/raid1/www/Hosts/bankrupt/TCRAP_Public/020412.mbx
T R O U B L E D C O M P A N Y R E P O R T E R
A S I A P A C I F I C
Friday, April 12, 2002, Vol. 5, No. 72
Headlines
A U S T R A L I A
ANACONDA NICKEL: Welcomes Macpherson as Non-Executive Director
ANSETT AUSTRALIA: New Zealand Government Releases Information
CALTEX AUSTRALIA: Posts Top 20 Shareholders
ENERGY WORLD: Plans Full Repayment of CBA Loans
FORESTECH LTD: Creditors' Meeting Resolves DOCA Date Amendment
MAXIS CORPORATION: Meets final DOCA Payment
MAXIS CORPORATION: Acquisition of IQ Discontinued
PHONEWARE LIMITED: Sirius Acquires Selected Subsidiaries
WATTLE GROUP: Former Canberra Adviser Pleads Guilty
WAIVCOM WORLDWIDE: Accepts OCO's Shell Restructuring Offer
C H I N A & H O N G K O N G
DAILYWIN GROUP: SGM to be Held April 26
EARNWIN LIMITED: Faces Winding Up Petition
GUANGDONG KELON: Enters Sale, Conditional SPA With Hainan
IFTA PACIFIC: Registers New Company Name
YODEN DEVELOPMENT: Cuts 2000 Operations Loss to HK$268,907
I N D O N E S I A
ASTRA INTERNASIONAL: To Sell Stake to Repay Debt
MEDCO ENERGI: Enters Purchase Agreement With EEX
J A P A N
MIZUHO HOLDINGS: S&P to Monitor Recovery on Operational Fiasco
SNOW BRAND: Yomiuri Shimbun Tie-Up Termination Report Groundless
SUN WAVE: R&I Affirms CP Rating at a-3
UBE INDUSTRIES: R&I Assigns L-T Rating to BBB-
K O R E A
DAEWOO INTERNATIONAL: Secures US$50M Deal From Saudi Arabia
DAEWOO MOTOR: GM to Expedite Bupyeong Plant Takeover
HYNIX SEMICONDUCTOR: Micron Requests US$500M Provision
SEOUL BANK: Government to Name Preferred Bidder by June
SSANGYONG MOTOR: 24.63% Stake Sale Likely
M A L A Y S I A
ESPRIT GROUP: Kuala Lumpur High Court Winds Up Subsidiary
HOTLINE FURNITURE: Unit's Winding Up Petition Adjourned
KUALA LUMPUR: SC Grants Proposed Disposal Conditional Approval
LONG HUAT: Monitoring Accountant Appointment Required
MALAYAN CEMENT: Obtains SC's Approval on Proposed Issue
S P SETIA: Provides Proposed Acquisition Developments
SENG HUP: Singaporean Unit Resolves Voluntary Winding Up
TECHNO ASIA: Updates Legal Proceedings Status
TELEKOM MALAYSIA: Clarifies Winding Up Petition Report
P H I L I P P I N E S
NATIONAL BANK: Justice Department OKs Govt Control Plan
PHILIPPINE LONG: Anticipates US$80M JBIC Loan Approval
S I N G A P O R E
FHTK HOLDINGS: Development Bank Changes Substantial Holding
OAKWELL ENGINEERING: Discloses Current Prospects Commentary
STRAITS TRADING: Dormant Unit Dissolved
T H A I L A N D
GENERAL ENGINEERING: SET Reveals Financial Adviser Appointment
ITALIAN-THAI: Discloses Business Reorganization Plan Summary
MEDIA OF MEDIAS: Decreases Registered Capital
SAKOL CHAROENSRI: Business Reorganization Petition Filed
* SET Allows, Suspends Trading of Listed Companies
- - - - - - - -
=================
A U S T R A L I A
=================
ANACONDA NICKEL: Welcomes Macpherson as Non-Executive Director
--------------------------------------------------------------
Anaconda Nickel Limited announced the appointment of Mr
Malcolm Macpherson to the Board as a non-executive director.
Until recently Mr Macpherson was Managing Director and Chief
Executive Officer of Iluka Resources Limited, a major West
Australian resources company.
In welcoming Mr Macpherson to the Board, the Chairman Mr James
Campbell said Mr Macpherson brings with him a wealth of
experience, particularly in the Australian mining and resources
sector, and he looks forward to working with him. In accepting
his appointment, Mr Macpherson expressed support for the asset
rationalization and debt restructuring process currently being
undertaken by Anaconda management.
Anaconda Chief Executive Officer, Mr Peter Johnston welcomed Mr
Macpherson's appointment saying, "Mr Macpherson's willingness to
join the Board reflects his support for Anaconda's new direction
and his experience will be invaluable in the restructuring
process."
In addition to his previous board appointments, which include
Chairman of Western Power Corporation from 1995-1999 and Deputy
Chairman of Eltin Limited from 1998-1999, Mr Macpherson has
played an influential leadership role in the Australian minerals
industry, serving as Senior Vice President of the Minerals
Council of Australia in 2000, as a member of the CSIRO
(Division of Mineral Products) Advisory Committee from 1989 -
1995 and as President of the Chamber of Minerals & Energy from
1990 - 1994.
ANSETT AUSTRALIA: New Zealand Government Releases Information
-------------------------------------------------------------
The New Zealand Government, on 10 April, released information on
the background to its investment in Air New Zealand and issues
relating to Ansett Australia. The following description is
located on the website of the Minister of Finance:
www.executive.govt.nz/minister/cullen/index.html
On 27 November 2001 the New Zealand Government finalized an
agreement to contribute capital to Air NZ of $885 million giving
the Crown an 82% ownership stake in Air New Zealand.
The first $300 million of that amount was provided as loan
monies to Air NZ in October 2001 from which $150 million was
paid to the administrator of Ansett to settle the claims of the
Voluntary Administrator (for Ansett) against Air NZ. In November
2001 the Government announced that it would pay 27 cents a share
for the second tranche ($585 million) of the recapitalization
package. The loan of $300 million would be converted to (voting)
convertible preference shares at 24 cents per share. The
Government also made a commitment to provide up to $150 million
in further funding before June 2003.
The papers included in this information release comprise:
* formal reporting by The Treasury to the Minister of Finance
* formal reporting by the Ministry of Transport to the
Minister of Transport
* officials' internal papers on the feasibility and pros and
cons of statutory management as an option for Air NZ
* correspondence between Ministers and airlines (Air NZ,
Singapore Airlines, Qantas)
* correspondence between other parties, for example Cameron &
Co, airlines, Brierley Investments
* consultants' reports (Cameron & Co and PA Consulting Ltd).
Some deletions have been made to the papers in order to protect
commercially sensitive information that could prejudice Air NZ
if acted on by certain interested parties (eg competitors).
The papers are recorded in date order. The first paper is dated
19 March 2001 and the most recent is 7 December 2001. View the
full listing of documents in date order.
CALTEX AUSTRALIA: Posts Top 20 Shareholders
-------------------------------------------
Caltex Australia Limited posted the shareholding distributed as
of 31 January 2002:
RANGE OF HOLDINGS NO OF NO OF %
HOLDERS SHARES
1 - 1,000 15,798 9,298,727 3.45
1,001 - 5,000 10,894 29,393,338 10.89
5,001 - 10,000 1,997 15,804,523 5.85
10,001 - 100,000 1,162 27,233,577 10.09
100,001 and over 56 188,269,835 69.73
TOTAL 29,907 270,000,000 100.00
THE TWENTY LARGEST HOLDERS OF ORDINARY SHARES, AS AT 31/01/2002
NAME NO OF %
SHARES
Chevron Texaco Global Energy Inc 135,000,000 50.00
RBC Global Services Australia Nominees Pty Ltd 14,582,196 5.40
Rubicon Nominees Pty Ltd 8,608,436 3.19
National Nominees Ltd 5,670,345 2.10
Westpac Custodian Nominees Ltd 4,108,593 1.52
AMP Life Limited 2,806,824 1.04
ANZ Nominees Ltd 1,465,254 0.54
AMP Nominees Pty Ltd 1,391,257 0.52
Chase Manhattan Nominees Ltd 1,374,801 0.51
Commonwealth Custodial Services Ltd 1,169,768 0.43
Citicorp Nominees Pty Ltd 966,772 0.36
S H Kam Investment Pty Ltd 800,000 0.30
AA Brofay Pty Ltd 645,717 0.24
Equipart Nominees Pty Ltd 636,983 0.24
Transport Accident Commission 616,438 0.23
Fortis Clearing Nominees Pty Ltd 568,037 0.21
(SGAFI Custodian Account)
Chemical Trustee Ltd 500,000 0.19
Pamela Margaret Ryan 500,000 0.19
Guardian trust Australia Ltd (Meridian Account) 479,723 0.18
Questor Financial Services Ltd (TPS RF Account) 355,297 0.13
ENERGY WORLD: Plans Full Repayment of CBA Loans
-----------------------------------------------
The Directors of Energy World Corporation Limited advised that,
following constructive discussions with the Commonwealth Bank of
Australia (CBA), the Company has submitted a plan to fully repay
all outstanding obligations to the CBA. The CBA has appointed an
independent expert to assist them in the evaluation of the plan
and in the meantime have agreed to defer the next repayment due
to the CBA from 31st March 2002 until 30th April 2002.
The plan involves the disposal of selected assets and additional
fund raising from third party sources. As part of these
discussions with the CBA, the Company are seeking to ensure that
reasonable time is available to the Company to achieve fair
value from the disposal of selected assets.
The Directors continue to explore appropriate avenues available
to the Company for achieving additional value to the
Shareholders and raising new funds. In this regard the plan also
embraces the prospect for a separate listing of the Australian
gas assets.
Further details in respect of these arrangements will be advised
to Shareholders when matters have been satisfactorily finalized
between the Company and the CBA and a mutually agreed and
revised repayment programmed has been established between the
Company and the CBA.
The Directors remain confident that appropriate agreements can
be negotiated with the CBA.
For further enquiries, please contact Mr Stewart Elliott, EWC's
Managing Director or Mr Brian Allen on 61 2 9247-6888.
FORESTECH LTD: Creditors' Meeting Resolves DOCA Date Amendment
--------------------------------------------------------------
The Directors of Forestech Limited advise of the following
developments:
1. Deed of Company Arrangement
At a meeting of creditors held on 8 April 2002, it was
unanimously resolved to approve the following resolution
"That clause 2.4 of the Deed of Company Arrangement (DOCA) be
amended by changing the date from 8 April 2002 to 1 July 2002."
This amendment has the effect of extending until 1 July 2002 the
period available to complete the reconstruction proposed under
Clause 2 of the Deed of Company Arrangement.
