/raid1/www/Hosts/bankrupt/TCRAP_Public/020425.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
Thursday, April 25, 2002, Vol. 5, No. 81
Headlines
A U S T R A L I A
ANACONDA NICKEL: Central Exchange Appeal Dismissed
AUSTRALIAN MAGNESIUM: Newmont Announces Board Changes
AUSTRALIAN PLANTATION: Capital Reorganization Effective Friday
BALLARAT GOLDFIELDS: Ordered to Lodge Reports
CENTRAL NORTH: Fletcher Challenge Withdraws Acquisition Bid
CHROME GLOBAL: Incurs Half Year Loss of A$549,000
PACIFIC DUNLOP: Changes Company Name to `Ansell Limited'
PASMINCO LIMITED: Perilya Signs Broken Hill Agreement
PEGASUS LEVERAGED: Former Director Banned for 30 Years
C H I N A & H O N G K O N G
CHINA AEROSPACE: Cuts 2001 Operations Loss to 32%
CMG CH: Post Chairman's Restructuring Update Letter
SHOUGANG INT'L: Widens 2001 Operations Loss to HK$692,260
I N D O N E S I A
INDOMOBIL SUKSES: Trimegah Launches Suit Against KPPU
PABRIK KERTAS: Sees Smaller Losses in 2001
J A P A N
IWATAYA DEPARTMENT: Asks Lenders to Cut Loan Rates
MARUBENI CORP: Allies With Jumbo Parts in After-sales Ops
MITSUBISHI MOTORS: Infosec Inks Deal With Predictive Systems
MITSUBISHI MOTORS: Employing Fresh College Grads in 2003/4
MIZUHO HOLDINGS: Customers Take Self-protective Move
NIPPON STEEL: Joining With ThysesenKrupp to Cut Costs
NIPPON TELEGRAPH: Set to Merge With Nongroup Firms
YASKAWA ELECTRIC: R&I Downgrades L-T Debt Rating to BBB-
K O R E A
HYNIX SEMICON: Employees Urged to Support Precondition
HYNIX SEMICON: FKTU to Protest Micron Deal
HYNIX SEMICON: Minor Shareholders Oppose MoU
HYUNDAI MOTOR: Refuses to Comment on Profit Report
HYUNDAI OIL: May Refinery Cut Likely Due to Poor Margins
KOREA DEPOSIT: Facing Default in June
M A L A Y S I A
BESCORP INDUSTRIES: Proposes Articles Of Association Amendments
EMICO HOLDINGS: SC OKs Proposed Debt Workout Scheme
GEAHIN ENGINEERING: Negotiation Period Extended
GLOBAL CARRIERS: Proposed Revised Scheme Approved
KIARA EMAS: High Court Grants Six-Month Restraining Order
LEADER UNIVERSAL: Euro-Convertible Bonds Amendments Approved
PICA (M) CORPORATION: Posts Material Litigation Add'l Info
RAHMAN HYDRAULIC: KLSE Rejects Further Time Extension Request
REPCO HOLDINGS: Discloses Proposed Scheme of Arrangement
SRIWANI HOLDINGS: Enters Proposed Acquisitions MOU
UNIPHOENIX CORPORATION: Court Grants Three-Month RO Extension
P H I L I P P I N E S
NATIONAL POWER: May Allow IPPs to Assume Fuel Buy Risk
PHILIPPINE LONG: Extends Repurchase Period on $329M Notes
SGV & CO: Andersen Affiliate Joins E&Y
S I N G A P O R E
ASIA PULP: Restructuring Deal Should Reach Conclusion in 2003
T H A I L A N D
COUNTRY (THAILAND): Rehab Plan Approval Hearing Set on May 20
ITALIAN-THAI: Finalizes Registration With Ministry of Commerce
SINO-THAI: Omits 2001 Dividend Payment Distribution
SUPALI PUBLIC: Releases AGM No. 1/2002 Resolutions
THAI ENGINE: Seeks Financial Statement Submission Postponement
* DebtTraders Real-Time Bond Pricing
- - - - - - - -
=================
A U S T R A L I A
=================
ANACONDA NICKEL: Central Exchange Appeal Dismissed
--------------------------------------------------
The Full Court of the Supreme Court of Western Australia has
dismissed Central Exchange Limited's appeal from the final
judgment of Justice Parker given on 25 May 2001.
Justice Parker denied the Central Exchange Limited's application
to access information and documents from Anaconda Nickel Ltd in
relation to Anaconda's compliance with their obligations to pay
Central Exchange Limited $18,196,293 (as indexed(1)) under a
settlement deed dated 17 September 1996 (the Deed
The Central Exchange Limited's lawyers, Solomon Brothers, have
advised that:
1. The Full Court has held that the Anaconda is obliged to
deal with Central Exchange Limited in good faith under the Deed;
2. The Full Court has clearly stated that Central Exchange
has available to it remedies under the Deed. Solomon Brothers
have also advised that they are considering other remedies
available to Central Exchange in relation to the Deed.
The Central Exchange notes that the dismissed action does not in
any way affect Central Exchange 's ultimate entitlement to seek
payment from Anaconda under the Deed. The proceedings relate
purely to Central Exchange seeking access to information and
documents from Anaconda in relation to Anaconda's compliance
with their obligations under the Deed.
Central Exchange will keep shareholders informed of any
developments in this matter.
AUSTRALIAN MAGNESIUM: Newmont Announces Board Changes
-----------------------------------------------------
Australian Magnesium Corporation Limited has appointed
three new Directors to the Board following the successful
takeover of Normandy Mining Limited by Newmont Mining
Corporation.
These nominations emphasize that Newmont is fully committed to
moving AMC forward and the achievement of its objectives for the
benefit of all stakeholders.
The appointments effective from April 22 are as follows:
JOHN DOW:
Mr Dow is Executive Vice President and Managing Director of
Newmont Australia. Mr Dow is New Zealand born and educated and
has worked for Newmont for almost 25 years. Mr Dow joined
Newmont in 1978 in Australia as Exploration Manager, Western
Australia. Following this, he directed Newmont's activities in
Southeast Asia for 12 years where his group was responsible for
the discovery and development of the US$1.9bn Batu Hijau mine in
Indonesia. Prior to his recent appointment to Newmont Australia,
Mr Dow was based in Lima, Peru, as Executive Vice President and
Group Executive for Latin America responsible for overall Latin
American operations and business affairs.
HANS UMLAUFF:
Mr Umlauff is Group Executive - Development of Newmont
Australia. Mr Umlauff is a mechanical engineer with more than 25
years experience in design, construction, maintenance,
manufacturing and project management in the steel, minerals and
petroleum industries. Mr Umlauff had been with Normandy for
nearly two years, prior to the Newmont takeover, and is a member
of the Executive management team. He gained considerable
international experience in his previous role as Vice President
Project Management at BHP.
KEN WILLIAMS:
Mr Williams is Chief Financial Officer of Newmont Australia. Mr
Williams joined Normandy in January 1999 as Executive General
Manager Treasury and was promoted to Chief Financial Officer in
February 2001. His career includes 13 years experience in the
Treasury departments of several major public companies including
Qantus Airways Limited and RGC Limited, and several years in the
Commonwealth Treasury, Canberra.
In conjunction with the new appointments, former Normandy
appointed representatives, Mr Robert Champion de Crespigny and
Mr Ken Spencer, have retired as Directors of AMC. The Board
would like to thank Mr Champion de Crespigny and Mr Spencer for
their services and contributions to the Company. The Board
reserves a special vote of thanks for Mr Champion de Crespigny
for his vision and continuing support of AMC over the previous 8
years in his former position of Executive Chairman of Normandy.
In addition, AMC Non-Executive Director Mr Tony Brown has been
appointed as Executive Director - Projects adding considerable
international project experience to the Project team and Mr
Creagh O'Connor remains an Executive Director with
responsibilities in the areas of corporate development and
funding.
These changes bring the number of AMC Directors to nine
including existing Directors, Dr Roland Williams, Non-Executive
Chairman, Mr Rod Sharp, Chief Executive Officer, and Non-
Executive Directors Mr Ian Freer and Mr John Story.
AUSTRALIAN PLANTATION: Capital Reorganization Effective Friday
--------------------------------------------------------------
Participation Organizations are advised that subject to
shareholder approval the reorganization of capital for
Australian Plantation Timber Limited will be effective Friday 26
April 2002.
The reorganization is by way of consolidating every five fully
paid ordinary shares in the capital of the Company into one
fully paid ordinary share.
Fractions will be disregarded.
The following timetable will apply.
24/04/2002 Shareholders approval
26/04/2002 Trading would normally commence in the
reorganized securities on a deferred basis.
ASX Code: APLDA
02/05/2002 Last day for the Company to register
transfers on a pre-reorganization basis.
03/05/2002 First day for the Company to register
securities on a post reorganization basis.
09/05/2002 Dispatch date. Deferred settlement trading
would normally end. ASX Code: APL
10/05/2002 Normal T+3 trading would normally commence.
15/05/2002 Settlement of trades conducted on a T+3
basis.
The securities of the Company will remain suspended
BALLARAT GOLDFIELDS: Ordered to Lodge Reports
---------------------------------------------
Ballarat Goldfields N.L. on Tuesday was ordered by the Federal
Court of Australia to file its audited financial report and
director's report for the year ended 30 June 2001.
The Australian Securities and Investments Commission (ASIC)
obtained the consent orders following Ballarat Goldfield's
consistent failure to lodge the reports despite numerous
requests to do so.
Under the Corporations Act, the company was required to lodge
its financial reports for the 2001 financial year by 30
September 2001.
The orders require Ballarat Goldfields to lodge its financial
reports for the 2001 financial year by 24 May 2002.
The reports must also be made available for inspection on the
company's website as soon as they are lodged, and Ballarat
Goldfields must report to members by 31 May 2002.
The orders were obtained ahead of a general meeting of the
members of Ballarat Goldfields to be held on 28 May 2001, which
was announced on Monday to the Australian Stock Exchange by the
company.
The general meeting is primarily for approval for the company to
sell its gold-related assets.
Ballarat Goldfields shares have been suspended from quotation on
the ASX since 24 October 2001 following a request of the Company
and pending the finalization of its 2001 financial reports.
"Companies must comply with their statutory reporting
obligations and should be aware that ASIC will take steps to
ensure compliance", ASIC's Director Enforcement, Jamie Orchard
said.
CENTRAL NORTH: Fletcher Challenge Withdraws Acquisition Bid
-----------------------------------------------------------
Fletcher Challenge Forests Limited said on Wednesday that it
will not proceed with the agreement entered into on 28 March
2002 with the Receivers of the Central North Island Forests
Partnership to purchase the assets of the Partnership.
Fletcher Challenge Forests Chief Executive, Terry McFadgen, said
on Wednesday that in the time available it had not been possible
to finalize arrangements, fully satisfactory to the company, to
enable the conditions in the agreement to be met.
"Fletcher Challenge Forests remains an interested party in the
receivership process and, given the quality of these assets, we
do not rule out further interest in a purchase of the forest
estate," Mr McFadgen said.
CHROME GLOBAL: Incurs Half Year Loss of A$549,000
-------------------------------------------------
CHROME Global Limited generated a loss of $549,000 for the
six months ended 31 December 2001 on total revenue of $828,000.
In August 2001 the directors obtained shareholder approval for
the acquisition of Professional Public Relations (WA) (PPR (WA))
and RHK Public Relations (RHK). The acquisitions were to provide
CHROME with a clear point of market differentiation, access to
an immediate positive cash flow and access to a national and
international client base.
The Company issued a prospectus in July 2001 to raise $594,000
(before costs) through a non-renounceable rights issue, which
closed on 29 August 2001. The funds raised were to supplement
the company's existing working capital and fund the proposed
acquisitions of PPR (WA) and RHK. There was a shortfall to the
issue of approximately $514,000.
Whilst there was an initial shortfall in the funds raised, the
company, working closely with its corporate advisor Montagu
Corporate Pty Ltd, had succeeded in sourcing the remaining
funds. However, the high level of economic uncertainty,
particularly since the September 11 terrorist attack on America,
has impacted significantly on CHROME's national sales pipeline
and revenue expectations. As a result, there was a significant
change in the Company's projected activities and the funds could
not be drawn down.
