish to refrain from selling their shares until they have received the recommendations of each of the independent financial adviser and the independent Directors to be included in the Circular. =============== T H A I L A N D =============== COUNTRY (THAILAND): Files Business Reorganization Petition ---------------------------------------------------------- The Petition for Business Reorganization of real estate developer Country (Thailand) Public Company Limited (DEBTOR) was filed in the Central Bankruptcy Court: Black Case Number 505/2544 Red Case Number 556/2544 Petitioner: SUKUMWIT ASSET MANAGEMENT COMPANY LIMITED Planner: NEO WORLD CONSULTANT COMPANY LIMITED Debts Owed to the Petitioning Creditor: Bt14,233,991,236.16 Date of Court Acceptance of the Petition: June 15, 2001 Date of Examining the Petition: July 16, 2001 at 9.00 AM; the objection may be filed with the Central Bankruptcy Court not less than three days prior to the trial date Court Order for Business Reorganization and Appointment of Planner: July 16, 2001 Announcement of Court Order for Business Reorganization and Appointment of the Planner in Matichon Public Company Limited and Siam Rath Company Limited: July 24, 2001 Announcement of Court Order for Business Reorganization and Appointment of the Planner in Government Gazette: August 21, 2001 Deadline for the Planner to submit the Reorganization Plan to the Official Receiver: November 21, 2001 Planner postponed the date of submitting the reorganization plan #1st to December 21, 2001 Planner postponed the date of submitting the reorganization plan #2nd to January 21, 2002 Appointment date for the Meeting of Creditors to consider the Reorganization Plan: March 5, 2002 at 9.30 am. Umdulrahim Convention Room, 2nd Floor, Y.W.C.A., South Sathorn Road Contact: Mr. Somkit Tel, 6792525 ext. 144 PROPERTY PERFECT: Clarifies 2001 Operations Result -------------------------------------------------- Asian International Planners Co., Ltd., Rehabilitation Plan Administrator of Property Perfect Public Company Limited (PERFEC or the Company), clarified the results of its financial performance for the period ended December 31, 2001. The Company reported net gain of Bt4,351 million or 280% over the net loss reported in the corresponding period of last year for the amount of Bt6,768 million. The increase in net gain was a result from: 1. Sale (from transferring) decreased in the amount of Bt212 million, while cost of goods sold also decreased for the amount of 207 million. This was because the company was in the process of restructuring business almost the whole years of 2001. Sales and transferring were affected by the situation. 2. Gain from exchange rate increased in the amount of Bt616 million. 3. Company recorded reversal of provision for loss on diminution in value of assets in the amount of Bt496 million. In 2000, the company transferred assets to the creditors for debt restructuring and the project development costs were lower than its net book value in last year. 4. Interest paid decreased in the amount of Bt1,136 million due to calculating as of February 19, 2001 according to the Rehabilitation Plan. 5. Selling and administrative expenses together with doubtful debt decreased in the amount of Bt10 million. 6. Loss from equity method reduced in the amount of Bt835 million due to in the year 2000 the company has recorded provision for loss equal to the aggregate amounts of its guarantees, which it is expected, will be charged to the company. 7. Loss on diminution in value of project development cost and land held for development for the amount of Bt200 million according to asset valuation as of February 19, 2001. 8. The company recorded more loss from additional Liability according to the Rehabilitation Plan in the amount of Bt38 million. The Company reversed the provision for liabilities arising from claims for settlement of debts in the amount of Bt220 million as income of the current period due to the Company has set aside a Bt240 million provision. 9. Gain on debt restructuring in the amount of Bt4,544 million. These resulted from the creditors waiving part of the indebtedness and the Comptroller in Bankruptcy announced part of the balance of the Company's indebtedness to its creditors in the amount of Bt46 million. Decreasing provision for convertible debentures redemption in the amount of Bt410 million. Decreasing provision for loss on investment in associated company in the amount of Bt613 million. Decreasing total accrued interest in the amount of Bt3,978 million, and recording more deferred accrued interest in the amount of Bt503 million. While the company had gain on debt restructuring in the amount of Bt664 million and loss on assets transferred on debt restructuring in the amount of Bt588 million for the year 2000. The operation result for the year 2001 changed for the amount of Bt4,351 million. Recording the accrued interest of unsecured debt awaiting conversion to equity for the amount of Bt17 million