/raid1/www/Hosts/bankrupt/TCRAP

/raid1/www/Hosts/bankrupt/TCRAP_Public/020617.mbx T R O U B L E D C O M P A N Y R E P O R T E R A S I A P A C I F I C Monday, June 17, 2002, Vol. 5, No. 118 Headlines A U S T R A L I A AUSDOC GROUP: Securities Trading Halted CMG CH: May 31 NAV Stands A$0.67 Per Share CTI COMM: Discloses Financial Position Pro-Forma Statement CTI COMM: Issues Top 20 Holders, Distribution Schedules ENERGY WORLD: CBA Further Defers Repayment to June 21 GENETIC TECHNOLOGIES: Hires Deloitte Touche as New Auditors OPEN TELECOMMUNICATIONS: Proposes OSS Business Divestment * S&P Posts July Quarterly Review Changes to S&P/ASX Indices C H I N A & H O N G K O N G AXA GENERAL: S&P Lowers Rating to double-Bpi BORSALINO INTERNATIONAL: Petition to Wind Up Pending CUTE TOONS: Winding Up Sought by United Overseas DAILYWIN GROUP: Updates Conditional Placing of Shares LAWRENCE CHAN: Faces Winding Up Petition SINCERE COMPANY: Narrows Operating Loss to HK$16,618 SUIT FORD: Winding Up Petition Slated for Hearing I N D O N E S I A ASURANSI JIWA: Declared Bankrupt Due to Unpaid Dividend ASURANSI JIWA: Parent Declares Bankruptcy Ruling Baseless ASURANSI JIWA: Unfounded Court Decision Appeal Underway PERUSAAHAN LISTRIK: Class Action Suit Over Poor Service Likely SINAR MAS: Agrees to Pay 20% of Debt by June 30 J A P A N ALL NIPPON: May Pull Out of Unprofitable Domestic Flights MERRILL LYNCH: May Close Six Japan Branches to Cut Costs NIPPON STEEL: Merging Stainless Steel Unit With Sumitomo Metal NIPPON TELEGRAPH: Books $329M Loss on PLDT Shares SNOW BRAND: Recalling Frozen Spinach From China TAISEI FIRE: Getting Funds From Nonlife Insurers K O R E A DAEWOO MOTOR: GM Denies Report Suzuki, SAIC to Join Accord SEOUL BANK: Sale Negotiations Beginning Soon SEROME TECHNOLOGY: Comes Under Probe for Insider Trading * Ailing Steel, Building Firms Recovering M A L A Y S I A AMSTEEL CORP.: Applies Proposed GWRS Further Time Extension BERJAYA GROUP: Enters Proposed Disposal SPA BRIDGECON HOLDINGS: Changes Venue for 9th AGM EMICO HOLDINGS: Majority Lenders Extend Cut-Off Date to Aug 7 INNOVEST BERHAD: Faces Writ of Summons, Statement of Claims LAND & GENERAL: Proposals Resolutions Passed at EGM LION CORPORATION: Seeks Sept 11 Proposed GWRS Extension NAM FATT: Gets MITI's Nod on Proposals NAM FATT: Unit Acquires Dormant Handal Saujana PERNAS INTERNATIONAL: EGM Set on June 27 TALAM CORPORATION: Dormant Unit Struck Off P H I L I P P I N E S IONICS INC: SEC Approves Increase in Number of Directors METRO PACIFIC: BLC Unit May Sell Land, Enter Into JV METRO PACIFIC: e-Bank Still in Merger Talks With Several Parties PHILIPPINE LONG: CEO Planning a Buyout to Block Takeover PHILIPPINE LONG: Jumps 0.61% as Market Awaits Sale Development PHILIPPINE LONG: Metrobank Not Source of Merrill Team-up Report PHILIPPINE LONG: Pangilinan Corrects Secret Deal Report PHILIPPINE LONG: Parent Asks Pangilinan to Bare Buyout Plans PHILIPPINE LONG: Relaunches Phone Swap Promo in Luzon S I N G A P O R E WEE POH: Council Waives Requirements for Benxi Offer T H A I L A N D BANGKOK EXPRESSWAY: Explains 20% Operating Results Excess BANGKOK EXPRESSWAY: Reduces Financial Costs PREECHA GROUP: Changes Holidays, Office Hours SURANAKORN MUANGMAI: Business Reorganization Petition Filed - - - - - - - - ================= A U S T R A L I A ================= AUSDOC GROUP: Securities Trading Halted --------------------------------------- The securities of AUSDOC Group Limited was placed in pre-open at the request of the Company, pending the release of an announcement by the Company. Unless ASX decides