Subsequently, the Board elected to voluntarily appoint a Company
administrator on 23 October 2001.
Following the appointment of Ernst & Young (the Administrator)
as administrators a Deed of Company Arrangement (DOCA) was
presented whereby, with an injection of funds for both working
capital and as a contribution to the creditors fund, the Company
was to be released from Administration and continue trading.
As contemplated by the DOCA, which was approved by the creditors
of Chrome on 11 December 2001, the Administrator of the Company
entered into an agreement with a syndicate led by PPR (WA)
pursuant to which Tian Li Holdings Pte Ltd provided funds,
totaling $470,101.06, by way of equity and loans, to CHROME. Of
the funds provided $300,000 was allocated to the creditors
trust, $40,000 in payment of capital raising fees and the
balance of $130,000 provided the ongoing working capital for
CHROME.
Of the total funds provided 547,823.83 was by way of equity with
the balance being by way of convertible notes that are, subject
to shareholder approval, convertible to shares.
FUTURE DEVELOPMENTS
CHROME emerged from Administration following the DOCA, which was
entered into on 11 December 2001, being wholly effectuate on 10
January 2002.
As necessitated by the administration process CHROME's operating
costs and staffing levels have been reduced. These cost
reductions have been carried through to the post administration
period, however, the company has maintained the appropriate
skills in its core competencies of web site design and
development.
To address the matters arising from the termination of the DOCA
and the restructuring of the Company the annual general meeting
of the Company was held on 9 April 2002. The significant
resolutions that were to the shareholders include:
* The ratification of the past placement of shares to Tian Li
Holdings Pte Ltd (refer section above),
* Issue of shares to Tian Li Holdings Pte Ltd in satisfaction
of the convertible notes entered into upon the DOCA being wholly
effectuate,
* Acquisition of the businesses of PPR(WA) from Blueregal
Corporation Pty Ltd and RHK Public, Relations from PPR
Australia (the Acquisitions). The Acquisitions had previously
been considered and approved by shareholders at a general
meeting on 23 August 2001. However, the conditions precedent to
the agreement was not completed before the Company was placed in
Administration, and consequently the agreements automatically
terminated. The agreements have since been renegotiated and the
Board is now seeking to conclude the Acquisitions; and
* The issue of up to 100,000,000 shares within three months
after the date of the meeting to raise funds for working capital
purposes.
Appropriate resolution of these matters will enable the company
to relist on the Australian Stock Exchange as well as provide
the basis for developing a sustainable and profitable business.
PACIFIC DUNLOP: Changes Company Name to `Ansell Limited'
-------------------------------------------------------
Pacific Dunlop Limited advised Wednesday that it changed its
name to Ansell Limited. The name change was effected following
shareholder approval at the recent General Meeting.
Since the commencement of deferred settlement trading on 15
April 2002 each Ansell Limited share has represented the
equivalent of five former Pacific Dunlop shares, in accordance
with the terms of the share consolidation approved by
shareholders. This deferred settlement trading period ceases at
the close of trade on 29 April 2002, following which Ansell
Limited shares will trade on the Australia Stock Exchange under
the code ANN.
PASMINCO LIMITED: Court Orders Document Access
----------------------------------------------
The Supreme Court of Western Australia ordered both MIM Holdings
Limited and Pasminco Limited to provide Aquila Resources Limited
within 14 days, access to documents, which may result in
proceedings for substantial damages being initiated against MIM
and Pasminco.
On 22 March 2002, the Supreme Court of Western Australia found
that Aquila Resources Limited was entitled to documents from
both MIM Holdings Limited and Pasminco Limited in relation to
the circumstances surrounding and leading up to the extension of
the pre-emption period with respect to the sale of Pasminco's
49% interest in the Ernest Henry Mine.
Notwithstanding attempts by both MIM and Pasminco to narrow the
scope of the documents to be discovered, the Court re-affirmed
its findings of 22 March 2002 and ordered that MIM and Pasminco
provide verified discovery, within 14 days, of any and all
documents covering the period 23 February 2001 to 31 March 2001
relating to an extension or proposed extension of the period for
MIM to exercise its rights of pre-emption in respect of
Pasminco's interest in the Ernest Henry Mine.
Aquila has always maintained that it may have a claim against
MIM and Pasminco in relation to the circumstances by which
Aquila's consent to an extension of the pre-emption period was
procured.
PASMINCO LIMITED: Perilya Signs Broken Hill Agreement
------------------------------------------------------
Perilya Broken Hill Limited, a wholly owned subsidiary of
Perilya Limited) and the Construction, Forestry Mining and
Energy (South Western District) Union, has registered in the New
South Wales Industrial Relations Commission, a "greenfields"
Enterprise Agreement that both parties believe will contribute
to the long term economic viability of the Broken Hill mine.
Perilya has entered into a conditional Sale and Purchase
Agreement to buy the mine from Pasminco Limited (Administrators
Appointed). Entering into the Enterprise Agreement satisfies one
of the conditions precedent to that agreement.
The main features of the Enterprise Agreement are as follows:
1. pay rates are brought into line with other metalliferous
mining operations in Australia and incorporate a bonus scheme
based on key performance indicators related to productivity and
safety performance;
2. a twelve hour continuous work roster will be introduced at
the mine;
3. new provisions will be introduced establishing sole
managerial discretion with respect to workplace flexibility and
multi-skilling of employees;
4. new provisions establish sole managerial discretion with
respect to the engagement of contractors;
The Board and management of Perilya believe that the Agreement
marks the installation of the principle of co-operation and
trust between the Company and the workforce and its workplace
representatives, the CFMEU.
PEGASUS LEVERAGED: Former Director Banned for 30 Years
------------------------------------------------------
Mr Craig John McKim, former director of the Pegasus Leveraged
Options Group Pty Ltd (Pegasus), has been banned from being
involved in the management of a company for 30 years.
The Australian Securities and Investments Commission (ASIC)
initiated proceedings in the Supreme Court of NSW after an
investigation found evidence that a managed investment scheme
operated by Pegasus and Mr McKim breached the Corporations Act.
Mr McKim and Pegasus were found to be operating an unregistered
managed investment scheme, to have engaged in misleading or
deceptive conduct and to have made misleading statements in
order to entice investors into the scheme.
Pegasus did not have a securities dealer's license and the
scheme did not have a disclosure document for fundraising lodged
with ASIC as required under the law.
Evidence showed that while approximately $3.7 million from
approximately 90 investors was traced through the Pegasus bank
accounts, the likely funds taken by the scheme were far in
excess of that amount.
In preliminary hearings, Mr McKim, who was managing Pegasus
while disqualified from being a director on account of previous
criminal convictions, claimed his investors' money was being
held in a bank account in Spain, and that efforts were being
made to return this money to Australia.
The Court heard that money invested in the scheme was used to
pay business expenses as well as high rates of return to
investors. Cash transfers were made to Mr McKim and his
relatives as well as cash withdrawals from the relevant bank
accounts.
Mr McKim also lost approximately $2 million through gambling.
ASIC froze the assets of both Mr McKim and his company in March
2001 after receiving complaints from investors in the scheme.
Orders have been made for the winding up of the scheme and the c
company Pegasus.
================================
C H I N A & H O N G K O N G
================================
CHINA AEROSPACE: Cuts 2001 Operations Loss to 32%
-------------------------------------------------
China Aerospace International Holdings Limited announced on 22
April 2002:
(stock code: 31)
Year end date: 31/12/2001
Currency: HKD
Auditors' Report: Neither
Review of Interim Report by: N/A
(Audited)
(Audited) Last
Current Corresponding
Period Period
from 1/1/2001 from 1/1/2000
to 31/12/2001 to 31/12/2000
Turnover : 1,008,293,000 1,066,019,000
Profit/(Loss) from Operations : (281,514,000) (878,553,000)
Finance cost : (113,133,000) (135,155,000)
Share of Profit/(Loss) of Associates: (717,000) (59,642,000)
Share of Profit/(Loss) of
Jointly Controlled Entities : - -
Profit/(Loss) after Tax & MI : (736,311,000) (1,017,429,000)
% Change over Last Period : N/A
EPS/(LPS)-Basic : (34 cents) (48 cents)
-Diluted : N/A N/A
Extraordinary (ETD) Gain/(Loss): - -
Profit/(Loss) after ETD Items : (736,311,000) (1,017,429,000)
Final Dividend per Share : NIL NIL
(Specify if with other options): N/A N/A
B/C Dates for Final Dividend : N/A
Payable Date : N/A
B/C Dates for AGM : 23/5/2002 to 28/5/2002 bdi.
Other Distribution for Current Period : N/A
B/C Dates for Other Distribution : N/A
Remarks:
1. Operating loss is arrived at after charging (crediting):
2001 2000
HK$'000 HK$'000
Amortization of development costs 7,094 6,677
Amortization of technology license right - 1,170
Auditors' remuneration 3,641 5,093
Depreciation on
- owned assets 70,517 65,568
- assets held under finance leases 1,811 3,362
Minimum lease payments paid under operating leases
- on land and buildings 4,868 11,879
Provision for obsolete inventories 22,199 79,139
Research expenses 2,145 8,078
Total staff costs, including directors'
remuneration 141,212 137,820
and after crediting
Gross rental income from
- land and buildings 2,626 5,600
- investment properties 41,904 22,309
------- ------
44,530 27,909
Less: Outgoings (4,728) (2,584)
------- --------
39,802 25,325
------- -------
Dividend income from listed investment
securities 9,339 2,978
Gain on disposal of property, plant and equipment 195 136
Interest income 12,659 82,025
2. Loss per share
The calculation of the basic loss per share is based on the
following data:
2001 2000
HK$'000 HK$'000
Net Loss
Net loss for the year for calculation of basic loss per share
(736,311) (1,017,429 )
Number of Shares
Weighted average number of ordinary
shares for the calculation of basic
loss per share 2,142,419,902 2,116,010,396
============== ================
No diluted loss per share has been presented for both years as
there are no dilutive potential shares in issue.
3. Certain comparative amounts have been restated in order to
achieve a consistent presentation.
CMG CH: Post Chairman's Restructuring Update Letter
---------------------------------------------------
CMG CH China Investments Limited posted Chairman I N Ferres'
letter to shareholders regarding update on restructure proposal:
On behalf of the Directors of CMG CH China Investments Limited,
I am writing to inform you that the resolutions relating to
the restructure of the Company, put to shareholders at the
Extraordinary General Meeting (EGM) held on 15 April 2002, were
resoundingly approved. Accordingly, the proposed restructure as
outlined in the Notice of Meeting and accompanying documents
will proceed.
This letter provides a summary of the outcome of voting on each
resolution, sets out the main features of the restructure,
provides a timeline with key milestones to 31 August 2002,
confirms the outcome of the Company's request for a Class Ruling
from the Australian Tax Office (ATO) and describes how the
Company will communicate with shareholders throughout the
restructure process.
1. OUTCOME OF VOTING
Each resolution put to shareholders was determined by poll with
the following voting outcomes:
RESOLUTION NO VOTES NO VOTES NO TOTAL % VOTES
FOR AGAINST VOTES* FOR
1 67,225,759 2,535,472 69,761,231 96.37%
2 41,534,528 3,006,722 44,541,250 93.25%
3 44,398,900 142,350 44,541,250 99.68%
4 44,405,900 135,350 44,541,250 99.70%
5 69,623,881 131,350 69,755,231 99.81%
6 69,617,881 143,350 69,761,231 99.79%
7 67,072,509 2,688,722 69,761,231 96.15%
8 61,950,278 3,990,739 65,941,017 93.95%
* The total number of votes differs for each resolution due to
the various voting exclusions that applied to associated
shareholders as set-out in the Notice of Meeting and Explanatory
Memorandum.
The Directors are pleased to note that not only was there a very
strong vote in favor of the restructure proposal but a
significant percentage of shares were also voted (votes received
represented approximately 53% of total shares on issue).
2. MAIN FEATURES OF THE RESTRUCTURE
In summary, the restructure involves the following steps for the
Company:
* transferring the majority of its equity portfolio and some
cash (the Investment Portfolio) to a Hong Kong trust, the New
Era PRC Fund (some assets will remain in the Company to meet the
costs of the restructure and other obligations, including
corporate tax and Directors' retirement benefits);
* receiving Units in the New Era PRC Fund equivalent in value
to the Net Asset Value (NAV) of the Investment Portfolio in
consideration for the transfer of the Investment Portfolio; and
* distributing the Units to its shareholders (other than US
Persons or shareholders holding on behalf of US Persons) by way
of a franked dividend and capital reduction in specie.
