/raid1/www/Hosts/bankrupt/TCRAP

/raid1/www/Hosts/bankrupt/TCRAP_Public/020318.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, March 18, 2002, Vol. 5, No. 54 Headlines A U S T R A L I A ANSETT AIRLINES: ANZ Updates ASIC Investigation's Status ANSETT GROUP: Adjourned Second Creditors' Meeting Scheduled AUSTRIM NYLEX: Securities Trading Halted BRAMBLES INDUSTRIES: Sells United Transport Business PASMINCO LIMITED: Issues Initial Director`s Interest Notice PMP LIMITED: TV Week Litigation Settled * S&P Releases April Quarterly Review Changes C H I N A & H O N G K O N G ASIA RESOURCES: Shareholders Passed Resolutions at SGM CHAMPLEAN DEVELOPMENT: Winding Up Petition Slated for Hearing CLP HOLDINGS: Proposes Share Premium Reduction FORTUNE WELL: Winding Up Petition Hearing Set JUMBO MILLION: Petition to Wind Up Pending OCEANIC GREEN: Winding Up Petition to be Heard VICTORY GROUP: Price, Turnover Movements Inexplicable I N D O N E S I A BANK CENTRAL: Farallon Named Winning Bidder DAYA GUNA: Submits Debt Plan to IBRA J A P A N APLUS CO: UFJ Bank Plans to Forgive Y100B Debt DAIWA BANK: Unit Receiving Y23.5B Capital Infusion DEARLIFE CO: Files for Bankruptcy Protection HITACHI LTD: Proposes 1-Yr 5% Wage Reduction JAPAN AIRLINES: FTC Sees Legal Problem in Merger With JAS MISAWA HOMES: UFJ Bank Forgives Y35Bdebt, Accepts Stocks NISSAN MOTOR: In Talks to Set Up Subcompacts JV in China SEIYU LTD: Wal-Mart Acquires 6.1% Stake for Y6 Billion SNOW BRAND: Fires 19 Executives Involved in Fraud TOKYO ELECTRIC: Union Agrees to Wage Hike Freeze K O R E A ASIANA AIRLINES: Expects Two-Month Profits to Reach W16.6B CHOHUNG BANK: To Issue W300B Subordinated Bonds DAEWOO ELECTRONICS: Creditors Quit Sale Talks HANVIT BANK: Sells Two Units to Woori Finance Holdings HYNIX SEMICON: Creditors to Decide on Micron Deal Next Week SHINHAN BANK: Plans to Raise US$150M in Loans M A L A Y S I A AUSTRAL AMALGAMATED: Subsidiary Faces Winding Up Petition AUTOINDUSTRIES VENTURES: Updates Defaulted Payment Status CEPATWAWASAN GROUP: Director Deals Securities in Closed Period INNOVEST BERHAD: Hearing to Strike Winding-Up Petition Set LAND & GENERAL: Appoints Md Salleh as Director MEASUREX CORPORATION: Winding-Up Petition Filed By J.M.s MEASUREX CORPORATION: Unit Voluntary Wound Up PARK MAY: Heads of Agreement Terms Extended One Month PILECON ENGINEERING: MoU With PIL Executed TECHNO ASIA: Submits Feb Report, Statutory Declaration to KLSE P H I L I P P I N E S NATIONAL POWER: Congressional Panel OKs Assets Privatization NATIONAL POWER: Forecasts P34B 2002 Net Loss UNIWIDE GROUP: To Settle P723M Debt With LBP Via Assets Swap S I N G A P O R E CAPITALAND LTD: Singapore Technologies Considers Cutting Stake CAPITALAND LIMITED: Singapore Technologies Changes Interests T H A I L A N D GRAND PIYAROM: Business Reorganization Petition Filed in Court POWER-P PUBLIC: SET Lifts `NP' Notice, `SP' Sign Remains SINO-THAI ENGINEERING: Denies Construction Contract Penalty TANAYONG PUBLIC: Debt Restructuring Underway - - - - - - - - ================= A U S T R A L I A ================= ANSETT AIRLINES: ANZ Updates ASIC Investigation's Status -------------------------------------------------------- The Market Surveillance Panel of the New Zealand Stock Exchange has asked Air New Zealand (ANZ), parent company of Ansett Airlines, to provide any Relevant Information (as defined in the Listing Rules) which the Company has in relation to the ASIC investigation announced by ASIC on 01 March. This follows a request by a shareholder connected with the New Zealand Herald. The announcement by ASIC came as a surprise to Air New Zealand as it had expected that the comprehensive report of the NZSE Market Surveillance Panel dated 16 February 2002 provided a definitive position on the question of disclosure issues in New Zealand and in relation to the Company's obligations to the Australian Stock Exchange. Air New Zealand is not in possession of any Relevant Information in relation to the announced investigation and is awaiting clarification as to whether there are any legal grounds on which possible proceedings might be based. It is important to note that the ASIC announcement does not state or suggest that it is in possession of information which it believes will give rise to such proceedings. To the contrary, ASIC have stated that any decision is dependent on the outcome of its further enquiries into a range of issues which involve "considerable complexities." As stated in ASIC's public announcement, the investigation is likely to continue until the end of May. The Company will provide further advice as soon as it has any Relevant Information. ANSETT WORKERS ENTITLEMENTS Air New Zealand is monitoring progress of a Private Members Bill in the Australian Parliament entitled the "Corporate Responsibility and Employment Security Bill 2002." This bill, promoted by the Australian Labor Party seeks to impose retrospectively, liability on companies for all debts or liabilities of a subsidiary. Air New Zealand's Chief Executive Officer and Managing Director, Mr Ralph Norris, commented, "Quite apart from the questions surrounding the constitutional validity of such legislation, any such law would signal to all investors in Australia whether domestic or international, the kind of treatment they can expect in Australia if their investments fail. Air New Zealand strongly doubts that the bill will be passed but should this occur, any claims by creditors will be very strongly resisted." ANSETT GROUP: Adjourned Second Creditors' Meeting Scheduled ----------------------------------------------------------- Ansett Airlines informed that Part 2 of the Second Creditors' Meeting will be held at the Melbourne Exhibition and Convention Center, 2 Clarendon St, Southbank, Melbourne, on Wednesday, 27 March 2002, commencing at 11.00am. Go to http://www.bankrupt.com/misc/TCRAP_Ansett0315.pdfto see Notice of Part II Second Creditors' Meeting. Part 1 of the Second Creditors' Meeting was held at Vodafone Arena, Melbourne Park, Batman Avenue, Melbourne on Tuesday, 29 January 2002, commencing at 3.00pm. The postal address for sending all proxy, proofs of debts and correspondence regarding Ansett administration is: Ansett Group Administration GPO Box 1795 Melbourne, VIC 3001 Fax No. is (03) 9286 8500 AUSTRIM NYLEX: Securities Trading Halted ---------------------------------------- The securities of Austrim Nylex Limited (the Company) and Austrim National Radiators Limited 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 remain in pre-open until the earlier of the commencement of normal trading on Monday, 18 March 2002 or when the announcement is released to the market. According to Wrights Investors' Service, as of the end of 2001, the company's long term debt was A$492.99 million and total liabilities were A$698.94 million. The long term debt to equity ratio of the company is 2.25, which is significantly higher than where the long term debt to equity ratio was in the previous year, when the long term debt to equity ratio was only 0.91. BRAMBLES INDUSTRIES: Sells United Transport Business ---------------------------------------------------- Brambles Australia Limited has agreed to sell its United Transport and Brambles Project Services businesses to Patrick Distribution Pty Ltd, a subsidiary of Patrick Corporation Limited. The sale price for the businesses represents a modest premium over net assets to Brambles. The net assets of the businesses total approximately A$24 million. The sale, which is expected to be completed on 12 April 2002, will not have a material effect on the Group's earnings. United Transport is in the business of transportation, logistics and warehousing of dangerous goods in Australia. Brambles Project Services is a provider of project management services in the heavy transportation sector. PASMINCO LIMITED: Issues Initial Director`s Interest Notice ----------------------------------------------------------- Pasminco Limited (Administrators Appointed) posted this notice: INITIAL DIRECTOR'S INTEREST NOTICE Name of Company Pasminco Limited ABN 34 004 368 674 We (the entity) give the ASX the following information under listing rule 3.19A.1 and as agent for the director for the purposes of section 205G of the Corporations Act. Name of Director Mark Richard Rayner Date of Appointment 28/06/1989 Part 1 - Director's relevant interests in securities of which the director is the registered holder Number & class of securities DETAILS NO & CLASS OF SECURITIES 06/02/1989 - Purchase of 300 ordinary shares 300 24/02/1995 - Purchase of 10,000 ordinary shares 10,000 25/07/1997 - Purchase of 300 ordinary shares from my then wife 300 28/11/1997 - Pursuant to the company's renounceable rights issue, 3,029 shares were allotted 3,029 Total 13,629 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 14/10/1999 - 13,629 shares purchased by personal superannuation fund from M R Rayner 13,629 09/03/2000 - personal superannuation fund purchased 6,371 ordinary shares 6,371 19/05/2000 - personal superannuation fund purchased 10,000 ordinary shares 10,000 28/09/2000 - personal superannuation fund purchased 15,000 ordinary shares 