otherwise, the securities will remain in pre-open until the earlier of the commencement of normal trading on Monday 17 June 2002, or when the announcement is released to the market. Early this month, AUSDOC Group entered into exclusive negotiations with a party interested in acquiring its DX Express, Australian Document Exchange (GoFirst) and GoMailroom management businesses (DX Group) and decided to close its GoMail mail aggregation and sorting business. CMG CH: May 31 NAV Stands A$0.67 Per Share ------------------------------------------ CMG CH China Investments Limited announced that the unaudited net asset value (NAV) per ordinary share was A$0.67 as at 31 May 2002 (A$0.70 as at 30 April 2002). The NAV calculation values investments using current market values and exchange rates and is also after provision for tax on both realized and unrealized gains. CTI COMM: Discloses Financial Position Pro-Forma Statement ---------------------------------------------------------- CTI Communications Limited disclosed below the Pro Forma, Statement of Financial Fashion prepared subsequent to settlement of the Deed of Company Arrangement (1 March 2002) and share placement (22 May 2002) for release to market: PRO-FORMA STATEMENT OF FINANCIAL POSITION 31/12/2001 PRO FORMA Notes $ $ Assets Cash 2 253,393 1,015,519 Receivables 1,044,110 - Inventory 3 20,000 20,000 Total Assets 1,317,503 1,035,519 Liabilities Payables 1,092,779 - Provisions 464,066 - Total Liabilities 1,556,845 - Net Assets / (Deficiency) (239,342) 1,035,519 Equity Paid up Capital 4 15,658,563 1,035,519 Retained Profits (15,897,905) - Total equity (239,342) 1,035,519 The pro forma statement of financial position should be read in conjunction with the accompanying notes. NOTES TO THE PRO-FORMA STATEMENT OF FINANCIAL POSITION 1. BASIS OF ACCOUNTING The Pro-Forma Statement of Financial Position has been prepared by adjusting the Statement of Financial Position as at 31 December 2001 for the following assumptions and events: (a) Settlement of the Deed of Company Arrangement On 20 December 2001, CTI entered into a deed of company arrangement (DOCA) with the aim of being removed from administration and then being re-structured, re-capitalized and re-quoted on ASX. The following transactions occurred on or prior to the settlement of the DOCA: * all of the assets of the Company were realized and proceeds were used to satisfy creditor claims (except the ShareCall inventory which is still owned by the Company); * CTI was provided with a $450,000 debt facility to satisfy the claims of creditors, meet part of the administration expenses and remove CTl from Administration; * all of the liabilities of the Company were settled with the funds received by the Administrators; * the incumbent board of directors resigned and were replaced; and * the Company was released from Administration. b) Completion of the share placement On 22 May 2002 the Company issued 8,497,292 shares at 10c each and 4,248,646 options at 5c each (raising a gross total of $1,062,162) pursuant to a prospectus. Costs incurred in raising these funds have been offset against paid up capital. 2. CASH Reconciliation of cash movements since the reviewed Statement of Financial Position as at 31 December 2001: Opening Balance 253,393 Debt facility - converted to equity on 15 March 2002 450,000 Net outflows to settle DOCA obligations (684,374) Share placement 1,062,162 Share placement costs (65,662) Closing cash balance 1,015,519 3. INVENTORY Opening balance 20,000 Closing balance 20,000 Note - the Company owns approximately 230 ShareCall units. 