Because of restrictions under US law, the Company will not be
distributing Units to US Persons (or shareholders holding on
behalf of US Persons) but will transfer their interests to a
nominee and their interests will then be sold and a cash payment
made to them.
For all other shareholders you will receive Units in the New Era
PRC Fund unless you decide to sell your shares before the record
date for the distribution (see the timeline in section 3 below).
If you participate in the distribution, the effective date on
which you are deemed to have received the Units will be the date
of the EGM (15 April 2002). However, it is necessary to defer
the actual distribution of Units in order to ensure that
franking credits are available for the dividend that underpins
the distribution. The Directors intend to distribute Units to
shareholders as soon as practicable after 1 July 2002 when tax
credits for the purpose of franking the dividend are expected to
be available (currently expected to be 14 August 2002).
Shareholders who do not wish to hold Units can either sell their
shares on market prior to suspension of trading on the
Australian Stock Exchange (see the timeline in section 3 below),
or realize their Units after distribution. The Units will be
able to be realized at NAV without a specific redemption fee,
but subject to deductions for transaction costs. A Realization
Form was included with the Notice of Meeting.
For those shareholders who wish to continue to have an exposure
to the Investment Portfolio, they will do so through holding
Units in the New Era PRC Fund. This fund will be managed by
First State Investments (Hong Kong) Limited, a subsidiary of
Colonial First State Group Limited. As announced by the Company
on 10 April 2002, Ms Yang Liu (who has successfully led the
investment management team for some years) has provided notice
of resignation but will continue in her role until September (or
earlier if mutually agreed). First State Investments has however
already increased its capabilities and expertise by recruiting
suitable investment professionals and has confirmed that it will
continue further recruitment in the light of Ms Liu's
resignation. Overall, the Directors do not believe that the
change within the investment management team will have a
material impact on the restructure.
Following the distribution of the Units to shareholders, the
Company will settle its remaining obligations (including tax),
pay the Directors their retirement benefits and, subject to
further shareholder approval (to be sought at a later time),
make a final liquidation distribution and voluntarily wind-up.
3. TIMELINE OF KEY MILESTONES
The following indicative timetable is provided for guidance.
These dates may be subject to change without notice. In the
event changes are required, the Company will advise shareholders
as soon as possible thereafter.
DATE EVENT
Monday 17 June 2002 Valuation date for the Investment
Portfolio to be transferred to the New
Era PRC Fund
Monday 24 June 2002 Investment Portfolio transferred and
Units in the New Era PRC Fund issued to
the Company
Monday 8 July 2002 Company announces dividend and capital
reduction by way of distribution of
Units
Tuesday 9 July 2002 Shares commence trading cum distribution
entitlement
Monday 15 July 2002 Last day of Shares trading cum
distribution entitlement
Tuesday 16 July 2002 ASX trading in shares suspended
Monday 22 July 2002 Distribution Record Date. Last day for
shareholders to provide Non-US Persons
Declaration. Shareholders who have not
provided a declaration by this date will
be considered to be US Persons and will
receive cash not Units in the New Era
PRC Fund
Wednesday 14 August 2002 Company transfers Units to shareholders
and advises the cost base of those Units
Wednesday 28 August 2002 Company distributes proceeds of sale of
Units sold on behalf of US Persons
(after deducting expenses of sale)
To Be Advised General Meeting to approve the voluntary
wind-up of the Company
To Be Advised Final liquidation distribution and
advice to shareholders in respect of the
proportion deemed to be a dividend
4. TAXATION INFORMATION
A summary of the Australian taxation issues that are relevant to
the Company and its shareholders in relation to the restructure
was provided in the Explanatory Memorandum included with the
Notice of Meeting. The summary is of a general nature and may
not address all of the Australian taxation issues that may be
relevant to different types of shareholders. Shareholders should
obtain independent advice in relation to their particular
circumstances.
The Company's request for a Class Ruling from the Australian
Taxation Office (ATO) has been considered. The Class Ruling
confirms that the sale of the Investment Portfolio should be
treated, for tax purposes, as a transaction on capital account
and that the recently enacted Listed Investment Company
provisions should operate. The benefit of this for eligible
resident shareholders was discussed in the Explanatory
Memorandum included with the Notice of Meeting.
5. SHAREHOLDER COMMUNICATION
The Company, via regular announcements to the Australian Stock
Exchange, will keep shareholders informed of progress with the
restructure. In addition, for those shareholders considering
selling their shares on market prior to suspension of trading on
the Australian Stock Exchange, the Company will announce an
estimate of the unaudited Net Asset Value per ordinary share on
a weekly basis (this is currently done on a monthly basis). The
NAV calculation will value investments using current market
values and exchange rates and will also be after the provision
for tax on both realized and unrealized gains.
6. NON-US PERSONS DECLARATION
I would like to remind shareholders that, in order to receive
Units in the New Era PRC Fund, you are required to confirm you
are:
* not a US Person;
* not holding shares on behalf of a US Person; or
* not an investment company by which US persons invest in
foreign investment companies.
If you have not completed the Non-US Persons Declaration that
comprised a part of the Proxy Form for the EGM, please complete
the declaration that accompanies this letter and return it to
the Company's Correspondent Office at Level 6, 52 Martin Place,
Sydney NSW 2000. The declaration needs to be provided to the
Company by no later than the Distribution Record Date (expected
to be Monday 22 July 2002).
In closing, I would like to reiterate that the Directors had
considered alternatives and believe the restructure is in the
best interests of shareholders whole because it provides:
* the opportunity to realize the full value of the net assets
backing each share the costs per share of the restructure being
borne by the Company); and
* for those interested in doing so, an opportunity to
continue their investment China securities through the New Era
PRC Fund.
On behalf of Directors I would like to take this opportunity to
thank you support of the restructure proposal. If you have any
questions, please Company Secretary, Mr Gary Dickson, on +61 2
9226 8324.
SHOUGANG INT'L: Widens 2001 Operations Loss to HK$692,260
---------------------------------------------------------
Shougang Concord International Enterprises Company Limited
announced on 22 April 2002:
(stock code: 697)
Year end date: 31/12/2001
Currency: HK$
Auditors' Report: Neither
Review of Interim Report by: N/A (Restated)
(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 : 1,942,269 2,211,873
Profit/(Loss) from Operations : (692,260) (264,552)
Finance cost : (69,800) (68,422)
Share of Profit/(Loss) of Associates: (20,502) 6,867
Share of Profit/(Loss) of
Jointly Controlled Entities : 2,370 11,732
Profit/(Loss) after Tax & MI : (607,378) (258,402)
% Change over Last Period : N/A
EPS/(LPS)-Basic : (28.9 cents) (13.6
cents)
-Diluted : N/A N/A
Extraordinary (ETD) Gain/(Loss) : N/A N/A
Profit/(Loss) after ETD Items : (607,378) (258,402)
Final Dividend per Share : NIL NIL
(Specify if with other options) : N/A N/A
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: N/A
B/C Dates for Other Distribution : N/A
Remarks:
(1) LOSS FROM OPERATIONS
The Group's loss from operations was arrived at after charging/
(crediting):
2001 2000
HK$'000 HK$'000
Cost of inventories sold 1,472,831 1,750,893
Depreciation 115,240 115,325
Amortization of intangible assets 1,630 764
Impairment of goodwill 333,053 71,980
Loss on disposal of land and buildings 79 3,798
Loss on disposal of long term
investments 6 -
Loss / (gain) on disposal of short term
investments, net (1,077) 203
Loss / (gain) on disposal of an
investment property 358 (1,000)
Loss on disposal of a subsidiary 4,808 -
Loss / (gain) on changes in fair values
of short term investments, net (307) 1,288
Impairment of land and buildings 17,174 495
Impairment of other fixed assets 152,500 -
Revaluation deficit on investment
properties 32,188 7,925
Provisions for bad debts 68,599 56,830
Provision against a loan to an associate18,332 6,000
Provision against an amount due from an
associate 3,589 -
Interest income (7,102) (5,580)
Dividend income from listed investments (49) (210)
(2) LOSS PER SHARE
The calculation of basic loss per share is based on net loss
from ordinary activities attributable to shareholders for the
year of HK$607,378,000 (2000 : HK$258,402,000) and the weighted
average of 2,099,044,550 (2000 : 1,895,855,675) ordinary shares
in issue during the year.
The diluted loss per share for the years ended 31 December 2001
and 2000 is not shown as there were no dilutive effects on the
basic loss per share. The 8% convertible bonds had an anti-
dilutive effect on the basic loss per share, and the outstanding
share options of the Company would not result in the issue of
ordinary shares for less than the fair value as their exercise
price was above the average market price of the Company's shares
during the two years.
(3) PRIOR YEAR ADJUSTMENT
During the year, the Group adopted SSAP 30 "Business
Combination". To comply with this SSAP, a prior year adjustment
has been made to recognize the impairment loss of goodwill
previously eliminated against reserves as a matter of accounting
policy. Accordingly, there is an impairment loss of
HK$71,980,000 for goodwill in 2000. As a result, the net loss
attributable to shareholders for the year ended 31 December 2000
was to increase from HK$186,422,000 as previously reported to
HK$258,402,000.
=================
I N D O N E S I A
=================
INDOMOBIL SUKSES: Trimegah Launches Suit Against KPPU
------------------------------------------------------
PT Trimegah Securities, which acquired 72.63 percent equity
shareholding of PT Indomobil Sukses Internasional Tbk from The
Indonesian Bank Restructuring Agency and PT Holdiko Perkasa
through an open bid tender process late last year, has started
legal action against the Business Competition Supervisory
Commission (KPPU) over the latter's investigation into an
alleged "conspiracy" behind Indomobil's auction, AFX-Asia
reports, quoting Trimegah Director Peter Tanuri.
The KPPU released a letter dated February 7, 2002 giving it the
authority to launch an investigation into the tender. Trimegah
is asking the state administrative court to revoke this letter.
"With this petition, we question the authority of the KPPU to
investigate the Indomobil tender," Tanuri said, adding that the
KPPU has been acting more like a court in its own right, thus
has damaged Trimegah's reputation.
PABRIK KERTAS: Sees Smaller Losses in 2001
------------------------------------------
PT Indah Kiat Pulp & Paper and PT Pabrik Kertas Tjiwi Kimia said
that their financial losses for 2001 would be lower than the
previous year due to provisions cut rather than improved
operations, Jakarta Post reports, citing Tjiwi Chief Financial
Officer Gunawan Taslim.
"For 2001, the company is expected to remain in the red albeit
better than in 2000," Mr Taslim said. "We had no price discounts
and provisions on trade receivables last year."
Provisions are one-time expenses, which are incurred when
absorbing the risk of doubtful trade receivables.
The two Indonesian units of Asia Pulp & Paper Company Ltd
reported unaudited losses of US$203 million up until the ninth
month of 2001. Their combined net losses were $760.4 million.
APP is in talks with creditors to restructure its massive debts,
with a deal expected toward the end of this year.
"Tjiwi and Indah Kiat's 2001 annual reports could not be
released until a debt restructuring deal was in place," Mr
Taslim concluded.
=========
J A P A N
=========
IWATAYA DEPARTMENT: Asks Lenders to Cut Loan Rates
--------------------------------------------------
Fukuoka retailer Iwataya Department Store Co. has asked all its
creditor banks to cut existing loan rates for four years from
March, Kyodo News reported Tuesday.
Iwataya, which has a total debt of 28 billion yen, will present
a set of restructuring measures to a meeting of creditors set
for April 26.
The struggling retailer earlier decided to close in December an
outlet in Kumamoto.
MARUBENI CORP: Allies With Jumbo Parts in After-sales Ops
---------------------------------------------------------
Tokyo trading house Marubeni Corp and Canada's Jumbo Parts will
partner in the auto parts after-sales business in North America,
the Nikkan Kogyo Shimbun reported.
The two have already secured parts supply from some 18 parts
makers, including Japanese auto parts makers operating in North
America.