15,000 24/10/2000 - personal superannuation fund purchased 5,000 ordinary shares 5,000 31/01/2001 - personal superannuation fund purchased 25,000 ordinary shares 25,000 75,000 Part 3 - Director's interests in contracts Detail of contract - Nature of interest - Name of registered holder (if issued securities) - No. and class of securities to which interest relates - INITIAL DIRECTOR'S INTEREST NOTICE Name of Company Pasminco Limited ABN 34 004 368 674 We (the entity) give the ASX the following information under listing rule 3.19A.1 and as agent for the director for the purposes of section 205G of the Corporations Act. Name of Director Geoffrey David Allen Date of Appointment 24/08/1994 Part 1 - Director's relevant interests in securities of which the director is the registered holder Number & class of securities DETAILS NO & CLASS OF SECURITIES 22/08/1994 - Purchased 5,000 ordinary shares 5,000 28/11/1997 - Pursuant to the company's renounceable rights issue, 1,429 shares were allotted 1,429 01/12/1997 - Purchased 3,571 ordinary shares 3,571 11/04/2000 - Purchased 10,000 ordinary shares 10,000 Total 20,000 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 - - Part 3 - Director's interests in contracts Detail of contract - Nature of interest - Name of registered holder (if issued securities) - No. and class of securities to which interest relates - INITIAL DIRECTOR'S INTEREST NOTICE Name of Company Pasminco Limited ABN 34 004 368 674 We (the entity) give the ASX the following information under listing rule 3.19A.1 and as agent for the director for the purposes of section 205G of the Corporations Act. Name of Director Andrew Frank Guy Date of Appointment 24/08/1994 Part 1 - Director's relevant interests in securities of which the director is the registered holder Number & class of securities DETAILS NO & CLASS OF SECURITIES 30/06/1994 - Purchased 5,000 ordinary shares 5,000 28/11/1997 - Pursuant to the company's renounceable rights issue, 1,429 shares were allotted 1,429 06/03/1998 - Purchased 3,571 ordinary shares 3,571 Total 10,000 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 09/03/2000 - a company of which I am a director and shareholder purchased 20,000 ordinary shares 20,000 10/11/2000 - a company of which I am a director and shareholder purchased 20,000 ordinary shares 20,000 Total 40,000 Part 3 - Director's interests in contracts Detail of contract - Nature of interest - Name of registered holder (if issued securities) - No. and class of securities to which interest relates - PMP LIMITED: TV Week Litigation Settled --------------------------------------- PMP Limited (ASX:PMP) announced Friday that the dispute between PMP and ACP concerning TV Week has been resolved. TV Week is owned and managed by Pacific Publications, a joint venture between PMP and Seven Network. ACP has a 50% profit share interest in the magazine. The General Counsel of PMP, Mr David Rowland said "PMP is satisfied with the settlement terms, which resolve a lot of history concerning TV Week going back over 20 years and provide a clean sheet for that title going forward. That will benefit PMP, Pacific Publications and ACP". "ACP is a competitor of Pacific Publications in Australia and New Zealand and, like Pacific, is a major customer of PMP Print in both those markets. The settlement of the TV Week dispute is positive for the relationship between PMP Print and ACP," said Mr Rowland. The terms of the commercial settlement agreed between PMP and ACP are confidential. * S&P Releases April Quarterly Review Changes --------------------------------------------- Standard & Poor's, the leading provider of equity indices in Australia, announces that effective after the close of business on March 28, 2002, the following changes will take place in the S&P/Australia Stock Exchange 20; S&P/ASX 50, S&P/ASX 100, S&P/ASX 200, and S&P/ASX 300 indices. These changes will be reflected in the starting portfolio of April 2, 2002. As mentioned in the consultation process, the S&P/ASX indices now treat secondary securities independently of the headline stock. As such the S&P/ASX indices now represent the number of securities rather than the number of companies. S&P/ASX 20 - currently contains 21 securities REMOVAL CODE NAME SGT SINGTEL LTD ADDITION No addition to the index. NCPDP will remain on the index to keep the number of constituent stocks at 20. S&P/ASX 50 - currently contains 51 securities REMOVAL CODE NAME CPU COMPUTERSHARE LTD ADDITION No addition to the index. NCPDP will remain on the index to keep the number of constituent stocks at 50. S&P/ASX 100 - currently contains 103 securities REMOVALS CODE NAME VRL VILLAGE ROADSHOW VRLPA VILLAGE ROADSHOW PREFS ERG ERG LTD PRKPA PATRICK CORPORATION PREFS ADDITIONS CODE NAME NCPDP NCPDP will remain to keep the number of constituent stocks at 100. AOR AURION GOLD LIMITED S&P/ASX 200 - currently 203 securities REMOVALS CODE NAME REL RENEWABLE ENERGY LTD ANM AUSTRALIAN MAGNESIUM LIMITED SKD STOCKFORD LIMITED PWT POWERTEL LIMITED AUN AUSTAR LIMITED ANL ANACONDA NICKEL PWR POWERLAN LIMITED OML OROGEN MINERALS - conditional upon merger with Oil Search Ltd NEV NEVERFAIL LIMITED ADDITIONS CODE NAME NCPDP NEWSCORP DP'S (remaining on the index) VRLPA VILLAGE ROADSHOW PREFS (remaining on the index) PRKPA PATRICK CORPORATION PREFS (remaining on the index) SBC SOUTHERN CROSS BROADCASTING MTT METCASH TRADING LIMITED GOA COATES HIRE AWB AWB LIMITED GAS GASNET AUSTRALIA LIMITED MGW BRIAN MCGUIGAN WINES S&P/ASX 300 - currently 302 securities REMOVALS CODE NAME ADA ADACEL TECHNOLOGIES LTD BDL BRANDRILL LIMITED CAT CATUITY INC CEQ CENTRAL EQUITY LIMITED COU COUNT FINANCIAL LIMITED ESI ENVIRONMENTAL SOLUTIONS LTD IPH IPOH LIMITED HFY HILL 50 GOLD LTD (to be deleted on 20/3/2002) MRM MERMAID MARINE AUSTRALIA MUR MURCHISON UNITED NL PCO PRACOM LTD QVL Q-VIS LTD REL RENEWABLE ENERGY CORPORATION SPP SOUTHERN PACIFIC PETROLEUM OML OROGEN MINERALS - conditional upon merger with Oil Search Ltd IGP INVESTOR GROUP ADDITIONS CODE NAME AWE AWB LIMITED ASB AUSTAL LIMITED CRS CROESEUS MINING NL ANMCA AUSTRALIAN MAGNESIUM PARTILY PAIDS GAS GASNET Company additions to and deletions from a Standard & Poor's index do not in any way reflect an opinion on the investment merits of the company. Information about the S&P/ASX index methodology is available at www.standardandpoors.com.au and www.spglobal.com ================================ C H I N A & H O N G K O N G ================================ ASIA RESOURCES: Shareholders Passed Resolutions at SGM ------------------------------------------------------ The Directors of Asia Resources Transportation Holdings Limited (formerly known as Wing Lee International Holdings Limited), in reference to the joint announcement of Unichina and the Company dated 4th February, 2002, informed that at the SGM held on 14th March, 2002, all ordinary resolutions (including but not limited to that relating to the Subscription Agreement) were passed by the Independent Shareholders. Completion will take place after all other condition precedents under the Subscription Agreement and the S&P Agreement have been fulfilled or, where appropriate, waived, which is currently expected to take place on or about 19th March, 2002. CHAMPLEAN DEVELOPMENT: Winding Up Petition Slated for Hearing ------------------------------------------------------------- The petition to wind up Champlean Development Limited is scheduled to be heard before the High Court of Hong Kong on March 20, 2002. The petition was filed with the court on December 17, 2001 by The Commissioner of Inland Revenue of Hong Kong of Revenue Tower, 5 Gloucester Road, Wan Chai, Hong Kong. CLP HOLDINGS: Proposes Share Premium Reduction ----------------------------------------------- The Board of CLP Holdings Limited intends to put to Shareholders a proposal to reduce the share premium account of the Company. As at 31st December 2001, the amount standing to the credit of the share premium account of CLP Holdings was approximately HK$11,281 million. It is proposed that, subject to the conditions set out below, the share premium account of CLP Holdings be reduced by HK$10,116,789,910, which will be credited to the distributable reserve of CLP Holdings. As a result, the distributable reserve of the Group as at 31st December 2001, after allowing for the proposed final dividends for 2001, will increase from HK$5,929 million to HK$16,046 million upon the Share Premium Reduction becoming effective. The reduction of HK$10,116,789,910 represents the share premium on the 367,275,500 CLP Power shares issued to CITIC Pacific (as part of the CITIC Placement) which were subsequently repurchased and cancelled, as explained below. The Board believes that the Share Premium Reduction is in the best interests of CLP Holdings and the Shareholders. BACKGROUND A share premium was created in the accounts of CLP Power (CLP Holdings' predecessor) as a result of the CITIC Placement announced on 28th January 1997 pursuant to which CLP Power issued 497,664,000 new shares to CITIC Pacific. These shares were issued in two tranches, namely, 199,065,600 shares on 10th February 1997 and 298,598,400 shares