2. Reconstruction
The Directors are continuing to seek parties interested to
participate in the funding and redevelopment of the Company's
operations. Negotiations are continuing with a number of parties
who have expressed interest in developing the plantation
business activities identified in the Company's business plan. A
recent approach has also been received on account of other
activities and is now being investigated for consideration.
At this time no firm proposal has been received. However, the
extension of the Deed to 1 July 2002 will enable present
negotiations to be completed to determine if the funding
necessary to complete the restructuring and re- establishment of
the Company's operations can be achieved.
If successful, the outcome of ongoing negotiations will most
likely require Shareholder approval. The Shareholders' meeting
to approve the proposed reconstruction has therefore been
deterred so that it appropriate both issues can be considered
concurrently.
3. Hivesville Property
As previously reported, in March 2000 the Company entered into
an agreement to sell its leasehold interests in a property
located at Hivesville, Queensland. Under that agreement, the
purchaser was required to purchase the property and then
transfer portion to Forestech.
The purchaser failed to settle the purchase of the property and
transfer portion to Forestech, and also failed to maintain lease
rental payments due under the lease. The owner of the property
consequently terminated both the contract of sale and the lease
in August 2001.
The purchaser is therefore in default of the agreement with
Forestech. The Company's legal advisors have advised the
Directors that the Company has remedies available to it at law.
Further action will be considered once the future of the Company
is determined.
MAXIS CORPORATION: Meets final DOCA Payment
-------------------------------------------
The Directors of Maxis Corporation Limited announced that the
final payment of $650,000 due under the Deed of Company
Arrangement (DOCA) and payable by 7 April 2002, was paid on 4
April 2002. Maxis was able to meet the payment from its own cash
flow without recourse to any capital raising or borrowing.
This is a significant advance for Maxis whose three out of four
subsidiaries were placed under administration or receivership in
January and February 2001. Following a successful DOCA
negotiated by the Maxis Board, by November 2001 the subsidiaries
were released from administration and receivership and Maxis has
been able to return 100 cents in the dollar to secured creditors
and unsecured creditors will receive substantially more than
under a liquidation scenario.
Most importantly, Maxis has been able to preserve its Facilities
Management business (Managed Networks) and its Wireless
Satellite Communications business (Heartland Communications) for
the benefit of its shareholders and the Board is pleased to
advise that the operations of Maxis Group are now EBITDA
positive.
DOCA TO TERMINATE
Further to the above, Maxis has now written to the
Administrators requesting that they implement clauses 22(c) and
23 of the Deed which relates to the Termination of the Deed. As
required under the Deed the Administrators will have to
distribute the balance of the Deed funds and advise the ASIC
within 28 days that the Deed has been effectuated and
terminated.
This brings to a close for Maxis any continuing association with
external administrators and paves the way for the Board to seek
new opportunities for Maxis. In this regard, the Board is
pleased to advise that negotiations are at an advanced stage
with a significant telecommunications products and services
group (the Group) for joint efforts in expanding the services
and products that each company offers. It is anticipated that
Maxis subsidiary Managed Networks will enter an agreement to
offer its facilities management and network services to the
Group and its significant number of SME and larger corporate
clients.
Should any investor or shareholder have any queries in respect
of the above, please contact Vaz Hovanessian or Nicholas Swan at
Maxis on 02 9433 6600.
MAXIS CORPORATION: Acquisition of IQ Discontinued
-------------------------------------------------
Tele2002 Limited (Tele2000) on 11 March announced that it
entered into a binding Heads of Agreement in relation to the
sale of 25% of IQ Advanced Technologies Pty Limited (IQ). The
Directors of Tele2000 advised that it has agreed with
Maxis Corporation Limited (Maxis) to discontinue the due
diligence process and the acquisition until further notice.
IQ Advanced Technologies is a wholly owned subsidiary of
Tele2000 involved in the commercialization of an entertainment
solution for the Hospitality industry, including the provision
of Video on Demand, High Speed Internet and other services.
IQ & Maxis will continue to co-operate in the technical
development and commercialization of IQ's digital hotel
entertainment system and revisit the opportunity for any equity
participation or joint venture at a later date.
PHONEWARE LIMITED: Sirius Acquires Selected Subsidiaries
--------------------------------------------------------
Sirius Telecommunications Limited (Sirius) (ASX: SIU) on
Thursday entered into an agreement to acquire selected
subsidiaries of Phoneware Limited (Phoneware) (ASX:PHO) in a
scrip based purchase representing less than 14 percent of
Sirius' capital at a value of approximately $2.2 million. Sirius
anticipates the acquisition will add up to $8m in revenue in the
first year and is expected to contribute positive earnings
within three months.
The Phoneware businesses acquired by Sirius comprise PABX call
cost management systems and data cost management systems.
Phoneware provides cost accounting functionality compatible with
all the major PABX suppliers including NEC, Commander, Siemens,
Avaya and data systems suppliers such as Cisco.
The Phoneware PABX call cost management systems have an
estimated 60 percent share of the Australian market and sales
have commenced in SE Asia. Phoneware also provides data cost
management systems to the Australian market.
Phoneware's proprietary software sets standards for the
measurement and cost center allocation for telephone and data
usage in large organizations. Sirius and Phoneware have operated
in the same market with mostly separate client bases.
Phoneware's 2000 clients include many of Australia's larger
companies, government departments and educational institutions
and will add significantly to Sirius current client base.
Call management and cost accounting is an important ancillary
product for the Facilities Management contracts operated by
Sirius. The acquisition of Phoneware adds to the capability and
functionality of Sirius' existing product range and should
provide enhanced revenue opportunities for Sirius.
The acquisition is expected to be approved by creditors of
Phoneware Limited within two weeks.
Three key benefits that arise from this acquisition:
1. The addition of 2000 significant customers to Sirius
existing customer base, with contracted revenues in the order of
$8m per annum
2. Sirius and Phoneware have a relatively small number of
clients in common. Sirius expects significant opportunities for
expansion of its existing Facilities Management services to the
Phoneware client base
3. Sirius will capture a greater share of revenue from
existing clients through sales of the Phoneware products.
This acquisition increases Sirius' revenue by one third,
bringing total revenue for the group to an annualized figure in
excess of $30m. This is expected to deliver strong results to
shareholders in the forthcoming year.
WATTLE GROUP: Former Canberra Adviser Pleads Guilty
---------------------------------------------------
Mr Marshall John Cobb pleaded guilty in the Canberra Magistrates
Court to 13 charges of making investment opportunities available
in breach of the fundraising provisions of the then Corporations
Law.
ACT Magistrate Shane Madden recorded convictions on all 13
charges and released Mr Cobb on a recognizance of $2,000 to be
of good behavior for two years and to pay a penalty to the
Commonwealth of $10,000 within a two-year period.
As a director of Tax Invest Australia Pty Ltd (Tax Invest) Mr
Cobb offered investments in schemes associated with the failed
Queensland-based Wattle Group investment scheme.
Between 1995 and 1998 Tax Invest placed approximately $12
million from about 420 clients, located in Canberra and
districts, into the Wattle scheme.
ASIC banned Mr Cobb in November 1999 from being a representative
of either a dealer in securities or an investment adviser for
one year, as a result of these activities.
In the sentence Mr Madden said that it was clear that Mr Cobb
permitted investments to proceed contrary to advice from the
securities dealer he was associated with and his own expertise
in financial matters.
The Commonwealth Director of Public Prosecutions prosecuted the
matter.
WAIVCOM WORLDWIDE: Accepts OCO's Shell Restructuring Offer
----------------------------------------------------------
Nicholas Brooke, Deed Administrator of Waivcom Worldwide Limited
(Subject to a Deed of Company Arrangement) ACN: 006 031 161
(Waivcom), advised that an offer from O'Callaghan & Co Pty Ltd
(OCO), has been accepted to restructure, re-capitalize, and re-
quote the listed but suspended shell of Waivcom.
OCO is a corporate advisory firm, which provides corporate
services including placements, initial public offerings,
acquisitions and divestments, restructuring and backdoor
listings, and is located at Level 2, 1 Altona Street, West Perth
in Western Australia,
A summary of the main terms of the offer:
1. Cash of up to $350,000 (plus GST) to be applied as follows:
a. $185,000 (plus GST) to Waivcom creditors. The direct
costs of maintaining the ASX listing, such as external audit
fees to enable lodgment of outstanding accounts and ASX listing
fees, are to be met from these funds.
b. Up to $15,000 (plus GST) to pay legal costs and
professional fees incurred by the Deed Administrators to manage
tasks to facilitate the transaction such as maintaining the ASX
listing, reviewing the proposed variations to the Deed of
Company Arrangement (DOCA), and convening the creditors' meeting
to approve variations to the DOCA
c. $50,000 (plus GST) to pay other costs associated with
completing the transaction to achieve relisting, such as OCO's
due diligence, legal advice, and obtaining ASX and shareholder
approval, with any funds remaining to be provided to Waivcom
creditors. OCO will attend to and manage completion of these
tasks.
d. $100,000(plusGST)to Waivcom creditors upon re-quotation
of Waivcom's shares on the ASX.
2. The above amounts are payable as follows:
a. $185,000 (plus GST) to Waivcom creditors
1. $25,000 (plus GST) deposit payable within 14 days of
acceptance of the offer. This deposit becomes non-refundable
upon completion of the following conditions, provided these
conditions are satisfied within 60 days unless otherwise agreed:
Prior to the DOCA variations being proposed to Waivcom
creditors, OCO obtains agreement from Waivcom's top five
shareholders to either sell their shares to OCO or provide
irrevocable proxies to OCO to vote in favour of any proposed
shareholder resolutions to give effect to the transaction
(provided these arrangements do not breach the takeover
provisions of the Corporations Act 2001)
* Creditors approving proposed variations to the DOCA
* Waivcom's Board of Directors is replaced with nominees of
OCO with effect from the variation of the DOCA.
2. $160,000 (plus GST) payable upon completion of the
following:
* Waivcom's shareholders approving all resolutions required
to give effect to the transaction * Within 7 days of the
shareholder resolutions being approved, the DOCA terminates and
all Waivcom creditor claims and any remaining assets are
transferred to a trust for the benefit of Waivcom creditors
b. $15,000(plus GST)payable within 7 days of the Deed
Administrators providing written confirmation of completion of
the relevant tasks and the actual expenses incurred.
c. $100,000(plus GST)payable within l4 days of Waivcom's
shares being re-quoted on the ASX.
