/raid1/www/Hosts/bankrupt/TCRAP_Public/020614.mbx
T R O U B L E D C O M P A N Y R E P O R T E R
A S I A P A C I F I C
Friday, June 14, 2002, Vol. 5, No. 117
Headlines
A U S T R A L I A
CTI COMMUNICATIONS: Posts Commitments Test Entity Report
GOODMAN FIELDER: Discloses Daily Share Buy-Back Notice
HIH INSURANCE: Issues Commission's Hearing Schedule
IWL LIMITED: Buys Back Shares
PMP LIMITED: Secures Underwriting for New Strategic Focus
PMP LIMITED: Seven Set to Acquire 100% of Pacific Magazines
* ASIC Shuts Down Offshore Investment Scheme
C H I N A & H O N G K O N G
BESTFIN LIMITED: Winding Up Petition Slated for Hearing
CCT TECHNOLOGY: Company Name Change Effectuated
DAILYWIN GROUP: Clarifies WYT Group Article
GUANGDONG KELON: Under Securities Regulatory Investigation
GROWTHTEX ENTERPRISES: Faces Winding Up Petition
OUT-LOOK FASHION: Winding Up Petition Hearing Set
SINO EAST: Petition to Wind Up Pending
WIDYET TEXTILES: Hearing of Winding Up Petition Set
I N D O N E S I A
ASTRA INTERNATIONAL: Debt Rescheduling, Rights Issue Likely
BANK NIAGA: IMF Understands Divestment Suspension
SINAR MAS: Government Urges Debt Payment
J A P A N
MIZUHO HOLDINGS: Blames CIO for Computer Fiasco
MIZUHO HOLDINGS: Human Error Seen as Cause of Computer Failures
SOFTBANK CORP: Mulls Sale of Equity Stake in Aozora Bank
SOFTBANK CORP: Regulator Knocks Plan to Sell Aozora Stake
K O R E A
BYUCKSAN ENGINEERING: Rescue Package Coming From Creditors
HYUNDAI MERCHANT: Creditors Extend KRW100B Loan
WOORI FINANCE: Plans to Raise $1B in 2003
M A L A Y S I A
AOKAM PERDANA: Posts Defaulted Payments Status Update
CSM CORPORATION: Schedules June 26 EGM
IDRIS HYDRAULIC: Modifies Proposed Restructuring Exercise
JERASIA CAPITAL: Unit Inks RM50,000 Subordinated Loan Agreement
LIEN HOE: Proposed Disposal Completed
MGR CORPORATION: Submits Proposed Workout Scheme Application
PAN PACIFIC: Posts Defaulted Payment Status as of May 31
PSC INDUSTRIES: MoF OKs Unit's 5-Yr Income Tax Exemption
RENONG BERHAD: Conducts Proposed Disposals to Redeem SPV Bonds
SOUTHERN PLASTIC: Answers KLSE's Winding Up Petition Queries
TAJO BHD: Releases Executive Summary; Undertakes Proposals
ZAITUN BERHAD: Requests Trading Suspension
P H I L I P P I N E S
METRO PACIFIC: e-Bank Merger Talks With Bancommerce Continue
METRO PACIFIC: Chairman Votes Shares, Defies First Pacific
NATIONAL POWER: PSALM, Creditors in Standoff on Debt Transfer
PHILIPPINE LONG: 2001 Income Triples to Php3.4B
PHILIPPINE LONG: Only NTT Can Stop Gokongwei Bid
PHILIPPINE LONG: Chief May Face Penalty for Hiding Agreement
PHILIPPINE LONG: Delaying Payment on $650M Debt
PILIPINO TELEPHONE: Told to Link Up With BayanTel
* Metrobank, Merrill Lynch May Join Pangilinan's Counter-Offer
S I N G A P O R E
BIL INTERNATIONAL: Announces Committee Member Changes
ELLIPSIZ LTD: Posts Notice of Change in Hay Sook's Interests
KEPPEL TELECOM: Advanced Research Buys Shares for Bt409,500
T H A I L A N D
MIWAN (THAILAND): Business Reorganization Petition Filed
SANTIPHAP CO.: Gets Creditors' Approval on Debt Revamp
SRIVARA REAL: Paid-Up Capital Registration Completed
THAI TELEPHONE: SET Grants Securities' Listing
- - - - - - - -
=================
A U S T R A L I A
=================
CTI COMMUNICATIONS: Posts Commitments Test Entity Report
--------------------------------------------------------
CTI Communications Limited posted its Quarterly Report for
Entities On Basis Of Commitments:
Name of entity
CTI Communications Limited
ABN Quarter ended ("current quarter")
45 071 781 363 31/03/2002
CONSOLIDATED STATEMENT OF CASH FLOWS
Cash flows related to Current Year to date
operating activities Quarter (12 months)
$A $A
1.1 Receipts from customers 154,857 N/A
1.2 Payments for
(a) staff costs 584,557 N/A
(b) advertising & marketing 1,782
(c) research & development -
(d) leased assets 1,152,418
(e) other working capital -
1.3 Dividends received - N/A
1.4 Interest and other items of
a similar nature received - N/A
1.5 Interest and other costs of
finance paid - N/A
1.6 Income taxes paid - N/A
1.7 Other (provide details if material) - N/A
1.8 Net Operating Cash Flows (1,583,900) N/A
Cash flows related to investing activities
1.9 Payment for acquisition of: N/A
(a) businesses (item 5) -
(b) equity investments -
(c) intellectual property -
(d) physical non-current assets-
(e) other non-current assets -
1.10 Proceeds from disposal of: N/A
(a) businesses -
(b) equity investments 800,000
(c) intellectual property -
(d) physical non-current assets100,000
(e) other non-current assets -
1.11 Loans to other entities - N/A
1.12 Loans repaid by other entities - N/A
1.13 Other (provide details if material) - N/A
Net investing cash flows 900,000 N/A
1.14 Total operating and
investing cash flows (683,900) N/A
Cash flows related to financing activities
1.15 Proceeds from issues of
shares, options, etc. 450,000 N/A
1.16 Proceeds from sale of
forfeited shares - N/A
1.17 Proceeds from borrowings - N/A
1.18 Repayment of borrowings - N/A
1.19 Dividends paid - N/A
1.20 Other (provide details if material) - N/A
Net financing cash flows 450,000 N/A
Net increase (decrease) in cash held (233,900) (141,213)
1.21 Cash at beginning of quarter/
year to date 253,393 160,706
1.22 Exchange rate adjustments to item 1.20 N/A N/A
1.23 Cash at end of quarter 19,493 19,493
PAYMENTS TO DIRECTORS OF THE ENTITY AND ASSOCIATES OF THE
DIRECTORS PAYMENTS TO RELATED ENTITIES AND ASSOCIATES OF THE
RELATED ENTITIES
Current Quarter
$A
1.24 Aggregate amount of payments to
the parties included in item 1.2 12,133
1.25 Aggregate amount of loans to the
parties included in item 1.11 -
1.26 Explanation necessary for an understanding
of the transactions
Amounts paid to entities related to CTI Communications Ltd are
remuneration for legal and corporate advice provided.
1.27 Explanation necessary for an understanding of the cashflows
for the quarter
All of the material cashflows during the quarter relate to
settlement of the Deed of Company Arrangement (DOCA), including
settlement of amounts due to employees, creditors,
administrator, legal advisors; and amounts receivable from
debtors, sale of wholly owned subsidiary and sale of property,
plant and equipment as at the date of entering the DOCA.
NON-CASH FINANCING AND INVESTING ACTIVITIES
2.1 Details of financing and investing transactions which have
had a material effect on consolidated assets and liabilities but
did not involve cash flows
During the quarter ended 31 March 2002 the Company converted a
$450,000 debt facility provided on 1 March 2002 into shares,
options and convertible notes (see item 1.15)
2.2 Details of outlays made by other entities to establish or
increase their share in businesses in which the reporting entity
has an interest N/A
FINANCING FACILITIES AVAILABLE
Add notes as necessary for an understanding of the position.
Amount Amount
available used
$A $A
3.1 Loan facilities - -
3.2 Credit standby arrangements - -
RECONCILIATION OF CASH
Reconciliation of cash at the end Current Previous
of the quarter (as shown in the quarter quarter
consolidated statement of cash flows) $A $A
to the related items in the accounts
is as follows.
4.1 Cash on hand and at bank 19,493 253,393
4.2 Deposits at call - -
4.3 Bank overdraft - -
4.4 Other (provide details) - -
Total: cash at end of quarter (item 1.22) 19,493 253,393
ACQUISITIONS AND DISPOSALS OF BUSINESS ENTITIES
Acquisitions Disposals
(item 1.9(a)) (Item 1.10(a))
5.1 Name of entity N/A N/A
5.2 Place of incorporation
or registration N/A N/A
5.3 Consideration for
acquisition or disposal N/A N/A
5.4 Total net assets N/A N/A
5.5 Nature of business N/A N/A
COMPLIANCE STATEMENT
1. This statement has been prepared under accounting policies,
which comply with accounting standards as defined in the
Corporations Law or other standards acceptable to ASX.
2. This statement does give a true and fair view of the matters
disclosed.
GOODMAN FIELDER: Discloses Daily Share Buy-Back Notice
------------------------------------------------------
Goodman Fielder Limited disclosed this notice:
DAILY SHARE BUY-BACK NOTICE
(EXCEPT MINIMUM HOLDING BUY-BACK AND
SELECTIVE BUY-BACK)
Name of Entity
Goodman Fielder Limited
ABN
44 000 003 958
We (the entity) give ASX the following information.
INFORMATION ABOUT BUY-BACK
1. Type of buy-back On Market
2. Date Appendix 3C was given to Tuesday 13/11/2001
to ASX
TOTAL OF ALL SHARES BOUGHT BACK, OR IN RELATION TO WHICH
ACCEPTANCES HAVE BEEN RECEIVED, BEFORE, AND ON, PREVIOUS DAY
BEFORE PREVIOUS
PREVIOUS DAY
DAY
3. Number of shares bought 56,697,726 629,837
back or if buy-back is
an equal access scheme,
in relation to which
acceptances have been
received
$ $
4. Total consideration paid 84,010,090 1,065,599
or payable for the shares
5. If buy-back is an on-market
buy-back
Highest price paid Highest price paid
$1.69 $1.69
Date: 07/06/2002
Lowest price paid Lowest price paid
$1.30 $1.69
Date: 13/12/2001
Highest price
allowed under rule
7.33:
$1.7598
PARTICIPATION BY DIRECTORS
6. Deleted 30/9/2001. Nil
HOW MANY SHARES MAY STILL BE BOUGHT BACK.
7. If the company has disclosed 15,672,437
an intention to buy back a
maximum number of shares - the
remaining number of shares to
be bought back
COMPLIANCE STATEMENT
1. The Company is in compliance with all Corporations Law
requirements relevant to this buy-back.
2. There is no information that the listing rules require to be
disclosed that has not already been disclosed, or is not
contained in, or attached to, this form.
Wrights Investors' Service reports that during the 12 months
ending 12 December 2001, the Company experienced losses
totaling A$0.01 per share. Its long-term debt was A$762.60
million and total liabilities were A$1.40 billion. The long term
debt to equity ratio of the company is 0.67.
HIH INSURANCE: Issues Commission's Hearing Schedule
---------------------------------------------------
The HIH Insurance Royal Commission will usually sit each Monday
to Friday in June. However, for the week commencing 10 June, it
is expected that the Commission will sit on Thursday and a full
day Friday, June 13 and 14.