4. PAID UP CAPITAL Opening Balance 15,658,563 Conversion of debt facility to equity 450,000 Share placement proceeds 1,062,162 Less: expenses incurred to raise proceeds (65,662) Write off paid up capital in accordance with section 258F of the Corporations Act (16,069,544) Closing cash balance 1,035,519 CTI COMM: Issues Top 20 Holders, Distribution Schedules ------------------------------------------------------- CTI Communications Limited issued its top 20 holders and distribution schedules: DISTRIBUTION OF SHAREHOLDERS AS AT 11/06/2002 RANGE OF HOLDINGS NO OF NO OF SHAREHOLDERS UNITS 1 - 1,000 376 105,451 1,001 - 5,000 53 106,839 5,001 - 10,000 15 124,751 10,001 - 100,000 134 6,681,968 100,001 and over 26 10,226,476 TOTAL 604 17,245,485 TOP TWENTY SHAREHOLDERS AS AT 11/06/2002 NAME NUMBER % Montt Fiduciary Pty Ltd 2,250,000 13.05 Advanced Capital Management Pty Ltd 1,367,450 7.93 Keian Holdings Pty Ltd 707,450 4.10 Harris Richard & Beckett Geoff & Gearon Gareth 600,0003.48 Dunkeld John & Greg 500,000 2.90 Terpie Pty Ltd 475,000 2.75 Barnier Matthew James 283,607 1.64 Fritz Anne 283,334 1.64 Anderson Russel B & Barbara G 250,000 1.45 Joyce Dennis & Diana 250,000 1.45 Drage Kim & Tracey 250,000 1.45 Black Planet Thoroughbred 250,000 1.45 Startrend Investments Pl 250,000 1.45 Zegna Corporation Global 250,000 1.45 Caudo Joe 250,000 1.45 Harris Richard & Susan 240,000 1.39 Singh Sargul 200,000 1.16 Hardware Support Pty Ltd 200,000 1.16 Collins Haydn 200,000 1.16 Kei Ah Wah 200,000 1.16 DISTRIBUTION OF OPTIONHOLDERS AS AT 11/06/2002 RANGE OF HOLDINGS NO OF NO OF OPTIONHOLDERS UNITS 1 - 1,000 - - 1,001 - 5,000 15 68,366 5,001 - 10,000 9 81,000 10,001 - 100,000 108 3,212,780 100,001 and over 24 8,086,500 TOTAL 156 11,448,646 TOP TWENTY OPTIONHOLDERS AS AT 11/06/2002 NAME NUMBER % Montt Fiduciary Pty Ltd 1,000,000 8.73 Advanced Capital Management Pty Ltd 915,000 7.99 Lehmann Michelley 622,500 5.44 Harris Richard & Beckett Geoff & Gearon Gareth 600,000 5.24 Dunkeld John & Greg 500,000 4.37 Terpie Pty Ltd 475,000 4.15 Keian Holdings Pty Ltd 425,000 3.71 Fry Andrew C 339,550 2.97 Zegna Corporation Global 258,000 2.25 Anderson Russell & Barbara 250,000 2.18 Joyce Dennis & Diana 250,000 2.18 Drage Kim & Tracey 250,000 2.18 Black Planet Thoroughbred 250,000 2.18 Startrend Investments Pl 250,000 2.18 Caudo Joe 250,000 2.18 Singh Sardul 200,000 1.75 Kei Ah Wah 200,000 1.75 Bates Christopher A 181,450 1.58 Hardware Support Pty Ltd 175,000 1.53 Collins Haydn 175,000 1.53 ENERGY WORLD: CBA Further Defers Repayment to June 21 ----------------------------------------------------- The Directors of Energy World Corporation Limited advised that the CBA and its appointed independent expert are continuing to evaluate and discuss with the Company plans to permit the outstanding obligations to the CBA to be paid in full. Discussions with the CBA continue to be constructive and the Directors are optimistic that a mutually agreeable outcome will be concluded in the near future. In the meantime, the CBA have agreed to defer the next repayment due to the CBA for a further period until 21 June 2002. Further details in respect of these agreements will be advised to Shareholders when matters have been resolved between the Company and the CBA. For further inquiries, please contact Mr Stewart Elliott, EWC Managing Director or Mr Brian Allen on telephone number 612-9247 6888. GENETIC TECHNOLOGIES: Hires Deloitte Touche as New Auditors ----------------------------------------------------------- Genetic Technologies Limited previously announced its intention