on 7th March 1997. The subscription price under the CITIC Placement was HK$32.66 per share and, accordingly, the excess over the par value of HK$5.00 per share, net of permissible expenses, was credited to the share premium account of CLP Power. Immediately after the CITIC Placement, the amount standing to the credit of the share premium account of CLP Power was approximately HK$13,708 million. Under the Group Reorganization which was effective on 6th January 1998, shares in CLP Holdings were issued in exchange for shares in CLP Power. The Group Reorganization also resulted in CLP Holdings having to create a share premium account equivalent to the excess value of the shares in CLP Power surrendered by its shareholders over the aggregate nominal value of CLP Holdings Shares issued in exchange under the Group Reorganization. CLP Holdings, however, applied to the Court to sanction a reduction of its share premium account, which became effective on 13th January 1998 and allowed CLP Holdings to have the same distributable reserve which CLP Power had prior to the Group Reorganization. Immediately after the Group Reorganization and such reduction, the amount standing to the credit of the share premium account of CLP Holdings was approximately HK$13,362 million. On 12th October 1999, 367,275,500 CLP Holdings Shares, which were originally placed to CITIC Pacific under the CITIC Placement, were repurchased from CITIC Pacific at HK$34.80 per share and cancelled by CLP Holdings. In accordance with statutory requirements governing share repurchases by Hong Kong companies, the consideration payable by CLP Holdings under the Off-market Repurchase was paid out of the distributable reserve instead of the share premium account. Thus, the share premium which had been created upon the original issue of the 367,275,500 CLP Holdings Shares which were subsequently repurchased under the Off-market Repurchase, was unaffected by the Off-market Repurchase despite the fact that those shares had been repurchased by CLP Holdings (and so cancelled) at a price which slightly exceeded the original issue price. On 26th February 2001, CLP Holdings declared a one-for-five bonus issue concurrently with the announcement of its audited final results for the year ended 31st December 2000. The bonus issue was funded from the share premium account of CLP Holdings. Since the completion of the bonus issue on 23rd April 2001, the amount standing to the credit of the share premium account of CLP Holdings has stayed at approximately HK$11,281 million. REASONS FOR THE SHARE PREMIUM REDUCTION The CITIC Placement coupled with the Off-market Repurchase, to the extent of the 367,275,500 CLP Holdings Shares issued to, and subsequently repurchased from, CITIC Pacific, effectively resulted in a transfer of part of the assets of CLP Holdings from the distributable reserve to the share premium account in balance sheet terms. The reduction of HK$10,116,789,910 represents the share premium on the 367,275,500 CLP Power shares issued to CITIC Pacific (as part of the CITIC Placement) which were subsequently repurchased and cancelled. In these circumstances, the Board considers that it is unnecessary to maintain the share premium account at its current level of HK$11,281 million. CLP Holdings, which is a Hong Kong company, is subject to the restrictions under Hong Kong law on the use of the funds standing in the share premium account which, in summary, limit its use to financing the issuing of bonus shares and paying the costs arising on the issue of shares. The application of funds in the share premium account is therefore more restricted than that of the distributable reserve and the Board considers that it is in the best interests of CLP Holdings and the Shareholders to proceed with the Share Premium Reduction. In particular, the Board believes that the Share Premium Reduction will have the following advantages for CLP Holdings and the Shareholders: (1) The Share Premium Reduction will, in effect, correct the inevitable statutory consequences of the Off-market Repurchase whereby the 367,275,500 CLP Holdings Shares repurchased from CITIC Pacific were cancelled, but the share premium which was derived from their issue remained in place. (2) By increasing CLP Holdings' distributable reserve, the Share Premium Reduction will provide greater flexibility for CLP Holdings whether in terms of dividend or share repurchase policies. EFFECTS OF THE SHARE PREMIUM REDUCTION The pro-forma effect of the Share Premium Reduction on the components of the shareholders' funds, as applied to the audited accounts of CLP Holdings and the audited consolidated accounts of the Group, respectively, as at 31st December 2001, will be as follows: Before Share Premium Pro-forma upon Share Reduction as at Premium Reduction 31st December 2001 becoming effective SHAREHOLDERS' FUNDS (HK$ million) (HK$ million) CLP Holdings the Group CLP Holdings the Group Share capital 12,107 12,107 12,107 12,107 Share premium 11,281 11,281 1,164 1,164 Capital redemption reserve and other reserves 2,416 2,129 2,416 2,129 Retained profit 1,730 5,929 11,847 16,046 Proposed dividends (Note) 2,528 2,528 2,528 2,528 Total 30,062 33,974 30,062 33,974 Note: The proposed final and special final dividends for the year ended 31st December 2001 were declared by the Company on 25th February 2002 and will, subject to Shareholders' approval, be payable on 26th April 2002 to Shareholders registered as at 25th April 2002. Implementation of the Share Premium Reduction will not, of itself, alter the underlying assets, business operations, management or financial position of CLP Holdings or the proportionate interests of the Shareholders in the underlying assets of the Group, other than as a result of the related expenses of the Share Premium Reduction such as legal fees, printing costs and postage. CLP Holdings has no immediate plans regarding the use of the increased distributable reserve. The Board considers that the Share Premium Reduction will not have a material adverse effect on the financial position of CLP Holdings and the Group. CONDITIONS OF THE SHARE PREMIUM REDUCTION The Share Premium Reduction is conditional upon: (a) the passing of a special resolution to approve the Share Premium Reduction at the Extraordinary General Meeting; (b) the Court making an order confirming the Share Premium Reduction (Confirming Order) pursuant to Section 60 of the Companies Ordinance; and (c) the registration by the Registrar of Companies of Hong Kong of an office copy of the Confirming Order pursuant to Section 61 of the Companies Ordinance and any other documents required by the Court. Assuming the above conditions are fulfilled, it is expected that the Share Premium Reduction will become effective immediately following the registration of the Confirming Order and any other documents required by the Court. CLP Holdings has been advised that the time required for the grant of the Confirming Order is dependent upon (i) the making of arrangements with creditors of CLP Holdings such as obtaining appropriate consents from them (although these arrangements will not apply to the creditors of CLP Holdings' subsidiaries or affiliates), and (ii) the Court's availability for the necessary hearing dates which cannot be fixed until after the passing of the special resolution to approve the Share Premium Reduction. It is therefore not possible at this stage to ascertain the date on which the Court hearing of the petition for the confirmation by the Court of the Share Premium Reduction will take place. A further announcement will be made by CLP Holdings to inform the Shareholders of the effective date of the Share Premium Reduction. GENERAL A circular containing, amongst other things, further information in relation to the Share Premium Reduction and a notice of the Extraordinary General Meeting will be dispatched to Shareholders as soon as practicable. DEFINITIONS In this announcement, unless the context requires otherwise, the following expressions shall have the following meanings: Board the board of directors of CLP Holdings; CITIC Pacific CITIC Pacific Limited, a company incorporated in Hong Kong with limited liability, whose shares are listed on the Stock Exchange; CITIC Placement the placement of 497,664,000 shares in CLP Power to CITIC Pacific or one or more of its wholly-owned subsidiaries pursuant to a placement agreement entered into on 28th January 1997; CLP Holdings or Company CLP Holdings Limited, a company incorporated in Hong Kong with limited liability, whose shares are listed on the Stock Exchange; CLP Holdings Shares shares of HK$5.00 each in the capital of CLP Holdings; CLP Power CLP Power Hong Kong Limited, formerly known as China Light & Power Company, Limited, which was the holding company of the Group prior to the Group Reorganization whereupon it became a wholly-owned subsidiary of CLP Holdings; Companies Ordinance the Companies Ordinance, Chapter 32 of the Laws of Hong Kong; Court The High Court of Hong Kong; Extraordinary General Meeting an extraordinary general meeting of CLP Holdings to be convened to approve the Share Premium Reduction; Group