Hours of Sitting
The sitting times are usually Monday to Thursday 9:30 am to 11
am, 11:15 am to 12:45 pm and 2:15 pm to 4:30 pm unless there is
a mid afternoon break when the hearings will conclude at 4:45
pm. Fridays 9:15 am to 11:00 am, 11:15 am to 1:00 pm.
Commission Location
Level 8, 'The Landmark' 345 George Street, Sydney
IWL LIMITED: Buys Back Shares
-----------------------------
IWL Limited posted this notice:
DAILY SHARE BUY-BACK NOTICE
(EXCEPT MINIMUM HOLDING BUY-BACK AND
SELECTIVE BUY-BACK)
Name of Entity IWL Limited
ABN 53 078 119 212
We (the entity) give ASX the following information.
INFORMATION ABOUT BUY-BACK
1. Type of buy-back On market 10/12
2. Date Appendix 3C was given to 07/09/2001
to ASX
TOTAL OF ALL SHARES BOUGHT BACK, OR IN RELATION TO WHICH
ACCEPTANCES HAVE BEEN RECEIVED, BEFORE, AND ON, PREVIOUS DAY
BEFORE PREVIOUS
PREVIOUS DAY
DAY
3. Number of shares bought 28,003,724 50,000
back or if buy-back is
an equal access scheme,
in relation to which
acceptances have been
received
$ $
4. Total consideration paid 0.2236 0.250
or payable for the shares
5. If buy-back is an on-market
buy-back
Highest price paid Highest price paid
$0.270 $0.250
Date: 01/02/2002
Lowest price paid Lowest price paid
$0.175 $0.250
Date: 07/11/2001
Highest price
allowed under rule
7.33:
$0.2646
PARTICIPATION BY DIRECTORS
6. If buy-back is an on-market Nil
buy-back - name of each
director and related party
of a director from whom the
company bought back shares
on the previous day, the
number of shares which the
company bought back from
each named director or
related party, and the
consideration payable for
those shares.
HOW MANY SHARES MAY STILL BE BOUGHT BACK.
7. If the company has disclosed 584,441
an intention to buy back a
maximum number of shares - the
remaining number of shares to
be bought back
COMPLIANCE STATEMENT
1. The Company is in compliance with all Corporations Law
requirements relevant to this buy-back.
2. There is no information that the listing rules require to be
disclosed that has not already been disclosed, or is not
contained in, or attached to, this form.
PMP LIMITED: Secures Underwriting for New Strategic Focus
----------------------------------------------------------
PMP Limited announced Thursday its strategic restructure to
become a print and distribution company. In doing so, it secured
underwriting for a new, four-year $300 million domestic debt
facility with ANZ Bank and Toronto Dominion Bank. The
underwriting removes uncertainty and alleviates the high cost of
PMP's current short-term funding facility, which is due to
expire on September 30 this year.
The restructure will involve PMP exercising the put option over
its 50% stake in Pacific Publications, a publishing joint
venture with Channel Seven, to realize proceeds of $65 million.
As previously advised, the company intends to proceed with its
sale of its UK publishing business, Attic Futura.
The Managing Director of PMP limited, Mr Robert Muscat, said
that these initiatives delivered on PMP Limited's strategy of
reducing debt, seeking a return to an investment grade credit
rating, and focusing on building its core printing and
distribution business.
"This is a continuation of the direction PMP Limited has been
pursuing for some time," he said. "Over the past two years, we
have moved to strengthen the financial position of the group by
concentrating on our strategic, core businesses in printing and
distribution."
"We will continue our strong commercial relationship with the
magazine publishing business through the existing, long-term
printing and distribution contracts between Pacific Publications
and PMP Print and Gordon and Gotch."
Mr Muscat said the debt restructure plan would mean that PMP
Limited could focus on its core businesses with a restructured
balance sheet.
He said that the company aimed to invest in technology and
equipment to drive efficiency in its core printing and
distribution business.
This would underpin a potential return to dividend payments in
the near future.
The new debt facility was conditional on US bondholder approval
and is expected to be completed by the end of July 2002, he
said.
ANZ, Toronto Dominion and members of the PMP management team are
conducting a domestic roadshow among potential debt syndicate
participants over the next three weeks.
PMP LIMITED: Seven Set to Acquire 100% of Pacific Magazines
-----------------------------------------------------------
Seven Network Limited is set to acquire PMP Limited's 50 per
cent interest in the PMP, Seven Pacific Magazines joint venture
in the first quarter of the new financial year.
The acquisition of this holding, for $65.0 million, will result
in Seven owning three of the four biggest selling weekly
magazine titles in Australia: New Idea, TV Week and That's Life.
This follows PMP's announcement that it intends to exercise a
put option, which formed part of Seven's agreement with the
company to acquire an initial 50 per cent interest in Pacific
Publications.
Seven entered into the agreement in expectation that PMP would
exercise the put option.
As part of this agreement, Seven last December subscribed for a
placement of 37.0 million new shares in PMP Limited, at 55 cents
per share, representing 12.7 per cent of that company's expanded
capital.
This financial year (2001-02) the first $8 million in EBIT from
the venture will flow to Seven. The company is performing
strongly under its new management and reinvigoration of its
principal titles.
Seven expects Pacific Magazines to become a significant
contributor to the company's earnings over the coming three to
five years, as the magazine business sees the benefits from the
past twelve months of restructuring and the re-launching of
existing major titles.
Seven looks forward to assuming full ownership of the magazine
business.
The magazine business provides significant opportunities for the
future development of Seven - including opportunities for the
leveraging of Seven's television brand and content and the
further development of integrated marketing solutions for
advertisers.
Seven's acquisition of the remaining 50 per cent shareholding in
Pacific Magazines will be funded from existing facilities and
will be earnings per share positive.
* ASIC Shuts Down Offshore Investment Scheme
--------------------------------------------
The Australian Securities and Investments Commission (ASIC) on
Thursday obtained consent orders in the Supreme Court of
Queensland closing down an unregistered managed investment
scheme, and banning its company director from being involved in
the management of a company for three years and permanently
banning him from offering financial products or advice.
ASIC alleged that the scheme promoted the investment of money
offshore, and that at least $2.2 million was raised from around
200 investors, mostly members of church communities from the
Sunshine Coast, Queensland.
The orders were lodged against Peter Kenneth Urquhart, Wide-I
Design Corporation (a company registered in Vanuatu), ETP
Ventures Pty Ltd and Cyrus Strategies Pty Ltd (the companies).
Mr Urquhart, who was not a licensed investment adviser, was the
sole director of the companies. He offered investment
opportunities in schemes including the 'Car Contributors Club',
'Sunshine Coast Housing', shares in Koitaki Farms Ltd and
several bridging loan arrangements through Cyrus Strategies, his
investment club.
The money from investors was paid into bank accounts in Vanuatu,
where it was invested in other speculative overseas investments
including a Fijian resort, a sandstone company in London, shares
in an American gold mining company and Spanish gold exploration.
Mr Urquhart consented to disqualification from managing a
corporation for three years. Both Mr Urquhart and the companies
have been permanently restrained from carrying on or
representing themselves out as carrying on or being involved in
the financial market; providing financial services or financial
product advice; or carrying on a managed investment scheme in
breach of the Corporations Act.
The court appointed Tracey Dare and Philip Hennessey, of KPMG
Brisbane, as receivers.
"People must be extremely careful about schemes that offer high
returns or offshore investment. You can do a free check with
ASIC to see if the scheme is registered in Australia and the
promoter is licensed, by calling 1300 300 630 or logging on to
our website at www.fido.asic.gov.au," ASIC Director Enforcement,
Allen Turton said.
================================
C H I N A & H O N G K O N G
================================
BESTFIN LIMITED: Winding Up Petition Slated for Hearing
-------------------------------------------------------
The petition to wind up Bestfin Limited is scheduled for hearing
before the High Court of Hong Kong on June 19, 2002 by 9:30 am.
The petition was filed with the court on May 21, 2002 by Bank of
China (Hong Kong) Limited whose registered office is situated at
14/F., Bank of China Tower, No. 1 Garden Road, Central, Hong
Kong.
CCT TECHNOLOGY: Company Name Change Effectuated
-----------------------------------------------
Market participants are requested to note that the name of
Wireless InterNetworks Limited has been changed to "CCT
Technology Holdings Limited". Accordingly, the stock short names
of its ordinary shares (stock codes: 261 & 2936) has also been
changed to "CCT TECH-NEW" and "CCT TECH-OLD" respectively with
effect from Thursday (13/June/2002).
DAILYWIN GROUP: Clarifies WYT Group Article
-------------------------------------------
The directors of Dailywin Group Limited, in reference to the
joint announcement issued by the Company, Wang On Group Limited
and Town Health International Holdings Company Limited dated
22nd May, 2002, and to an article which appeared in Thursday's
Chinese newspaper in relation to an interview conducted with the
management of Dailywin after the grand opening of a Wai Yuen
Tong retail shop in Tsuen Wan on 8th June, 2002, clarified the
Article as follows:
1. During the Interview, Mr. Tang mentioned that the turnover
of the WYT Group for the last year (i.e. for the year ended 31st
March, 2002) approximately doubled that of the year before and
he hoped that the growth rate for the current year could be
similar as well. Mr. Tang has not mentioned that the turnover
of the WYT Group for the last year was over HK$100 million. Mr.
Tang expects that the WYT Medicine business will grow in the
future, however, no specific growth rates or figures were
mentioned during the Interview.
2. Set out below is the audited financial results of the WYT
Group for the year ended 31st December, 1999 and the fifteen
months ended 31st March, 2001 and the year ended 31st March,
2002:
Fifteen
Year ended months ended Year ended
31/12/1999 31/3/2001 * 31/3/2002
(HK$'000) (HK$'000) (HK$'000)
Turnover 33,909 39,391 72,384
Profit before
taxation 10,947 14,436 17,466
Profit attributable
to shareholders 9,136 12,413 14,913
* As a result of Wang On becoming its controlling
shareholder in February 2001, WYT Medicine changed its financial
year-end date from 31st December to 31st March in February,
2001, in order to be consistent with the financial year-end date
of Wang On.
3. In respect to the Guaranteed Profit of HK$18 million
mentioned in the Article, the directors of Dailywin wish to
confirm that, as stated in the Announcement, the Guaranteed
Profit is purely estimates of the parties to the Acquisition
Agreement.
4. Regarding the proposed change of company name as mentioned
in the Article, the directors of Dailywin wish to clarify that
Dailywin presently has no intention to proceed with such a
proposal since the Acquisition is still subject to, inter alia,
the approval of the independent shareholders of Dailywin.
However, the directors of Dailywin would not rule out the
possibility of change of company name of Dailywin in the future.
Further announcement in this regard will be made as and when
necessary.
5. In respect of the debt position of Dailywin as mentioned
in the Article, the directors of Dailywin wish to clarify that,
with the provision of the Existing Loans amounting to
approximately HK$64.8 million as disclosed in the Announcement
from Wang On during the year for the financing of most of the
Dailywin Group's interest bearing debts (including bank loans
and the "o convertible notes"), the financial position of the
Dailywin Group has been improved.
6. In respect of the businesses to be carried out by the
Dailywin Group upon completion of the Acquisition as mentioned
in the Article, the directors of Dailywin wish to clarify that,
as stated in the Announcement, the operation of the existing
watch and bag businesses will continue to be one of the Dailywin
Group's principal businesses. The directors of Dailywin further
anticipate that the WYT Medicine business will become one of the
principal businesses of the Dailywin Group apart from its
existing watch and bag business. During the Interview, the
directors of Dailywin has not mentioned that the WYT Medicine
business will constitute about 50% of the business of the
Dailywin Group.