of pursuing a NASDAQ listing in the USA, using American Depositary Receipts (ADRs). As part of the process of the NASDAQ listing, the US Securities and Exchange Commission (SEC) requires that the Company appoint a Tier One firm of auditors. Accordingly the Directors of the Company have appointed Deloitte Touche Tohmatsu as auditors of the Company. In order to facilitate this change, the previous auditors, Gould Ralph & Company have resigned, with the consent of Australian Securities & Investment Commission. Deloitte Touche Tohmatsu will audit the financial statements of the Company for the year ending 30 June 2002. Earlier this month, the Company announced the sale of all of its remaining Victorian mining assets. This disposal was achieved by GTG selling all issued shares in its wholly owned subsidiary, Mt Alexander Goldfields NL. The sale was settled on 4 June 2002. According to Wrights Investors' Service, GenTech reported losses during the previous 12 months and paid no dividends during the last 12 months. OPEN TELECOMMUNICATIONS: Proposes OSS Business Divestment ---------------------------------------------------------- Open Telecommunications Limited announced Friday that it proposes to divest its OSS Business by way of sale of assets. The Company is currently in discussions with a number of parties, who are undertaking business due diligence. At this point, no agreement has been reached. TCR-AP reported last week that the Company requested a continuation of suspension of quotation of its shares in accordance with Australia Stock Exchange Listing Rule 17.2. The Company has appointed an independent expert to prepare a report in relation to the financial position of the Company. As advised to ASX on 22 May 2002 and 30 May 2002, the report to be provided by the independent expert will include an update on the Company's cash position and long term funding, with a summary of the report to be made available to the market. The financial report is currently being prepared, but is not yet finalized. * S&P Posts July Quarterly Review Changes to S&P/ASX Indices ------------------------------------------------------------ Standard & Poor's, the leading provider of equity indices in Australia, announced that effective after the close of business on June 28, 2002, the following changes will take place in the S&P/ASX 20; S&P/ASX 50; S&P/ASX 100, S&P/ASX 200, and S&P/ASX 300 indices. These changes will be reflected in the starting portfolio of July 1, 2002, except where otherwise stated. Please note that the changes are split into two categories: the official S&P/ASX index series and the provisional S&P/ASX index series. The provisional index series is designed to reflect the index portfolios as at Oct 1, 2002 when the S&P/ASX official indices will shift to a free float basis. S&P/ASX 20 - currently contains 20 securities S&P/ASX 20 OFFICIAL INDEX: No Changes S&P/ASX 20 FREE FLOAT PROVISIONAL INDEX: REMOVAL CODE NAME PBL PUBLISHING & BROADCASTING LIMITED ADDITION CODE NAME WSF WESTFIELD HOLDINGS S&P/ASX 50 - currently contains 50 securities S&P/ASX 50 OFFICIAL INDEX: REMOVAL CODE NAME SGT SINGTEL LTD ADDITION CODE NAME BSL BHP STEEL LIMITED (expected July 15, 2002) S&P/ASX 50 FREE FLOAT PROVISIONAL INDEX: REMOVAL CODE NAME SGT SINGTEL LTD ADDITION CODE NAME BSL BHP STEEL LIMITED (expected July 15, 2002) S&P/ASX 100 - currently contains 100 securities S&P/ASX 100 OFFICIAL INDEX: REMOVAL CODE NAME ENE ENERGY DEVELOPMENTS LIMITED ADDITION CODE NAME BSL BHP STEEL LIMITED (expected July 15, 2002) S&P/ASX 100 FREE FLOAT PROVISIONAL INDEX: REMOVALS