Marubeni and Jumbo Parts aim for US$5 million revenue in the
first year and US$ 100 million by 2005, the report added.
Earlier this month, Standard & Poor's downgraded the short-term
rating of Marubeni to C from B based on concerns that the
trading company will face higher borrowing costs and fewer
funding options following a huge loss in fiscal 2001, owing to
its highly leveraged balance sheet.
MITSUBISHI MOTORS: Infosec Inks Deal With Predictive Systems
------------------------------------------------------------
Predictive Systems, a leading security and network
infrastructure consulting firm, announced Wednesday it has
entered into a strategic alliance with Infosec Corp., a
subsidiary of Mitsubishi Corporation.
The alliance, which also includes Science Applications
International Corporation (SAIC), Riptech, Inc., and Japan-based
Little eArth Corporation, will help Infosec Corp. expand the
range of information security services it provides to government
and corporate customers in Japan.
Pursuant to the alliance, Infosec Corp. will offer its Japanese
customers a full complement of Predictive Systems' IT security
consulting services, including Trust CheckT information risk
assessments, security architecture and engineering, and security
testing of existing systems and those planned or under
development. Additionally, Infosec will expand and enhance the
Japan Information Sharing and Analysis Center (J-ISAC) that it
operates under license from Predictive Systems. The J-ISAC
includes an intelligence service that contains exhaustive
information about security vulnerabilities, threats, and
geopolitical concerns. Predictive Systems' ISAC staff gathers
and analyzes information relating to security vulnerabilities,
malicious code, and intrusive activities on a 7 x 24-hour basis,
and issue alerts, warnings and recommendations as appropriate.
Created in 1999, the ISACs have become a proven tool to thwart
potential attacks and provide early warning regarding potential
security problems. The J-ISAC allows Infosec to provide this
critical regional and global intelligence to its Japanese
customers.
"Having worked with Predictive Systems' expert security
specialists over the past few years, we are delighted to have
the opportunity to enhance our relationship with Predictive
Systems," commented Masato Nagase, Deputy General Manager of IT
Electronics Group of Mitsubishi Corporation. "We believe that
Predictive Systems brings unique world-class talent to Infosec's
service offerings, and the company's broad range of superior
information security services will be an invaluable component of
our service offerings."
"We are pleased to be partnering with Mitsubishi Corporation, a
company that is clearly taking the lead in seeking to provide
high-level security services to organizations and institutions
in Japan," said Eddie Schwartz, Executive Vice President and
General Manager of Global Integrityr Services of Predictive
Systems. "Our strength in security consulting, and operating
ISACs will serve as an integral component of their comprehensive
security offering."
Mitsubishi Corporation - http://www.mitsubishi.co.jp- is one of
the world's most diverse enterprises. Mitsubishi Corporation has
decades of experience doing business around the world,
experience that has made it more than just a leader in
international trade. The company's seven business groups - New
Business Initiatives, IT & Electronics, Energy, Metals,
Machinery, Chemicals and Living Essentials - work closely with
clients to develop new business opportunities. Project
coordination, sourcing of raw materials, capital investment, and
development of sales channels are typical of the ways Mitsubishi
Corporation creates value for business partners, customers and
shareholders. Through Commerce (dot commerce), Mitsubishi
Corporation's new business model, the company is now seeking to
create even more value for all stakeholders. It is leveraging
its competitive advantages in the so-called Old Economy to lift
commerce to a new level. This involves integrating strengths of
the New Economy, or online economy, into Old Economy business
models, and vice versa.
Predictive Systems, Inc. - www.predictive.com - is a leading
consulting firm focused on building, optimizing, and securing
high-performance infrastructures to increase operational
efficiency, mitigate risk, and empower the business initiatives
of Fortune 1000 companies, federal government agencies and state
and local governments. The firm's Global Integrity Services unit
provides professional information security consulting and
managed security services to protect the critical assets of
its clients. Predictive Systems' BusinessFirstT approach maps
technology solutions to business goals, and delivers measurable
results. Headquartered in New York City, Predictive Systems has
regional offices throughout the United States. Internationally,
it has offices in Germany, the Netherlands, and the UK.
MITSUBISHI MOTORS: Employing Fresh College Grads in 2003/4
----------------------------------------------------------
Mitsubishi Motors Corp will recruit up to 200 new college
graduates in the year to March 2004, up 200 to 300 percent from
the number originally planned for the current year to March
2003, AFX Asia reported.
The Tokyo-based carmaker will hire mainly engineering graduates
in an effort to strengthen its research and development
operations.
At the end of 2001, Mitsubishi Motors had negative working
capital, as current liabilities were Y1.95 trillion while total
current assets were only Y1.23 trillion.
MIZUHO HOLDINGS: Customers Take Self-protective Move
----------------------------------------------------
An increasing number of Mizuho corporate customers are taking
steps ahead of the end of month, when many business settlements
occur, to protect themselves from getting trapped in the
Mizuho's computer problems, Kyodo News reports.
Mizuho's computer glitches have affected about 2.5 million
transactions, preventing customers from withdrawing or
performing other operations at its 7,000 automatic teller
machines and causing tens of thousands of double withdrawals
from accounts.
MIZUHO HOLDINGS: Faults Known Before Services Started
-----------------------------------------------------
The Mizuho financial group knew that there were problems with
the computer systems of its three component banks before the
April 1 merger, the Japan Times reported.
Tokyo Gas Co. officials said that in late March, a test in which
data from the utility's customers were sent to Mizuho's
integrated computer system ended in failure.
A Mizuho spokesman denied conducting such test.
The Tokyo Gas officials added in January, the company asked
Mizuho to conduct the tests on the new computer system, but
Mizuho turned them down.
A Tokyo Electric Power Co. spokesman earlier claimed that the
firm asked Mizuho twice in February for computer tests, but that
Mizuho turned down its request.
Japan's biggest debt-ridden banks Dai-Ichi Kangyo Bank, Fuji
Bank and Industrial Bank merged in April into Mizuho Bank and
Mizuho Corporate Bank, under Mizuho Holdings Inc.
Computer trouble erupted immediately, eventually causing 7,000
automated teller machines to malfunction and thousands of
customers to be double-billed for utility charges.
Japan's Financial Services Agency (FSA) will conduct a special
inspection of Mizuho Holdings Inc in May to look into its
massive computer glitch.
NIPPON STEEL: Joining With ThysesenKrupp to Cut Costs
-----------------------------------------------------
Nippon Steel Corp. will form technological tie-ups with
Germany's ThyssenKrupp Steel AG in the field of electromagnetic
steel sheets to trim research and development investment costs,
Kyodo News reports.
Nippon Steel Corp, according to a Kyodo News, will record a
group net loss of Y30 billion in fiscal 2001, dropping its
previous forecast that it will break even.
The steel maker blamed the downward revision on a Y44 billion
extraordinary loss it will incur chiefly on the booking of Y73
billion in latent losses on its securities holdings.
NIPPON TELEGRAPH: Set to Merge With Nongroup Firms
--------------------------------------------------
Telecom giant Nippon Telegraph and Telephone Corp. (NTT) is
ready for business integrations with nongroup firms and will
review the current setup of group firms such as its two regional
carriers and NTT DoCoMo Inc., Dow Jones Newswires reports.
According to NTT President Junichiro Miyazu, his holding company
should take the lead in reorganizing the group structure into a
flexible one that can adapt daily to ever-changing markets.
The NTT group appears to have booked a Y1.4 trillion
extraordinary loss for fiscal 2001 to write off losses on
overseas investments made by its regional arms NTT DoCoMo and
NTT Communications.
As earlier reported in the Troubled Company Reporter Asia
Pacific, NTT is cutting 17,000 jobs, or 7.8 percent of its
workforce, as part of a three-year plan to revive its business.
The overhaul also calls for a withdrawal from unprofitable
ventures and the sale of properties and healthy subsidiaries by
March 2005.
YASKAWA ELECTRIC: R&I Downgrades L-T Debt Rating to BBB-
--------------------------------------------------------
Rating and Investment Information, Inc. (R&I), has downgraded
the following ratings:
ISSUER: Yaskawa Electric Corp. (TSE Code: 6506)
Senior Long-term Credit Rating; Long-term Bonds (2 Series)
R&I RATING: BBB- (Downgraded from BBB)
RATIONALE:
Yaskawa Electric Corp. is an equipment manufacturer with a
product lineup centering mainly on industrial robotics equipment
such as AC servomotors and inverters. The company has been
slow to create the sort of earnings structure that will allow it
to respond to major movements in demand faced with the IT slump,
and is expected to record a consolidated final loss of 13.7
billion yen for the term to March 2002, partly also because of
recording evaluation losses. This will greatly write down equity
capital. Time will probably be needed before the financial base
can be strengthened to a scale that can handle the excessive
operational risks.
The company is working on changes to the operational structure,
for example by withdrawing from unprofitable businesses and
restructuring group companies, and is at the same time
concentrating management resources on growth fields such as
products for semiconductor manufacturing equipment. This not
only increases the possibility of growth but will also make
demand more volatile than was previously the case. The prospects
for the operational environment in the March 2003 term are also
uncertain, but Yaskawa has cut personnel by some 1,000 persons
and compressed management expenditures, speeding up its cost
cutting effort, and these cuts to fixed costs should generate
some results.
R&I RATINGS:
ISSUER: Yaskawa Electric Corp. (TSE Code: 6506)
Senior Long-term Credit Rating: BBB- (Downgraded from BBB)
ISSUE: Bonds Rated Issue Date Redemption Issue Amount (mn)
Unsec. Str. Bonds No. 10 Oct 20, 1998 Oct 20, 2003 Yen 10,000
Unsec. Conv. Bonds No. 6 Jul 27, 2000 Mar 18, 2005 Yen 15,000
R&I RATING: BBB- (Downgraded from BBB)
An R&I Senior Long-term Credit Rating is an opinion regarding an
issuer's overall capacity to pay its entire financial
obligations, without taking into account the degree of recovery
of specific obligations.
A Senior Long-term Credit Rating will be assigned to all
issuers. Ratings for individual issues may differ from the
Senior Long-term Credit Rating depending on the terms and
conditions of the issue.
=========
K O R E A
=========
HYNIX SEMICON: Employees Urged to Support Precondition
------------------------------------------------------
Workers at Hynix Semiconductor's memory operations were required
to support preconditions on the sale of the assets to U.S.
chipmaker Micron Technology Inc, or the deal may be scrapped.
Yonhap news agency and local newspapers reported that Micron, in
the Memorandum of Understanding, has demanded as a precondition
for the deal that 85 percent of Hynix's memory operations
employees pledge not to quit their jobs in the wake of any
acquisition by Micron.
The local press also reported that Micron has demanded creditors
write off a certain amount of debt owed by Hynix's non-memory
operations if the acquisition goes ahead.
HYNIX SEMICON: FKTU to Protest Micron Deal
------------------------------------------
The Federation of Korean Trade Unions (FKTU), the largest
umbrella labor group in South Korea, will go on a nationwide
general strike to support the protest of Hynix Semiconductor
Inc.'s union against the chipmaker's planned sale of its key
assets to Micron Technology.
FKTU spokesman Lee Sang-yeon told Dow Jones Newswires Wednesday
they would do everything to stop Hynix's board of directors and
creditors in approving the sale plan.
Hynix's labor union members will next week launch a walkout if
Hynix's creditors and board of directors approved the sale.
Hynix's union also plans to stage public protests Friday in the
southern cities of Kumi and Chongju, as well as Icheon.
HYNIX SEMICON: Minor Shareholders Oppose MoU
--------------------------------------------
Minority shareholders of Hynix Semiconductor have waged a strong
protest against the signing of a non-binding agreement on the
sales of the bulk of the chipmaker's assets to U.S. rival Micron
Technology, charging that the sale price is dog cheap.
According to a Digital Chosun report, the shareholders will hold
a meeting and protest rally to fight the sale by forming an
alliance with 370,000 minor shareholders and 2,500 suppliers and
subcontractors.
The Hynix union also claimed that it would not approve the
memorandum of understanding (MoU), as it was dictated by the
government's political and financial ideology, ignoring growing
market predictions that Hynix could survive on its own.
Sources said that the MoU does not guarantee that Micron will
retain Hynix workers.