GUANGDONG KELON: Under Securities Regulatory Investigation
----------------------------------------------------------
The Board of Directors of Guangdong Kelon Electrical Holdings
Company Limited announced that due to the alleged breaches by
the Company in respect of certain historical connected
transactions as disclosed in the announcement dated 13 March
2002, the Company is currently being investigated by the
Investigation Bureau of the China Securities Regulatory
Commission and such investigation commenced on 23 April 2002.
The price of the A shares of the Company which are traded on the
Shenzhen Stock Exchange increased for three consecutive trading
days and the daily increase reached the share price increase
limit set by the Shenzhen Stock Exchange. Saved as disclosed
above, there is no material information which is discloseable by
the Company under Rules 7.5.2 and 7.5.3 of the Rules Governing
the Listing of Securities on the Shenzhen Stock Exchange and
which has not been disclosed.
The Company will strictly comply with the relevant laws and
regulations and make proper and timely disclosures. Trading in
the A shares of the Company will resume on 12 June 2002. The
Board of Directors wishes to remind the investors to beware of
relevant investment risks.
GROWTHTEX ENTERPRISES: Faces Winding Up Petition
-----------------------------------------------
The petition to wind up Growthtex Enterprises Limited is set for
hearing before the High Court of Hong Kong on June 12, 2002 at
9:30 am.
The petition was filed with the court on February 26, 2002 by
Bank of China (Hong Kong) Limited whose registered office is
situated at 14/F., Bank of China Tower, No. 1 Garden Road,
Central, Hong Kong.
OUT-LOOK FASHION: Winding Up Petition Hearing Set
-------------------------------------------------
The petition to wind up Out-Look Fashion Limited is scheduled to
be heard before the High Court of Hong Kong on July 10, 2002 at
9:30 am.
The petition was filed with the court on April 8, 2002 by Bank
of China (Hong Kong) Limited whose registered office is situated
at 14/F., Bank of China Tower, No. 1 Garden Road, Central, Hong
Kong.
SINO EAST: Petition to Wind Up Pending
--------------------------------------
The petition to wind up Sino East Industries Limited is
scheduled for hearing before the High Court of Hong Kong on July
3, 2002 at 11:30 am.
The petition was filed with the court on April 4, 2002 by Bank
of China (Hong Kong) Limited whose registered office is situated
at 14/F., Bank of China Tower, No. 1 Garden Road, Central, Hong
Kong.
VICTORY GROUP: Exceptional Turnover Movement Unanticipated
----------------------------------------------------------
Victory Group Limited has noted that recent increase in the
trading volume of the shares of the Company and stated that the
Company is not aware of any reasons for such increase.
Save as disclosed in our announcement dated 28th May 2002 in
relation to the placing of 44,000,000 new shares to, subsequent
to the aforesaid announcement, six independent placees, who are
independent of, and not connected with, and not acting in
concert with the directors, chief executives and substantial
shareholders of the Company and any of its subsidiaries or any
of their respective associates, the Company also confirmed that
there are no negotiations or agreements relating to intended
acquisitions or realizations which are discloseable under
paragraph 3 of the Listing Agreement, neither is the Board aware
of any matter discloseable under the general obligation imposed
by paragraph 2 of the Listing Agreement, which is or may be of a
price-sensitive nature.
WIDYET TEXTILES: Hearing of Winding Up Petition Set
--------------------------------------------------
The petition to wind up Widyet Textiles Limited will be heard
before the High Court of Hong Kong on June 12, 2002 at 9:30 am.
The petition was filed with the court on February 26, 2002 by
Bank of China (Hong Kong) Limited whose registered office is
situated at 14/F., Bank of China Tower, No. 1 Garden Road,
Central, Hong Kong.
=================
I N D O N E S I A
=================
ASTRA INTERNATIONAL: Debt Rescheduling, Rights Issue Likely
-----------------------------------------------------------
PT Astra International said there is a significant possibility
that it will seek both a debt rescheduling and rights issue this
year as it struggles to meet debt repayments falling due in
December, Bisnis Indonesia reported citing Finance Director John
Slack.
"There is a big possibility that Astra will do a combination of
rescheduling and rights issue, but we must still wait until July
for the conclusion of a business plan about our projections and
cash flow," Slack said.
Earlier this month, Astra International appointed NM Rothschild
& Sons Ltd to advise on the best way to service its debt, of
which US133 million Rp164 billion is due in December. Among the
option that Rothschild is investigating are rescheduling, debt
buyback, the issue of new shares, asset sales and refinancing.
BANK NIAGA: IMF Understands Divestment Suspension
-------------------------------------------------
The International Monetary Fund (IMF) understands the
government's decision to suspend the divestment of PT Bank Niaga
and believes in its capacity to settle it, Asia Pulse reports,
citing IMF's Chief Representative to Indonesia David Nellor.
He added that IMF also understands the postponement of the sale
from June to September. According to him, "the main problem in
the divestment of Bank Niaga is how to change the process of
selling the bank's shares."
Meanwhile, Indonesian Bank Restructuring Agency (IBRA) Chairman,
Syafruddin Temenggung, has also reached an agreement concerning
the sales of Bank Niaga shares.
"I believe that our discussion was productive and that there has
been an understanding," Temenggung said after meeting with
Chairman of the Indonesian Capital Market Supervisory Agency,
Herwidayatmo, and Nellor on Tuesday.
The divestment of Bank Niaga is expected to be completed by the
middle of September.
SINAR MAS: Government Urges Debt Payment
----------------------------------------
Indonesia's government wants the heavily indebted Sinar Mas
Group to pay 20 percent of its US$1.3 billion debt by the end of
this month, IndoExchange reports, quoting Indonesia Bank
Restructuring Agency Chairman Syafruddin Tumenggung.
"The Indonesian Bank Restructuring Agency (IBRA) has been asked
by (the government) to speed up payment of 20 percent of the
Sinar Mas Group's total debts," Tumenggung said, adding that
failure to meet earlier deadlines has prompted the government to
harden its stance.
IBRA earlier said that it would start selling assets, which the
group pledged to the state, if Sinar Mas began making payments
by a June 30 deadline.
A large part of the group's creditors are international
bondholders and IBRA's decision to sell the assets could trigger
protests from bondholders.
The Sinar Mas Group, whose main unit is the troubled Asia Pulp &
Paper Co. Ltd., is controlled by the family of ageing
Indonesian-Chinese tycoon Eka Tjipta Widjaja and is among the
world's biggest distressed borrowers.
=========
J A P A N
=========
MIZUHO HOLDINGS: Blames CIO for Computer Fiasco
-----------------------------------------------
Officials of the Mizuho financial group on Wednesday blamed the
group's recent computer fiasco on a chief information officer
who reportedly failed to notify top management about the
possibility of a large-scale system failure.
The officials, who asked not to be named, told Japan Times that
the results of inspections by the Financial Services Agency and
an in-house investigation show that the officer, who was from
the former Dai-Ichi Kangyo Bank (DKB), covered up the problems
to avoid causing a delay in the group's system integration in
April.
The nationwide system failure occurred following the April 1
launch of Mizuho Bank and Mizuho Corporate Bank under Mizuho
Holdings, which was created through the merger of DKB, Fuji Bank
and Industrial Bank of Japan. The trouble affected 2.5 million
transactions, preventing customers from making withdrawals or
deposits at Mizuho's 7,000 ATMs across Japan.
MIZUHO HOLDINGS: Human Error Seen as Cause of Computer Failures
---------------------------------------------------------------
The Financial Services Agency (FSA), Japan's banking regulator,
notified the Mizuho financial group on Tuesday of the outcome of
its inspections conducted after a series of computer failures at
the banking group.
According to a report from the Nihon Keizai Shimbun, human error
involving insufficient preparation for the merger of Dai-Ichi
Kangyo Bank, Fuji Bank and Industrial Bank of Japan forming
Mizuho Holdings Inc. was to blame for the nationwide Mizuho
system failure in April.
Computer glitches affected 2.5 million transactions, preventing
customers from making withdrawals or deposits at Mizuho's 7,000
ATMs across Japan.
The FSA ordered Mizuho President Terunobu Maeda to compile
measures and strengthen management to prevent a recurrence of
the computer glitches.
Japanese Financial Services Minister Hakuo Yanagisawa declined
to comment on the outcome of the inspection.
SOFTBANK CORP: Mulls Sale of Equity Stake in Aozora Bank
--------------------------------------------------------
Internet investor Softbank Corp is considering selling its
equity stake in Aozora Bank, the successor to failed Nippon
Credit Bank (NCB).
"We are studying selling our stake in Aozora Bank, but we
haven't decided whether to sell or not," Softbank President
Masayoshi Son said
Softbank owns 48.87 percent of the shares of the bank, which has
outstanding loans of 3.45 trillion yen.
Softbank, which reported a consolidated net loss of 88.76
billion yen in the year ended March 31, has been looking to
reduce its debt and generate cash to finance its ADSL business,
Yahoo BB.
SOFTBANK CORP: Regulator Knocks Plan to Sell Aozora Stake
---------------------------------------------------------
Softbank Corp's plan to sell its 49 percent stake in Aozora Bank
was criticized by Japan's financial regulator.
According to Financial Services Minister Hakuo Yanagisawa, the
reputation of Mr Masayoshi Son's Softbank will be damaged if the
Internet investment company sells its Aozora stake.
Mr Yanagisawa added that Mr Son should keep the Aozora stake for
the long term as initially planned.
Softbank is currently the largest shareholder in Aozora Bank.
Non-life insurance group Tokio Fire and Marine, and leasing
company Orix, hold 14.99 percent each. US private equity group
Cerberus now owns 11.52 percent.
Softbank is under considerable financial pressure and is likely
to be keen to sell its Aozora stake as soon as possible. The
group faces a need to invest heavily in its broadband business
at a time when it has a punishing debt level and profits have
dried up. Last year it made net losses of 88.8 billion yen ($707
million).
=========
K O R E A
=========
BYUCKSAN ENGINEERING: Rescue Package Coming From Creditors
----------------------------------------------------------
Byucksan Engineering & Construction (BEC), currently under the
creditors' debt-rescheduling programs, received a windfall
Wednesday when its creditor banks came up with a major bailout
package so that the firm, based in Tongsan-Gu, Seoul, could
proceed on its own.
According to a report from the Digital Chosun, the creditors
plan to switch a total of 136.9 billion won in convertible bonds
into equity.
Part of the plan is to write off 34.3 billion won in accrued
interest so that the firm's debt-to-equity ratio could fall from
the current 1,000 percent to below 300 percent, a level which
would enable Byucksan to continue its operation without further
funding from the creditors.
Creditors are expected to make their final decision on the
package on June 21.
HYUNDAI MERCHANT: Creditors Extend KRW100B Loan
-----------------------------------------------
Hyundai Merchant Marine (HMM) raised a total of 100 billion won
in a new operational-loan facility from its creditors early this
month, adding that Chung Mong-hun, chair of Hyundai Asan, has
extended the loan on the payment guarantee.
Creditors, according to a Digital Chosun report, have demanded
for Chung's payment guarantee as he holds a total 4.9 percent
stake in the Seoul-based shipping company.