CODE NAME SGT SINGTEL LTD ENE ENERGY DEVELOPMENTS LIMITED UEL UNITED ENERGY CXP CORPORATE EXPRESS ADDITIONS CODE NAME BSL BHP STEEL LIMITED (expected July 15, 2002) APN APN NEWS & MEDIA, LIMITED AWB AWB LIMITED JUP JUPITERS LIMITED S&P/ASX 200 - currently contains 200 securities S&P/ASX 200 OFFICIAL INDEX: REMOVALS CODE NAME AUY AUIRON ENERGY ALU ALTIUM LIMITED SWS SIMEON WINES LIMITED (expected removal June 21, 2002) ADDITIONS CODE NAME BSL BHP STEEL LIMITED (expected July 15, 2002) MAPCA MACQUARIE AIRPORTS SPC SPC LTD S&P/ASX 200 FREE FLOAT PROVISIONAL INDEX: REMOVALS CODE NAME AUY AUIRON ENERGY ALU ALTIUM LIMITED SWS SIMEON WINES LIMITED (expected removal June 21, 2002) SGT SINGTEL LTD AFI AUSTRALIAN FOUNDATION INVESTMENT COMPANY MYO MYOB LIMITED IHG INTELLECT HOLDINGS LIMITED AXN AXON INSTRUMENTS INC GTP GREAT SOUTHERN PLANTATIONS LIMITED IDT INSTITUTE OF DRUG TECHNOLOGY AUSTRALIA LIMITED DJW DJERRIWARRH INVESTMENTS LIMITED HTA HUTCHISON TELECOMMUNICATIONS ADDITIONS CODE NAME BSL BHP STEEL LIMITED (expected July 15, 2002) MAPCA MACQUARIE AIRPORTS SPC SPC LTD SFE SFE CORPORATION LIMITED NUF NUFARM LIMITED ASB AUSTAL LIMITED HSP HEALTHSCOPE LIMITED CRS CROESUS MINING NL CEY CENTENNIAL COAL GUD GUD HOLDINGS AHD AMALGAMATED HOLDINGS DVC DCA GROUP LIMITED S&P/ASX 300 - currently contains 291 securities S&P/ASX 300 OFFICIAL INDEX: REMOVALS CODE NAME SWS SIMEON WINES LIMITED (expected removal June 21, 2002) CPB CAMPBELL BROTHERS TIF TECHNOLOGY INVESTMENT FUND TMT TYNDALL MERIDIAN IWI INTERNATIONAL WINE INVESTMENT FUND RMG RMG LIMITED GRO GROPEP LTD BTA BIOTA HOLDINGS MXO MATRIX OIL NL VLS VITA LIFE SCIENCES LIMITED SKD STOCKFORD LIMITED VWD VILLA WORLD LTD ADDITIONS CODE NAME BSL BHP STEEL LIMITED (expected July 15, 2002) MAPCA MACQUARIE AIRPORTS SPC SPC LTD S&P/ASX 300 FREE FLOAT PROVISIONAL INDEX: REMOVALS CODE NAME: SWS SIMEON WINES LIMITED (expected removal June 21, 2002) SGT SINGTEL LTD AFT AUSTRALIAN FOUNDATION INVESTMENT COMPANY CPB CAMPBELL BROTHERS TIF TECHNOLOGY INVESTMENT FUND TMT TYNDALL MERIDIAN IWI INTERNATIONAL WINE INVESTMENT FUND RMG RMG LIMITED GRO GROPEP LTD BTA BIOTA HOLDINGS MXO MATRIX OIL NL VLS VITA LIFE SCIENCES LIMITED SKD STOCKFORD LIMITED VWD VILLA WORLD LTD ANM AUSTRALIAN MAGNESIUM UEC UECOMM LIMITED ETW EVANS & TATE LIMITED OIL OPTISCAN IMAGING LIMITED AUN AUSTAR UNITED MST METAL STORM LIMITED PWT POWERTEL LIMITED ECP ECORP LIMITED ADDITIONS CODE NAME BSL BHP STEEL LIMITED (expected July 15, 2002) MAPCA MACQUARIE AIRPORTS SPC SPC LTD SFE SFE CORPORATION LIMITED RCD RECORD INVESTMENTS LIMITED Company additions to and deletions from a Standard & Poor's index do not in any way reflect an opinion on the investment merits of the company. ================================ C H I N A & H O N G K O N G ================================ AXA GENERAL: S&P Lowers Rating to double-Bpi -------------------------------------------- Standard & Poor's has lowered its rating on AXA General Insurance Hong Kong to double-Bpi from triple-Bpi. "The rating on AXA General Insurance Hong Kong reflects the company's continued unfavorable operating performance and its reduced capitalization. These factors are offset by the company's good market position," said S&P analyst Connie Wong. S&P said although AXA General's underwriting results improved in 2000, they deteriorated again last year due to an increase in outstanding claims to HK$91M and a provision of HK$120M for unexpired risks. The company's solvency ratio, shareholders' funds divided by net premium income, fell to 83% last year from 101% in 2000. But the agency said the level