================================
C H I N A & H O N G K O N G
================================
DAILYWIN GROUP: SGM to be Held April 26
---------------------------------------
Dailywin Group Limited advised that a special general meeting
(SGM) of Dailywin Group Limited (the "Company") will be held at
10th Floor, Hutchison House, 10 Harcourt Road, Central, Hong
Kong on Friday, 26th April, 2002 at 9:30 a.m. for the purpose of
considering and, if thought fit, passing the following
resolutions, which will be proposed as Ordinary Resolutions of
the Company:
ORDINARY RESOLUTIONS
1. "THAT:
(a) the general mandate granted to the directors of the
Company (Directors) to exercise the power of the Company to
allot ordinary shares of the Company pursuant to an ordinary
resolution passed by the shareholders of the Company at
the annual general meeting of the Company held on 28th August,
2001 be and is hereby revoked (but without prejudice to any
exercise of such mandate prior to the date on which this
Resolution becomes effective);
(b) subject to paragraph (d) below, the exercise by the
Directors during the Relevant Period (as hereinafter defined) of
all the powers of the Company to allot, issue and deal with
additional shares in the capital of the Company (Shares) or
securities convertible into Shares, or options, warrants or
similar rights to subscribe for any Shares, and to make or grant
offers, agreements and options which might require the exercise
of such power, subject to and in accordance with all applicable
laws, be and is hereby generally and unconditionally approved;
(c) the approval in paragraph (b) above shall be in addition
to any other authorizations given to the Directors and shall
authorize the Directors during the Relevant Period to make or
grant offers, agreements and options which might require the
exercise of such power after the end of the Relevant Period;
(d) the aggregate nominal amount of share capital allotted or
agreed conditionally or unconditionally to be allotted (whether
pursuant to an option or otherwise) by the Directors pursuant to
the approval in paragraph (b) above, otherwise than pursuant to:
(i) a Right Issue (as hereinafter defined);
(ii) the exercise of rights of subscription or conversion
under the terms of any warrants issued by the Company or any
securities which are convertible into Shares;
(iii) the exercise of any option under the share option
scheme or similar arrangement for the time being adopted for the
grant or issue to officers and/or employees of the Company
and/or any of its subsidiaries of Shares or rights to acquire
Shares; and
(iv) any scrip dividend or similar arrangement providing
for the allotment of Shares in lieu of the whole or part of a
dividend on the Shares in accordance with the bye-laws of the
Company in force from time to time, shall not exceed 20 per cent
of the aggregate nominal amount of share capital of the Company
in issue at the date of passing this Resolution and the said
approval shall be limited accordingly;
(e) for the purpose of this Resolution:
"Relevant Period" means the period from the passing of this
Resolution until whichever is the earlier of:
(i) the conclusion of the next annual general meeting of
the Company;
(ii) the expiration of the period within which the next
annual general meeting of the Company is required by any
applicable law or the bye-laws of the Company to be held; or
(iii) the revocation or variation of the authority given under
this Resolution by ordinary resolution of the shareholders of
the Company in general meeting; and
"Right Issue" means the allotment, issue or grant of Shares
pursuant to an offer of Shares open for a period fixed by the
Directors to holders of the Shares or any class thereof on the
register on a fixed record date in proportion to their
then holdings of such Shares or class thereof (subject to such
exclusion or other arrangements as the Directors may deem
necessary or expedient in relation to fractional entitlements or
having regard to any restrictions or obligations under the laws
of, or the requirements of, any recognized regulatory body or
stock exchange in any territory applicable to the Company)."
2. "THAT conditional upon the passing of the Ordinary Resolution
No. 1 as set out in the notice convening this meeting
("Notice"):
(a) the general mandate granted to the directors of the
Company (the "Directors") to exercise the power of the Company
to allot shares of the Company pursuant to Ordinary Resolution
No. 8 passed by the shareholders of the Company at the
annual general meeting of the Company held on 28th August, 2001
be and is hereby revoked (but without prejudice to any exercise
of such mandate prior to the date on which this Resolution
becomes effective); and
(b) the general mandate granted to the Directors to
exercise the powers of the Company to allot, issue and otherwise
deal with shares of the Company pursuant to and in accordance
with Ordinary Resolution No.1 as set out in the Notice be and is
hereby extended by the addition to the aggregate nominal amount
of the share capital of the Company which may be allotted by the
Directors pursuant to such general mandate an amount
representing the aggregate nominal amount of the share capital
of the Company repurchased by the Company under the authority
granted pursuant to and in accordance with Ordinary Resolution
No.7 passed by the shareholders of the Company at the annual
general meeting of the Company held on 28th August, 2001,
provided that such amount shall not exceed 10 per cent of the
aggregate nominal amount of the share capital of the Company in
issue as at 4:00 p.m. on 28th August, 2001."
EARNWIN LIMITED: Faces Winding Up Petition
------------------------------------------
The petition to wind up Earnwin Limited is set for hearing
before the High Court of Hong Kong on April 24, 2002 at 9:30 am.
The petition was filed with the court on January 24, 2002 by
Chan Chik Sing of Room 2622, Lower Block, Shek Kuk House, Shek
Wai Kok Estate, Tsuen Wan, New Territories, Hong Kong.
GUANGDONG KELON: Enters Sale, Conditional SPA With Hainan
---------------------------------------------------------
The Directors of Guangdong Kelon Electrical Holdings Company
Limited (the Company) announced that the Company entered into a
conditional sale and purchase agreement (SPA) for refrigerants
on 9 April 2002.
The Agreement
Date: 9 April 2002
Parties: (1) Hainan Greencool (as seller)
(2) the Company (as purchaser)
According to the Agreement, Hainan Greencool will supply to the
Company 200 tonnes of R411 refrigerants at a unit price of
RMB135,000 per tonne. Hainan Greencool will provide R411
refrigerants, which meets the American Society of Heating,
Refrigerating and Air-Conditioning Engineers, Inc. (ASHRAE)
standards, an internationally recognized standard in the
refrigeration and air-conditioning industry. The total
consideration is RMB27,000,000 which is payable by the Company
within 1 week from the date of delivery of the refrigerants and
the Agreement is based on normal commercial terms, having taking
into account the market price of R411 refrigerants of
RMB150,000-RMB160,000 per tonne and is entered into after both
parties' negotiation.
The Board reviewed the transaction and those Directors who were
interested in the transaction abstained from voting in
accordance with the relevant requirements. The transaction will
become effective subject to the Directors including independent
non-executive Directors having approved the transaction,
authorizing a representative to execute the Agreement and the
Company having made the relevant disclosure. The Board consider
that, having taking into account all relevant considerations,
the transaction is in the interests of the Company.
Reasons for entering into the Agreement
According to Hainan Greencool, the R411 refrigerants provided by
Hainan Greencool is chloroflurocarbon-free, non-combustible,
non-toxic, non-corrosive and is recommended as a Class A
Environmental Product by the State Environmental Protection
Administration of China. For the purpose of enhancing the
technical standards for the Company's air-conditioners,
refrigerators and related refrigerating equipment, the Company
purchases from Hainan Greencool 200 tonnes of R411 refrigerants.
Through this transaction, the Company will be able to enhance
its efficiency and the technical standards in manufacturing
refrigerating equipment and strengthen the Company's leading
position in the industry.
The Board having taking into account all relevant considerations
believes the transaction is in the best interests of the
Company.
Non-executive Directors' opinion
The Company's non-executive Directors were involved in the
entire process of the transaction and the non-executive
Directors are of the view that the procedures for approving the
transaction are legal and binding, and the transaction follow
the principles of openess, fairness and impartiality and is fair
and reasonable as far as to the interests of the Shareholders
are concerned. The non-executive Directors are of the view that
through the transaction, the Company will be able to enhance the
technical standards in manufacturing refrigerating equipment.
Acquisition by Shunde Greencool of GKG's 20.64% interest of the
Company
As at the date of this announcement, the acquisition by Shunde
Greencool of the 204,775,755 legal person shares in the Company
held by GKG has not been completed. The Board will make a
separate announcement on the progress of such matter in
accordance with the Listing Rules.
General
Hainan Greencool is an indirect wholly-owned subsidiary of
Greencool. Mr. Gu Chu Jun controls 62.5% of the total issued
shares in Greencool. As Mr. Gu Chu Jun is also a Director of the
Company, based on the Listing Rules, Hainan Greencool is an
associate of Mr. Gu Chu Jun. Hainan Greencool is therefore a
connected person of the Company. The transaction between the
Company and Hainan Greencool constitutes a connected transaction
of the Company. According to the Agreement, the Company will pay
a total consideration of RMB27,000,000 which represents less
than 3% of the book value of the net tangible assets of the
Company as disclosed in the latest Company's published accounts
and accordingly no Shareholders' approval is required for the
transaction. The transaction is however subject to the
disclosure requirements under Rule 14.25 of the Listing Rules.
Details of the transaction as required under Rule 14.25(1)(A) to
(D) of the Listing Rules will be disclosed in the Company's next
published annual report and accounts.
DEFINITIONS
"Agreement" the conditional agreement for the sale and purchase
of refrigerants entered into between the Company and Hainan
Greencool on 9 April 2002
"Board" the board of Directors
"Company" (Guangdong Kelon Electrical Holdings Company
Limited), a joint stock company incorporated in the PRC with
limited liabilities whose H shares are listed on the Hong Kong
Stock Exchange
"Directors" directors of the Company
"GKG" (Guangdong Kelon (Rongsheng) Group Company Limited)
"Greencool" Greencool Technology Holdings Limited, a limited
company incorporated in the Cayman Islands whose shares are
listed on the Growth Enterprise Market of the Hong Kong Stock
Exchange
"Hainan Greencool" (Hainan Greencool Environmental Protection
Engineering Co., Ltd.), an indirect wholly-owned subsidiary of
Greencool
"Hong Kong" The Hong Kong Special Administrative Region of the
PRC
"Hong Kong Stock Exchange" The Stock Exchange of Hong Kong
Limited
"Listing Rules" Rules Governing the Listing of Securities on
the Hong Kong Stock Exchange
"PRC" Peoples' Republic of China, excluding Hong Kong, the Macau
Special Administrative Region and Taiwan
"RMB" Renminbi, the lawful currency of the PRC
"Shareholders" holders of shares of the Company
"Shunde Greencool" (Greencool Enterprise Development Company
Limited), a limited liability company incorporated in the PRC
IFTA PACIFIC: Registers New Company Name
----------------------------------------
The Board of IFTA Pacific Holdings Limited announced that the
new Company name has been registered with the Registrar of
Companies in Bermuda on 22nd March 2002. The Registrar of
Companies in Bermuda issued the Certificate of Incorporation on
Change of Name regarding the change of name of the Company from
"IFTA PACIFIC HOLDINGS LIMITED" to "Shang Hua Holdings Limited"
on 26th March 2002.
Trading in the securities of the Company on the Stock Exchange
under the new name of "Shang Hua Holdings Limited" in English
and the Chinese name will take effect from 9:30 a.m. on Monday,
15th April 2002 (Stock Code 371).