CLP Holdings and its subsidiaries from time to time; Group Reorganization the reorganization of the Group, effective as of 6th January 1998, by way of a scheme of arrangement under Section 166 of the Companies Ordinance, pursuant to which CLP Holdings was established as the new holding company of the Group and was listed on the Stock Exchange, after which CLP Power, the holding company of the Group prior to such Group Reorganization, withdrew its listing on the Stock Exchange; HK$ Hong Kong dollars, the lawful currency of Hong Kong; Off-market Repurchase the repurchase of 367,275,500 CLP Holdings Shares by CLP Holdings from CITIC Pacific or its subsidiaries pursuant to a share sale and repurchase agreement entered into between CLP Holdings, CLP Power and CITIC Pacific, which repurchase was completed on 12th October 1999; Share Premium Reduction the proposed reduction of the share premium account of CLP Holdings as described in this announcement; Shareholders holders of CLP Holdings Shares; and Stock Exchange The Stock Exchange of Hong Kong Limited. FORTUNE WELL: Winding Up Petition Hearing Set --------------------------------------------- The petition to wind up Fortune Well Properties Limited is scheduled to be heard before the High Court of Hong Kong on March 20, 2002 at 9:30 am. The petition was filed with the court on December 17, 2001 by The Commissioner of Inland Revenue of Hong Kong of Revenue Tower, 5 Gloucester Road, Wan Chai, Hong Kong. JUMBO MILLION: Petition to Wind Up Pending ------------------------------------------ The petition to wind up Jumbo Million International Limited is scheduled for hearing before the High Court of Hong Kong on March 20, 2002 at 9:30 am. The petition was filed with the court on December 17, 2001 by The Commissioner of Inland Revenue of Hong Kong of Revenue Tower, 5 Gloucester Road, Wan Chai, Hong Kong. OCEANIC GREEN: Winding Up Petition to be Heard ---------------------------------------------- The petition to wind up Oceanic Green Restaurant Company Limited is set for hearing before the High Court of Hong Kong on May 8, 2002 at 9:30 am. The petition was filed with the court on January 31, 2002 by So Cham Ching of Room 2512, Sau Wah House, Sau Mau Ping Estate, Kowloon, Hong Kong. VICTORY GROUP: Price, Turnover Movements Inexplicable ----------------------------------------------------- Victory Group Limited noted that recent increases in the price and the trading volume of the shares of the Company and stated that the Company is not aware of any reasons for such increases. The Company also confirmed that there are no negotiations or agreements relating to intended acquisitions or realizations which are discloseable under paragraph 3 of the Listing Agreement, neither is the Board aware of any matter discloseable under the general obligation imposed by paragraph 2 of the Listing Agreement, which is or may be of a price-sensitive nature. TCR-AP reported August last year that in order to alleviate the difficulties arising from the existence of odd lots of the Adjusted Shares as a result of the Capital Reorganization, the Company has agreed to procure Hing Wong Securities Limited (contact person Ms. Sandy Wong, telephone no.2866 8675) to stand in the market to provide matching services for the odd lots of Adjusted Shares. On September 19, 2001, the Company incurred HK$3.2 million H101 operations loss. ================= I N D O N E S I A ================= BANK CENTRAL: Farallon Named Winning Bidder ------------------------------------------- The government has selected the Farallon Capital Consortium, led by Farindo Holdings Ltd (Mauritius), as the winning bidder for its 51 pct stake in PT Bank Central Asia (BCA), AFX-ASIA reports, citing State Enterprises Minister Laksamana Sukardi. "The Farallon consortium's bid better met the criteria set by the Indonesian Bank Restructuring Agency (IBRA) than that put forward by rival bidder Standard Chartered Bank," Sukardi said. Sukardi said that during the first evaluation of the final bidders completed on Jan 28, Farallon received higher points than Standard Chartered, even though Standard Chartered offered to buy BCA at Rp1,800 per share compared to Farallon's offer price of Rp1,775 per share. The criteria set by IBRA placed 50 percent of the judgment weighting on the bidders' offer prices, 25 percent on the terms and conditions they are seeking, 20 percent on each consortium's membership structure and the quality of its leadership, and 5 percent on the bidders' business plans for Bank Central Asia. Sukardi said Standard Chartered offered a better price for the BCA stake but had also imposed some difficult conditions. He added that the government has requested the winning bidder not to lay off BCA employees. DAYA GUNA: Submits Debt Plan to IBRA ------------------------------------ Daya Guna Samudera (DGS) has submitted its debt plan to Indonesia Bank Restructuring Agency. After it completes its debt restructuring with IBRA, hopefully in June, it will move forward to talk to bondholders, DebtTraders Analysts, Daniel Fan (852- 2537-4111) and Blythe Berselli (1-212-247-5300), said. DebtTraders reported that Daya Guna's 10.000% bond due on 2007 (DGSA07IDA1) trades between 0.50 and 2. Go to http://www.debttraders.com/price.cfm?dt_sec_ticker=DGSA07IDA1 for real-time bond pricing. ========= J A P A N ========= APLUS CO: UFJ Bank Plans to Forgive Y100B Debt ---------------------------------------------- UFJ Bank will forgive APlus Co Ltd's debts totaling Y100 billion and will also consider taking up new shares to be issued by Aplus for Y30 billion. UFJ Bank will also forgive Misawa Homes Co Ltd's Y35 billion debt and will take preferred stocks to be issued by Misawa Homes for Y35 billion via Salomon Barney Principle Investment Japan Ltd's wholly owned subsidiary, PRNewsAsia reported Thursday. Earlier this month, UFJ Bank was finalizing its Y120-130 billion bailout package for consumer finance company APlus Co, expected to consist of a nearly Y100 billion debt waiver. Osaka-based Aplus reportedly has close to Y1 trillion interest-bearing debts. DAIWA BANK: Unit Receiving Y23.5B Capital Infusion -------------------------------------------------- Daiwa Bank Holdings Inc's subsidiary Daiwa Trust & Banking Co will receive a Y23.5 billion capital infusion by March 20 from 12 Japanese financial institutions. The fresh capital will allow the Daiwa Bank group to pay dividends on government-owned preferred stock for the current fiscal year ending March 31, Japan Today reported Friday, which cited Kyodo News. Early this month, Daiwa Bank Holdings, Inc. consolidated management with Asahi Bank, Ltd. through the exchange of shares on March 1, 2002. As a result of the transaction, Asahi Bank became a wholly owned subsidiary of Daiwa Bank HD. DEARLIFE CO: Files for Bankruptcy Protection -------------------------------------------- Dearlife Co Ltd, a real estate leasing company, has filed for bankruptcy protection with the Tokyo District Court, PRNewsAsia reported Thursday, which quoted a Daiwa Bank Holdings Inc. statement. Dearlife, a customer of Daiwa Bank subsidiary Asahi Bank Ltd, said the filing does not affect Asahi's earnings forecasts for the fiscal year ending March 31, 2002. Asahi has claims to the company amounting to Y3.4 billion. HITACHI LTD: Proposes 1-Yr 5% Wage Reduction -------------------------------------------- Hitachi Ltd. proposed to its labor union that workers take a 5 percent wage cut for one year beginning April 1, implemented separately from an annual wage deal struck Wednesday, the Japan Times reported Friday. The proposed cut is an emergency measure to help reinvigorate Hitachi, which forecasted a group net loss of Y480 billion on revenues of Y7.8 trillion for the current business year. Hitachi employees will receive the standard yearly increase of around 2 percent under the latest wage agreement for the 2002 business year, but the proposed 5 percent cut would leave workers with a net 3 percent pay cut in real terms. JAPAN AIRLINES: FTC Sees Legal Problem in Merger With JAS --------------------------------------------------------- Japan Airlines (JAL) and Japan Air System (JAS)' operations integration into a holding company Japan Airlines System Corp, as announced last November, poses problems under the Anti- Monopoly Law by impeding competition in domestic flights, Japan Today reported Friday, which cited a Fair Trade Commission (FTC)'s compiled interim report. The merger would create the sixth-biggest global carrier in terms of passenger miles. Last October JAL expected a group net loss of Y40 billion to March 31, citing a sharp fall in international air travel after the September 11 terrorist attacks. The Company, which earlier projected a net profit of Y25 billion, also lowered its consolidated operating forecast to a loss of Y50 billion this financial year from a previous forecast of Y43 billion profit. MISAWA HOMES: UFJ Bank Forgives Y35Bdebt, Accepts Stocks -------------------------------------------------------- UFJ Bank will forgive Misawa Homes Co Ltd's Y35 billion debt and will take preferred stocks to be issued by Misawa Homes