was still adequate BORSALINO INTERNATIONAL: Petition to Wind Up Pending ---------------------------------------------------- The petition to wind up Borsalino International (H.K.) Limited will 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 4, 2002 by Chu Siu Ching Kitty of Flat E, 27th Floor, Block 3, Bauhinia Garden, Tseung Kwan O, Kowloon Hong Kong. CUTE TOONS: Winding Up Sought by United Overseas ------------------------------------------------ United Overseas Bank Limited is seeking the winding up of Cute Toons Limited. The petition was filed on April 9, 2002, and will be heard before the High Court of Hong Kong on July 17, 2002 at 9:30 am. United Overseas holds its registered office at Suite 2504-6, 25th Floor, Gloucester Tower, The Landmark, 11 Pedder Street, Central, Hong Kong. DAILYWIN GROUP: Updates Conditional Placing of Shares ----------------------------------------------------- Dailywin Group Limited was advised by Wang On Group Limited and Town Health International Holdings Company that both have separately entered into the Placing Agreements with the Placing Agent on 13th June, 2002. Pursuant to the Placing Agreements, the Placing Agent conditionally agrees to, on or before the fifth Business Day following the completion of the Acquisition (or the Wang On Disposal assuming the Town Health Disposal does not proceed) or at such other date as may be agreed between the parties, place down, on a fully underwritten basis by the Placing Agent, various Shares then owned by Wang On and Town Health (if applicable) as follows: 1. upon completion of both the Wang On Disposal and the Town Health Disposal, the Placing Agent undertakes to place an aggregate of 4,500,000,000 Shares and 1,500,000,000 Shares beneficially owned by Wang On and Town Health respectively, at a price of HK$0.01 per Share to the Independent Placees; or 2. upon completion of the Wang On Disposal (but assuming the Town Health Disposal does not proceed), the Placing Agent undertakes to place an aggregate of 6,000,000,000 Shares beneficially owned by Wang On, at a price of HK$0.01 per Share, to the Independent Placees. Assuming both the Wang On Disposal and the Town Health Disposal are completed, upon completion of the Placing Agreements, the shareholding interest of Wang On and Town Health in the Company will be reduced (from approximately 75.04 and 23.86%) to approximately 42.40% and 12.99% respectively and the remaining balance of approximately 44.61% will be held by the public. If only the Wang On Disposal is completed, upon completion of the Wang On Placing Agreement, the shareholding interest of Wang On in the Company will be reduced (from approximately 98.56%) to approximately 41.41% and the remaining balance of approximately 58.59% will be held by the public. LAWRENCE CHAN: Faces Winding Up Petition ---------------------------------------- The petition to wind up Lawrence Chan Holding Company Limited is scheduled for hearing before the High Court of Hong Kong on July 24, 2002 at 9:30 am. The petition was filed with the court on April 17, 2002 by Lok Mei Mei of D2 Devon Court, 16 Cornwall Street, Kowloon, Hong Kong. SINCERE COMPANY: Narrows Operating Loss to HK$16,618 ---------------------------------------------------- The Sincere Company Limited announced on 13 June 2002: (stock code: 244) Year end date: 28/2/2002 Currency: HK$ Auditors' Report: Neither Review of Interim Report by: N/A (Audited) (Audited) Last Current Corresponding Period Period from 1/3/2001 from 1/3/2000 to 28/2/2002 to 28/2/2001 ('000) ('000) Turnover : 369,977 377,116 