The Name Change will not affect any of the rights of the
existing Shareholders. The existing Share certificates bearing
the current name of the Company will continue to be evidence of
title to the Shares under the new name upon the Name Change
being effective and will be valid for trading, settlement and
registration purpose. All existing certificates representing the
Shares in issue will after the date when the Name Change becomes
effective continue and be deemed to be certificates in respect
of the same number of Shares in the new name of the Company.
Upon the Name Change becomes effective, any issue of Share
certificates thereafter will be in the new name and the Shares
will be traded on the Stock Exchange in the new name.
Shareholders may for a period of one (1) month from 22nd March
2002, that is, on or before 22nd April 2002, submit existing
certificates for the Shares to the Registrars at Tengis Limited
of 4th Floor, Hutchison House, 10 Harcourt Road, Hong Kong for
exchange, at the expense of the Company, for new certificates in
the new name of the Company. After the expiry of such one month
period, Share certificates will be accepted for exchange only on
payment of a fee of HK$2.50 or such higher amount as may be
prescribed or allowed under the Listing Rules and the bye-laws
of the Company from time to time for each such certificate
issued.
YODEN DEVELOPMENT: Cuts 2000 Operations Loss to HK$268,907
----------------------------------------------------------
Ryoden Development Limited announced on 9/4/2002:
(stock code: 745)
Year end date: 31/12/2001
Currency: HKD
Auditors' Report: Neither
Review of Interim Report by: N/A
(Audited)
(Audited) Last
Current Corresponding
Period Period
from 1/1/2001 from 1/1/2000
to 31/12/2001 to 31/12/2000
('000) ('000)
Turnover : 661,236 145,983
Profit/(Loss) from Operations : (268,907) (345,758)
Finance cost : (36,042) (80,913)
Share of Profit/(Loss) of Associates: (74,648) (100,436)
Share of Profit/(Loss) of
Jointly Controlled Entities : 18 22
Profit/(Loss) after Tax & MI : (372,540) (434,840)
% Change over Last Period : N/A
EPS/(LPS)-Basic : (33.1 cents) (38.6 cents)
-Diluted : - -
Extraordinary (ETD) Gain/(Loss) : Nil Nil
Profit/(Loss) after ETD Items : (372,540) (434,840)
Final Dividend per Share : Nil Nil
(Specify if with other options) : Nil Nil
B/C Dates for Final Dividend : N/A
Payable Date : N/A
B/C Dates for (-) General Meeting : N/A
Other Distribution for Current Period : Nil
B/C Dates for Other Distribution : N/A
Remarks:
1. Loss from operations and loss after taxation & minority
interests
In accordance with SSAP 30 "Business Combinations", SSAP 31
"Impairment of Assets" and Interpretation 13 "Goodwill -
continuing requirements for goodwill and negative goodwill
previously eliminated against/credited to reserves", the Group
has retrospectively restated its previously reported net loss
for the year ended 31st December 2000 by HK$29,696,000 for the
impairment of goodwill arising from the acquisition of an
associated company.
2. Loss per share
Loss per share (2000: loss) is calculated based on the
consolidated loss after taxation and minority interests of
HK$372,540,000 (2000: HK$434,840,000 (as restated)) and on the
number of shares in issue of 1,126,341,026 shares (2000:
1,126,341,026 shares) during the year.
The outstanding share options of the Company do not result in
any dilution effect on the loss per share in respect of the
years ended 31st December 2001 and 2000 respectively.
=================
I N D O N E S I A
=================
ASTRA INTERNASIONAL: To Sell Stake to Repay Debt
------------------------------------------------
DebtTraders Analysts, Daniel Fan (852-2537-4111) and Blythe
Berselli (1-212-247-5300), reported that Astra Internasional Tbk
is in talks with Toyota Motor to sell the latter its stake to
repay debt.
Meanwhile, Astra International raised this month its stake in
Tjahja Sakti, the manufacturer to BMW in Indonesia, to 100% from
50%.
DebtTraders reports that Astra Overseas' 4.809% floating rate
notes due on 2005 (ASII05IDS1) are trading between 78.50 and
80. For more real-time bond pricing information, go to
http://www.debttraders.com/price.cfm?dt_sec_ticker=ASII05IDS1
MEDCO ENERGI: Enters Purchase Agreement With EEX
------------------------------------------------
EEX Corp. sells its Indonesian assets to PT Medco Energi
Internasional in a US$34.5 million stock-purchase deal,
IndoExchange reports.
The agreement is subject to customary closing conditions and
regulatory approvals of Indonesian authorities. The deal,
handled by Waterous & Co., is projected to end in May.
On February 11, TCR-AP reported that PT Medco Energi has repaid
99 percent of the principal of its total debt of US$97 million
to PT Bahana Pembina Usaha Indonesia (BPUI). It must still repay
interest of US$13 million in the fourth quarter of 2002. It also
has a US$46 million debt to Indonesia Bank Restructuring Agency.
=========
J A P A N
=========
MIZUHO HOLDINGS: S&P to Monitor Recovery on Operational Fiasco
--------------------------------------------------------------
Standard & Poor's Corp will monitor how Mizuho Bank Ltd and
Mizuho Corporate Bank Ltd recover from the "operational fiasco"
that resulted from computer system breakdowns at the launch of
the group, AFX News said Tuesday.
The problems "would not result in an immediate downgrade of the
banks," the agency said in a statement.
"Standards & Poor's cannot conclude at this time that there has
been lasting damage to Mizuho's franchise, but will monitor how
the group recovers from this operational fiasco," it said.
The agency added that the duplicate payments, delayed transfers
and ATM malfunctions come on top of the bank's weak capital base
and earnings.
SNOW BRAND: Yomiuri Shimbun Tie-Up Termination Report Groundless
----------------------------------------------------------------
Snow Brand Milk Products Co Ltd has rejected a Yomiuri Shimbun
report that says the Company and Dole Food are likely to
terminate their capital and business tie-up, AFX-Asia reports,
quoting the Company's spokeswoman.
The report said the termination of the alliance may damage Snow
Brand's planned third party allocation of shares. It also
reported that Dole has decided to terminate the alliance as Snow
Brand's image has been damaged severely by the scandal, adding
that Dole will likely look for a new partner in Japan to sell
Dole-branded products.
"The report is groundless. We will continue our tie-up," the
spokeswoman said.
Snow Brand Milk, whose image has been tarnished by a food
poisoning incident and false-labeling scandal at its unit Snow
Brand Food, has asked third parties, including Dole, to take
part in its planned third party allocation of shares to raise
Y30 billion.
Dole Food and Snow Brand Milk formed a joint venture company in
1989, which manages development of Dole-branded products.
SUN WAVE: R&I Affirms CP Rating at a-3
--------------------------------------
Rating and Investment Information, Inc. (R&I), has affirmed the
following rating:
ISSUER: Sun Wave Corp. (TSE Code: 7993)
ISSUE: Domestic Commercial Paper Program
Issue Limit: Y8,000 million (lowered from 10,000 million yen)
R&I CP RATING: a-3 (affirmed)
RATIONALE
The change to the issue limit for this CP program comes at the
request of the issuer, Sun Wave Corp. On March 22, R&I
downgraded the Senior Long-term Credit Rating for Sun Wave from
BB+ to BB-, at the same time affirming the CP rating at a-3.
According to Wrights Investors' Service, the company has
reported losses before extraordinary items for each of the past
4 years. As of 2001, the company's long-term debt was Y24.81
billion and total liabilities were Y57.43 billion. The long-term
debt to equity ratio of the company is 0.63.
UBE INDUSTRIES: R&I Assigns L-T Rating to BBB-
----------------------------------------------
Rating and Investment Information, Inc. (R&I) on April 4 has
assigned Ube Industries, Ltd's Long-term Debt Preliminary Rating
to BBB-.
RATIONALE:
Ube Industries, Ltd., is one of Japan's major diversified
chemicals firms. In addition to a chemicals division, which
centers on caprolactam (a raw material for nylon fibers and
plastics), and a construction materials division, which centers
on cement, the firm is also involved in a wide range of products
including machinery and metal products and energy and
environment related products.
Earnings potential and cash flow are lacking in stability
because the mainstays of earnings are general-purpose market
commodities such as caprolactam and cement. Ube Industries has
been restructuring unprofitable operations in recent years,
while also expanding its earnings base with new products in
areas such as polyimide, pharmaceuticals and pharmaceutical
bulk, where value added is higher. Caprolactam for nylon fibers
and cement, the mainstay products, face a continuing period of
dull demand over the medium term.
Ube Industries' overall earnings and cash flow are likely to
remain under pressure. Since more time will also probably be
needed before financial structure improves it will be necessary
to monitor developments in these areas. A large amount of debts
are senior to the bonds to be rated here, so there is a one-
notch rating differential between the Senior Long-term Credit
Rating and the ratings for the bonds to be issued under this
Shelf Registration Scheme, which are therefore rated BBB-.
=========
K O R E A
=========
DAEWOO INTERNATIONAL: Secures US$50M Deal From Saudi Arabia
-----------------------------------------------------------
Daewoo International will construct a $50 million paper mill for
the Saudi Arabian Obeikan Investment Group, Korea Times reports,
quoting President Lee Tae-yong.
"Being awarded the contract after a fierce competition with
German firms is testament to our technology and know-how, as the
Middle East market has long been a kind of home ground for
European paper producers," President Lee Tae-yong said.
Early this month, TCR-AP reported that Daewoo International will
repay its W104 billion worth of debt using cash reserves
accumulated through the implementation of self-help plans and
the recovery of its marketing capabilities.
DAEWOO MOTOR: GM to Expedite Bupyeong Plant Takeover
----------------------------------------------------
Governor Jung Keun-yong of Korea Development Bank (KDB) held a
press conference on Wednesday to update the public on the
details of the long-awaited conclusion of Daewoo-GM deal,
Digital Chosun reports.
Governor Jung said that the Korean creditors of Daewoo Motor and
General Motors have resolved all major differences on the
acquisition of the ailing Korean automaker and stand ready to
sign the final contract by the end of April.
"Details of the final contract will be mostly similar to those
of the memorandum of understanding signed in September,
excluding some revisions, including the exclusion of the car
plant in Egypt," KDB Governor said.
He added that GM will contribute US$400 million and Daewoo
creditors US$197 million in capital for the new joint venture
and Korean creditor banks will extend a total of US$2 billion to
the new company.
According to Jung, GM has come up with four conditions for
taking over the plant ahead of schedule. The conditions include
operation ratio maintenance for a certain period, cutting back
the plant's production losses as the result of labor disputes,
enhancing the quality of auto products rolled out at Bupyeong to
GM's global standards, and maintaining the growth rate of annual
productivity at more than 4 percent.
HYNIX SEMICONDUCTOR: Micron Requests US$500M Provision
------------------------------------------------------
Hynix Semiconductor may need to provide $500 million for future
losses as requested by Micron Technology, which proposed US$3.8
billion to buy the chip company, DebtTraders analysts, Daniel
Fan (852-2537-4111) and Blythe Berselli (1-212-247-5300),
reported. Local creditors may receive only US$500 million after
the transaction.