Earlier this month, Hyundai Motor and European shipping giant,
Wallenius Wilhelmsen Lines (WWL), have agreed to set up a joint-
venture automotive shipping company after taking over the car-
transportation operations of HMM.
Industry watchers say that unloading the car transportation unit
is expected to rescue HMM, a former Hyundai group shipping
giant, from its longstanding liquidity crisis.
Company sources say that HMM will use the proceeds from selling
the car shipping unit, estimated at 2 trillion won ($1.6
billion), to pay down its short- and long-term debt worth 2.3
trillion won, excluding ship-financing liabilities.
As of March 31, 2002, Hyundai Merchant has current assets of
$1.2 billion against current liabilities of $2.3 billion.
WOORI FINANCE: Plans to Raise $1B in 2003
-----------------------------------------
Woori Finance Holdings Co. plans to raise up to $1 billion on
Wall Street next year, the Financial Times reports, saying South
Korea's first financial holding company will place depositary
receipts.
Woori is also selling about 20 percent of its shares to a
strategic partner, as part of its privatization plans. The
search for suitable strategic investors will start this year.
Meanwhile, Vice-Chairman and Chief Financial Officer, Euoo Sung
Min is concentrating on ridding the banks of their bad loans,
and is now firmly focused on returns and creating a financial
powerhouse.
He aims to reduce reliance on corporate banking in favor of
credit cards, investment banking and insurance areas. By 2005,
he forecasts non-banking revenues will account for half of all
revenues.
About 11.8 percent of Woori's shares are now traded on the main
bourse Korea Stock Exchange.
==============
M A L A Y S I A
===============
AOKAM PERDANA: Posts Defaulted Payments Status Update
-----------------------------------------------------
The Board of Directors of Aokam Perdana Berhad, pursuant to
Paragraph 9.03 and 9.04 (l) of the Listing Requirements and
further to its announcement made on 26 April 2002, 3 May 2002
and 3 June 2002, announced an event of default in the payments
of interest in respect of the restructured creditors of the
Aokam Group) as detailed in Table A at
http://www.bankrupt.com/misc/TCRAP_Aokam0613.doc
1. Reasons for the default in payment
The performance of the Group is affected by the weak timber
market and tight financial position. Under this scenario, the
Company is unable to service the interest payment of the
restructured creditors.
2. Measures taken to address the default in payments
The Group is in discussion/negotiations with all creditors
concerned to restructure and/or reschedule the loans/debts which
forms part of a proposed acquisition exercise which was
announced on 26 April 2002.
3. The financial and legal implications in respect of the
default in payments including the extent of the listed issuer's
liability in respect of the obligations incurred under the
agreements for the indebtedness.
The legal implications which may arise from the defaults is that
the creditors could sue the Company.
4. In the event the default is in respect of secured loan stocks
or bonds, the lines of action available to the guarantors or
security holders against the listed issuer
Not applicable.
5. In the event the default is in respect of payments under a
debenture, to specify whether the default will empower the
debenture holder to appoint a receiver or receiver and manager
Yes.
6. Whether the default in payment constitutes an event of
default under a different agreement for indebtedness (cross
default) and the details thereof, where applicable
Yes.
7. Any other information
None.
CSM CORPORATION: Schedules June 26 EGM
--------------------------------------
The Board of Directors of CSM Corporation Berhad announced that
the Company EGM will be held at the Dewan Tropicana, Main Wing,
Tropicana Golf & Country Resort Berhad, Jalan Kelab Tropicana,
Off Jalan Tropicana Utama, Persiaran Tropicana, 47410 Petaling
Jaya, Selangor Darul Ehsan on Wednesday, 26 June 2002 at 11.00
a.m. or immediately upon conclusion of the 33rd. Annual General
Meeting or at any adjournment thereof.
Please refer to the Notice of the EGM found at
http://www.bankrupt.com/misc/TCRAP_CSM0614.doc.
IDRIS HYDRAULIC: Modifies Proposed Restructuring Exercise
---------------------------------------------------------
On behalf of Idris Hydraulic (Malaysia) Bhd, Commerce
International Merchant Bankers Berhad announced that IHMB has
decided to make the following variations to the Proposed
Restructuring Exercise as proposed on 8 September 2001:
Proposed Restructuring Exercise Includes:
* Proposed Capital Reconstruction;
* Proposed Corporate Restructuring; and
* Proposed Debt Reconstruction.
Proposals
Scheme liabilities under Scheme C(2) involving the unsecured
creditors.
Proposed Variations
The liabilities of Scheme C(2) is now reduced from RM87.616
million to RM82.167 million pursuant to the conditional
settlement agreement (SA) dated 22 March 2002 between IHMB and
KFC Holdings (Malaysia) Berhad (KFC) in relation to the Proposed
Wisma KFC Rescission, whereby IHMB will make payments to KFC for
the sum of RM6,750,000 (as compared to the provision of
RM12,199,000 as per the announcement dated 8 September 2001)
subject to any reduction that may be made under the revised
Proposed Restructuring Exercise (provided always that any such
reduction shall be on terms no less favorable than those
pertaining to other creditors in the same class under the
revised Proposed Restructuring Exercise) in settlement of all
the sums due to KFC.
Proposals
Issuance of irredeemable unsecured loan stock-A
(ICULS-A) by Idaman Unggul Sdn Bhd (Newco) pursuant to the
Proposed Debt Reconstruction.
Proposed Variations
In view of the reduction in the Scheme C(2)'s liabilities, the
proposed issuance of the ICULS-A will now be reduced from
RM136.074 million nominal value of ICULS-A to RM134.712 million
nominal value of ICULS-A.
Proposals
Proposed Disposal by Newco of IHMB and its remaining
subsidiaries and associated companies of IHMB (after the
proposed transfer of IHMB's entire equity interest in Talasco
Insurance Berhad to Newco (Residual IHMB Group)) to a special
purpose vehicle (SPV) for RM100 to be satisfied by the issuance
of 100 new Irredeemable Convertible Preference Shares of RM1.00
each in SPV to Newco. SPV is intended to be owned by a trust
company and managed by either the said trust company or a
professional firm of Public Accountants with the purpose of
disposing certain assets of IHMB to redeem the securities to be
issued by SPV. It is now proposed that the SPV be a wholly-
owned subsidiary of Newco and it will acquire the Residual IHMB
Group from Newco for a cash consideration of RM1.00.
Issuance of Redeemable Secured Loan Stocks ("SPV RSLS") and
Redeemable Unsecured Loan Stocks (SPV RULS) by SPV. It was
earlier proposed that SPV will issue SPV RSLS and SPV RULS
pursuant to the Proposed Creditors' Scheme of Arrangement.
Proposed Variations
It is now proposed that the SPV RULS will be replaced with SPV
RSLS. As such, SPV will only issue SPV RSLS pursuant to the
Proposed Creditors' Scheme of Arrangement.
The liabilities to be satisfied by the issuance of SPV RSLS
pursuant to the Proposed Creditors' Scheme of Arrangement is
also reduced from RM235,955,000 to RM234,099,000 which will now
be settled by the issuance of SPV RSLS in view of the reduction
in the Scheme C(2)'s liabilities.
The SPV RSLS will be issued in four (4) series to differentiate
the securities assigned to each series of SPV RSLS.
Issuance of new ordinary shares of RM1.00 each in Newco
(Newco Shares) (Yield Shares) as settlement of the yield of
ICULS-A and SPV RSLS. In view of the reduction in the Scheme
C(2)'s liabilities which will be partly settled by the issuance
of SPV ICULS-A and SPV RSLS, the maximum number of new Yield
Shares to be issued to satisfy the aggregate yield of 5% of the
ICULS-A and SPV RSLS (for the whole tenure of the ICULS-A and
SPV RSLS) will be reduced from 18,601,000 to 18,440,550.
Proposals
Proposed rights issue of Irredeemable Unsecured Loan Stocks-B of
RM0.10 nominal value each in Newco (ICULS-B) (Proposed Rights
Issue of ICULS-B).
Proposed Variations
In view of the reduction in the number of Yield Shares to be
issued pursuant to the Proposed Creditor's Scheme of
Arrangement, the total nominal value of ICULS-B to be issued
pursuant to the Proposed Rights Issue of ICULS-B will be reduced
from RM21,062,928 to RM21,046,828.
Proposed subscription to 150,000,000 new Newco Shares by Dato'
Che Mohd Annuar bin Che Mohd Senawi (Investor) (Proposed Shares
Subscription). It was earlier proposed that the new Newco Shares
to be issued pursuant to the Proposed Shares Subscription will
be issued in two (2) tranches as follows:
(i) Tranche 1 - 28,139,307 new Newco Shares; and
(ii) Tranche 2 - 121,860,693 new Newco Shares.
Proposed Variations
As there is now a reduction in the number of Yield Shares to be
issued, correspondingly, the new Newco Shares to be issued
pursuant to Proposed Shares Subscription in the said two
tranches will be as follows:
(i) Tranche 1 - 28,300,207 new Newco Shares; and
(ii) Tranche 2 - 121,699,793 new Newco Shares.
Please refer to Table 1, found at
http://www.bankrupt.com/misc/TCRAP_Idris0614.htmlfor the
revised summary of the revised Proposed Creditor's Scheme of
Arrangement.
EFFECTS OF THE REVISED PROPOSED RESTRUCTURING EXERCISE
(i) Share Capital
The effects of the revised Proposed Restructuring Exercise on
the share capital of IHMB and Newco are as per Table 2 at
http://www.bankrupt.com/misc/TCRAP_Idris0614.html
(ii) Net Tangible Assets (NTA) and Gearing
Based on the audited consolidated accounts of IHMB and its
existing subsidiaries and associated companies (IHMB Group) as
at 31 December 2001, the proforma effect on the NTA and gearing
of IHMB Group and Newco and its proposed subsidiaries (Newco
Group), which is provided for illustrative purposes only
assuming that the revised Proposed Restructuring Exercise were
effected on that date, is set out as per Table 3 at
http://www.bankrupt.com/misc/TCRAP_Idris0614.html
(iii) Earnings
The revised Proposed Restructuring Exercise is expected to be
completed by end 31 December 2002, as such the revised Proposed
Restructuring Exercise will not have any material effect on the
earnings of IHMB Group for the financial year ending 31 December
2002.
Newco Group is expected to return to profitability thereafter.
(iv) Substantial Shareholders The effects of the revised
Proposed Restructuring Exercise on the shareholding of the
substantial shareholders of IHMB and Newco (holding more than 5%
of the issued and paid-up share capital) based on the Register
of Substantial Shareholders of IHMB and the Register of Members
of Newco as at 28 May 2002 are as per Table 4 at
http://www.bankrupt.com/misc/TCRAP_Idris0614.html
JERASIA CAPITAL: Unit Inks RM50,000 Subordinated Loan Agreement
---------------------------------------------------------------
The Board of Directors of Jerasia Capital Berhad announced that
on 10 June, 2002, HA Options & Financial Futures Sdn Bhd
(HAOFF), a 55.47% owned subsidiary of JCB entered into a
Subordinated Loan Agreement with Dr Yong Yuan Tan, an executive
director and substantial shareholder of JCB for the granting of
a subordinated loan of principal amount of Ringgit Malaysia
Fifty Thousand (RM50,000) (Facility) by Dr Yong Yuan Tan
(Lender) to HAOFF (Borrower).
SALIENT FEATURES OF THE SUBORDINATED LOAN AGREEMENT
The salient features of the Subordinated Loan Agreement are:
Term of Facility
The Facility shall be made available by the Lender to the
Borrower for a period of three (3) years from the date that the
Facility is utilized by the Borrower or in any event, it shall
be made available for the minimum period of no less than three
(3) years from the Effective Date of the Subordinated Loan
Agreement (Scheduled Maturity Date).