HYUNDAI MOTOR: Refuses to Comment on Profit Report
--------------------------------------------------
Hyundai Motor Co., South Korea's largest automaker, declined to
comment on a local report that its first quarter net income rose
more than 30 percent to a record, Bloomberg reported yesterday.
The JoongAng Ilbo newspaper earlier said that Hyundai Motor's
first-quarter net income exceeded 360 billion won ($276 million)
on sales of 5.7 trillion won, helped by auto demand and a 200
billion won gain from the weak Korean won against the U.S.
dollar.
Hyundai Motor spokesman Park Sang Woo said that the Company's
first-quarter earnings would be announced in the first week of
May.
As of December 2001, Hyundai Motor's current assets stood at
US$3.72 billion against current liabilities of US$45.7 billion.
HYUNDAI OIL: May Refinery Cut Likely Due to Poor Margins
--------------------------------------------------------
South Korea's Hyundai Oilbank Co., formerly known as Hyundai Oil
Refining Co., plans to cut its May refinery run to 59 percent to
61 percent of its maximum capacity from a little over 64 percent
in April due to poor margins, Dow Jones Newswires reports.
The move is in line with the company's business strategy to
continue lowering its refinery run throughout this year.
After running its 390,000-barrel-a-day refinery at slightly over
250,000 b/d in April, Hyundai Oilbank decided to run its
refinery between 230,000 b/d and 240,000 b/d in May.
Previously, the Company planned to run its refinery at 60
percent, or 234,000 b/d, of maximum capacity by the end of the
year, due to declining export margins.
Hyundai Oil's president Chung Mong-hyuck earlier resigned to
take the blow for huge losses in recent years. The Company had a
combined W500 billion ($384 million) of net losses in the last
two years.
KOREA DEPOSIT: Facing Default in June
-------------------------------------
The Korea Deposit Insurance Corp. (KDIC), Korea's financial
restructuring vehicle, is facing a default because it may not be
able to repay its maturing bonds in June, reports the Korea
Herald.
The insurance corporation submitted last November a bill to the
National Assembly to issue more government-backed bonds to repay
its maturing bonds worth W4.5 trillion (US$3.45 billion) this
year.
The Grand National Party (GNP) has refused to approve the bill
because KDIC has no ability to repay any future bonds, insisting
for a repayment of the maturing bonds by retrieving the public
funds poured into ailing financial institutions.
The state insurance corporation ran out of money at the end of
March when it used up its cash reserves to pay out W474.8
billion (US$364.85 million) of government-guaranteed bonds that
matured March 28. It must also repay W366 billion (US$281.24
million) of maturing bonds at the end of June and September and
W3.294 trillion (US$2.53 billion) at the end of December.
Jung Kwang-sup, chief of the fund management department at the
KDIC, said that the insurance corporation would go bankrupt if
the bill is not approved by the end of June.
===============
M A L A Y S I A
===============
BESCORP INDUSTRIES: Proposes Articles Of Association Amendments
---------------------------------------------------------------
Bescorp Industries Berhad announced that it proposes to amend
its existing Memorandum and Articles of Association in order to
comply with the revamped Listing Requirements of the Kuala
Lumpur Stock Exchange and also to be in line with the various
amendments made to the Companies Act 1965, the Securities
Industry (Central Depository) Act 1991 and the Rules of the
Malaysian Central Depository Sdn. Bhd. in 1998.
The Proposed Amendments are subject to the approval of the
shareholders of the Company at the 2002 Annual General Meeting
to be convened on 25 June 2002.
The Proposed Amendments will be dispatched to the shareholders
of the Company together with the Company's 2002 Annual Report.
EMICO HOLDINGS: SC OKs Proposed Debt Workout Scheme
---------------------------------------------------
On behalf of the Board of Directors of Emico Holdings Berhad,
Affin Merchant Bank Berhad, in regard to the Proposals,
announced that the Securities Commission had, on 22 April 2002
approved following in relation to the Proposed Debt
Restructuring Scheme:
(i) the waiver from the rating requirement on the Redeemable
Secured Loan Stocks (RSLS); and
(ii) the waiver from the minimum denomination requirement for
the RSLS and Irredeemable Convertible Secured Loan Stock.
The aforesaid are conditional on, inter-alia, the following
conditions:
(i) the RSLS to be issued by Emico are non-tradable and non-
transferable and can only be held by the Scheme Lenders, namely:
a) Affin Bank Berhad;
b) Alliance Bank Berhad;
c) Arab-Malaysian Bank Berhad;
d) Arab-Malaysian Merchant Bank Berhad;
e) Aseambankers Malaysia Berhad;
f) Bank Pembangunan dan Infrastruktur Malaysia Berhad;
g) Bumiputera-Commerce Bank Berhad;;
h) Danaharta Urus Sdn Bhd;
i) Hong Leong Bank Berhad;
j) Malayan Banking Berhad; and
k) OCBC Bank (Malaysia) Berhad.
(ii) the holders of the RSLS, i.e the aforesaid Scheme
Lenders, do not require the rating on the RSLS.
The Proposals are:
- Proposed Debt Restructuring Scheme
- Proposed Two-Call Rights Issue
- Proposed Employee Share Option Scheme
- Proposed Increase in Authorized Share Capital
GEAHIN ENGINEERING: Negotiation Period Extended
-----------------------------------------------
On behalf of Geahin Engineering Berhad, Public Merchant Bank
Berhad, announced that the relevant parties to the Agreement had
on 20 April 2002 agreed to extend the Negotiation Period for a
further three (3) months, expiring on 22 July 2002.
On 25 January 2002, PMBB had on behalf of the Company announced
that GEB had on 23 January 2002 entered into a restructuring
agreement with Mayford Garments Sdn Bhd and M.K.K Industries Sdn
Bhd to undertake a proposed restructuring scheme (herein
referred to as the Agreement).
Pursuant to the Agreement, GEB has up to a period of three (3)
months following the execution of Agreement or such other longer
period as may be mutually agreed, for GEB and/or its agents to
actively negotiate with the creditors with a view to reaching an
agreement with some or all the creditors as to the settlement
and restructuring of the debts owed to them within the
parameters set out in the Agreement, which expired on 22 April
2002.
GLOBAL CARRIERS: Proposed Revised Scheme Approved
-------------------------------------------------
The Board of Directors of Global Carriers Berhad, in reference
the Explanatory Statement, which was dispatched to the scheme
creditors on 27 March 2002, in respect of the Proposed Composite
Scheme, the Proposed BSNC Leasing (M) Sdn Bhd Settlement Scheme
and the Proposed Non-Financial Creditors Settlement Scheme
(Proposed Revised Schemes), advised that all except 2 separate
schemes stated therein had obtained the approvals of their
respective creditors during the creditors' meetings held on 18
April 2002.
The scheme of arrangement involving Marina Shipping (M) Sdn Bhd
and its secured creditors has been adjourned to 10 May 2002.
Meanwhile, the scheme of arrangement involving Global Carriers
Property Sdn Bhd and its secured creditor has been adjourned to
a date to be advised and agreed upon at a later date.
KIARA EMAS: High Court Grants Six-Month Restraining Order
---------------------------------------------------------
On behalf of Kiara Emas Asia Industries Berhad, Arab-Malaysian
Merchant Bank Berhad informed that the High Court of Malaya at
Seremban had, on 22 April 2002, granted an application for a
Restraining Order pursuant to Section 176 of the Companies Act,
1965, to the Company and its subsidiary companies namely, Hup
Lee Coachbuilders Sdn. Bhd. and Hup Lee Coachbuilders Holdings
Sdn. Bhd. The Restraining Order is valid for six (6) months
effective from 22 April 2002 and is to facilitate the Company's
restructuring scheme.
Kiara Emas is currently in the process of finalizing its
negotiations with its creditors prior to making applications to
the relevant authorities for its restructuring scheme.
LEADER UNIVERSAL: Euro-Convertible Bonds Amendments Approved
------------------------------------------------------------
On behalf of the Board of Directors of Leader Universal Holdings
Berhad (LEADER), Malaysian International Merchant Bankers Berhad
announced that the amendments to the terms of the Euro-
Convertible Bonds as proposed by LEADER was duly approved by the
Securities Commission via its letter dated 18 April 2002.
The amendments include an extension of maturity to 2007 (no
haircut) and an upward adjustment of coupon. Holders of bonds
can also choose to accept a buy-back program or a repayment
schedule.
According to DebtTraders, LEADER's 2.750% convertible bond due
on 2004 (LUH04MYN1) trades between 85 and 95. Go to
http://www.debttraders.com/price.cfm?dt_sec_ticker=LUH04MYN1
for real-time bond pricing.
NORTH BORNEO: Proposes Rescue/Restructuring Scheme
--------------------------------------------------
For and on behalf of the Board of Directors of The North Borneo
Corporation Berhad, Malaysian International Merchant Bankers
Berhad announced that NBC has entered into a conditional
corporate restructuring agreement dated 23 April 2002 with
Agenda Warta Bhd (formerly known as Agenda Warta Sdn Bhd) and
the Vendors to undertake a proposed rescue-restructuring scheme
which comprises the following:
(a) Proposed Acquisitions
(i) Proposed Various Acquisitions - Comprising collectively
the proposed acquisitions of equity interests in the following
companies (collectively referred to as the "Acquiree Companies")
by AWB (which would function as the holding company of the
Acquiree Companies and The North Borneo Timbers Corporation Sdn
Bhd, an existing wholly-owned subsidiary of NBC, and would
assume the listing status of NBC):
* Proposed SP Acquisition - the entire issued and paid-
up share capital of Seatex Plantations Sdn Bhd comprising
37,768,087 ordinary shares of RM1.00 each for a purchase
consideration of RM87,504,000 to be wholly satisfied by issues
of 47,504,000 new shares and 40,000,000 new redeemable
convertible preference shares of RM0.01 each (RCPS) in AWB at
issue prices of RM1.00 per share and RM1.00 per RCPS
respectively.
* Proposed RH Acquisition - the entire issued and paid-
up share capital of Rasa Hasil Sdn Bhd comprising 250,000 shares
for a purchase consideration of RM102,000 to be wholly satisfied
by an issue of 102,000 new shares in AWB at an issue price of
RM1.00 per share.
* Proposed TP Acquisition - the entire issued and paid-
up share capital of Terus Pelangi Sdn Bhd comprising 2 shares
for a purchase consideration of RM25,422,000 to be wholly
satisfied by an issue of 25,422,000 new shares in AWB at an
issue price of RM1.00 per share.
* Proposed MB Acquisition - the entire issued and paid-
up share capital of Maserat Baru Sdn Bhd comprising 100,000
shares for a purchase consideration of RM6,822,000 to be wholly
satisfied by an issue of 6,822,000 new shares in AWB at an issue
price of RM1.00 per share.
* Proposed MK Acquisition - the entire issued and paid-
up share capital of Mengkibol Kemajuan Sdn Bhd comprising
3,240,000 shares for a purchase consideration of RM1.00 to be
wholly satisfied by a cash consideration of RM1.00.
* Proposed SV Acquisition - the entire issued and paid-
up share capital of Success Villa Sdn Bhd comprising 2,250,000
shares for a purchase consideration of RM15,890,000 to be wholly
satisfied by an issue of 15,890,000 new shares in AWB at an
issue price of RM1.00 per share.
(ii) Proposed NBT Acquisition - Proposed acquisition by AWB
of the entire issued and paid-up share capital of NBT, an
existing wholly-owned subsidiary of NBC, comprising 100,000
shares for a purchase consideration of RM3,000,000 to be wholly
satisfied by an issue of 3,000,000 new shares in AWB at an issue
price of RM1.00 per share.
As a result of the Proposed Various Acquisitions, the vendors of
the Acquiree Companies, namely, Yoke Hoh Sdn Bhd, Dato' Looh Keo
@ Looh Lim Teng, Leong Sze Eam, Looh Chai Boon, Chin Yew Lian
and Liong Men Long (collectively referred to as the "Promoters"
or "Vendors"), who are deemed acting in concert, shall be
obliged under Part II of the Malaysian Code on Take-Overs and
Mergers, 1998, to extend a mandatory offer to acquire the
remaining shares in AWB not already held by them collectively
upon completion of the Proposed Various Acquisitions. The
Promoters would be seeking an exemption from the Securities
Commission from the obligation to undertake the mandatory offer
pursuant to Practice Note 2.9.3 (relating to rescue operations)
of the Code ("Proposed Exemption").