for Y35 billion via Salomon Barney Principle Investment Japan Ltd's wholly owned subsidiary. UFJ Bank will also forgive Aplus Co Ltd's debts totaling Y100 billion and will consider taking up new shares to be issued by APlus for Y30 billion, PRNewsAsia reported Thursday. Earlier this month, Standard & Poor's lowered its rating on midsize Japanese homebuilder Misawa Homes Co. Ltd. to double- 'Cpi' from single-'Bpi', following the company had officially requested forgiveness of a portion of its loans from UFJ Bank Ltd., one of its major creditors. NISSAN MOTOR: In Talks to Set Up Subcompacts JV in China -------------------------------------------------------- Nissan Motor Co wishes to set up a special China operations division. Talks are ongoing with China's Dongfeng Automotive Group in central Hubei province for a subcompacts production joint venture (JV), and expects the deal will be concluded by the end of the first quarter this year, Japan Today reported Friday. Last month, Carlos Ghosn, President & Chief Executive officer of Nissan Motor, emphasized that Nissan Revival Plan (NRP)'s commitments will be successfully achieved by March 2002, a year ahead of schedule. He said all critical targets, including the 20 percent reduction in purchasing costs as outlined in the 3- year NRP, would also be reached a year earlier than planned. He also revealed Nissan's new target of 15 percent purchasing cost reduction in three years within context of NISSAN 180, in which purchasing cost reduction is one facet. SEIYU LTD: Wal-Mart Acquires 6.1% Stake for Y6 Billion ------------------------------------------------------ American retail giant Wal-Mart Stores Inc. and Seiyu Ltd. are forming a capital alliance, with Wal-Mart to acquire a 6.1 percent stake in Seiyu for Y6 billion via a third party allocation by the end of May, Japan Times reported Friday. Trading house Sumitomo Corp., Seiyu's largest shareholder, is the go-between for the deal. Wal-Mart will have options to raise its stake in Seiyu to 33.4 percent by the end of this year, 50.1 percent by the end of 2005 and 66.7 percent by the end of 2007. The total equity injection would be 260 billion yen, or $2 billion. The options are all subject to shareholders' approval at a Seiyu meeting in May. Seiyu President Masao Kiuchi said the funds from Wal-Mart and Sumitomo will enable his firm to accelerate corporate restructuring. Charles Holley Jr., senior vice president at Wal- Mart Stores' International Business Unit, also said, "We view (the initial investment of 6.1 percent) as a first step for a long-term partnership with Seiyu and Sumitomo. It provides us a platform in Japan. To be known as a true global retailer, you must be in Japan, the second-largest economy in the world." SNOW BRAND: Fires 19 Executives Involved in Fraud ------------------------------------------------- Snow Brand Foods Co dismissed 19 executives, including the former center chief, March 7, at its Kansai Meat Center in Hyogo Prefecture, for their involvement in a series of scandals that led to the Company's downfall, Japan Today reported Friday. The dismissed executives were privy to the fraudulent labeling of Hokkaido Prefecture made beef as produced in Kumamoto Prefecture. The Company fired most of its 1,000 employees on March 10. The firm was accused in January of deliberately mislabeling beef products, which caused a sharp decline in sales. It admitted passing off imported beef as Japanese beef to benefit from a government buyback plan introduced last fall following the discovery of mad cow disease in the country. TOKYO ELECTRIC: Union Agrees to Wage Hike Freeze ------------------------------------------------ Tokyo Electric Power Co (TEPCO) management concluded wage negotiations for this year with the Company's labor union, with the latter agreeing to a freeze in basic pay increase for the third consecutive year. The deal includes an annual age-based pay hike of 4,400 yen per month for 30-year-old workers who have been with the company for 12 years, Japan Today reported Friday, which cited Kyodo News. According to Wrights Investors service, at the end of 2001, Tokyo Electric Power Company Incorporate had negative working capital, as current liabilities were Y3.02 trillion while total current assets were only Y603.47 billion. ========= K O R E A ========= ASIANA AIRLINES: Expects Two-Month Profits to Reach W16.6B ---------------------------------------------------------- Asiana Airlines expects to book a recurring profit of W16.6 billion in the two months to February, compared with a loss of W27.8 billion last year, PRNewsAsia reported Wednesday. Sales reportedly increased 10.5 percent year-on-year to 371.2 billion for the two months on the back of a surge in travel from China and stable international oil prices. A Company spokesman said, "The winter season usually sees low demand but the passenger seat occupation ratio is close to the level of a peak season, higher than 76 percent." With the two- month results coming in stronger than expected, the airline said it has raised its 2002 performance targets. The recurring profit target has been raised to W349.9 billion from W312.6 billion, operating profit to W193.6 billion from W171.4 billion, and sales to W2.54 trillion from W2.53 trillion, he added. Fitch Ratings downgraded early last month the Company's senior unsecured foreign currency debt rating for Asiana Airlines S.A. (Asiana) to 'B' from 'BB-'. The rating remains on Rating Watch Negative. CHOHUNG BANK: To Issue W300B Subordinated Bonds ----------------------------------------------- Chohung Bank plans to issue W300 billion worth of subordinated bonds, with a maturity period of 5 years and 9 months. The debts will carry a coupon rate of 7.3 percent for one month, and 7.35 percent for three months, Korea Herald reported Thursday. DebtTraders reports that Cho Hung Bank's 11.875% bond due in 2010 (CHOH10KRS2) trades between 113.500 and 114.750. For real- time bond pricing, go to http://www.debttraders.com/price.cfm?dt_Sec_ticker=CHOH10KRS2 DAEWOO ELECTRONICS: Creditors Quit Sale Talks ---------------------------------------------- Daewoo Electronics Co's creditors decided to scrap talks to sell the Company as bids from three overseas investors were too low, PRNewsAsia reported Thursday. Creditors will decide on details of a plan to divide the company into core businesses and non-core businesses for either separate sales or liquidation. According to a creditor official, Daewoo Electronics's overseas debt has been the biggest obstacle to the sale deal. HANVIT BANK: Sells Two Units to Woori Finance Holdings ------------------------------------------------------ Hanvit Bank, a subsidiary of Woori Finance, will sell its two financial units Hanvit Securities and Hanvit Investment Trust Management to Woori Finance Holdings Co. for W169.2 billion. Hanvit will sell its 40 percent stake in the brokerage firm for W112.37 billion, and 100 percent stake in the trust management company for W56.84 billion, Korea Herald reported Friday. The Hanvit Bank's two units will then be under the wing of the state-owned financial holding company, underscoring Woori Finance's strategy of expanding into other financial segments. Hanvit will suffer W46 billion in losses from the sale of Hanvit Securities under the terms of the sales, but would gain W19 billion from the sale of Hanvit Investment Trust. HYNIX SEMICON: Creditors to Decide on Micron Deal Next Week ------------------------------------------------------------ Hynix Semiconductor Inc's creditors decided to make a final decision early next week on whether to sign a memorandum of understanding to sell the company's memory operations to Micron Technology Inc, PRNewsAsia reported Friday. Micron reportedly wants to conclude the talks before March 18 when it plans to announce its fourth quarter results. A Hynix restructuring committee official said a team from Hynix and its creditors is now in the US for talks with Micron and will come home this weekend with the result of the latest round of talks. "Creditors will meet early next week to make a final decision once the negotiation team comes back with the result of talks," he said. SHINHAN BANK: Plans to Raise US$150M in Loans --------------------------------------------- Shinhan Bank plans to raise US$150 million in overseas capital at the London interbank offered rate (Libor) plus 0.27 percentage point. The lender will first sell floating rate notes with a maturity of one-year. Co-lead managers will be ABN Amro, with the official contract for the loans to be made early next month, Korea Herald reported Friday. Shinhan Bank said the financing cost is the lowest for all Korean financial companies since the financial meltdown in late 1997. The loans will be raised by selling FRNs to Hong Kong- based financial institutions, and they will offer loans worth $150 million to Shinhan Bank on currency swaps and basis swaps contracts. Meanwhile, Shinhan Bank will also sell W100 billion worth of subordinated bonds from March 14 to March 28. The bonds, which carry a maturity of six years, will be issued in two tranches, debts with one- and