Subordination
The indebtedness and the rights of the Lender against the
Borrower are subordinated to the Senior Indebtedness of the
Borrower to the intent that payment of the Indebtedness or any
part thereof is conditional upon the Borrower being solvent at
the time of payment by the Borrower and that no such payment
shall be made except to the extent that the Borrower could make
it and shall be solvent immediately thereafter.
"Indebtedness" shall mean the aggregate of all sums advanced by
the Lender to the Borrower pursuant to this Subordinated Loan
Agreement together with interest thereon and all other monies
payable by the Borrower to the Lender pursuant to this
Subordinated Loan Agreement (whether in respect of principal,
interest, additional interest, costs, expenses or otherwise).
"Senior Indebtedness" shall mean all liabilities of the Borrower
(whether as principal debtor or guarantor), which rank or are
expressed to rank ahead of the Indebtedness (but does not
include liabilities of the Borrower expressed to be subordinated
in the like manner as provided in this Subordinated Loan
Agreement).
Interest
The Borrower shall pay interest on the Loan at the rate 3.20
percent per annum (Prescribed Rate of Interest) payable on a
six-monthly basis and in the event of non-payment be capitalized
and added to the principal sum then owing and shall henceforth
bear interest at the Prescribed Rate of Interest.
Repayment
The Borrower agrees with the Lender to repay to the Lender
without demand on the Scheduled Maturity Date all such monies as
may be due by the Borrower to the Lender in respect of the
Facility in one lump sum provided always prior written approval
of Malaysia Derivatives Exchange Bhd (MDEX) has been obtained
The repayment of the Facility shall not take place on the
Scheduled Maturity Date if MDEX is not satisfied that the
Borrower is capable of continuing to comply with the minimum
financial requirements of MDEX.
The Subordinated Loan Agreement is available for inspection at
the registered office of the Company situated at Suite 11.1A
Level 11 Menara Weld 76 Jalan Raja Chulan 50200 Kuala Lumpur
from Mondays to Fridays (except public holidays) during normal
business hours.
RATIONALE FOR THE OBTAINING OF FACILITY BY HAOFF
The subordinated loan is for purpose of financing the working
capital requirements of HAOFF.
FINANCIAL EFFECTS
Share Capital
The Facility will have no impact on JCB's issued and paid-up
capital.
Earnings
The Facility will not have a material impact on the earnings of
JCB Group for the financial year ending 31 December, 2002.
Net Tangible Asset (NTA)
The Facility will not have any material impact on the NTA of JCB
for the financial year ended 31 December, 2001.
DIRECTORS AND SUBSTANTIAL SHAREHOLDERS INTEREST
Save as disclosed below, none of the other Directors and
Substantial Shareholders of JCB and persons connected to them
have any interest, direct or indirect, in the above transaction:
* Dr Yong Yuan Tan who is the Lender in the Subordinated Loan
Agreement is also an Executive Director and substantial
shareholder of JCB with 15.61% equity interest.
* Dato' Mohd Haniff bin Abd Aziz who is an Executive Director
and substantial shareholder of JCB with 13.39% equity interest
is also the director and major shareholder of Seloka Jaya Sdn
Bhd, a company who owns 44.53% equity interest in HAOFF. The
spouse of Dato' Mohd Haniff bin Abd Aziz is also a Director and
shareholder of Seloka Jaya Sdn Bhd.
APPROVALS REQUIRED
The terms and execution of the Subordinated Loan Agreement is
subject to the approval of MDEX which has been obtained on 30
May, 2002.
DIRECTORS' OPINION
Having considered all aspects of the above transaction, the
Board of Directors of JCB save for Dr Yong Yuan Tan and Dato'
Mohd Haniff bin Abd Aziz are of the opinion that the said
transaction is in the best interest of the Company.
LIEN HOE: Proposed Disposal Completed
-------------------------------------
Alliance Merchant Bank Berhad, for and on behalf of the Board of
Directors of Lien Hoe Corporation Berhad, announced that the
Disposal of 75,000,000 ordinary shares of RM1.00 each
representing the entire equity interest in Holiday Plaza Sdn Bhd
(HPSB) to Windigold Sdn Bhd (Windigold) for a consideration of
RM92,153,440 to be satisfied by cash of RM7,942,320 and
assumption of liabilities of RM84,211,120 has been completed on
6 June 2002.
Furthermore, Lien Hoe had on the same date entered into a
supplemental agreement with Windigold to finalize the sale
consideration for the Proposed Disposal at RM93,133,059, based
on unaudited financial statements of HPSB as at 31 March 2002.
The sale consideration of RM93,133,059 is to be satisfied in the
following manner:
(i) Windigold shall assume the liabilities of RM88,758,940
owing by Lien Hoe to HPSB; and
(ii) the balance of RM4,374,119 via cash payment, of which
RM2,000,000 was paid to Lien Hoe on 7 January 2002 and the
balance of RM2,374,119 was paid to Lien Hoe on 6 June 2002, the
completion date of the Proposed Disposal.
MGR CORPORATION: Submits Proposed Workout Scheme Application
------------------------------------------------------------
Arab-Malaysian Merchant Bank Berhad, on behalf of MGR
Corporation Berhad (Special Administrators Appointed), announced
that the parties to the Principal Agreement have entered into a
second supplemental agreement on 7 June 2002 to incorporate the
changes to the terms and conditions of the Principal Agreement,
as presented to and approved by Pengurusan Danaharta Nasional
Berhad on 31 May 2002. These changes were part of the Company's
Requisite Announcement dated 3 June 2002.
Further to the above, Arab-Malaysian, on behalf of the Company,
had, on 10 June 2002, submitted an application for the Proposed
Restructuring Scheme of MGR to the Securities Commission,
Foreign Investment Committee and Ministry of International Trade
and Industry.
PAN PACIFIC: Posts Defaulted Payment Status as of May 31
--------------------------------------------------------
The Board of Directors of Pan Pacific Asia Bhd announced the
Default in Payment as at 31 May 2002 of PPAB and its
subsidiaries in accordance with the Practice Note No. 1/2001.
The details are set at
http://www.bankrupt.com/misc/TCRAP_PPAB0614.xls
Early this month, TCR-AP reported that PPAB's debt-restructuring
plan is being finalized and the Company is ready to start
negotiation with the bankers. With regards to the establishment
of its new manufacturing activity, PPAB is unable to proceed
with the necessary infrastructure works in the factory as the
Company is still awaiting the issuance of the Certificate of
Fitness.
PSC INDUSTRIES: MoF OKs Unit's 5-Yr Income Tax Exemption
--------------------------------------------------------
PSC Industries Berhad announced that the Ministry of Finance
(MoF) have vide their letter dated 6 June 2002 approved a five
(5)-year income tax exemption for PSC Naval Dockyard Sdn Bhd
(PSCND), pursuant to Section 127 of the Inland Revenue Act 1967
under a special promotion package in respect of PSCND
undertaking of the construction of Offshore Patrol Vessels
(OPVs) for the Royal Malaysian Navy (RMN).
PSCND is effectively a 70% subsidiary of PSCI of which 40% is
held directly through Penang Shipbuilding & Construction Sdn Bhd
(PSC) which in turn is a wholly owned subsidiary of PSCI, while
the other 30% is held through PSC's 99.87% subsidiary Perstim
Industries Sdn Bhd.
PSCND has been awarded a contract of RM5.35 billion by the
Government of Malaysia (GOM) to design, construct and deliver
the initial six (6) OPVs for the RMN on 5 September 1998 as part
of the privatization of PSCND from the GOM undertaken on 11
December 1995. The privatization of PSCND also provides for the
right to maintain and service all equipments and vessels of RMN
over a period of fifteen (15) years.
DETAILS OF THE TAX EXEMPTIONS
The tax exemptions will be valid for a period of five (5) years
under a special promotion package for the construction of six
(6) OPVs undertaken by PSCND for the RMN.
The implementation of these tax exemptions shall be made via
methods set out under the Investment Promotion Act 1986. The tax
exemptions shall be subject to the following conditions:
(i) PSCND must assemble locally the modules of the first two
(2) OPVs, which are currently being constructed in Germany;
(ii) PSCND must construct the remaining four (4) OPVs
entirely in Malaysia;
(iii) PSCND must create local expertise and obtain technology
transfer via the secondment of local professionals to Germany;
(iv) PSCND must conduct training for its local professionals;
(v) PSCND must use local contents amounting to RM1.035
billion for a period of five (5) years as set out under the OPVs
contract;
(vi) PSCND must implement a Vendor Development Program as set
out under the OPVs contract;
(vii) PSCND must maintain a separate account for the OPVs
project; and
(viii) PSCND must present status reports to the Inland
Revenue Board every six (6) months pertaining to the fulfillment
of these conditions.
FINANCIAL EFFECTS OF THE TAX EXEMPTIONS
The tax exemption is expected to have a positive impact on
earnings and net tangible assets (NTA) of PSCI in the future.
The Company will be consulting its Tax Consultant in respect of
the tax exemption. Further announcement on the impact of the tax
exemptions on the consolidated earnings per share and NTA of
PSCI will be made when the details are available.
RENONG BERHAD: Conducts Proposed Disposals to Redeem SPV Bonds
--------------------------------------------------------------
On behalf of Renong Berhad, Commerce International Merchant
Bankers Berhad announced the following:
(i) Proposed disposal for cash by Fleet Group Sdn Bhd, a
wholly-owned subsidiary of Renong, of up to 143,076,163 ordinary
shares of RM1.00 each in Commerce Asset-Holding Berhad (CAHB
Disposal Shares), representing 11.6% equity interest therein as
at 18 March 2002; and
(ii) Proposed disposal for cash by Renong of up to 600,000
ordinary shares in First Islamic Investment Bank, E.C. Bahrain
(FIIB Disposal Shares), representing 5.3% equity interest
therein as at 31 December 2001.
DETAILS OF THE PROPOSED DISPOSALS
At the time of this announcement, the buyers for the Disposal
Shares have yet to be identified. The Disposal Shares could,
therefore, be offered to both local and/or foreign investors.
However, the Disposal Shares will not be offered to the
Directors and/or major shareholders of Renong, and/or any
persons connected with them as defined in the Listing
Requirements of Kuala Lumpur Stock Exchange.
The CAHB Disposal Shares are currently pledged as security for
the RM8.2 billion nominal value 7-year zero coupon redeemable
secured bond due in 2006 (Renong SPV Bond) issued by Renong Debt
Management Sdn Bhd to Projek Lebuhraya Utara-Selatan Berhad
(PLUS) as part of Renong's debt restructuring scheme completed
in 1999. Renong Debt Management Sdn Bhd is a subsidiary of
Renong, in which United Engineers (Malaysia) Berhad (UEM) holds
one special ordinary share. The Renong SPV Bond has been
transferred from PLUS to UEM on 31 May 2002 pursuant to PLUS's
current debt restructuring exercise.
Proposed CAHB Disposal
The consideration for the CAHB Disposal Shares will be at not
less than ninety per centum (90%) of the following:
(i) the five (5)-day weighted average market price (WAMP)
immediately prior to the date of the sale and purchase agreement
to be entered into by Fleet Group with buyer(s) to be
identified; or
(ii) the five (5)-day WAMP immediately prior to the date of
notification by Fleet Group to UEM, the holder of the Renong SPV
Bond, if the disposal of the CAHB Disposal Shares is intended to
be effected in the open market.