DebtTraders reports that Hyundai Semiconductor's 8.625% bonds
due on 2007 (HYUS07KRA1) are trading between 75 and 80. Go to
http://www.debttraders.com/price.cfm?dt_sec_ticker=HYUS07KRA1
for more real-time bond pricing information.
SEOUL BANK: Government to Name Preferred Bidder by June
-------------------------------------------------------
A preferential bidder for Seoul Bank will be chosen in June
following the selection of a lead manager for the sale process,
Korea Herald reports, citing a Korea Deposit Insurance Corp.
(KDIC) official.
According to the KDIC official, the acquisition proposals for
Seoul Bank made by consortiums and corporations early this year
are still valid, but cannot be regarded as official offers.
KDIC was forced to look for domestic buyers after the talks with
the consortium led by Deutsche Bank last year went nowhere,
though the idea of a foreign investor is still an option.
The government plans to name a preferred bidder by June and
complete the sale of the bank within the year.
SSANGYONG MOTOR: 24.63% Stake Sale Likely
-----------------------------------------
Ssangyong Motor's creditors has convened on Wednesday to discuss
selling part of the creditors-held stake in the carmaker, Korea
Herald reports, citing unnamed creditor sources.
According to creditor sources, a 24.63 percent stake or 282
million shares will likely be sold off in the market. Currently,
creditors hold a total 75.63 percent stake in the company
through an equity-for-swap worth W1.2 trillion November last
year. Daewoo Heavy Industry and Machinery, which is allowed to
unload around 4.54 percent of its stake into the market, holds
the remaining stake.
Ssangyong Motor plans a shareholders meeting in May to approve a
90-percent capital reduction.
===============
M A L A Y S I A
===============
ESPRIT GROUP: Kuala Lumpur High Court Winds Up Subsidiary
---------------------------------------------------------
The Board of Directors of Esprit Group Berhad, in relation to
the Winding-Up Petition No D1-28-143-2002: Wingtut Enterprise
Sdn. Bhd. (Petitioner) vs. Esprit Holland Dredging (M) Sdn. Bhd.
(Respondent), announced that the Kuala Lumpur High Court had on
9th April 2002 granted an order for Wingtut Enterprise Sdn. Bhd.
to wind-up Esprit Holland Dredging (M) Sdn. Bhd., a subsidiary
of Esprit Group Berhad.
HOTLINE FURNITURE: Unit's Winding Up Petition Adjourned
-------------------------------------------------------
The Board of Directors of Hotline Furniture Berhad, in respect
to the winding up petition on Hotline Wooden Furniture
Manufacturers Sdn Bhd, announced that the hearing of the winding
up petition had been postponed to 23 April 2002.
Its wholly owned subsidiary, Hotline Wooden Furniture
Manufacturers Sdn Bhd (HWF) had on February 20, 2002 received a
sealed copy of a winding up petition dated 30 January 2002 filed
by Idaman Semenanjung Sdn Bhd (ISSB). The amount claimed by
ISSB is RM150,270.70 with no interest. The amount claimed is
for the supply of raw materials for HWF's manufacturing usage.
IDRIS HYDRAULIC: Unit Enters Shares Sales Agreements W/ ARSB
------------------------------------------------------------
Idris Hydraulic (Malaysia) Bhd (IHMB) announced that on 9 April
2002, its wholly-owned subsidiary, Idris Hydraulic Properties
Sdn Bhd (IHP) has entered into three Shares Sale Agreements with
Ambrosia Resources Sdn Bhd (ARSB) for the disposal of the
following 3 companies:
(a) 1,000 ordinary shares of RM1.00 each in ACSB representing
100% equity interest (Sale Shares) in ACSB where ACSB is the
registered owner of a piece of leasehold land held under H.S.
(D) 20081 PT No. 13430 in the Mukim of Ulu Kelang, State of
Selangor with an area measuring approximately 116.757 acres
which form part of the Project known as Bukit Perdana located in
Ulu Kelang, Selangor for purchase consideration of RM 4,000,000
to be satisfied wholly in cash or in kind.
(b) 100,000 ordinary shares of RM1.00 each in CJSB
representing 100% equity interest (Sale Shares) in CJSB where
CJSB is the registered owner of a piece of leasehold land held
under H.S. (D) 20085 PT No. 13432 in the Mukim of Ulu Kelang,
State of Selangor with an area measuring approximately 71.00
acres which form part of the Project known as Bukit Perdana
located in Ulu Kelang, Selangor for purchase consideration of RM
3,500,000 to be satisfied wholly in cash or in kind
(c) 2 ordinary shares of RM1.00 each in JSSB representing
100% equity interest (Sale Shares) in JSSB where JSSB is the
registered owner of a piece of leasehold land held under H.S.
(D) 20080 PT No. 13429 in the Mukim of Ulu Kelang, State of
Selangor with an area measuring approximately 77.826 acres which
form part of the Project known as Bukit Perdana located in Ulu
Kelang, Selangor for purchase consideration of RM 3,500,000 to
be satisfied wholly in cash or in kind.
IHMB is currently undergoing a debt restructuring exercise
comprising inter-alia a capital reconstruction, corporate
restructuring and debt reconstruction, details of which were
announced to the KLSE by Commerce International Merchant Bankers
Berhad acting for and on behalf of IHMB on 17 August 2000
(Proposed Restructuring Exercise) and the subsequent
announcements on 11 January 2001 and 8 September 2001. Arising
from the completion of the said exercise, a newco, Idaman Unggul
Sdn Bhd (IUSB) would be formed to assume the listing status of
IHMB and IHMB would become a 100% subsidiary of IUSB.
The Sale Shares of the above-mentioned 3 companies are pledged
by IHP to Arab-Malaysian Bank Bhd and Arab-Malaysian Merchant
Bank Bhd (the Banks) as security for the loan facility granted
to IHMB. In addition, ACSB, CJSB and JSSB had executed
debentures in favor of the Banks. Under the Proposed
Restructuring Exercise, the Banks have agreed that the
Redemption Sum to release the pledged Sale Shares for the 3
companies and all and any lien or charges, on ACSB, CJSB and
JSSB, the said Lands and other assets is RM 20,000,000.
The sale and purchase of the Sale Shares shall be subjected to
and conditional upon the following Conditions Precedent
(collectively referred to as "the Approvals") being fulfilled
within the time set out below:
1. IHP obtaining the approval of the IHMB's shareholders at
an Extraordinary General Meeting for the sale of the Sale Shares
within 3 months from the date of the Shares Sale Agreements and
an extension of 1 month or by such extension of time that IHP
and ARSB may mutually agree in writing.
2. IHP obtaining the approval of its Board of Directors for
the transfer of the Sale Shares from IHP to ARSB within 3 months
from the date of Shares Sale Agreements and an extension of 1
month or by such extension of time that IHP and ARSB may
mutually agree in writing and IHP delivering a certified true
copy or extract of such a resolution to ARSB within 14 days from
receipt of written notification from ARSB that the Approvals
referred to have been obtained or within such later time that
IHP and ARSB may mutually agree in writing.
IHP has on the same date entered into three Supplemental Shares
Sale Agreements with ARSB to amend and vary the Purchase
Consideration for the Sale Shares in ACSB, CJSB and JSSB in the
following manner:
(a) The amount of RM500,000 being the earnest deposit towards
the Purchase Consideration for the sale and purchase of the Sale
Shares in ACSB and RM250,000 for CJSB and JSSB respectively
shall be paid by ARSB to IHP upon execution of the Shares Sale
Agreements.
(b) The balance Purchase Consideration for the sale and
purchase of the Sale Shares amounting to RM3,500,000 for ACSB
and RM3,250,000 for CJSB and JSSB respectively shall be paid by
ARSB to IHP within 24 months from the date of the Shares Sale
Agreements.
(c) Pending completion of the Sale Shares, ARSB shall pay to
IHP in the form of advances the sum of RM3,500,000 for ACSB and
RM3,250,000 for CJSB and JSSB respectively which is to be
satisfied in cash or in kind within 6 months from the date of
the Shares Sale Agreements.
(d) In the event ARSB shall fail to pay the balance Purchase
Consideration within 24 months from the date of the Shares Sale
Agreements, the advanced sum from the RM3,500,000 for ACSB and
RM3,250,000 for CJSB and JSSB respectively received from ARSB by
IHP shall be considered as the full settlement of the balance
Purchase Consideration and the sale and purchase of the Sale
Shares be deemed completed.
KUALA LUMPUR: SC Grants Proposed Disposal Conditional Approval
--------------------------------------------------------------
Public Merchant Bank Berhad, on behalf of the Board of Directors
of Kuala Lumpur Industries Holdings Berhad (Special
Administrators Appointed) (KLIH or the Company), announced that
the Securities Commission (SC) had in its letter dated 5 April
2002 approved the Proposed Disposal by Kuala Lumpur Industries
Berhad (Special Administrators Appointed), a wholly-owned
subsidiary of KLIH of 100% equity interest in The People's
Insurance Company (Malaysia) Berhad to Talasco Insurance Berhad
(Proposed Disposal).
However, the utilization of the proceeds is subject to these
conditions:
(i) the SC's approval is required for any variation in the
utilization of the proceeds for the purposes not related to the
core business of KLIH;
(ii) the approval of the shareholders of KLIH is required for
any variation amounting to 25% or more in the utilization of the
proceeds. If the variation of the utilization of the proceeds
does not exceed 25%, appropriate disclosures should be made to
the shareholders of KLIH;
(iii) any extension of time in utilizing the proceeds must be
approved by a final resolution from the Board of Directors of
KLIH and must be fully disclosed to the Kuala Lumpur Stock
Exchange; and
(iv) appropriate disclosures are required to be made on the
utilization of the proceeds in the Company's quarterly reports
and annual report until the proceeds are fully utilized.
LONG HUAT: Monitoring Accountant Appointment Required
-----------------------------------------------------
Long Huat Group Berhad (L.Huat or Company) announced that the
company falls under the criteria as set out under Paragraph
6.1(a) of PN4 for the appointment of an independent accounting
firm as a monitoring accountant. As such, the Company is
required to appoint a monitoring accountant in accordance to
Paragraph 6.1 of PN4.
L.Huat had made an application to the Kuala Lumpur Stock
Exchange seeking waiver for compliance of paragraph 6.1 of PN4.
Further announcements will be made to the Exchange on the
development of the said application for waiver from the
Exchange.