(b) Proposed Share Exchange - Proposed scheme of arrangement
under Section 176 of the Companies Act, 1965 between NBC, all
its existing shareholders and YH (a major Vendor), whereby all
the existing shareholders of the Company will exchange all of
their shares in NBC for new shares in AWB on the basis of one
(1) new AWB share (to be given by YH) for every twenty (20)
existing NBC shares held. Based on the existing issued and paid-
up share capital of NBC of 66,124,000 shares, YH shall exchange
3,306,200 AWB shares for the 66,124,000 NBC shares held by the
existing shareholders of NBC pursuant to the Proposed Share
Exchange.
(c) Proposed Debt Restructuring - Proposed
settlement/restructuring of total debts owing by NBC group to
its creditors (Debts).
(d) Proposed Placement/Transfer - The proposed
placement/transfer by certain Vendors of AWB shares (as part of
the shares in AWB to be received by the Vendors pursuant to the
Proposed Acquisitions) to enable AWB to comply with the public
shareholding requirements of the SC and KLSE.
(e) Proposed Transfer of Listing - The proposed de-listing of
NBC from the Official List of the Main Board of the KLSE, and in
its place, the listing of and quotation for the entire issued
and paid-up ordinary share capital of AWB on the KLSE Main
Board.
All the above proposals are inter-conditional, in that all the
proposals will become unconditional simultaneously upon
fulfillment of all conditions precedent to each of the
proposals. However, the implementation of such proposals may be
sequential, rather than concurrent. For the avoidance of doubt,
nothing in the CRA and the SPAs shall prejudice the rights of
AWB or NBC to terminate any of the Proposed Acquisitions under
the relevant SPAs, and the termination of any one of the
Proposed Acquisitions shall not affect the remaining proposals
under the Proposals.
Barring unforeseen circumstances or circumstances arising beyond
the control of NBC, the Directors of NBC expect the Proposals to
be completed in the first half of 2003.
PERAK CORPORATION: Enters Proposed Disposal SPA with AIMB
---------------------------------------------------------
Perak Corporation Berhad earlier announced that the Company had
entered into a Heads of Agreement with Audrey International (M)
Bhd for the proposed disposal of the entire interest in the
issued and paid up capital of its wholly owned subsidiary,
Anakku Holdings Sdn Bhd (the Proposed Disposal) for a total
consideration of RM50 million.
Further to the above, the Company announced that on 22 April
2002, PCB has entered into a Sale and Purchase Agreement with
AIMB in respect of the Proposed Disposal. Upon the completion of
the Proposed Disposal, AHSB together with its subsidiaries
(collectively referred as "AHSB Group") shall cease to be the
subsidiaries of PCB and AIMB shall be an associated company of
PCB.
BACKGROUND INFORMATION
Anakku Holdings Sdn Bhd, bearing Company No. 443156-W, is a
company incorporated in Malaysia and has an authorized share
capital of RM25,000,000 divided into 25,000,000 ordinary shares
of RM1.00 each of which 11,352,326 ordinary shares have been
issued and are fully paid up.
The principal activity of AHSB is investment holding. AHSB has
five wholly owned subsidiaries, namely Anakku Baby Products Sdn
Bhd, Anakku LSR Baby Products Sdn Bhd, Weltex Knitwear
Industries Sdn Bhd, Generasi Arif (M) Sdn Bhd, and Anakku Baby
Connection Sdn Bhd. These subsidiaries are involved in the
manufacturing and trading of children's wear and related
products.
AIMB, bearing Company No. 163155-W, is a company incorporated in
Malaysia and listed on the Second Board of the Kuala Lumpur
Stock Exchange. The principal activities of AIMB are the
marketing and trading of ladies' undergarments and leisure wear.
The subsidiaries of AIMB are principally engaged in the
manufacturing of ladies' undergarments and leisure wear, and
investment holdings.
DETAILS OF THE PROPOSED DISPOSAL
The consideration for the Proposed Disposal is arrived at on a
willing buyer-willing seller basis.
The Proposed Disposal shall be free from all liens, pledges,
charges and other encumbrances whatsoever and with all rights
attaching thereto including without limitation, all bonuses,
rights, dividends and other distributions declared, paid or made
thereof for the consideration as agreed between the two parties.
The total consideration of RM50 million for the Proposed
Disposal shall be satisfied by way of a cash payment of RM30
million and the balance of RM20 million by the way of the issue
11,666,667 of new ordinary shares of RM1.00 each of AIMB (AIMB
Shares) at an issue price of approximately RM1.72 per share,
which will be subject to the approval of the Securities
Commission. The AIMB Shares to be issued to settle the share
portion of the consideration shall not be less than 20% or
exceed 25% of the enlarged ordinary share capital of AIMB on the
date of completion of the Proposed Disposal.
3.4 The cash payment of RM50 million shall be made in the
following manner:
* a sum of RM500,000, which has been paid to PCB's solicitors
on the date of execution of the Heads of Agreement;
* a sum of RM4,500,000 to PCB's solicitors towards balance of
the deposit and part payment for the purchase consideration on
the date of execution of the SPA; and
* the balance of RM25 million shall be paid on the completion
date of the SPA.
In respect to the AIMB shares, in the event the SC stipulates an
issue price which is more or less than the issue price, the two
parties shall negotiate the terms of the SPA and in the event
the two parties failed to agree on the new terms of the SPA,
then either party shall be entitled to terminate the SPA, and
thereafter the SPA shall terminate and be null and void.
By a sale and purchase agreement dated 13 June 2001 (Anakku LSR
Agreement) entered into between Anakku LSR Baby Pruducts Sdn Bhd
and JM Permata Sdn Bhd, Anakku LSR has sold the entire issued
and paid up capital of Consobiz Ventures Sdn Bhd, which was a
subsidiary of Anakku LSR to JM. Anakku LSR has executed
Corporate Guarantees to the financial institutions/corporations
as security for the facilities granted to Consobiz. As at the
date of this SPA, the Consobiz's Corporate Guarantees have not
been discharged by JM.
In addition to the above, PCB has executed Corporate Guarantees
to the financial institutions as security for the facilities
granted to AHSB's subsidiaries. AIMB has undertook to discharge
the PCB's Corporate Guarantees within 3 months from the date of
completion of the Proposed Disposal;
An existing Call Option Agreement dated 8 January 1997 between
Mr Jimmy Ng Ah Yee (the Grantee), Chief Executive Officer of
AHSB Group and PCB (formerly known as Anakku Corporation Berhad)
provides the Grantee with an option to purchase 49% of the
equity interest in AHSB from PCB. The Call Option expires on 31
December 2002. PCB and the Grantee are in discussions on terms
and conditions for the mutual termination of the Call Option.
The completion of the Proposed Disposal shall take place within
30 days after the fulfillment of the last of the conditions
precedent as stated under Section 6 below (Completion Date).
UTILISATION OF CASH PROCEEDS
PCB will utilize the total cash proceeds from the Proposed
Disposal for part repayment of bank borrowings, defraying
expenses and the balance for working capital requirements.
RATIONALE OF THE PROPOSED DISPOSAL
PCB as a Group is placing greater emphasis on the core
businesses of infrastructure related services, township
development and services, hospitality related services and
management services. The Proposed Disposal will reduce its
involvement in the manufacturing and trading of consumer
products in order to focus on its core businesses. In addition,
the Proposed Disposal shall provide cashflow for the core
businesses and enable equity accounting of the profits of the
enlarged group of AIMB to be achieved by the PCB Group.
APPROVALS REQUIRED
The Proposed Disposal is subject to the approvals being obtained
from and/or completion of the following:
(a) the discharge of the Consobiz's Corporate Guarantees;
(b) the Grantee to terminate the Call Option Agreement within
14 days from the Completion Date;
(c) the shareholders of PCB at an extraordinary general
meeting to be convened for the Proposed Disposal; and
(d) any relevant authorities.
In addition, the completion of the Proposed Disposal is subject
to the approvals being obtained by AIMB of the following:
(a) the Foreign Investment Committee for the Proposed
Disposal;
(b) the Ministry of International Trade and Industry for the
Proposed Disposal;
(c) the SC for the Proposed Disposal and the issuance of the
AIMB Shares to PCB and the listing and quotation of the AIMB
Shares;
(d) the Kuala Lumpur Stock Exchange for the listing and
quotation of the AIMB Shares;
(e) the shareholders of AIMB at an extraordinary general
meeting to be convened for the Proposed Disposal; and
(f) any other relevant authorities.
FINANCIAL EFFECTS OF THE DISPOSAL
Share Capital and Substantial Shareholders
The Proposed Disposal will not have any effect on the issued and
paid-up share capital and shareholdings of the substantial
shareholders of PCB.
Earnings
The Proposed Disposal will not have any material impact on the
earnings of the PCB Group for the financial year ending 31
December 2002.
Net Tangible Assets (NTA)
The Proposed Disposal will not have any material effect on the
NTA of PCB Group.
Profit on Disposal
The Proposed Disposal will result in an estimated profit of
RM1.14 million to the PCB Group.
DIRECTORS' AND SUBSTANTIAL SHAREHOLDERS' INTEREST
None of the directors and/or substantial shareholders of the
Company and persons connected to them have any direct and
indirect interest in the Proposed Disposal.
DIRECTORS' STATEMENTS
After careful consideration, the Directors of the Company are of
the opinion that the Proposed Disposal is in the best interests
of the Company and the Group.
APPLICATION TO THE AUTHORITIES, CIRCULAR TO SHAREHOLDERS AND
NOTICE OF EGM
Application to the relevant authorities for the Proposed
Disposal, if required, will be submitted within 3 months from
the date of this announcement.
A circular setting out further details of the Proposed Disposal
and the Notice of EGM will be dispatched to the shareholders of
PCB in due course.
ESTIMATED TIME FRAME FOR COMPLETION
Barring any unforeseen circumstances and subject to all the
required approvals, the Proposed Disposal is expected to be
completed by the end of the financial year ending 31 December
2002.
DOCUMENTS FOR INSPECTION
The SPA will be available for inspection at the registered
office of PCB at Wisma Wan Mohamed, Jalan Panglima Bukit Gantang
Wahad, 30000 Ipoh, Perak Darul Ridzuan during normal business
hours on any week day (except public holidays) from the date
hereof until the date of the EGM.
PICA (M) CORPORATION: Posts Material Litigation Add'l Info
----------------------------------------------------------
The Board of Directors of Pica (M) Corporation Berhad, in reply
to the query letter by KLSE reference ID: FM-020419-40464,
disclosed additional information:
(1) The date of both of the Writ Summons is 14.3.2002;
(2) The Revolving Credit Facility was allegedly to be first
granted pursuant to a letter of offer dated 26.9.1995 and the
Plaintiff claimed that the facility already expired on 30 March
2001. The Overdraft facility was claimed to be granted pursuant
to a letter of offer dated 9 August 1996 and the Plaintiff
claimed that the facility had expired on 31 March 2002;
(3) If the Plaintiff wins both of the cases, the group may be
ordered to pay a total sum of RM11 million plus interest at 3.5
percent above the Bank's base lending rate representing slightly
more than 9% of the group's Net tangible asset;
(4) In the event, the Court rule in favor of the Plaintiff,
the expected losses would be the amount claimed by the Plaintiff
in the writs (approximately RM11 million plus interest) and cost
of the proceeding.
RAHMAN HYDRAULIC: KLSE Rejects Further Time Extension Request
-------------------------------------------------------------
The Special Administrators of Rahman Hydraulic Tin Berhad
(Special Administrators Appointed) announced that the Kuala
Lumpur Stock Exchange has rejected the Company's further request
to the Exchange to re-consider the application for an extension
of time from 1 March 2002 to 30 June 2002 to comply with
Paragraph 5.1(a) of PN4.
Notwithstanding the above, the Company is under obligation to
regularize its financial condition in accordance with the
requirements of Paragraph 8.14 of the Listing Requirements and
PN4 by 31 December 2002.