As at 7 June 2002, (being the most practicable date prior to
this announcement), the five (5)-day WAMP of CAHB shares is
RM8.75 per share. With the maximum ten per centum (10%) discount
to the WAMP of CAHB shares, the minimum disposal price is RM7.88
per share. On the above basis, the total gross consideration to
be received from the Proposed CAHB Disposal will amount to
RM1,127.44 million.
Proposed FIIB Disposal
The consideration for the FIIB Disposal Shares will be at not
less than the latest available audited net tangible assets (NTA)
value per share of FIIB. Based on the audited accounts of FIIB
as at 31 December 2001, the NTA of FIIB is United States Dollar
(US$)145.20 million (approximately RM551.74 million or RM49.04
per share based on the exchange rate of US$1 to RM3.80).
Presently, Renong owns 600,000 FIIB's ordinary shares
representing approximately 5.3% of the total issued and paid-up
share capital in FIIB. Based on the NTA per share of RM49.04 as
at 31 December 2001, the minimum consideration from the Proposed
FIIB Disposal will amount to US$7.74 million (approximately
RM29.42 million).
Notwithstanding the above minimum prices, the Board of Directors
of Renong will endeavor to secure the highest possible prices
for the Disposal Shares to optimize return to its shareholders.
The Disposal Shares will be disposed of free from all liens,
mortgages, charges and other encumbrances with all rights
attaching thereto.
No other liabilities are expected to be assumed by the
prospective buyer(s).
The entire net proceeds from the Proposed CAHB Disposal will be
utilized towards the partial redemption of the Renong SPV Bond
whilst the entire net proceeds from the Proposed FIIB Disposal
will be utilized for working capital purposes.
INFORMATION ON CAHB AND FIIB
Information on CAHB
CAHB was incorporated on 24 December 1956 under the Companies
Act, 1965 (Act) and was listed on the Main Board of KLSE on 3
November 1987. The authorized share capital of CAHB as at 18
March 2002 is RM1,500,000,000 comprising 1,500,000,000 ordinary
shares of RM1.00 each, of which 1,229,150,880 have been issued
and fully paid-up.
The principal activities of CAHB involve investment holding,
management company, property management, provision of
consultancy services and dealing in securities. Its subsidiaries
are involved in commercial banking and related financial
services, merchant banking and the provision of related
services, stock and sharebroking, fund management, management
services, property holding, life assurance business, finance
company business, offshore banking, discount house business,
trustee services, investment holding, futures broking, leisure
and entertainment services and nominee services.
The financial information of CAHB is set out in Table 1 at
http://www.bankrupt.com/misc/TCRAP_Renong0614.html
Information on FIIB
FIIB is an investment bank incorporated in Bahrain on 23 October
1996 under a license granted by the Bahrain Monetary Agency. The
authorized share capital of FIIB as at 31 December 2001 is
US$150,000,000 comprising 15,000,000 ordinary shares of US$10
each, of which 11,250,000 ordinary shares have been issued and
fully paid-up.
The principal activities of FIIB are direct investment,
structured financing and asset management.
The financial information of FIIB is set out in Table 2 at
http://www.bankrupt.com/misc/TCRAP_Renong0614.html
DATE AND COST OF INVESTMENT
The dates and original costs of investment of Renong in the
Disposal Shares are as set out in Table 3 at
http://www.bankrupt.com/misc/TCRAP_Renong0614.html
RATIONALE OF THE PROPOSED DISPOSALS
The structured and systematic disposal of assets to redeem the
Renong SPV Bond has always been Renong's strategy since the
completion of its debt restructuring scheme in 1999. The
Proposed Disposals are in line with the said strategy.
The Proposed Disposals will enable Renong to realize its
investment in CAHB and FIIB for an indicative minimum aggregate
consideration of RM1,156.86 million based on the prices.
The indicative minimum proceeds from the Proposed CAHB Disposal
of RM1,127.44 million will be utilized to redeem part of the
Renong SPV Bond, thus resulting in savings in interest expense
of at least RM106.00 million per annum. The proceeds from the
Proposed FIIB Disposal will be utilized for Renong's working
capital.
The Proposed Disposals are also consistent with the Renong
Group's direction of not having banking as part of its core
business.
FINANCIAL EFFECTS OF THE PROPOSED DISPOSALS
Share capital
The Proposed Disposals will not have any effect on the share
capital of Renong.
Substantial shareholding
The Proposed Disposals will not have any effect on the
substantial shareholders' shareholding in Renong.
Earnings
Details of the one-off effect on earnings of the Renong Group
are set out in Table 4 at
http://www.bankrupt.com/misc/TCRAP_Renong0614.html
NTA
Details of the effect on NTA of the Renong Group are set out in
Table 5 at http://www.bankrupt.com/misc/TCRAP_Renong0614.html
Conditions of the Proposed Disposals
The Proposed Disposals are subject to and conditional upon,
inter-alia, approvals being obtained from the following:
(i) Securities Commission (SC) for the Proposed CAHB
Disposal;
(ii) Foreign Investment Committee for the Proposed CAHB
Disposal;
(iii) Shareholders of Renong; and
(iv) Approval of any other relevant authorities and third
parties.
DIRECTORS' AND MAJOR SHAREHOLDERS' INTERESTS
None of Directors and/or major shareholders or persons connected
to them will have any interest, direct or indirect in the
Proposed Disposals as the Disposal Shares will not be offered to
any of the aforementioned persons either individually and/or
collectively.
DIRECTORS' RECOMMENDATION
The Directors of Renong, after careful deliberation, are of the
opinion that the Proposed Disposals are in the best interest of
the Company.
ADVISER
CIMB has been appointed as the Adviser to Renong for the
Proposed Disposals.
DEPARTURE FROM THE SC'S GUIDELINES
The Board of Directors of Renong is not aware of any departure
from the SC's Policies and Guidelines on Issue/Offer of
Securities in respect of the Proposed Disposals.
SUBMISSION TO THE SC
The submission to the SC for the Proposed CAHB Disposal is
expected to be made within six (6) months from the date of this
announcement.
SOUTHERN PLASTIC: Answers KLSE's Winding Up Petition Queries
------------------------------------------------------------
Southern Plastic Holdings Berhad, in response to the KLSE's
Query Letter, reference ID: PY-020606-66078 regarding the
Winding Up order filed against the Company by Arthur Andersen
Corporate Advisory Sdn Bhd, clarified the matters as follows:
1. The date of presentation of the winding-up petition was on 15
April 2002. The date the winding up petition was served to the
Company was on 6 June 2002, via notice in The Star.
2. The amount disputed under the winding up proceeding is
RM277,000 (excluding legal fees). This is the claim put in by
Arthur Andersen Corporate Advisory Sdn Bhd. There is no other
expected losses arising from the winding-up proceedings.
3. The Company does not expect any significant operational and
financial impact on the Group arising from the petition. All
operations will continue as usual.
4. The claim is in relation to the fees for consultation
services provided by Arthur Andersen Corporate Advisory Sdn Bhd
with respect to the Company's turnaround/restructuring schemes
presented to the financial institutions. There is no interest
charge incorporated to the claim.
5. The circumstances leading to the filing of the winding-up
petition was due to dispute in the consultation fees and payment
terms claimed by Arthur Andersen Corporate Advisory Sdn Bhd.
Below is the Letter from Kuala Lumpur Stock Exchange:
6 June 2002
The Director
Southern Plastic Holdings Bhd
Suite 50-11-01, Level 11,
Wisma UOA Damansara
No.50, Jalan Dungun
Damansara Heights
50190 Kuala Lumpur
Dear Sir,
Winding up order filed against Southern Plastic Holdings Bhd
("The Company") by Arthur Andersen Corporate Advisory Sdn Bhd.
We refer to your Company's announcement dated 6 June 2002 in
respect of the aforesaid matter.
In this connection, kindly furnish the Exchange immediately with
the following additional information for public release :-
1. The date of the presentation of the winding up petition and
the date the winding up petition was served on your Company.
2. The expected losses, if any arising from the winding up
proceedings.
3. The operational and financial impact on the Group, if any,
arising from the aforesaid petition.
4. The particulars of the claim under the petition, including
the interest rate.
5. The details of the default or circumstances leading to the
filing of the winding-up petition.
TAJO BHD: Releases Executive Summary; Undertakes Proposals
----------------------------------------------------------
Tajo Berhad is an affected listed issuer pursuant to Practice
Note No. 4/2001 (PN4) of the Listing Requirements of the Kuala
Lumpur Stock Exchange (KLSE) and as such, the Company is
required to comply with the relevant conditions/requirements
imposed by PN4 of the Listing Requirements of the KLSE.
On behalf of Tajo, Public Merchant Bank Berhad announced that as
part and parcel of the Company's regularization plan, the Board
of Directors of Company (Board) has deliberated and considered
to undertake the following:
(a) the proposed reduction of the Company's existing issued
and paid-up share capital of RM39,540,000 and warrants of
RM14,798,000 in accordance with the provisions of Section 64 of
the Companies Act, 1965 (Act) and consolidation of the resultant
shares and warrants thereafter (Proposed Capital
Reconstruction);
(b) the proposed cancellation of Tajo's share premium
account, pursuant to Section 64(1) of the Act, wherein the
audited share premium of Tajo as at 31 December 2001 stands at
RM17,105,963 (Proposed Cancellation of Share Premium Account);
(c) the proposed scheme of arrangement between Tajo, its
shareholders and Mithril Berhad (Mithril) under Section 176 of
the Act whereby the shareholders of the Company will exchange
one (1) new ordinary share of RM1.00 each in Mithril ("Mithril
Share") for every one (1) existing ordinary share of RM1.00 each
in Tajo upon completion of the Proposed Capital Reconstruction
(Proposed Scheme of Arrangement);
(d) the proposed fund raising exercise (Proposed Fund
Raising) comprising the following:
the proposed rights issue of 15,816,008 new ordinary shares of
RM1.00 each in Mithril (Rights Shares) together with
approximately 5,272,002 new warrants in Mithril (Warrant B) on
the basis of four (4) new Rights Shares for every one (1)
Mithril Share held after the Proposed Share Swap together with
one (1) new Warrant B for every three (3) Rights Shares issued
(Proposed Rights Issue);
the proposed issue of RM105,300,000 nominal amount of 3% 5-year
redeemable convertible secured loan stocks (RCSLS) (Proposed
RCSLS Issue);
the proposed issue of RM60,700,000 nominal amount of 8% 5-year
irredeemable convertible unsecured loan stocks (ICULS) (Proposed
ICULS Issue); and
(e) Proposed settlement of debts owing to creditors amounting
to RM171.401 million to be satisfied via the issuance of
approximately 86.49 million new Mithril Shares together with
approximately 49.82 million new Warrant B and a cash payment of
approximately RM10.5 million. (Proposed Debt Settlement).