MALAYAN CEMENT: Obtains SC's Approval on Proposed Issue
-------------------------------------------------------
On behalf of Malayan Cement Berhad (MCB or the Company),
Commerce International Merchant Bankers Berhad announced that
the Securities Commission (SC) had, vide its letter dated 3
April 2002 (which we received on 4 April 2002), approved the
Proposed Issue subject to the following condition:
(i) MCB and the relevant parties must ensure that the
subsequent transfer of the Term Unsecured Loan Incorporating
Preference Shares Facility (of which the Proposed Issue forms
part of it thereof) (TULIPS Facility) and the promissory notes
issued pursuant to the said TULIPS Facility to a third party
will not result in any changes to the capacity of the relevant
parties, that is to ensure that they comply to all the following
criteria:
a) the lender and the borrower must be the signatories to
the said agreement; and
b) the lender's ordinary course of business is the lending
of money.
Parties whose ordinary course of business is lending of money
are those institutions licensed under the Banking and Financial
Institutions Act 1989, Development Financial Institution Act
2002 or Moneylenders Act 1951.
The Board of MCB will deliberate on the terms of the SC's
approval and the Company will make an announcement of the
outcome in due course.
The "Proposals" refers to the following:
* Proposed Issue of 500 Redeemable Preference Shares (RPS) of
RM1.00 Each in MCB at an Issue Price of Rm1,000 per RPS to
Standard Chartered Bank Malaysia Berhad and/or such other
Financial Institution as may be Approved by Bank Negara Malaysia
(Lender(S)) (Proposed Issue);
* Proposed Increase in the Authorized Share Capital of MCB
From Rm3,000,000,000 Comprising 6,000,000,000 Ordinary Shares of
Rm0.50 Each To Rm3,000,000,500 Comprising 6,000,000,000 Ordinary
Shares of Rm0.50 Each, 250 Class a Rps of Rm1.00 Each and 250
Class B Rps of Rm1.00 Each; and
* Proposed Amendments to the Articles of Association of MCB
S P SETIA: Provides Proposed Acquisition Developments
-----------------------------------------------------
Alliance Merchant Bank Berhad (Alliance) on behalf of S P Setia
Berhad (S P Setia or Company), pursuant to Chapter 10 Appendix
10A Part C of the Kuala Lumpur Stock Exchange Listing
Requirements, announced the updates on the proposed development
of the land (Land) in respect of the Proposed Acquisition, which
is now made available.
The proposed development of the Land, subject to the usual
regulatory's approvals for the acquisition of the land and
necessary planning and approvals for conversion of use of the
Land, will comprise mainly affordable residential properties
within the planned townships. The Company has not determined a
name for the proposed development on the Land. The Company
expects to launch the proposed development within approximately
12 to 18 months from the unconditional date of the sale and
purchase agreement in respect of the Proposed Acquisition. On
the assumption that the Company undertakes to fully develop the
Land on its own, the development will span a period of 15 to 20
years. Based on the preliminary development plans, the proposed
development is expected to have a potential Gross Development
Value (GDV) and Gross Development Cost (GDC) of approximately
RM7.3 billion and RM5.4 billion respectively.
The development cost for the proposed development will be funded
by borrowings and internally generated funds. The Company may
alternatively plan to sell up to 1,000 acres of sub-divided
parcels en-bloc to reduce its holding costs on the Land. In the
event that these en-bloc sales materialize, the expected GDV and
GDC are estimated to be approximately RM5.4 billion and RM3.8
billion respectively. The development period will
correspondingly be reduced to span over a shorter period of
years.
Messrs Khong & Jaafar Sdn Bhd, a professional valuer had
ascribed a value of RM616 million based on a comparison method
of valuation.
SENG HUP: Singaporean Unit Resolves Voluntary Winding Up
--------------------------------------------------------
The Special Administrators, on behalf of Seng Hup Corporation
Berhad (Special Administrators Appointed) (Seng Hup), announced
that it had, on 9 April, received a Notice dated 28 March 2002
for convening of an Extraordinary General Meeting of its
subsidiary, Seng Hup Electric Company (S) Pte Ltd, a company
incorporated in Singapore, scheduled to be held on 26 April 2002
to transact the following matters:
Special Resolution
(1) That Seng Hup Electric Company (S) Pte Ltd be wound-up
voluntary pursuant to Section 296 of the Companies Act, Cap 50.
Ordinary Resolution
(2) That Mr Chan Ket Teck, Mr Timothy James Reid and Mr Goh
Thien Phong of c/o Messrs PricewaterhouseCoopers, 8 Cross
Street, #17-00 PWC Building, Singapore 048424 be appointed
liquidators of the Company to act jointly and severally for the
purpose of the winding-up.
(3) That the remuneration of the Liquidators be based on
their normal scale rates and be paid out of the Company's assets
at the end of every three months after the commencement of the
liquidation.
(4) That the books, accounts and documents of the Company and
of the Liquidators be destroyed after three months from the date
of dissolution of the Company.
TECHNO ASIA: Updates Legal Proceedings Status
---------------------------------------------
The Special Administrators of Techno Asia Holdings Berhad
(Special Administrators Appointed) (the Company) announced the
status of the following legal proceedings involving Westmont
Power (Kenya) Limited (WPKL):
Winding-up Petition No. 1 of 2002 in the High Court of Kenya at
Mombasa District Registry
In the Matter of the Winding-up Petition against WPKL
Further to the winding-up petition dated 21 January, 2002 served
on WPKL by East African Power Management Limited (EAPML), WPKL's
solicitors have advised that the petition has been fixed for
hearing on 6 May, 2002.
Concurrent to the winding-up proceedings initiated by EAPML,
EAPML's application for the appointment of Interim Liquidators
over WPKL has been set aside pursuant to an order dated 21
March, 2002 issued by the Mombasa High Court.
Mombasa High Court Civil Case No. 78 of 2002
EAPML vs. WPKL & Cergas Senja Sdn. Bhd. (CSSB)
The Company has been informed by WPKL's solicitors that EAPML
had on 5 March, 2002 obtained injunctive orders against WPKL and
CSSB to restrain:
* WPKL from terminating an Operation and Maintenance Agreement
(OMA) dated 9 June, 1997 entered into between WPKL and EAPML
and/or acting in a manner inconsistent with the terms and
conditions of the OMA; and
* CSSB from interfering with the management functions of
EAPML under the OMA.
The ex-parte injunction has since lapsed on 19 March, 2002 and
has not been extended. The inter-partes hearing of EAPML's
application for injunctive orders against WPKL and CSSB was
heard from 26 March, 2002 to 29 March, 2002 and has been fixed
for continued hearing on 8 April, 2002 and 9 April, 2002.
Nairobi High Court Civil Case No. 1700 of 2001
Continental Traders and Marketing (CTM) vs. WPKL
The solicitors of WPKL have been served with an application for
summary judgment by CTM on 27 March, 2002. This application has
been fixed for hearing on 30 April, 2002. WPKL is taking the
advice from its solicitors on the appropriate grounds available
to resist the summary judgment application filed by CTM.
Nairobi High Court Civil Case No. 106 of 2002
Kenya Oil Company Limited (KENOL) vs. WPKL
WPKL has filed an application to obtain a stay of the legal
proceedings commenced by KENOL pending the matter being referred
to arbitration. This application has been fixed for hearing on
30 April, 2002.
WPKL, a company incorporated in Kenya, is a subsidiary company
of Westmont Offshore Sdn. Bhd., which in turn is wholly-owned by
the Company.
TELEKOM MALAYSIA: Clarifies Winding Up Petition Report
------------------------------------------------------
Telekom Malaysia Berhad (TM), in reply to Query Letter by Kuala
Lumpur Stock Exchange reference ID : ZO-020409-59920, regarding
the April 9 Bloomberg article entitled, "Telekom faces Winding
Up Petition from Profitera", clarified that Telekom Malaysia
(TM) has never been served with any winding-up petition from
Profitera Sdn Bhd (Profitera).
On 1st October 2002, Profitera issued a Notice under Section 218
of the Companies Act, 1965 claiming that TM owed them a sum of
RM3.2 Million pursuant to the Contract for the Supply of Credit
Management Systems. Since TM disputed the said amount claimed,
TM proceeded to file an application for injunction to restrain
Profitera from filing a winding-up petition. On 4th April 2002,
the High Court dismissed TM's application for the injunction
with costs. Immediately thereafter, on behalf of TM, the
solicitors made an oral application for an Erinford Injunction
and filed the Notice of Appeal on the same day.
An Erinford Injunction is an injunction, which an appellant may
apply to restrain an act that will render the appeal nugatory.
The Court will grant such an injunction only where there is a
likelihood of a successful appeal being rendered nugatory or if
the plaintiff would not be adequately compensated in damages for
the temporary damage between the date of hearing and the
disposal of the appeal.
The High Court has fixed the application hearing for Erinford
Injunction on 6th May 2002. Pending the hearing and the disposal
of the Erinford Injunction application on 6th May 2002,
Profitera will be prevented from presenting the winding-up
petition.
=====================
P H I L I P P I N E S
=====================
NATIONAL BANK: Justice Department OKs Govt Control Plan
--------------------------------------------------------
Justice Department Secretary Hernando Perez said there are no
legal impediments to the government's plan to renew its control
of the Philippine National Bank (PNB), AFX-Asia reports.
"We have reviewed the documents and find the same to be
consistent with the law," Perez said, refusing to disclose the
details of the proposal to reporters.
Finance Secretary Jose Isidro Camacho said the favorable legal
opinion of the Justice Department will allow him to sign the
memorandum of agreement, which will pave the way for the
rehabilitation of the bank, with PNB majority owner Lucio Tan.
PHILIPPINE LONG: Anticipates US$80M JBIC Loan Approval
------------------------------------------------------
The Philippine Long Distance Telephone Co expects to obtain an
approval for an US$80 million loan from the Japan Bank for
International Cooperation (JBIC) within the next few weeks
following JBIC's completion of its credit analysis of PLDT, AFX-
Asia reports, quoting Taketo Suzuki, Chief Operating Advisor of
NTT Communications to PLDT.
"The positive recommendation to the board of directors of JBIC
to grant PLDT the Overseas Investment Loan facility reinforces
Japan's ongoing commitment to the telecommunications industry in
the Philippines," Taketo Suzuki said.
According to PLDT President Manuel Pangilinan, "We eagerly await
the final approval of JBIC to enable us to take the next step
forward," adding that the company's strategic partnership with
NTT is key to securing the loan facility.
PLDT is raising funds to meet US$1.3 billion debt obligations
due from this year until 2004. Earlier, Kreditanstalt fur
Wiederaufbau injected the company a US$%149 million loan
facility.