Profit/(Loss) from Operations : (16,618) (176,790) Finance cost : (29,669) (61,757) Share of Profit/(Loss) of Associates: (11,316) (35,973) Share of Profit/(Loss) of Jointly Controlled Entities : NIL NIL Profit/(Loss) after Tax & MI : (58,054) (268,810) % Change over Last Period : N/A EPS/(LPS)-Basic : (10.1 cents) (46.8 cents) -Diluted : N/A N/A Extraordinary (ETD) Gain/(Loss) : NIL NIL Profit/(Loss) after ETD Items : (58,054) (268,810) Final Dividend per Share : NIL NIL (Specify if with other options) : N/A N/A B/C Dates for Final Dividend : N/A Payable Date : N/A B/C Dates for (-) General Meeting : N/A Other Distribution for Current Period : NIL B/C Dates for Other Distribution : N/A SUIT FORD: Winding Up Petition Slated for Hearing ------------------------------------------------- The petition to wind up Suit Ford Limited is set for hearing before the High Court of Hong Kong on July 17, 2002 at 9:30. The petition was filed with the court on April 12, 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 ================= ASURANSI JIWA: Declared Bankrupt Due to Unpaid Dividend ------------------------------------------------------- The Jakarta Commercial Court has declared PT Asuransi Jiwa Manulife bankrupt. It failed to pay former shareholder PT Dharmala Sakti Sejahtera a dividend, AFX-Asia reports, citing Judge Hasan Basri. "The court decided that Manulife must pay the dividend as it was already approved by a shareholders meeting in the 2000 AGM," Judge Hasan Basri said. Asuransi Jiwa Manulife's bankruptcy petition was filed by Paul Sukran, appointed receiver in Dharmala Sakti's liquidation, after Manulife failed to pay dividend to Dharmala in the amount of Rp22.3 billion for the financial year 1999. Manulife Lawyer Sheila Salomo said Asuransi did not distribute the dividend because it needed cash for working capital. ASURANSI JIWA: Parent Declares Bankruptcy Ruling Baseless --------------------------------------------------------- Manulife Financial Corp. said the bankruptcy ruling against its unit, PT Asuransi Jiwa Manulife Indonesia, for non-payment of 1999 dividends has no legal basis, Canada Newswire reported. Manulife says that as only the shareholders and not the Company have the right to declare or withhold dividends, and at the annual shareholders meeting in 2002 they decided not to declare dividends for 1999, Asuransi Jiwa Manulife does not have any legal authority or basis to declare a dividend payment. Manulife believes that Judge Hasan Basri received significant financial enticement to make the ruling. Paul Sukran, PT Dharmala Sakti Sejahtera appointed receiver, is closely associated with the Gondokusumo family, the previous owners of Dharmala Sakti. "Manulife will protest the ruling to the highest levels available and will fight what is clearly an outrageous decision with all the tools at our disposal," said Vic Apps, Asia Executive Vice President and General Manager. ASURANSI JIWA: Unfounded Court Decision Appeal Underway ------------------------------------------------------- PT Asuransi Jiwa Manulife Indonesia's President, Philip Hampden Smith, reconfirmed on Friday the Company's commitment to Indonesia and its policyholders and stated that the verdict "was a clear cry to the top levels of the Indonesian government for help to prevent a business meltdown." He issued his statements less than 24 hours after Presiding Judge Hasan Basri of the Jakarta Commercial Court declared Manulife Indonesia bankrupt for the non-payment of 1999 dividends. Mr. Smith continued, "This ruling is outrageous. Financially, Manulife