As part of Tajo's proposed corporate exercise, PMBB is also
pleased to announce that Tajo and Mithril had on 7 June 2002
entered into conditional Sale and Purchase Agreements with the
respective parties as set out below:
(i) proposed acquisition of the entire issued and paid-up
share capital of Saferay (M) Sdn Bhd (Saferay) comprising
1,200,000 ordinary shares of RM1.00 each from Ong Kah Huat and
Cheong Chee Yun for a purchase consideration of RM48,000,000
(Proposed Saferay Acquisition) to be satisfied in the following
manner:
(a) RM17,500,000 in cash;
(b) RM30,500,000 nominal amount of 1% 5-year redeemable
convertible unsecured loan stock (RCULS) in Mithril convertible
into new Mithril Shares at par; and
(ii) proposed acquisition of twenty-nine (29) subsidiary
parcels of commercial space situated on the Ground, Mezzanine,
First, Second, Third, Fifth, Sixth, Seventh and Eighth Floors
with an approximate total area of 189,727 square feet together
with 195 units of basement carpark bays forming part of an 11
storey office building with 3 basement car park known as "Menara
MAA" located in Kota Kinabalu (MAAKK 1) from Malaysian Assurance
Alliance Berhad (MAA) for a cash consideration of RM70,000,000
(Proposed MAAKK 1 Acquisition);
(iii) proposed acquisition of sixteen (16) subsidiary parcels
of commercial space situated on the Mezzanine, Eighth and Tenth
Floors with an approximate total area of 34,996 square feet
together with 47 units of basement carpark bays forming part of
an 11 storey office building with 3 basement car park known as
"Menara MAA" located in Kota Kinabalu (MAAKK 2) from Tokojaya
Sdn Bhd (Tokojaya) for a purchase consideration of RM14,500,000
(Proposed MAAKK 2 Acquisition) to be satisfied in the following
manner:
(a) 10,000,000 new Mithril Shares at par;
(b) RM4,500,000 nominal amount of RCULS in Mithril
convertible into new Mithril Shares at par;
(iv) proposed acquisition of all the subsidiary parcels of
commercial space situated within 8 levels encompassing the whole
Basement, Level 1, Level 3, Level 5, Level 6, Level 7, Level 8
and Level 9 with an approximate total area of 50,653 square feet
forming part of an 11 storey office building with basement floor
and an open-air car park known as "Menara MAA" located in
Kuching (MAA Kuching) from MAA for a cash consideration of
RM23,100,000 (Proposed MAA Kuching Acquisition); and
(v) proposed acquisition of 5 pieces of freehold land in area
totaling 23,839 square feet held under Geran Nos. 35889, 35890,
14949, 35860 and Interim Register Geran (First Grade) No. 1252
for Lot Nos. 682, 684, 687, 213 and 212(2) respectively, Section
14, Georgetown, District of Timur Laut, State of Pulau Pinang
with a 13 storey retail/office building erected thereon,
comprising 3 levels of retail space, 5 levels of car park and 5
levels of office space with an approximate total area of 233,685
square feet known as "Menara MAA" located in Penang (MAA Penang)
from MAA for a cash consideration of RM47,300,000 (Proposed MAA
Penang Acquisition).
(The Proposed Saferay Acquisition, the Proposed MAAKK 1
Acquisition, the Proposed MAAKK 2 Acquisition, the Proposed MAA
Kuching Acquisition and the Proposed MAA Penang Acquisition are
collectively referred to as the (Proposed Acquisitions)).
(The Proposed Capital Reconstruction, the Proposed Cancellation
of Share Premium Account, the Proposed Share Swap, the Proposed
Fund Raising, the Proposed Debt Settlement and the Proposed
Acquisitions are collectively referred to as the "Proposed
Restructuring Exercise).
As at 7 June 2002, MAA and MAA Credit Sdn Bhd (MAA Credit),
being parties acting in concert, do not hold any equity interest
in Mithril. Upon completion of the Proposed Debt Settlement and
Proposed Acquisitions, MAA and MAA Credit will collectively hold
approximately 46,215,414 Mithril Shares representing 39.75% of
the enlarged issued and paid-up share capital of Mithril (before
the conversion of the RCSLS, RCULS and ICULS and the exercise of
the warrants).
Pursuant to Part II of the Malaysian Code on Take-Overs and
Mergers, 1998 (Code), MAA and MAA Credit, being parties acting
in concert will be required to extend a mandatory offer for the
remaining Mithril Shares not already owned by MAA and MAA Credit
upon completion of the Proposed Restructuring Exercise. In this
regard, MAA and MAA Credit will apply for an exemption from the
requirement to undertake a mandatory offer under Practice Note
2.9.3 of the Code (Proposed Exemption).
(The Proposed Restructuring Exercise, the Proposed Exemption and
the New Incorporation are collectively known as the "Proposals")
Further details of the Proposals, the rationale, financial
effects, directors and substantial shareholders' interests,
conditions for the Proposals, go to
http://www.bankrupt.com/misc/TCRAP_Tajo0614.doc
ZAITUN BERHAD: Requests Trading Suspension
------------------------------------------
Zaitun Berhad, further to our announcement dated 2 May 2002,
informed that the Company's application for extension of time to
make the Requisite Announcement pursuant to paragraph 5.0 of
Practice Note No 4 / 2001 (PN4) has been rejected by the
Exchange. The Exchange found that the Company has failed to make
the Requisite Announcement pursuant to paragraph 5.0 of PN4.
The Company also informed that the Exchange via its letter dated
10 June 2002 decided to impose a suspension on the trading of
the securities of the Company pursuant to paragraph 8.14 and
16.02 of the Listing Requirements. The Exchange has advised that
the trading of the securities of the Company will be suspended
with effect from 9.00 am, Tuesday, 18 June 2002 until further
notice.
Profile
The Group's core business consists of the manufacturing and
marketing of toiletries, cosmetics and food products under its
own brand name of "Zaitun". The Group is the pioneer producer
and the market leader for toiletries and cosmetic products in
the Muslim market segment. The Group's products mainly cater to
Muslim men and women with household incomes of RM500 and above.
The products are also exported to countries such as Brunei,
Singapore, Indonesia and China.
Following the termination of the last exclusive distributorship,
the Group has commenced distributing and selling its own
products. The Group has not been successful in appointing
another sole agent to distribute its products.
In January 2001, the Company had announced its proposal to
undertake a comprehensive fund raising exercise, including a
rights issue, aimed at restoring the financial health of the
Group. The Company subsequently had to abort the exercise owing
to the prevailing market conditions. Nevertheless, the Board
continues in its effort to devise another workable financial
plan to strengthen the Group's financial position.
=====================
P H I L I P P I N E S
=====================
METRO PACIFIC: e-Bank Merger Talks With Bancommerce Continue
------------------------------------------------------------
Merger talks between the Metro Pacific-owned First e-Bank Corp
and Bank of Commerce (Bancommerce) have been continuing despite
the controversial sale of First Pacific's interest in MPC to the
Gokongwei Group, the Philippine Star reports.
1st e-Bank has received bid proposal from Bancommerce, calling
for the merger of the two banks, with the Antonio Cojuangco bank
emerging as the surviving entity.
The other proposal was from Asia United Bank, which calls for
the acquisition of only the branch network and the deposit
liabilities of 1st e-Bank.
These proposals have been submitted to the Bangko Sentral ng
Pilipinas (BSP) and the Philippine Deposit Insurance Corp.
(PDIC) for evaluation and recommendation.
Both banks said they have not been given the green light to
undertake a due diligence on 1st e-Bank but both remain firm in
their bid to make the acquisition.
Last year, the MPC declared that they were looking for a buyer
of the bank stating, "it was not part of our core business."
METRO PACIFIC: Chairman Votes Shares, Defies First Pacific
----------------------------------------------------------
Manuel Pangilinan, chairman of Philippine property developer
Metro Pacific Corp, said on Tuesday he voted on his shares
during the Company's shareholders meeting.
"I voted on my shares contrary to media reports," Pangilinan
said, referring to reports that Hong Kong-based parent First
Pacific Corp. barred him from voting on company matters.
NATIONAL POWER: PSALM, Creditors in Standoff on Debt Transfer
-------------------------------------------------------------
The Power Sector Assets and Liabilities Management Corporation
(PSALM), National Power Corporation's privatization arm, is
facing a standoff in its negotiations with the lenders over the
proposed transfer of the outstanding debts of the state-run
power utility because of the delayed approval of the
privatization plan for the generation companies (gencos) and
contracts with the independent power producers (IPP).
NPC's creditors comprise of multilateral lending firms,
commercial banks, bilateral donors and bondholders, among
others.
PSALM President Edgardo del Fonso said that the talks are at a
standstill because the power firm's creditors have been
requiring that the full privatization plan of Napocor should be
presented to them first.
Once the remaining components of the Napocor privatization plan
would already be accomplished, negotiations for the transfer of
the Company debts can already be completed. As of end-December
2001, Napocor's debt was at over $9.2 billion.
The Joint Congressional Power Commission (JCPC) has already
approved the portion detailing the disposal of at least 40-
percent stake of the spinoff National Transmission Corporation
(Transco) to a private investor through a 50-year concession
arrangement.
However, the oversight congressional body was not able to
continue its deliberations on the Genco and IPP contracts
privatization, as it was pre-occupied with the investigation on
the controversial purchased power adjustment (PPA) costs in the
electricity bills.
PHILIPPINE LONG: 2001 Income Triples to Php3.4B
-----------------------------------------------
The Philippine Long Distance Telephone Co. (PLDT), the nation's
telecommunications giant, reported that its net income for 2001
tripled to 3.4 billion pesos, while net income for the first
quarter of 2002 surged to 1.3 billion pesos, more than double
the 629 million pesos recorded in the same period last year.
PLDT President and Chief Executive Officer Manuel V. Pangilinan
noted that last year's results keep them enthusiastic about the
future, and that they are confident that further improvements in
profits, cash flows, and revenues can be expected this year and
for many years to come.
Pangilinan told shareholders during its meeting Tuesday that
given the strong cash flows of PLDT's different businesses, it
can readily pay for about half of the company's loans, amounting
to $1.3 billion.
PHILIPPINE LONG: Only NTT Can Stop Gokongwei Bid
------------------------------------------------
The only party that can block Gokongwei's bid for the Philippine
Long Distance Telephone Co (PLDT) is Nippon Telegraph and
Telephone, should it exercise its right of first refusal on the
sale of PLDT shares.
"NTT is the only one that can stop this deal, by buying it...
They are the only ones, legal and financially, they have it,"
John Gokongwei Jr said in a Philippine Star report.
Gokongwei is entering a joint venture with First Pacific Co Ltd
for control of the Hong Kong firm's PLDT and Bonifacio Land
Corporation assets for US$925 million.
PLDT director Taketo Suzuki said First Pacific is not in a
position to breach an agreement allowing NTT, with a 15 percent
stake, to exercise its right of first refusal on any PLDT sale
by First Pacific.
PHILIPPINE LONG: Chief May Face Penalty for Hiding Agreement
------------------------------------------------------------
Manuel Pangilinan, chief executive officer of Philippine Long
Distance Telephone Co. (PLDT), may face sanctions for not
disclosing a side agreement between him and the Cojuangco
family.
A Today source revealed that Imelda Cojuangco and her children,
Antonio, Ramon Jr., Miguel, Trinidad and Maria Victoria, in
November 1998 entered into an agreement with Pangilinan, in
behalf of Metro Pacific Assets Holdings Inc. (Mpahi) and Larouge
BV.
Provision 3.3 of the side agreement states that "the covenant
and undertaking of the parties under this deed are of highly
personal nature. The Cojuangcos hereby waived the right of first
offer or refusal over all the shares of stock of the company
owned by the other shareholders of the company to permit the
Mpahi or LBV or their designated affiliates to purchase such
shares of stock from the registered or beneficial owners
thereof; provided further that such right of first offer or
refusal shall not concern the shares of common stock of the
(PLDT) held by Mpahi and LBV in case (both companies) are
reorganized. So, as to become affiliates of Manuel Pangilinan
and his affiliated companies or the share of stock of the
company held by Mpahi and LBV are transferred by Mpahi and LBV
to Pangilinan and to his affiliated companies."