REPCO HOLDINGS: Discloses Proposed Scheme of Arrangement
--------------------------------------------------------
Commerce International Merchant Bankers Berhad, on behalf of
Repco Holdings Berhad (Special Administrators Appointed
announced the Proposed Scheme of Arrangement.
The "Affected Companies" comprise RHB together with seven (7) of
its subsidiaries in which the Special Administrators have been
appointed, namely ECSB, EVSB, Repco (Malaysia) Sendirian Berhad,
Hajat Semarak (M) Sdn. Bhd., Teluk Jadi Sdn. Bhd., Even Horizon
Sdn. Bhd. and Repco Timber Sdn. Bhd.
The Proposed Scheme of Arrangement, which forms an integral part
of the workout proposal prepared by the Special Administrators
pursuant to Section 44 of the Pengurusan Danaharta Nasional
Berhad Act, 1998 (as amended by Pengurusan Danaharta Nasional
Berhad (Workout Proposal) encompasses the following:
(i) The Proposed Acquisition of Strategic Assets;
The proposed acquisition of the strategic assets (as defined
herein) by Etika Alliance Berhad, a newly incorporated company,
from the vendors for a total consideration of rm98,000,000 to be
settled by way of EAB issuing 98,000,000 new ordinary shares of
rm1.00 each in EAB credited as fully paid-up at an issue price
of rm1.00 per eab share.
(ii) The Proposed Special Issue;
The Proposed Special Issue of 31,574,600 New EAB Shares at
an issue price of Rm1.00 per EAB Share by EAB to investors to be
identified on a best effort basis by a placement agent to be
appointed later.
(iii) The Proposed Capitalization and Assumption of Claims
and Liabilities;
The Proposed Capitalization of Rm390,555,013 secured debts
due to Pengurusan Danaharta Nasional Berhad in Everise Capital
Sdn. Bhd., a wholly-owned subsidiary of RHB, to 37,500,000 zero
dividend redeemable convertible preference shares of rm1.00 each
in ECSB credited as fully paid-up (ECSB RCPS) at an issue price
of Rm1.00 per ECSB RCPS and 353,055,013 ordinary shares of
Rm1.00 each in ECSB credited as fully paid-up at an issue price
of Rm1.00 per ECSB share and the assumption of all claims and
liabilities of the affected companies, except for liabilities in
RHB and Everise Ventures Sdn. Bhd., a 75%-owned subsidiary of
ECSB, by RHB.
(iv) The Proposed Acquisition of RHB Subsidiaries;
The Proposed Acquisition by EAB of the equity interest in
the subsidiaries of RHB from RHB and Danaharta for a total
consideration of Rm51,425,400 to be settled by way of a
combination of cash payment of Rm10,000,000 plus the issuance of
40,000,000 zero dividend non-redeemable convertible preference
shares of Rm1.00 each in EAB credited as fully paid-up at an
issue price of rm1.00 per EAB CPS and 1,425,400 new EAB shares
at an issue price of rm1.00 per EAB share to the special
administrators for distribution in accordance with the workout
proposal.
(v) The Proposed Capital Reconstruction;
The Proposed Reduction of the issued and paid-up share
capital of RHB from Rm14,254,002 comprising 14,254,002 ordinary
shares of rm1.00 each in RHB (RHB Share) to Rm712,700 comprising
14,254,002 ordinary shares of Rm0.05 each, by canceling Rm0.95
from every existing RHB Share and the proposed consolidation of
twenty (20) resultant ordinary shares of Rm0.05 each in RHB into
one (1) new RHB share, and thereafter, the proposed distribution
of 712,700 EAB Shares that are to be issued pursuant to the
proposed acquisition of RHB subsidiaries to the special
administrators for subsequent allocation to the shareholders of
rhb on the basis of one (1) EAB Share for every one (1) RHB
share held after the Proposed Reduction and Proposed
Consolidation above.
(vi) The Proposed Transfer of Listing Status;
The Proposed Transfer of Listing Status of RHB to EAB.
(vii) The Proposed Transfer to Main Board; and
The Proposed Transfer of EAB from the Second Board to the
Main Board of the Kuala Lumpur Stock Exchange.
(viii) The Proposed Offer for Sale.
The Proposed Offer for Sale of 712,700 Offer Shares by
Danaharta at an Offer Price of Rm1.00 Per Offer Share to
Investors to be Identified on a Best Effort Basis by a Placement
Agent to be appointed later.
Danaharta and the secured creditors of the relevant Affected
Companies had approved the Workout Proposal on 5 April 2002 and
16 April 2002 respectively.
SRIWANI HOLDINGS: Enters Proposed Acquisitions MOU
--------------------------------------------------
On behalf of the Board of Directors of Sriwani Holdings Berhad,
Commerce International Merchant Bankers Berhad announced that
SHB has on 23 April 2002 entered into a Memorandum of
Understanding (MOU) for the Proposed Acquisitions as follows:
(i) The proposed acquisition by SHB and/or its subsidiaries
of 5,500,000 ordinary shares of RM1.00 each in WPSB (WPSB
Shares) representing the entire issued and paid-up capital of
WPSB from Stuart Saw Teik Siew, Yeoh San Hai and Saw Eng Huat
Properties Sdn Bhd (WPSB Vendors); and
(ii) The proposed acquisition by SHB and/or its subsidiaries
of 500,000 ordinary shares of RM1.00 each in SESB (SESB Shares)
representing the entire issued and paid-up capital of SESB from
Quah Poh Soon and Yeoh San Hai (SESB Vendors).
SHB and certain of its subsidiaries are currently in the process
of finalizing their debt restructuring plan (Proposed Debt
Restructuring Scheme) under the purview of the Corporate Debt
Restructuring Committee. The Proposed Acquisitions shall be
conditional upon the successful implementation of the Proposed
Debt Restructuring Scheme.
DETAILS OF THE PROPOSED ACQUISITIONS
Pursuant to the MOU, SHB shall commence negotiations with the
WPSB Vendors and the SESB Vendors with the view for the
respective parties to finalize the terms and conditions of the
Proposed WPSB Acquisition and Proposed SESB Acquisition.
The MOU provides that SHB, the WPSB Vendors and the SESB Vendors
shall conduct their negotiations within a period of three (3)
months from the date of the MOU or the parties to the MOU
(Negotiation Period) may agree upon such longer period as. The
Proposed WPSB Acquisition and Proposed SESB Acquisition are not
inter-conditional. During the Negotiation Period, other than for
the Proposed Debt Restructuring Scheme to be undertaken and
unless otherwise agreed upon in writing by the parties to the
MOU, SHB shall not undertake any other arrangements or
transactions which could result in a change in the current
controlling shareholders of SHB.
PROPOSED WPSB ACQUISITION
The Proposed WPSB Acquisition shall involve the proposed
acquisition by SHB and/or its subsidiaries of the entire equity
interest in WPSB for an indicative purchase consideration of
RM9,000,000 to be satisfied by the issuance of 7,500,000
ordinary shares of RM1.00 each in SHB (SHB Shares) at the
indicative issue price of RM1.20 per SHB Share upon completion
of the Proposed Debt Restructuring Scheme, subject to further
adjustment and upon other terms to be agreed upon between SHB
and the WPSB Vendors in a conditional sale and purchase
agreement (SPA) to be entered into at a later date, if any.
WPSB was incorporated in Malaysia under the Companies Act, 1965
on 31 March 2000 as a private limited company. As at 31 March
2002, the authorized share capital of WPSB is RM25,000,000
comprising 25,000,000 ordinary shares of RM1.00 each, of which
RM5,500,000 comprising 5,500,000 ordinary shares of RM1.00 each
have been issued and fully paid-up. It is principally involved
in the wholesaling of non-dutiable goods and duty-free
merchandise with exclusive rights on "Seagram" products.
During the Negotiation Period, the WPSB Vendors shall and to
also procure WPSB, not to negotiate or initiate or take any step
with a view to negotiate with any third party for the purpose of
selling, transferring, assigning or otherwise disposing of all
or any of the WPSB Vendors' equity interest or any other
interest therein in WPSB save with the prior written consent of
SHB.
Further details on the Proposed WPSB Acquisition and WPSB will
be announced accordingly after the SPA for the Proposed WPSB
Acquisition has been executed.
PROPOSED SESB ACQUISITION
The Proposed SESB Acquisition shall involve the proposed
acquisition by SHB and/or its subsidiaries of the entire equity
interest in SESB for an indicative purchase consideration of
RM17,000,000 to be satisfied by the issuance of 14,166,667 SHB
Shares at the indicative issue price of RM1.20 per SHB Share
upon completion of the Proposed Debt Restructuring Scheme,
subject to further adjustment and upon other terms to be agreed
upon between SHB and the SESB Vendors in a conditional SPA to be
entered into at a later date, if any.
SESB was incorporated in Malaysia under the Companies Act, 1965
on 21 August 2000 as a private limited company. As at 31 March
2002, the authorized and issued and fully paid-up share capital
of SESB is RM500,000 comprising 500,000 ordinary shares of
RM1.00 each. It is principally involved in the retailing of
duty-free merchandise and is a departmental store operator in
Johor Bahru Duty Free Complex.
During the Negotiation Period, the SESB Vendors shall also
procure SESB, not to negotiate or initiate or take any step with
a view to negotiate with any third party for the purpose of
selling, transferring, assigning or otherwise disposing of all
or any of the SESB Vendors' equity interest or any other
interest therein in SESB save with the prior written consent of
SHB.
Further details on the Proposed SESB Acquisition and SESB will
be announced accordingly after the SPA for the Proposed SESB
Acquisition has been executed.
RATIONALE FOR THE PROPOSED ACQUISITIONS
The Proposed Acquisitions are expected to be in line with SHB's
plan to enhance its future earnings and to strengthen its
financial position pursuant to the Proposed Debt Restructuring
Scheme. SHB and its subsidiaries (SHB Group) are principally
involved in, amongst others, wholesaling, distribution and
retailing of duty-free and non-dutiable merchandise. The
Proposed Acquisitions are expected to enhance the SHB Group's
existing core business of duty-free related businesses and is
expected to provide synergistic benefits.
FINANCIAL EFFECTS OF THE PROPOSED ACQUISITIONS
The effects of the Proposed Acquisitions will be announced after
the terms and conditions of the Proposed Acquisitions have been
finalized and a definitive SPA has been entered into for the
Proposed Acquisitions.
DIRECTORS' AND MAJOR SHAREHOLDERS' INTERESTS
None of the Directors or major shareholders of SHB or persons
connected to the Directors or major shareholders of SHB have any
interest direct or indirect, in the Proposed Acquisitions.
UNIPHOENIX CORPORATION: Court Grants Three-Month RO Extension
-------------------------------------------------------------
On behalf of the Board of Directors of Uniphoenix Corporation
Berhad, Southern Investment Bank Berhad announced that the Court
on 22 April 2002 granted an order for the extension of the
restraining order for a further three (3) months from 17 April
2002 to 16 July 2002.
Reference is made to the announcements on 18 July 2001, 23
October 2001, 16 January 2002 and 16 April 2002 in relation to
the granting of a restraining order by the High Court of Malaya
(Court) on 17 July 2001, to restrain all further proceedings in
any action or proceeding whatsoever and howsoever against UCB,
which had expired on 16 April 2002.
=====================
P H I L I P P I N E S
=====================
NATIONAL POWER: May Allow IPPs to Assume Fuel Buy Risk
------------------------------------------------------
The National Power Corp. (Napocor) is open to proposals allowing
independent power producers (IPPs) to assume fuel procurement
risks for their respective plants in a move to improve the
financial state of the ailing state-owned utility.
According to a report Business World, Private Sector Assets and
Liabilities Management Corp. (PSALM) is pursuing prospects of
allowing IPPs to assume control over the sourcing, handling and
storage of fuel required to run their plants, the cost of which
is currently being shouldered by Napocor.
"In principle, we are amenable to allowing (IPPs) to assume the
risks of power procurement for their plants depending on the
terms... (We are amenable) as long as the costs passed on to us
are not excessive or are not restricted by existing laws,"
PSALM president Edgardo M. del Fonso said.
The assumption by the IPPs is seen to unburden Napocor of the
costs associated with fuel procurement, including price
volatility, transportation and storage of fuel.
An industry source said the country's largest IPP, Mirant
Philippines Corp., is one of those holding talks with Napocor.