=================
S I N G A P O R E
=================
FHTK HOLDINGS: Development Bank Changes Substantial Holding
-----------------------------------------------------------
FHTK Holdings Ltd posted this notice:
Notice of Changes in Substantial Shareholder's Interests
Name of substantial shareholder: The Development Bank of
Singapore Limited
Date of notice to company : 01 Apr 2002
Date of change of interest : 28 Mar 2002
Name of registered holder : DBS Nominees (Private) Limited
Circumstance giving rise to the change: Others
Please specify details : Debt Restructuring Exercise/
Change of Registered Holder
Shares held in the name of registered holder
No. of shares of the change : 624,517
% of issued share capital : 0.05
Amount of consideration per share excluding brokerage, GST,
stamp duties, clearing fee : nil
No. of shares held before change: 3,122,585
% of issued share capital : 0.25
No. of shares held after change: 3,747,102
% of issued share capital: 0.3
Holdings of Substantial Shareholder including direct and deemed
interest - Deemed Direct
No. of shares held before change: 0 74,942,047
% of issued share capital : 0 6.09
No. of shares held after change : 0 74,942,047
% of issued share capital : 0 6.09
Total shares : 0 74,942,047
1. Reference is made to the announcement by FHTK Holdings Ltd
(the Company) on 1 October 2001 regarding completion of the
Company's Debt Restructuring Exercise. The Development Bank of
Singapore Limited is one of the Group's Creditor Banks referred
to in the announcement. A total of 74,942,047 ordinary shares of
S$0.05 each in the capital of the Company (Conversion Shares)
have been issued to The Development Bank of Singapore Limited
pursuant to the Company's Debt Restructuring Exercise. The
Conversion Shares represent approximately 6.09% of the total
outstanding shares of the Company.
2. Arthur Andersen Associates (S) Pte Ltd, as escrow agent,
holds the Conversion Shares for the benefit of The Development
Bank of Singapore Limited.
3. The Conversion Shares are registered in the name of UOB Kay
Hian Private Limited. UOB Kay Hian Private Limited, as
depository agent, holds the Conversion Shares for the benefit of
Arthur Andersen Associates (S) Pte Ltd.
4. DBS Nominees (Private) Limited is the registered holder of
The Development Bank of Singapore Limited.
OAKWELL ENGINEERING: Discloses Current Prospects Commentary
------------------------------------------------------------
Oakwell Engineering Limited (the Company) disclosed that the oil
and gas sector in the region will continue to be active as
investments in oil and gas infrastructure increase. However, the
timing of these investments will be influenced by the recovery
of the global economy and political stability in the region.
In line with the Singapore's Government encouragement on
rationalization, the Company is embarking on an initiative to
capitalize on the vast market potential in China. It is reckoned
that China's accession to the World Trade Organization (WTO)
will generate business opportunities for the Group.
The Group continues to make significant progress since the
approval of the Scheme of Arrangement (Scheme) by the secured
lenders and the Court on 30 October 2001 and 9 November 2001
respectively.
The Group, with the assistance of its Scheme Manager, together
with the Investor, G & W (Group) Holdings Ltd, are currently
working towards the full implementation and completion of the
Debt Restructuring Plan (Plan) pursuant to the Scheme. The Plan
will serve to recapitulate the Group's balance sheet,
restructure its borrowings to a sustainable level and allow the
Group to engage in new profitable projects with the Investor's
participation. The Plan involves an immediate reduction in the
Group's indebtedness of approximately S$37,000,000 to
S$6,000,000 upon the implementation of which the reduced
indebtedness should be sustainable by the Group's operations.
Barring any unforeseen circumstances and the completion of the
Scheme, the Directors expect the Group's operating results will
be comparable to the previous year.
STRAITS TRADING: Dormant Unit Dissolved
---------------------------------------
The Straits Trading Company Limited (the Company), following the
appointment of Matthew F O'Driscoll and Julian Chow Kai Wo both
of 11/F Tower 2, The Gateway, 25-27 Canton Road, Kowloon, Hong
Kong as liquidators of W.E. Moulsdale and Company Limited (WEM),
a wholly-owned inactive subsidiary of the Company, for the
purpose of the voluntary liquidation of WEM, announced that WEM
was dissolved on 4 April 2001.
TELEDATA (SINGAPORE): Proposes Capital Reduction, Rights Issue
--------------------------------------------------------------
The Board of Directors of Teledata (Singapore) Limited (the
Company) announced that the Company had entered into a
memorandum of understanding (the MOU) with its creditor banks
and holders (the Bondholders) of the outstanding fixed rate
bonds issued by the Company and maturing on 3 June 2002 (the
Bonds) to undertake a debt restructuring exercise involving,
inter alia:
(a) a reduction of the Company's issued and paid-up share
capital by way of a capital reduction exercise in order to
reduce accumulated losses of the Company (the Capital
Reduction); and
(b) the undertaking of a rights issue (the Rights Issue) on
such terms and conditions as may be agreed to between the
Company and the Bondholders who are at the relevant time owed in
excess of 50% of all the liabilities owed by the Company to the
Bondholders (the "Majority Bondholders") to partially repay the
Bondholders in respect of the outstanding Bonds.
THE CAPITAL REDUCTION
Capital Reduction. The Capital Reduction will be effected under
Section 73 of the Companies Act, Chapter 50 (the Act), by
reducing an aggregate amount of S$8,000,000 (the Reduced
Capital) in the Company's issued and paid-up share capital
account and, consequently, reducing the par value of each
ordinary share in the capital of the Company (Share) from S$0.10
to S$0.05.
Purpose of the Capital Reduction. The Reduced Capital will be
applied towards writing-off S$8,000,000 in accumulated losses
standing in the revenue reserve account in the audited balance
sheet of the Company as at 31 December 2001 of approximately
S$17,283,000. The Directors are of the view that following such
writing-off of the accumulated losses, the balance sheet of the
Company will more accurately reflect the value of its underlying
assets.
The Directors have also noted that the Shares have been trading
between S$0.19 and S$0.255 since 1 January 2002 to 28 March
2002, being the date of this Announcement. As the current par
value of each Share is S$0.10 and the Act imposes restrictions
on the issue of shares below their par value, it is therefore
proposed that the par value of the Shares be reduced from S$0.10
to S$0.05. This will maximize the attractiveness of the Rights
Issue and facilitate future acquisitions, mergers, fund raising
and other corporate exercises. The Rights Issue will also enable
the Company to recapitulate and strengthen its capital base.
No Impact on Issued Share Capital. The Capital Reduction will
not result in a change in the number of issued Shares of the
Company.
Financial Effects of Capital Reduction
The overall effect of the Capital Reduction is to cancel an
aggregate amount of S$8,000,000 in the present issued and paid-
up capital of the Company, which will be applied towards
writing-off S$8,000,000 of the accumulated losses standing in
the revenue reserve account of the Company. Save for expenses
incurred, the Capital Reduction has no impact on the net
tangible assets, earnings and gearing of the Company and its
subsidiaries.
Approvals. The Capital Reduction is subject to:
(a) the approval of the Company's shareholders (Shareholders)
by way of a special resolution at an extraordinary general
meeting (EGM) to be convened; and
(b) the confirmation of the Capital Reduction by the High
Court and the filing of the court order confirming the Capital
Reduction with the Registrar of Companies and Businesses.
THE RIGHTS ISSUE
Rights Issue Conditional Upon Capital Reduction. The Rights
Issue will be conditional upon:
(a) the Capital Reduction being approved by Shareholders at
the EGM;
(b) the confirmation of the Capital Reduction by the High
Court; and
(c) the filing of the court order confirming the Capital
Reduction with the Registrar of Companies and Businesses.
In addition, the Company is required under the MOU to seek the
approval of the Majority Bondholders to the terms of the Rights
Issue before they are submitted to Shareholders for approval at
the EGM.
Basis of Rights Issue. Following the completion of the Capital
Reduction, the par value of the Shares will be reduced from
S$0.10 to S$0.05. The Rights Issue will be offered to
Shareholders on the basis of two (2) rights share of S$0.05 each
in the capital of the Company (each a Rights Share) for every
one (1) existing ordinary share of S$0.05 each in the capital of
the Company held on a books closure date to be determined (the
Books Closure Date) at an issue price of S$0.07 for each Rights
Share payable in full upon acceptance and/or application,
fractional entitlements to be disregarded.
Fractional Entitlements. Fractional entitlements to any Rights
Share will be disregarded and will be aggregated and allocated
to satisfy excess applications (if any) or disposed of in such
manner as the Directors in their absolute discretion deem fit.
Ranking of Rights Shares. The Rights Shares when issued, shall
rank pari passu in all respects with the then existing issued
Shares for any dividends, rights, allotments or other
distributions, the record date of which falls on or after the
date of issue of the Rights Shares. The issue price of each
Rights Share of S$0.07 represents a discount of approximately
64.1% to the closing price of S$0.195 for each Share traded on
the Official List of the Singapore Exchange Securities Trading
Limited (SGX-ST) on 28 March 2002, being the date of this
Announcement.
Size of Rights Issue. Based on the issued and paid-up share
capital of the Company as at the date of this Announcement
comprising 160,000,000 Shares, the 6,261,000 share options
granted under the Teledata Share Option Scheme (the Scheme)
which are exercisable as at the date of this Announcement
(Vested Share Options), the outstanding warrants issued by the
Company to subscribe for an aggregate of 24,000,000 Shares (the
Warrants), the Rights Issue will comprise a minimum of
320,000,000 and a maximum of 380,522,000 Rights Shares. The
actual number of Rights Shares to be issued is dependent on the
number of Vested Share Options and Warrants which are exercised
by the Books Closure Date and the level of subscription for the
Rights Shares other than the Rights Shares which are subject to
the undertaking by the Company's substantial shareholder
described further below.
Manager of Rights Issue. The Company has appointed The
Development Bank of Singapore Ltd (DBS) to manage the Rights
Issue. As at the date of this Announcement, DBS is the holder of
approximately S$14,700,000 in principal amount of the Bonds. In
addition, DBS is also a principal banker and one of the creditor
banks of the Company.
Substantial Shareholder's Undertaking. Intraco Limited (the
Substantial Shareholder), a substantial shareholder of the
Company who holds 81,293,752 Shares, representing approximately
50.81% of the Company's issued and paid-up share capital as at
the date of this Announcement, has undertaken to subscribe and
pay, or procure the subscription and payment, for its
entitlement amounting to 162,587,504 Rights Shares. In view of
the undertaking from the Substantial Shareholder, a minimum of
162,587,504 Rights Shares will be issued. Based on the minimum
and the maximum number of Rights Shares to be issued and
assuming that the Substantial Shareholder subscribes for its
entire entitlement, the resultant shareholding of the
Substantial Shareholder in the enlarged issued share capital of
the Company will be between 42.73% and 50.81%.
Underwriting. Other than the undertaking by the Substantial
Shareholder described above, the Rights Issue will not be
underwritten. However, under the terms of the MOU, the holders
of the Bonds have agreed in-principle to subscribe for any
undersubscribed portion of the Rights Issue subject to the
execution of the definitive agreements to implement the
principles of restructuring as set out in the MOU.