The source explained that the agreement is still binding at
present and that no new contracts are needed to supercede it.
The source added that Hong Kong's First Pacific, which holds
24.4 percent stake in PLDT before it partnered with John
Gokongwei, has not been formally informed of such agreement.
First Pacific recently stripped Pangilinan of his right to vote
on matters related to its subsidiaries, PLDT and property
developer Metro Pacific.
PHILIPPINE LONG: Delaying Payment on $650M Debt
-----------------------------------------------
Philippine Long Distance Telephone Co. (PLDT), the country's
telecommunications giant, plans to pay half of its loans worth
$1.3 billion that would be maturing between now and 2004, while
stretching the maturity of the remaining half.
"PLDT has $1.3 billion dollars in loans maturing between now and
the year 2004. The objectives of our liability management
program are to pay down half of these loans over the next three
years and to stretch the maturity of the other half over the
longer period," PLDT's chief executive officer Manuel Pangilinan
said.
"Given the strong cash flows of our different businesses we can
readily pay for about one half of our loans or $650 million
dollars from internally generated funds," he said.
"In so far as the other half of $650 million is concerned, I am
confident that we can raise external financing to fund and
extend its maturity."
In April, PLDT issued $350 million worth of five-year and 10-
year denominated bonds to address its debt payments. The Company
is also in the process of completing the refinancing over the
longer term of certain syndicated loans believed managed by
Citibank and ING bank aggregating $260 million.
PILIPINO TELEPHONE: Told to Link Up With BayanTel
-------------------------------------------------
The National Telecommunications Commission has ordered Pilipino
Telephone Corp. (Piltel) to resolve its interconnection problem
with Bayan Telecommunications, Inc. (BayanTel) in General Santos
City (Southern Mindanao).
In a memorandum to Piltel president and chief executive officer
Napoleon L. Nazareno dated June 6, NTC Commissioner Eliseo M.
Rio, Jr. told the Philippine Long Distance Telephone Co.
subsidiary to install four E1s to improve interconnection
services in the city. An E1 is an interconnecting standard that
can support 30 simultaneous calls.
NTC gave Piltel two months to implement the directive.
In May, PilTel said it has decreased its net loss for the three
months to March to 868.9 million pesos from the year earlier
loss of 1.362 billion pesos.
Nazareno said the Company was able to cut expenses with the debt
restructuring deal signed last year.
* Metrobank, Merrill Lynch May Join Pangilinan's Counter-Offer
--------------------------------------------------------------
Financial services group Metropolitan Bank and Trust Co and
mergers-and-acquisition specialist Merrill Lynch are close to
completing the terms of their participation in a counter-offer
being prepared by Manuel Pangilinan for the 925-million-offer
offer of tycoon John Gokongwei for the First Pacific group's
stake in Philippine Long Distance Telephone Co and property
interest Bonifacio Land Corp, the Philippine Daily Inquirer
reported, citing an unidentified source.
The report said Metrobank is mainly interested in the Fort
Bonifacio central business district that Bonifacio Land is
developing, which may be absorbed by the bank's real estate
unit, Federal Land.
Merrill Lynch has reportedly committed to provide strategic
financing to Pangilinan's cause, the source said.
A senior PLDT official neither confirmed nor denied that
Metrobank and Merrill Lynch had roles in the Pangilinan camp's
projected counter-offer.
The Pangilinan camp is raising several issues raised against
Gokongwei's entry into PLDT, specifically conflict of interest,
monopoly concerns, and debt problems of Gokongwei's phone
company, Digital Telecommunications (Phils) Inc (Digitel).
PLDT's bylaws bar any competitor from its board of directors.
Digitel is the country's second-largest fixed-line operator
after PLDT. It is said to have 25 billion pesos in debt, which
would add to PLDT's own heavy debt burden in the event of a
merger.
=================
S I N G A P O R E
=================
BIL INTERNATIONAL: Announces Committee Member Changes
-----------------------------------------------------
The Board of Directors of investment firm BIL International
Limited announced Wednesday changes to members in these
committees with effect from 5 June 2002:
1. Investment Committee
1.1 Mr Arun Amarsi has replaced Mr Greg Terry as Member of the
Investment Committee.
1.2 Mr Kwek Leng San has been appointed an additional Member to
the Investment Committee.
1.3 The Investment Committee now comprises:
Tan Sri Quek Leng Chan (Chairman)
Mr Arun Amarsi
Mr Kwek Leng San
2. Remuneration Committee
2.1 Mr Tan Soo Nan has replaced Mr Quek Poh Huat as Member of
the Remuneration Committee.
2.2 The Remuneration Committee now comprises:
Hon Philip Burdon (Chairman)
Tan Sri Quek Leng Chan
Mr Tan Soo Nan
3. Corporate Governance Committee
3.1 Mr Arun Amarsi has replaced Tan Sri Quek Leng Chan as Member
of the Corporate Governance Committee.
3.2 The Corporate Governance Committee now comprises:
Mr Reggie Thein (Chairman)
Mr Arun Amarsi
BIL International has been on CreditWatch since September 2001
pending the refinancing of its US$300 million in debt due on
July 23, 2002. Standard & Poor's on March 22 has cut BIL's
rating to BB from BB+.
ELLIPSIZ LTD: Posts Notice of Change in Hay Sook's Interests
------------------------------------------------------------
Loss-making semiconductor solutions provider, Ellipsiz Ltd,
reported Wednesday a notice of change in substantial shareholder
Hay Sook Ann's interest:
Date of notice to Company: 12 Jun 2002
Date of change of interest: 11 Jun 2002
Name of registered holder: Hay Sook Ann
Circumstance giving rise to the change: Open market purchase
Shares held in the name of registered holder
No. of shares of the change: 100,000
Percentage of issued share capital: 0.0505
Amount of consideration per share excluding brokerage, GST,
stamp duties, clearing fee: $0.295
No. of shares held before change: 16,106,412
Percentage of issued share capital: 8.1345
No. of shares held after change: 16,206,412
Percentage of issued share capital: 8.185
Holdings of Substantial Shareholder including direct interest
Direct
No. of shares held before change: 16,106,412
Percentage of issued share capital: 8.1345
No. of shares held after change: 16,206,412
Percentage of issued share capital: 8.185
Total shares: 16,206,412
Ellipsiz Ltd warned last week that it will be making a $17
million to $21 million net loss before tax and after share of
associated companies' results, for the second half of its
financial year, which ends in June 2002.
KEPPEL TELECOM: Advanced Research Buys Shares for Bt409,500
-----------------------------------------------------------
Pursuant to Clause 904 of the SGX-ST Listing Manual, Keppel
Telecommunications & Transportation Ltd ("KTT") wishes to inform
that:
Advanced Research Group Co. Ltd, an associated company of KTT,
had on 24 April 2002 purchased 4,095 ordinary shares in the
issued share capital of DataOne Asia (Thailand) Co. Ltd from Mr
Min Intanate for a consideration of Baht 409,500. KTT's
effective interest in DataOne Asia (Thailand) Co. Ltd therefore
increased from 33.9% to 52.3%.
On 3 June 2002, DataOne (Asia) Pte Ltd, a subsidiary of KTT,
capitalised a sum of Baht 299,000,000 owing by DataOne Asia
(Thailand) Co. Ltd into equity in DataOne Asia (Thailand) Co.
Ltd. KTT's effective interest in DataOne Asia (Thailand) Co. Ltd
therefore increased to 60.0%.
On 12 June 2002, DataOne (Asia) Pte Ltd sold 2,424,900 ordinary
shares in DataOne Asia (Thailand) Co. Ltd, to Advanced Research
Group Co. Ltd for a consideration of S$1,000,000. The effective
interest of KTT in DataOne Asia (Thailand) Co. Ltd is therefore
reduced to 47.9%.
At the end of 2001, Keppel T&T, the telecoms arm of listed
conglomerate Keppel Corp, had negative working capital, as
current liabilities were S$718.96 million while total current
assets were only S$287.48 million.
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T H A I L A N D
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MIWAN (THAILAND): Business Reorganization Petition Filed
--------------------------------------------------------
Miwan (Thailand) Company Limited (DEBTOR), engaged in designing,
gardening and building service, filed its Petition for Business
Reorganization to the Central Bankruptcy Court:
Black Case Number 784/2545
Red Case Number- /2545
Petitioner: MIWAN (THAILAND) COMPANY LIMITED
Debts Owed to the Petitioning Creditor: Bt1,254,749,872.71
Date of Court Acceptance of the Petition: May 15, 2002
Date of Examining the Petition: June 10, 2002 at 9.00 A.M.
Contact: Mr. Tanawat Tel, 6792525 ext. 123
SANTIPHAP CO.: Gets Creditors' Approval on Debt Revamp
------------------------------------------------------
Finansa Limited, financial adviser of Santiphap Co, announced
Wednesday that the creditors of Santiphap (Hua Peng 1958),
manufacturer and distributor of canned pickle vegetable and
fruits under the Pigeon brand, held a meeting on the same day at
the Legal Execution Department.
Creditors of over 95% of total outstanding debt have voted in
favor of the debt-restructuring plan after the bankruptcy of the
company. According to the plan, the company will repay the Bt 3
billions debt to creditors at 21% of total unsecured debt, over
the period of 8 years. Moreover, creditors with collateral will
be repaid by respective collateral. With this plan, Santiphap
will have a total of Bt 800 millions debt remain, a decrease of
about Bt 1.2 billions.
"It is expected that the Central Bankruptcy Court will be
reviewing this debt restructuring plan which has been approved
by creditors within the next month. If endorsed, the plan will
clear Santiphap (Hua Peng 1958) company from bankruptcy status
and resume there normal business operation, as well as able to
continue using the company's Pigeon brand," said Mr. Vorasit
Pokachaiyapat, Executive Director of Finansa Ltd.,
"This case is very complicated because it was one of first
to agree to restructure its outstanding debt after bankruptcy.
We are glad and want to thank all creditors for their
cooperation by voted in favor of the company's debt
restructuring plan," he added.
Santiphap Co., is the pioneer of canned food manufacturing
in Thailand. Particularly the canned pickle vegetable under the
Pigeon brand is well-known among Thais and foreigners for over
50 years. The company also manufactures canned fruits under the
same brand, and the Pigeon logo has been quite popular as well.
SRIVARA REAL: Paid-Up Capital Registration Completed
----------------------------------------------------
Asset Recovery Company Limited, the Business Reorganization Plan
Administrator of Srivara Real Estate Group Public Company
Limited, informed that the Company has completely proceeded with
registration of the change in its paid-up capital from
Bt1,205,915,010 to Bt1,250,926,530 with the Registrar of Public
Limited Company, the Commercial Registration Department,
the Ministry of Commerce on June 5,2002.
THAI TELEPHONE: SET Grants Securities' Listing
----------------------------------------------
The Stock Exchange of Thailand (SET), starting from June 14,
2002, allowed the securities of Thai Telephone &
Telecommunication Public Company Limited (TT&T) to be traded on
the SET after finishing capital increase procedures.
Name : TT&T
Issued and Paid up Capital
Old : Bt28,123,446,690
New : Bt28,123,455,040
Allocate to : 835 warrants exercise to 835 common shares
Ratio : 1 : 1
Price Per Share : Bt4.85
Exercise Date : May 31, 2002
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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