The government is selling Napocor's assets to reduce power costs
and cut the Company's debt. In January and February, the power
company sold $750 million in bonds to help repay $1 billion of
debt due this year. It forecasts a 34 billion peso ($667
million) loss this year, three times more last year.
PHILIPPINE LONG: Extends Repurchase Period on $329M Notes
---------------------------------------------------------
Philippine Long Distance Telephone Co. (PLDT) is extending the
early repurchase date for its cash tender offer to buy an
outstanding $329 million in its notes due 2003 and 2004.
According to a Dow Jones Newswires report, the
telecommunications giant plans to postpone the date from
Thursday to May 2.
Meanwhile, PLDT is in discussions with potential investors for
the planned sale of a minority equity interest in wholly owned
wireless subsidiary Smart Communications Inc.
SGV & CO: Andersen Affiliate Joins E&Y
--------------------------------------
Arthur Andersen LLP affiliate in the Philippine, SGV & Co., has
signed agreements to merge with rival Ernst & Young
International, Bloomberg reported yesterday, citing SGV Vice
President David Balangue.
Andersen, the accounting firm indicted for its role as auditor
to collapsed US energy trader Enron, has been charged with
obstruction of justice in the U.S. and will go on trial on May
6.
Since being charged in early March, Andersen has lost hundreds
of clients. Its overseas business has broken apart, with
affiliates linking up with competitors.
Ernst & Young said it is taking over Andersen's Malaysian
business. Ernst & Young has also taken over Andersen affiliates
in Australia, New Zealand, Chile, Norway, Argentina, France
Switzerland and Russia.
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S I N G A P O R E
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ASIA PULP: Restructuring Deal Should Reach Conclusion in 2003
-------------------------------------------------------------
Debt-ridden conglomerate Asia Pulp and Paper, the largest pulp
and paper company in Asia outside of Japan, is expected to
conclude restructuring of its massive S$23.5 billion debt early
next year, reports Channel NewsAsia, citing founder Indra
Widjaja.
APP missed its own target of March this year for a restructuring
deal after creditors rejected the group's preliminary proposal
earlier in February.
The Company called a debt moratorium in March 2001 as its
operations tottered under the weight of a liquidity crunch,
falling pulp and paper prices and ratings downgrades.
The New York Stock Exchange delisted APP last July. The
Company's Indonesian subsidiaries, Indah Kiat and Tjiwa Kimia,
were suspended from the Jakarta Stock Exchange for failing to
submit their latest financial statements.
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T H A I L A N D
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COUNTRY (THAILAND): Rehab Plan Approval Hearing Set on May 20
-------------------------------------------------------------
Neo World Consultant Co., Ltd, as the Planner of Country
(Thailand) Public Company Limited, informed that the Company
held a creditors meeting at Young Women's Christian Association,
Bangkok on 5 March 2002 at 9.30 a.m. to consider the Company's
Rehabilitation Plan. There were 210 creditors who attended with
the amount of Bt14,863,405,359.38.
The classification of creditors was divided into 11 groups.
Eight groups of creditors voted and approved the plan by special
resolutions. The total debt of the creditors who approved
the plan at the meeting of all groups of creditors was 98.11
percent of the debt of the creditors who attended the meeting
and voted.
The approval of the Rehabilitation Plan will be considered by
the Central Bankruptcy Court on 20 May 2002 at 9.30 a.m.
ITALIAN-THAI: Finalizes Registration With Ministry of Commerce
--------------------------------------------------------------
The Stock Exchange of Thailand has required Italian-Thai
Development Public Company Limited, which has entered into a
business reorganization plan pursuant to the Bankruptcy Act,
to submit a progress report in accordance with the business
reorganization plan.
In accordance, the Company, through ITD Planner Company Limited,
the Plan Administrator, informed that the Company has finalized
the registration with the Ministry of Commerce and released
these details;
1. The decreased of registered capital from Bt4,305,000,000
to Bt2,500,000,000 was completed on April 18, 2002.
2. The increase of registered capital from Bt2,500,000,000 to
Bt4,230,000,000 and the amendment of the Articles of Association
of the Company which requires the Company to comply with the
Regulation of the Stock Exchange of Thailand in relation to the
entering into a connected transaction between Company or its
subsidiary or the acquisition and disposition of Company assets
its subsidiary has completed on April 19, 2002.
SINO-THAI: Omits 2001 Dividend Payment Distribution
---------------------------------------------------
Sino-Thai Engineering & Construction Public Company Limited,
which convened the Annual General Meeting of Shareholders No.
8/2002 on April 23 at 10:30 to 11:00 am, reported the
resolutions adopted at the meeting, as follows:
1. Approval of the minutes of Annual General Meeting of
Shareholders No. 7/2001 and the minutes of Extraordinary Meeting
of Shareholders No. 1/2002.
2. Approval of the Board of Directors' report on the Company's
Operating Results for the year ending December 31, 2001 and the
Company's Annual Report for 2001.
3. Approval of the Balance Sheet and Profit and Loss Statements
for the fiscal period ended December 31, 2001.
4. Approval of the non-issue of dividend payment for 2001.
5. Reappointment of Mr. Anutin Charnvirakul, Mr. Vallop
Rungkijvorasathien, Mr. Masthawin Charnvirakul and Mr. Waraphant
Chontong as directors of the Company for another term.
6. Appointment of Mr. Narong Puntawong C.P.A. License No. 3315
and/or Mr. Ruth Chaowanagawi C.P.A. License No. 3247 and/or Mr.
Sophon Permsirivallop C.P.A. License No. 3182, all of Ernst &
Young Office Limited as auditors of the Company for 2002 with
the auditor's remuneration of Bt800,000
7. Approval of the Remuneration of Directors and Audit Committee
for 2002 as follows:
1. Board of Directors' Annual Remuneration amounting to not
more than Bt3,000,000/year
2. Board of Directors meeting fee
2.1 For the Chairman amounting to Bt20,000/meeting
2.2 For each Director amounting to Bt10,000 /meeting
3. Audit Committee meeting fee
3.1 For the Chairman amounting to Bt20,000/meeting
3.2 For each Audit Committee amounting to Bt10,000/meeting
8. Approval of the amendment of Clause 4 of the Company's
Memorandum of Association as follows:
Clause 4. The Registered Capital: 1,020,000,000Baht
Divided into: 102,000,000 Shares
Par Value per share: Bt10
Ordinary Share: 98,000,000 Shares
Preferred Share: 4,000,000 Shares
SUPALI PUBLIC: Releases AGM No. 1/2002 Resolutions
--------------------------------------------------
Supalai Public Co., Ltd. informed that The Annual General
Meeting No.1/2002 on the 23 April 2002 at 2.00 p.m. at the
meeting room 2nd floor Supalai Place Sport Club 175 Sukhumvit
39, Klongtonnue Subdistrict, Wattana District, Bangkok. 10110
has resolved:
Agenda 1 To accept the minutes of the Annual General Meeting of
Shareholders No.1/2001
Resolution Unanimously accept the minutes of meeting No.1/2001
Agenda 2 To acknowledge the year 2001 operating results on the
annual reports presented by the Board of Directors
Resolution Unanimously acknowledged the year 2001 operating
results.
Agenda 3 Audit Committee Report
Resolution Unanimously acknowledged the Audit Committee report
Agenda 4 To approve on the Balance Sheet and Income statement
for the year ended December 31, 2001
Resolution Unanimously approved the Balance Sheet and Income
Statement and Statement of Cash Flow.
Agenda 5 To consider on the dividend payment and the
appropriation of net profit for legal reserve
Resolution Unanimously voted no appropriation of net profits
as legal reserve and voted no dividends payment.
Agenda 6 To consider on the number of directors and to elect the
New Directors to replace the retired directors due to
the term
Resolution Unanimously approved the retirement of directors due
to the term as follows:
1. Mrs. Ajchara Tangmatitham
2. Mr. Anant Gatepithaya
3. Dr. Virach Aphimeteetamrong
and unanimously re-elect the 3 directors above to resume the
posts and remain number of Director at 9 persons.
Agenda 7 To consider the directors'and Audit Committee's
remuneration and meeting allowance
Resolution Unanimously voted to pay Directors only meeting
allowance, Bt5,000 each per meeting. While Chairman of Audit
Committee will receive monthly compensation of Bt15,000 and
other 2 numbers of Audit Committee receive Bt10,000.
Agenda 8 To appoint the external auditor and the audit fee for
year 2002
Resolution Unanimously approved to appoint Mr. Pipat
Pusayanonda license No. 56 of Pipat & Associates Company
Limited to be company's auditor for year 2002. Also approved
the audit annual fee for year 2001 at Bt260,000 and quarterly
review at Bt80,000 per quarter, for 3 quarters, altogether
Bt500,000.
Agenda 9 Considering offset Retained loss with legal reserves
and Premium on share capital
Resolution Unanimously approved the offset of Retained loss
with legal reserves amounting to Bt57,377,081.37 and Premium on
share capital amounting to Bt1,278,361,216.20. Consequently,
there will still be Bt13,293,279.18 remained loss balance.
Agenda 10 Others matters(if any)
Resolution No others matters.
The meeting was adjourned at 2.45 p.m.
THAI ENGINE: Seeks Financial Statement Submission Postponement
--------------------------------------------------------------
After the SEC allowed Thai Engine Manufacturing Public Company
Limited to postpone the deadlines of submitting its financial
statements and form 56-1 for the year ended 2001 to 19th April
2002 and 26th April 2002, respectively, the Plan Administrator
is intensively working with the Company in an attempt to solve
any causes of delay. This included the meeting held on 4th April
2002 among the Company, independent auditor and the Plan
Administrator to take necessary actions, such as asking from
other departments for cooperation, and from auditor to bring in
more members of audit team, that would help the Company to meet
the extended submission deadlines.
However, the Company is still confronting problems in closing
some major accounts such as inventories, which also impacts
other accounts, resulting in imbalance statement and thus the
balance sheet cannot be closed. Even though the discrepancy is
not significant, the auditor wants to ensure that such
discrepancy is not an offset of large debit and credit entries.
In addition, balances of assets and liabilities, transferred
over to Special Purpose Vehicles (SPVs), must be adjusted to
reflect the progress of the Plan implementation in the financial
statements of the Company and of those SPVs. This increases the
difficulties to the Company in closing its book as scheduled.
From the reasons given above, Thai Engine Manufacturing Public
Company Limited is unable to prepare a complete list of
documents for independent auditor. This causes the Company to be
unable to submit the financial statements and form 56-1 for the
year 2001 by extended deadlines set by the SEC. After
consulting with an independent auditor, Thai Engine
Manufacturing Public Company Limited requests for the relaxation
for the submission of financial statement and form 56-1 for the
year 2001 to be postponed to 17th May 2002 and 24th May 2002,
respectively.
* DebtTraders Real-Time Bond Pricing
------------------------------------
Issuer Coupon Maturity Bid - Ask Weekly change
------ ------ -------- --------- -------------
Asia Pulp & Paper FRN due 2001 10 - 12 0
Asia Pulp & Paper 11.75% due 2005 25 - 26 +1
APP China 14.0% due 2010 24 - 26 -1
Asia Global Crossing 13.375% due 2006 18 - 21 -1
Bayan Telecom 13.5% due 2006 20 - 22 0
Daya Guna Sumudera 10.0% due 2007 1.5 - 3.5 +0.5
Hyundai Semiconductor 8.625% due 2007 65 - 68 +2
Indah Kiat 11.875% due 2002 27 - 29 +1
Indah Kiat 10.0% due 2007 21 - 23 +1
Paiton Energy 9.34% due 2014 65 - 68 0
Tjiwi Kimia 10.0% due 2004 20 - 22 +1
Zhuahi Highway 11.5% due 2008 28 - 33 0
Bond pricing, appearing in each Thursday's edition of the
TCR-AP, is provided by DebtTraders in New York. DebtTraders is a
specialist in global high yield securities, providing clients
unparalleled services in the identification, assessment, and
sourcing of attractive high yield debt investments. For more
information on institutional services, contact Scott Johnson at
1-212-247-5300. To view our research and find out about private
client accounts, contact Peter Fitzpatrick at 1-212-247-3800.
Real-time pricing available at www.debttraders.com
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.
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*** End of Transmission ***