three-month coupons, and debts with three- month coupons, Korea Herald reported Thursday. =============== M A L A Y S I A =============== AUSTRAL AMALGAMATED: Subsidiary Faces Winding Up Petition --------------------------------------------------------- Austral Amalgamated Berhad (Special Administrators Appointed) (AAB) announced that Mandarin Tours and Travel Sdn. (MTT), a subsidiary of AAB was served with a winding-up petition on 28 February, 2002 by Great Union Properties Sdn. Bhd. (GUPSB) via Kuala Lumpur High Court Companies (Winding-Up) No. D7-28-124- 2002. GUPSB presented the winding-up petition to the High Court of Malaya on 30 January, 2002 and the winding-up petition was served on MTT on 28 February, 2002. The claim under the petition amounts to RM13,221.26 together with interest at the rate of 8 percent per annum on the said sum from 24 October, 1998 till the date of final settlement, and costs of RM562.00. The amount claimed by the petitioner is for room rental that was provided to MTT by GUPSB. The total cost of investment by AAB in MTT is RM2,200,000.00. MTT operates a travel and tour agency in Kuala Lumpur and branches across Malaysia. MTT has been incurring losses for the past few years and the operations of MTT have been significantly reduced. Further, the winding-up proceedings on MTT would not have any financial or material impact on AAB. At the same time, AAB does not expect to incur any expected losses from the winding-up proceedings. The Directors of MTT are currently seeking legal advice on the winding up proceedings. AUTOINDUSTRIES VENTURES: Updates Defaulted Payment Status --------------------------------------------------------- Autoindustries Ventures Berhad posted the position of the Company in respect of its default in payments in the month of March, 2002: Name of Creditor Principal Interest Total (RM) (RM) (RM) i) Pacven Walden Ventures 2,730,955.03 1,108,445.97 3,839,401.00 Kedua III L.P ii) BI Walden Ventures 1,069,577.00 434,120.00 1,503,697.00 Kedua Sdn Bhd iii) Financial Institutions 3,845,653.70 347,400.61 4,193,054.31 -------------- ---------- ------------ TOTAL 7,646,185.73 1,889,966.58 9,536,152.31 ============ ============ ============ a) The reasons for the default in payments and the measures to be taken by the Company are as announced on 14 December 2001. One of the measures mentioned by the Company in the announcement to KLSE on 14 December 2001 to address the default in payments is to carry out a proposed restricted issue of up to 13,000,000 new ordinary shares of RM1.00 each at a proposed issue price of RM1.00 each per share for cash and issue of 2,000,000 new ordinary shares of RM1.00 each to BI Walden Ventures Kedua Sdn Bhd and Pacven Walden Ventures III L.P. at a proposed issue price of RM1.00 each as part settlement of the amount due. As announced on 14 February 2002, the application for the Proposed Restricted Issue of Shares which has been submitted on 8 February 2002 by the Merchant Bankers, Commerce International Merchant Bankers Berhad is still pending approvals from the relevant authorities concerned. b) There should not be financial and legal implications in respect of the default in payments including the extent of the Company's liability in respect of the obligations incurred under the agreements for the indebtedness as the Management is currently negotiating with the leaders on the rescheduling of payment terms through the Proposed exercise. The Management is of the opinion that the default in payments should not constitute any event of default under a different agreement for indebtedness (cross default) due. c) The management is of the opinion that the default in payments should not constitute any event of default under a different agreement for indebtedness (cross default) due to the Management's initiative as indicated in Paragraph (b) above. CEPATWAWASAN GROUP: Director Deals Securities in Closed Period -------------------------------------------------------------- Cepatwawasan Group Berhad has received a notice dated 14 March 2002 from Mr. Tsen Thau Tet, a Company director, of his intention to deal in the securities of the Company during the closed period: I, Tsen Thau Tet, being a director of the Cepatwawasan Group Berhad ("the Company") hereby gives notice that I intend to deal in the securities of the Company during the closed period pending the announcement by the Company of its results for the third quarter ended 31 January 2002. My shareholdings in the Company as at 14 March 2002 are as follows: Type of securities: Ordinary shares of RM1.00 each Direct interest No. of shares: 2,514,329 No. of shares as percentage of issued and paid up capital: 1.33 Indirect interest No. of shares: 1,423,230 No. of shares as percentage of issued and paid up capital: 0.75 Profile From S & P Coconut Industries (M) Sdn Bhd to S & P Food Industries (M) Sdn Bhd on 14 August 1991 and to Cepatwangsa Group Bhd on 24 October 2001. The Company (SPFI), on 16 August 2000, proposed to undertake a capital reduction and scheme of arrangement involving the incorporation of a new investment holding company (Newco) and share exchange exercise on the basis of one consolidated SPFI share for one Newco share. Upon completion of the scheme, SPFI proposed to implement a rights issue, a debt restructuring scheme to settle the Group's financial obligations by way of cash repayment and an issuance of Newco ICULS, and a settlement of a stockbroking company's claim also via an issuance of Newco ICULS. Concurrently, SPFI proposed to acquire equity interests in 15 companies involved in operation of oil palm and cocoa plantations, operation of palm oil mill, investment holding, provision of equipment hiring and plantation management services, provision of plantation development contracting services and sale of oil palm seedlings. Pursuant to these acquisitions, SPFI proposed to settle amounts owing to certain directors and shareholders of these companies and to purchase two oil palm estates. Following this, SPFI proposed to dispose of its existing business and subsidiaries to Simfoni Melangit Sdn Bhd and apply for transfer of listing from KLSE's Second Board to the Main Board. In effect, the restructuring exercise would change SPFI's core business to plantations. A revised scheme was later submitted to the SC on 8 March 2001, incorporating changes to the purchase consideration of the companies and estates to be acquired. Subsequently, on 16 April 2001, the SC approved the scheme subject to certain conditions but rejected SPFI's proposed transfer to KLSE's Main Board. In early May, however, in view of current market conditions, SPFI aborted its rights issue exercise. In its replacement, certain vendors of the acquiree companies agreed to advance RM5m cash to Newco (presently known as 'Cepatwawasan Group Bhd' (CGB)) upon completion of the acquisitions. This shareholders' advance will provide CGB with adequate funding to meet the cash settlement portion to its debt restructuring and defray related expenses of the corporate exercises. On 8 June 2001, the High Court granted an order to SPFI to convene members' meetings, to be held within a period of 90 days from the date of the order, for the purpose of approving the scheme. Subsequently, on 14 June 2001, the SC approved the revisions made to the scheme. The scheme is now pending approvals from shareholders and KLSE and sanction from the High Court. INNOVEST BERHAD: Hearing to Strike Winding-Up Petition Set ---------------------------------------------------------- Innovest Berhad announced that its solicitors had on 25 February 2002 filed a Notice of Motion to strike out the Winding-up Petition (Companies Winding-up No. D6-28-78-2002) filed by Chemstab Asia (M) Sdn Bhd (Chemstab) against Merry Acres Sdn Bhd, a wholly owned subsidiary of the Company. The application to dismiss the winding-up petition was served on Chemstab on 6 March 2002 and the matter has been fixed for hearing on 19 March 2002. LAND & GENERAL: Appoints Md Salleh as Director ---------------------------------------------- Land & General Berhad posted this notice: Date of change : 14/03/2002 Type of change : Appointment Boardroom Designation : Director Directorate : Non Independent & Non Executive Name : Md Tarmuzi Md Salleh Age : 45 Nationality : Malaysian Qualifications : 1. Master in Business Administration, University of Connecticut, USA 2. Bachelor in Business Administration, Ohio University, USA Working experience and occupation : Encik Tarmuzi joined the Employees Provident Fund Board (EPF) in 1993 as Senior Manager in the Business Development Division. Presently, he is serving in the Property Management and Development Division, EPF. Prior to joining the EPF, Encik Tarmuzi was with the Puncak Group of Companies and several other private companies. Currently, he is also the Executive Director of MBSB Properties Sdn Bhd, MBSB Development Sdn Bhd and MBSB Project Management Sdn Bhd. Directorship of public companies (if any) : Subsidiaries of Malaysia Building Society Berhad 1. MBSB Properties Sdn Bhd 2. MBSB Development Sdn Bhd 3. MBSB Project Management Sdn Bhd Family relationship with