Transferring premium together with appropriated retained earning to offset with deficit for the amount of Bt3,277 million. These factors have reduced the accumulative loss to Bt7,214 million in 2001 compared with Bt14,825 million in 2000. Moreover, conversion of unsecured debt awaiting conversion to equity for the amount of Bt6,912 million compared with capital deficit for the amount of Bt10,770 million in 2000. Total shareholders equity shown in balance sheet for the year 2001 is Bt476 million. SIAM STEEL: Explains 20% Performance Change ------------------------------------------- Siam Steel International Public Company Limited clarified the change in performance of over 20% on its financial statements for the quarter ending December 31, 2001 and the quarter ending December 31, 2000 for these reasons: 1. In this quarter, Revenues from sales and services increased 7% from the same quarter of the previous year. 2. In this quarter, Gross profit decreased 2% from the same quarter of previous year. 3. In this quarter, the loss from operations was Bt5 million, compared to a loss of Bt4 million for the same quarter last year. 4. In this quarter, the company's gain on exchange rate was Bt1 million, compared to a loss on exchange rate amounting to Bt24 million for the same quarter of last year. 5. In this quarter, equity in net losses of associated companies were Bt6 million, but in the same quarter of previous year was a profit Bt7 million. 6. In this quarter, the net loss was Bt16 million, compared to a net loss Bt74 million in the same quarter of last year. SIAM SYNTECH: Ups Registered Paid-up Capital -------------------------------------------- Siam Syntech Planner Co., Ltd, Plan Administrator of Siam Syntech Construction Pcl (the Company or SYNTEC), pursuant to Central Bankruptcy Court's ordered approving Business Reorganization Plan of Syntec on March 30, 2001, has already proceeded to registered capital from Bt3.97 million to Bt400 million to reserve for debt-to-equity conversion and for the new investor. The paid-up capital of Syntec increased from Bt3,970,570 to 346,833,670 by issued new shares 34,286,310 shares at par value of Bt10 per share, amount Bt342,863,100 on December 27th, 2001. At present, the paid-up capital of SYNTEC has been increased from Bt346,833,670 to 350,393,960 by issued new share of 356,029 shares at par value Bt10 per share, amount Bt3,560,290 on January 28th, 2002. The shares had been allocated 30 million shares to Richee Venture Holding Company Limited at par value of Bt10 per share, totally Bt300 million, and debt-to-equity conversion 4,286,310 shares to creditors group 6, 7 and 9 at par value of Bt10 per share, totally Bt42,863,100. The Plan Administrator had informed the allocation of new share issued through Thailand Securities Depository Co., Ltd., Company's registrar. The Company is encountering some difficulties in proceeding with the debt-to-equity conversion due to some creditors have not yet submitted the information necessary for shares issuing and most of foreign bond holders (creditors' group 9) are living abroad and could not be contacted. These bond holders claimed their debt through Trustee. Anyway, the Bankruptcy Court has ordered to extend debt-to-equity conversion period until all those shares has been successfully allocated. The Plan Administrator will complete the paid-up capital as soon as possible. SINO-THAI: Signs Contract With Bangkok Metropolitan --------------------------------------------------- Sino-Thai Engineering & Construction Public Company Limited (STECON) informed that the Company signed a contract with Bangkok Metropolitan Authority to Construct The Elevated Road at Pasichareon and Related Work Section 2 Project with are the extension of Bangkok Metropolitan Mass Transit System from Sathorn Bridge to Intersection at Mahachai Railway. Approximate Length about 4.6 Kilometer. The details of the contract are: Project Description : Elevated Road and Bridge. Total Contract Value : Bt984,954,500.00 Finished Date : 14 January 2004 TCR-AP reported September 21, 2001 that STECON sold its affiliated company, Inter IMC Pte Limited, a construction company registered in Singapore, and utilized the proceeds as working capital for the Company. S U B S C R I P T I O N I N F O R M A T I O N Troubled Company Reporter -- Asia Pacific is a daily newsletter co-published by Bankruptcy Creditors' Service, Inc., Trenton, NJ USA, and Beard Group, Inc., Washington, DC USA. Lyndsey Resnick, Maria Vyrna Nineza-Merlin, Maria Cristina Pernites-Lao, Editors. Copyright 2002. All rights reserved. ISSN: 1520-9482. This material is copyrighted and any commercial use, resale or publication in any form (including e-mail forwarding, electronic re-mailing and photocopying) is strictly prohibited without prior written permission of the publishers. Information contained herein is obtained from sources believed to be reliable, but is not guaranteed. 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