GENERAL
Adjustments to Share Options. As provided for in the rules of
the Scheme, adjustments, if any, will be made to the exercise
price and/or the number of Shares comprised in the outstanding
share options in connection with the Capital Reduction and the
Rights Issue.
Adjustments to Warrants. As provided for in the deed poll
executed by the Company constituting the Warrants, adjustments,
if any, will be made to the exercise price and/or the number of
Warrants in connection with the Capital Reduction and the Rights
Issue.
Interest of Directors. No Director of the Company has any
interest in the Capital Reduction or the Rights Issue (other
than in his capacity as a Director or shareholder or
optionholder or, if applicable, Warrantholder of the Company).
Circular. A circular to Shareholders setting out in detail the
terms and conditions of the Capital Reduction and the Rights
Issue and the Notice of EGM will be dispatched to Shareholders
in due course.
===============
T H A I L A N D
===============
GENERAL ENGINEERING: SET Reveals Financial Adviser Appointment
--------------------------------------------------------------
General Engineering Public Company Limited (GEL), under the
REHABCO category from 10 April 2002 to 9 May 2002, is subjected
by Stock Exchange of Thailand (SET) to prepare rehabilitation
plan. SET also posted SP (Suspension) sign to prohibit
securities trading of GEL. GEL is required to proceed as
follows:
1) Appoint an independent financial advisor to assist management
in the preparation of the rehabilitation plan.
2) Co-operate fully with the independent financial advisor in
organizing a meeting to present the rehabilitation plan to
analysts and shareholders, and then also propose it to the
shareholders for approval.
3) Co-operate with the independent financial advisor in
reporting every three months to the SET on its actual
implementation progress, as compared to the rehabilitation plan
until the causes of possibly being delisted are eliminated.
ITALIAN-THAI: Discloses Business Reorganization Plan Summary
------------------------------------------------------------
ITD Planner Company Limited, in its capacity as Plan
Administrator of Italian-Thai Development Public Company Limited
(ITD), informed that the summary of the plan:
Class 5 and 6 Creditors have the right but not the obligation
to participate in the DDRP and VDEC and may not submit a bid
involving the same Claim simultaneously under both the DDRP and
the VDEC.
(1) VOLUNTARY DISCOUNTED DEBT REDEMPTION PROGRAM (DDRP)
- The amount to be used for DDRP shall be not less than Bt1.9
billion
- The bidding prices shall not be higher than 35% of the
principal
(2) VOLUNTARY DEBT EQUITY CONVERSION PROGRAM (VDEC)
- 80 million shares
- Minimum bid Bt10 per share
- If all shares are not issued the balance is cancelled
- Tender on principal balances only
- Principal conversion in order of highest bidding prices
Special Purpose Vehicle (SPV), Serviceable Claims and Mandatory
Debt Equity Conversion
The Claims of Classes 5 and 6 Creditors, which have not been
repurchased under the DDRP or converted into shares under the
VDEC in the aggregate amount of Bt4 billion, shall be novated
to the SPV.
(3) SPECIAL PURPOSE VEHICLE (SPV)
Asset : Bt.0 billion transfer to SPV
Maturity : 30 June 2007
Repayment : 30 June 2003 - Bt75 m,
Schedule: 30 June 2005 - Bt200 m and
30 June 2007 - Bt3,725 m
Interest : No
The Claims of Classes 5 and 6 Creditors (other than those
Claims which have been repurchased under the DDRP or converted
into shares under the VDEC, or novated to the SPV), amounting
not more than 2.0 billion shall be Serviceable claims.
(4) SERVICEABLE CLAIMS (SC)
* Debt - Bt2.0 billion (maximum)
* Term - end 31 December 2007
* Principal Amortization every quarter by
- 2004 repay 2.5% of sc
- 2005 repay 3.0% of sc
- 2006 repay 3.5% of sc
- 31 March, 30 June and 30 September 2007 repay
3.5% of sc
- 31 December 2007 repay 53.5% of sc
- Grace Period - until 30 March 2004
- Interest payment - quarterly in arrears
- Interest THB MLR - 3%
(5) MANDATORY DEBT FOR EQUITY CONVERSION
- Maximum 43 million shares
- Conversion price - Bt10 minimum per share
- If all the shares are not issued the
balance are canceled
The remaining claims of classes 5 and 6 Creditors (other than
those claims which have been repurchased under the DDRP or
converted into shares under the VDEC, novated to the SPV or
transfer to serviceable claims) shall be converted in to
ordinary shares of ITD.
MEDIA OF MEDIAS: Decreases Registered Capital
---------------------------------------------
Media of Medias Public Company Limited (the Company), pursuant
to the Business Rehabilitation Plan clause 4.9 (concerning
decrease and increase in capital, capital structuring) approved
by the Bankruptcy Court on January 15, 2002, informed that the
Plan Administrator has already decreased the company's
registered capital from Bt700 million which comprises 70 million
ordinary shares at par value of Bt10 each to Bt280 million by
decrease par value of share from Bt10 per share to Bt4 per
share. The Company's registered capital has also been increased
by then from Bt280 million to Bt580 million to reserve for debt-
equity swap and convertible debenture according to the plan.
These processes were completed on April 5, 2002.
At present, the registered capital of Media of Medias Public
Company Limited is Bt580 million comprises 145 million ordinary
shares at par value of Bt4 each, paid-up capital comprises
26 million ordinary shares amounting to Bt104 million. The Plan
Administrator is in the process of contacting Thailand
Securities Depository Co., Ltd., Company's registrar, to issue
the share certificates to debt-equity swap creditors per plan
and changing paid-up capital with the Ministry of Commerce.
SAKOL CHAROENSRI: Business Reorganization Petition Filed
--------------------------------------------------------
Sakol Charoensri Company Limited (DEBTOR), engaged in car
selling business, filed its Petition for Business Reorganization
to the Central Bankruptcy Court:
Black Case Number 1432/2544
Red Case Number 1135/2544
Petitioner: SAKOL CHAROENSRI COMPANY LIMITED
Planner: CHAROENSRI PLANNER COMPANY LIMITED
Debts Owed to the Petitioning Creditor: Bt789,401,981.90
Date of Court Acceptance of the Petition: October 31, 2001
Date of Examining the Petition: November 26, 2001 at 9.00 A.M.
Court Order for Business Reorganization: November 26, 2001 and
Appointed Mr. Komin Teekatananont, or Mr. Komunt Teekatananont,
or Mr. Kittikorn Teekatananont to be an Interim Executive
Announcement of Court Order for Business Reorganization in
Matichon Public Company Limited and Siam Rath Company Limited:
December 7, 2001
Announcement of Court Order for Business Reorganization in
Government Gazette: December 25, 2001
Appointment date for the Meeting of Creditors to elect the
Planner: January 7, 2002 at 9.30 am. Convention Room 1103, 11th
Floor, Bangkok Insurance Building, South Sathorn Road
The Meeting of Creditors had passed a resolution electing
CHAROENSRI PLANNER COMPANY LIMITED to be the Planner
Court Order for Appointment of Planner: February 19, 2002
Announcement of Court Order for Appointment of the Planner in
Matichon Public Company Limited and Siam Rath Company Limited:
March 4, 2002
Announcement of Court Order for Appointment of the Planner in
Government Gazette: March 19, 2002
Deadline for the Planner to submit the Reorganization Plan to
the Official Receiver: June 19, 2002
Contact: Ms.Umaporn Tel, 6792525 ext. 142
* SET Allows, Suspends Trading of Listed Companies
--------------------------------------------------
The Stock Exchange of Thailand (SET) announced three listed
companies had been subjected to rehabilitation plan preparation
and posted SP (Suspension) sign to prohibit securities trading
of those listed companies and also transferred the three listed
companies to REHABCO category since 11 March 2002.
The SET also informed a time schedule for those listed
companies' management to make prudent decision on whether to
prepare a rehabilitation plan to propose to the company's
shareholders, or to ask for a voluntary delisting, or to try
another option which will benefit to all involved in the listed
companies and report their decisions to the SET by 9 April 2002
to disclose to the public.
After that, the SET will allow trading of those listed
companies on 10 April 2002 - 9 May 2002 before suspension again
on 10 May 2002 until all the delisting problems have been
resolved. However, the companies could request the SET to allow
continued trading under the REHABCO category after they
completed the conditions specified by the SET.
The SET has considered the companies' management decision
submitted to the SET, and will proceed, as:
1. Allows trading of two securities, which decide to
rehabilitate, under the REHABCO category from 10 April 2002 to 9
May 2002 to give shareholders a chance of trading the company's
securities.
(1) Distar Electric Corporation Public Company Limited
(DISTAR) which informed the SET that the company would process
on debt restructuring of related company to resolve DISTAR's
causes of possibly being delisted.
(2) General Engineering Public Company Limited (GEL) which
informed the SET that the company decided to prepare a
rehabilitation plan to propose to the shareholders.
Therefore, according to Clause 24 (3) and (6) of the regulation
on trading, clearing and settlement for listed securities 1999,
the ceiling and floor limits on the main board will be expanded
from the regular +/-30% to +/-100% of their last trading. The
new limits will be in effect on 10 April 2002.
2. Posts an SP sign to prohibit further trading of those
securities, beginning from 10 May 2002 until the causes of
delisting are eliminated or the SET allows continued trading
under the REHABCO category after they completed the conditions
specified. This is by virtue of Clause 5 (5) of the SET's rules,
Conditions and Procedure of the Temporary Prohibition against
Trading of Listed Securities dated on 9 February 1995.
The SET would like the companies' shareholders and general
investors to follow up the progress of DISTAR and GEL.
3. Still post SP sign to prohibit securities trading on Asia
Hotel Public Company Limited (ASIA) because the company has
asked for an extension period to report its decision which is
expected to be made by 9 May 2002. The SET will allow trading of
its securities when it has reported the information clearly.
S U B S C R I P T I O N I N F O R M A T I O N
Troubled Company Reporter -- Asia Pacific is a daily newsletter
co-published by Bankruptcy Creditors' Service, Inc., Trenton, NJ
USA, and Beard Group, Inc., Washington, DC USA. Lyndsey Resnick,
Maria Vyrna Nineza-Merlin, Maria Cristina Pernites-Lao, Editors.
Copyright 2002. All rights reserved. ISSN: 1520-9482.
This material is copyrighted and any commercial use, resale or
publication in any form (including e-mail forwarding, electronic
re-mailing and photocopying) is strictly prohibited without
prior written permission of the publishers. Information
contained herein is obtained from sources believed to be
reliable, but is not guaranteed.
The TCR -- Asia Pacific subscription rate is $575 for 6 months
delivered via e-mail. Additional e-mail subscriptions for
members of the same firm for the term of the initial
subscription or balance thereof are $25 each. For subscription
information, contact Christopher Beard at 240/629-3300.
*** End of Transmission ***