any director and/or major shareholder of the listed issuer : Nil Details of any interest in the securities of the listed issuer or its subsidiaries : Profile Originally a sawmiller, trader in sawn timber and also a manufacturer and trader in timber mouldings, the Group has since expanded its activities to include real estate development, timber logging and downstream processing, manufacturing of polyvinyl chloride resins, compound and PVC products, marine transportation and support services to the oil and gas sector, education, and high technology. The Group is presently pursuing the restructuring of its financial obligations to contractors, creditors and bank lenders as well as its Euro convertible holders. The restructuring scheme it had earlier proposed in November 2000 is being re-evaluated given the current capital market and economic situation. Meanwhile, the Group is undertaking a programmed to dispose of non-core assets. These include 49 percent in Armada Tankers Sdn Bhd and 100 percent in Cakara Alam (PNG) Ltd (held through subsidiary Overseas & General Ltd) and 100 percent in Industrial Resins (Malaysia) Bhd. On 5 July 2001, a SPA was entered into between the Company, KL- Kepong Property Holdings Sdn Bhd (KLKPH), Clarity Crest Sdn Bhd (CC), Key Century Sdn Bhd (KC) and Lembah Beringin Sdn Bhd (LB) to terminate the JVA entered into by the Company and KLKPH to develop land held by these companies into mixed development projects comprising, inter-alia, commercial and residential units. The land is located at Lembah Beringin and its surrounding areas. In view of changes in the economic environment resulting in delay of development, the parties propose to disengage their existing JV arrangements. On 12 August 2001, subsidiary Bandar Sungai Buaya Sdn Bhd (BSB) defaulted on its financial obligation to redeem 41,000 redeemable preference shares amounting to RM41,000 and to settle a deferred cash payment of RM28,464,264 which represent partial settlement of the purchase consideration for the acquisition of 3,094.5 acres of land in 1996 by BSB from Murna Jaya Development Bhd (MJD). BSB and L&G are currently in discussions with MJD to develop a revised proposal to restructure the financial obligations of BSB by issuance of equity in BSB (an earlier scheme to do this had been part of the November 2000 proposed scheme). The revised BSB proposal forms part of the overall debt restructuring exercise of the L&G Group. L&G proposes to partially settle the amount owing to its financial institution lenders and certain financial institution lenders of BSB and associated company Islands Helicopter Services Pty Ltd, to whom corporate guarantees/letter of support have been provided by L&G, and convertible bond holders of L&G (Scheme Creditors) via swapping with the shares of BAB owned by the L&G Group. L&G and subsidiary Bestform Ltd, own a total of 29,634,164 shares in BAB (47.0 percent). The proposed BAB swap forms an integral part of the overall debt restructuring scheme of L&G, which is pending finalization. The remaining debts owing to the Scheme Creditors not settled pursuant to the proposed BAB swap will be dealt with under the overall debt restructuring scheme. The Group has ceased the furniture business undertaken by subsidiary, Lang Furniture (Selangor) Sdn Bhd. MEASUREX CORPORATION: Winding-Up Petition Filed By J.M.s -------------------------------------------------------- Measurex Corporation Berhad (MCB) announced that MCB was informed on 14 March 2002 by the Solicitors of the Judicial Managers of the following subsidiaries (all under judicial management as announced previously) of MCB * Measurex Holdings Pte Ltd (MH)(a subsidiary of MCB) * Measurex Engineering Pte Ltd (ME)(a subsidiary of MH) * Measurex Precision Pte Ltd (MP) (a subsidiary of MH) that the Judicial Managers, Mr Ong Yew Huat and Mr Nagaraj Sivaram care of Messrs Ernst & Young of 10 Collyer Quay #21 01 Ocean Building Singapore 049315 have presented petitions to the High Court of the Republic of Singapore to wind up MH, ME and MP by the Court under the Singapore Companies Act, (Chapter 50). Mr Ong Yew Huat and Mr Nagaraj Sivaram have consented to act as Liquidators for MH, ME and MP, if so appointed by the Court. MEASUREX CORPORATION: Unit Voluntary Wound Up --------------------------------------------- Measurex Corporation Berhad (MCB) announced that Measurex Precision (Ii) Pte Ltd (MPII), a wholly owned subsidiary of Measurex Engineering Pte Ltd (In Judicial Management), in turn a wholly owned subsidiary of Measurex Holdings Pte Ltd (in Judicial Management), a subsidiary company of MCB had passed a Special Resolution on 14 March 2002 to wind-up MPII voluntarily. Mr Ong Yew Huat and Mr Nagaraj Sivaram both of Messrs Ernst & Young, 10 Collyer Quay, #21-01 Ocean Building Singapore 049315 have been appointed liquidators for this purpose. PARK MAY: Heads of Agreement Terms Extended One Month ----------------------------------------------------- Aseambankers Malaysia Berhad (Aseambankers), on behalf of the Board of Directors of Park May Berhad (Park May or the Company), in reference to its announcement dated 18 February 2002 in relation to the Proposals, announced that, in accordance with Clause 4 of the Heads of Agreement (HOA) dated 18 February 2002, Park May, Kumpulan Kenderaan Malaysia Berhad (KKMB) and Renong Berhad (the Parties) have mutually agreed in writing via a Letter Of Agreement dated 14 March 2002, to extend the term of the HOA for another one month commencing 18 March 2002 to 17 April 2002 or such extended date as the Parties may mutually agree in writing. The "Proposals": * Proposed Acquisitions of Nine (9) Companies From Kumpulan Kenderaan Malaysia Berhad (KKMB) for an Indicative Purchase Consideration of Rm128.0 Million to be Satisfied by an Issuance of 128.0 Million New Ordinary Shares of Rm1.00 Each in Park May at Par (Proposed Acquisitions); * Proposed Application for Exemption by KKMB From the Obligation to Make a Mandatory General Offer for the Remaining Park May Shares Not Held by KKMB After The Proposed Acquisitions (Proposed Exemption); * Proposed Restricted Offer For Sale (ROS) / Placement of 27,437,800 Ordinary Shares of Rm1.00 Each in Park May at Par by Renong Berhad to the Minority Shareholders of Park May and Identified Placees (Proposed Ros / Placement); and * Proposed Public Issue / Private Placement of 10,000,000 New Ordinary Shares of Rm1.00 Each in Park May at Par (Proposed Public Issue / Private Placement). PILECON ENGINEERING: MoU With PIL Executed ------------------------------------------ Pilecon Engineering Berhad (PEB) has executed a Memorandum of Understanding with Pratibha Industries Ltd (PIL) on 8 March 2002 wherein the parties agree to submit a tender on a turnkey basis for the design and construction of civil, mechanical and electrical works for a 455-million liter per day (mld) water treatment plant at Panjrapur and Prechlorination Plant at Pise (the Project) for Municipal Corporation of Mumbai, Mumbai Maharashtra, India. Rationale The rationale of the proposed submission of tender is to provide PEB with an additional income stream in an industry, which PEB has, expertise and is currently engaged in. Financial Effect The tender, if successfully awarded to PEB, has no immediate impact on the earnings of PEB. Approval Required The Project is not subject to the approval of any authorities in Malaysia. However, PIL has undertaken to provide necessary assistance to PEB in ensuring compliance with the local by-laws and statutory requirements in India. Directors and Substantial Shareholders Interests None of the Directors nor substantial shareholders of PEB or persons connected to them has any interests, direct or indirect in the Project. Statement by Directors The Directors are of the opinion that the Project is in the best interest of the Company. TCR-AP reported last month that a winding-up petition was presented at the Shah Alam High Court on 27 December, 2001, against Pilecon Building Construction Sdn Bhd (PBCSB) and at the Kuala Lumpur High Court on 31 December 2001 against Tegas Sejati Sdn Bhd (TSSB), and served onto PBCSB on 21st day of February 2002 and TSSB on 31st day of January 2002, for a claim of RM350,618.98 and RM279,000.00, respectively. TECHNO ASIA: Submits Feb Report, Statutory Declaration to KLSE -------------------------------------------------------------- Techno Asia Holdings Berhad, pursuant to PN 4/2001 in relation to paragraph 8.14 of the Revamped Listing Requirements of the Kuala Lumpur Stock Exchange, being an affected listed issuer, announced that in compliance with the obligation imposed under the said practice note, the monthly report for the month of February 2002 accompanied by the statutory declaration duly executed by the Special Administrators (SA) had been submitted to the KLSE on 14th March, 2002. TCR-AP reported mid-February that the SA were appointed to the Company and its subsidiary company Prima Moulds Manufacturing Sdn Bhd (PMMSB) by Pengurusan Danaharta Nasional Berhad (Danaharta) pursuant to Section 24 of the Pengurusan Danaharta Berhad Act 1998 as amended by the Pengurusan Danaharta Nasional Berhad (Amendment) Act 2000 (Danaharta Act or the Act). ===================== P H I L I P P I N E S ===================== NATIONAL POWER: Congressional Panel OKs Assets Privatization ------------------------------------------------------------ National Power Corp. (NAPOCOR)'s transmission assets privatization plan was approved by a congressional panel Wednesday night, Inquirer News Service reported Thursday. President Gloria Macapal-Arroyo is expected to approve the privatization plan estimated to fetch US$2 billion. Under the plan, Power Sector Assets and Liabilities Corp. (PSALM), the firm set up to sell the Napocor assets, could either sell outright or lease out Napocor's transmission assets. PSALM President, Edgardo del Fonso, said the legislative panel has yet to pass the privatization plan for Napocor's generation assets that PSALM needs before it can mount an international road show. NATIONAL POWER: Forecasts P34B 2002 Net Loss -------------------------------------------- National Power Corp.(NAPOCOR)'s Chief Executive Officer, Roland Quilala, said he expects the Company's net loss to rise to P34 billion this year, up from P10.4 billion last year due to P12.9 billion in severance benefits of the power Company's 8,800 employees affected by the privatization, and payment of maturing debts of US$800-900 million, Inquirer News Service reported Thursday. Severance pay equivalent to one-and-a-half month's salary for every year of service is provided by the Electric Power Industry Reform Act. UNIWIDE GROUP: To Settle P723M Debt With LBP Via Assets Swap ------------------------------------------------------------ Land Bank of the Philippines (LBP) agreed to an asset-for-debt swap to settle Uniwide group of companies' P723 million debt, PRNewsAsia reported Wednesday, which cited Uniwide's letter to the Securities and Exchange Commission. The first asset-for-debt swap will settle PhP634.9 million worth of debt, while another asset-swap arrangement sill settle the balance. Uniwide has been paying its total debt worth about PhP11 billion with asset swaps. Monico Jacob, Chairman of the SEC receivership committee for Uniwide, in the letter, said, "The second (swap deal) will determine the final amount to be restructured in accordance with the second amended rehabilitation plan." ================= S I N G A P O R E ================= CAPITALAND LTD: Singapore Technologies Considers Cutting Stake -------------------------------------------------------------- Singapore Technologies Pte Ltd's Chairman Peter Seah said the Company may consider reducing its stake in CapitaLand in the future if such a move would contribute positively to CapitaLand. Singapore Technologies, which holds a 47.51 percent stake in CapitaLand, however prefers to remain the largest shareholder in most of the companies it owns. "We continue to review our shareholdings (but) we don't just sell for the sake of selling. If by selling some of our stake to increase new capital or dilute our stakes, if these measures would help us build our business further then the answer is yes," Seah said. CAPITALAND LIMITED: Singapore Technologies Changes Interests ------------------------------------------------------------ Capitaland Limited posted a notice of changes in substantial shareholder Singapore Technologies Pte Ltd's deemed interest: Date of notice to company: 14 Mar 2002 Date of change of interest: 11 Mar 2002 Name of registered holder: CDP: DBS Vickers Securities Singapore Pte Ltd Circumstance giving rise to the change: Sales in open market at own discretion Shares held in the name of registered holder No. of shares of the change: 257,000 % of issued share capital: 0.0102 Amount of consideration per share excluding brokerage,GST,stamp duties,clearing fee: $1.94 No. of shares held before change: 257,000 % of issued share capital: 0.0102 No. of shares held after change: 0 % of issued share capital: 0 Holdings of Substantial Shareholder including direct and deemed interest Deemed Direct No. of shares held before change: 329,681,838 1,197,123,933 % of issued share capital: 13.09 47.55 No. of shares held after change: 329,424,838 1,197,123,933 % of issued share capital: 13.08 47.55 Total shares: 329,424,838 1,197,123,933 =============== T H A I L A N D =============== GRAND PIYAROM: Business Reorganization Petition Filed in Court -------------------------------------------------------------- Grand Piyarom Company Limited (DEBTOR), engaged in buying, selling, exchanging and rental land & building, filed its Petition for Business Reorganization at the Central Bankruptcy Court: Black Case Number 916/2544 Red Case Number 1189/2544 Petitioner: SIMA THANI COMPANY LIMITED Planner: STANDARD ASSET MANAGEMENT COMPANY LIMITED Debts Owed to the Petitioning Creditor: Bt195,716,934.45 Date of Court Acceptance of the Petition: September 3, 2001 Date of Examining the Petition: October 1, 2001 at 9.00 A.M. Court has set the Date for the Next Examining the Petition: November 9 and 19, 2001 Court Order for Business Reorganization and Appointment of Planner: December 3, 2001 Announcement of Court Order for Business Reorganization and Appointment of the Planner in Matichon Public Company Limited and Siam Rath Company Limited: December 14, 2001 Announcement of Court Order for Business Reorganization and Appointment of the Planner in Government Gazette: January 8, 2002 Deadline for the Planner to submit the Reorganization Plan to the Official Receiver: April 8, 2002 Contact: Ms. Niramon Tel, 6792525 ext. 143 POWER-P PUBLIC: SET Lifts `NP' Notice, `SP' Sign Remains -------------------------------------------------------- Power-P Public Company Limited (PP) has publicly released its audited yearly financial statement for the period ending 31 December 2001 to the SET in line with the procedures specified by the SET. Therefore, the SET has lifted the `NP' (Notice Pending) sign on the securities of the company and replaced it with the `NR' (Notice Received) sign effective from the second trading session of 12 March 2002. The SET first posted the `NP' sign on the securities of the company on 4 March 2002 and posted the `SP' sign on 11 March 2002 while waiting for the firm to send the information via ELCID. However, since PP is facing possible delisting, it is preparing its rehabilitation plan. Therefore, the SET still posts `SP' sign on the Company's securities. Below is the audited yearly financial statement for the period ending 31 December 2001: Power-P (Public) Company Limited Audited Ending December 31, (In thousands) For year 2001 2000 Net profit (loss) (299,867) (455,141) EPS (baht) (14.28) (21.67) SINO-THAI ENGINEERING: Denies Construction Contract Penalty ----------------------------------------------------------- Sino-Thai Engineering & Construction Public Company Limited (STECON), in relation to the report of Auditor General sent to the Permanent Secretary of Ministry of Foreign Affairs to consider claiming penalty from STECON for wrongful contract extension, clarified that the Ministry granted a 20 days Extension of Time in accordance with the terms of the Contract. Further, STECON delivered, and the Ministry of Foreign Affairs accepted, the Work in July 1999 accordingly all rights and liabilities between both parties are over. The issue of STECON being penalized from such contract is groundless. Wrights Investors' Service reported that the Company has paid no dividends during the last 12 months. It has not paid any dividends during the previous 6 fiscal years. TANAYONG PUBLIC: Debt Restructuring Underway -------------------------------------------- DebtTraders Analysts, Daniel Fan (852-2537-4111) and Blythe Berselli (1-212-247-5300), say "Tanayong Public Company Limited is in the process of rehabilitation. Bondholders must submit an application for debt repayment directly to Arthur Andersen, the financial advisor, rather than going through the trustee. The Company plans to ask for a substantial hair cut from bondholders. TCR-AP reported last month that the Central Bankruptcy Court has approved the petition filed by Tanayong PCL for a debt restructuring plan worth Bt27.1 billion. According to DebtTraders, Tanayong's 3.500% convertible bonds due on 2004 (TYON04THN1) are trading between 6 and 11. Go to http://www.debttraders.com/price.cfm?dt_sec_ticker=TYON04THN1 for more real-time bond pricing information. 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, Roy Tabamo, Editors. Copyright 2002. All rights reserved. ISSN: 1520-9482. This material is copyrighted and any commercial use, resale or publication in any form (including e-mail forwarding, electronic re-mailing and photocopying) is strictly prohibited without prior written permission of the publishers. Information contained herein is obtained from sources believed to be reliable, but is not guaranteed. The TCR -- Asia Pacific subscription rate is $575 for 6 months delivered via e-mail. Additional e-mail subscriptions for members of the same firm for the term of the initial subscription or balance thereof are $25 each. For subscription information, contact Christopher Beard at 240/629-3300. *** End of Transmission ***