Indonesia is one of the most solvent companies in Indonesia with a level of risk-based capital well above the required 120 per cent. Legally, this is a case that has absolutely no merit. From a business perspective, Manulife Indonesia is far from bankrupt, with more than 320,000 loyal policyholders, a staff of more than 4,000, and the strongest balance sheet in the insurance industry with Rp3.1 trillion in assets." "This verdict is clearly not in line with the Indonesian government's recent commitment to legal reform. It was widely reported in the local media that on Tuesday, June 11 that the Coordinating Minister of the Economy, Dorodjatun Kuntjoro Jakti, signed a supplement letter to the Letter of Intent VI with the International Monetary Fund, stating Indonesia's solid commitment to improving the legal system. Thursday's ruling against PT AJMI is a clear indicator of the urgency of this reform." "Despite this unbelievable ruling, I would like to assure all policyholders that their policies remain protected by Manulife Indonesia, and that we are fully dedicated to doing everything we can to ensure our employees and customers are not negatively impacted by these criminal acts," added Hampden Smith. "We have not intention of leaving Indonesia, now or in the future." PT AJMI lawyers are already in the process of appealing the decision to the Supreme Court of Indonesia. "This absurd and ridiculous court decision was based on the latest attack launched by a group of individuals who are exploiting the weak court system to try to extort money from PT AJMI," added Mr. Hampden-Smith. "This group, we call them the Lucas-Dharmala gang, need to understand that we will not be the victim of embezzlement and that we will pursue this case until we prevail. The time must come in Indonesia where law abiding companies will see the court system as a protector of their rights and not as a threat to their continuity." The shocking Commercial court decision is a particular blow to the Indonesian economy, as already shaky investors further withhold much needed capital investment, thinking twice about investing in a country with such legal uncertainty. Mitch New, Legal Counsel for ManulifeAsia, said: "It is time for the top levels of the Indonesian government to step in and demonstrate to the local and international communities that they are in control. Though technically these proceedings have gone through the Indonesian court system, this utterly illogical and unjustifiable verdict reflects the absence of law and justice in this country." "This verdict has placed the Indonesian government at the point of no return. Something must be done immediately," added Mr. New. About Manulife Indonesia PT Asuransi Jiwa Manulife Indonesia was ranked the number one insurance company in Indonesia by Info Bank magazine in September 2001. The company offers the most comprehensive products and services in the life insurance industry and is the largest foreign joint venture insurance company and fourth largest life insurer in the country, with a 10 per cent market share. Headquartered in Jakarta, Manulife Financial's Indonesian subsidiaries operate through a network of 73 branches in 33 cities throughout Indonesia with the support of almost 4,000 staff and full-time agents, who serve more than 400,000 customers. About Manulife Financial Manulife Financial is a leading Canadian-based financial services group operating in 15 countries and territories worldwide. Through its extensive network of employees, agents and distribution partners, Manulife Financial offers clients a diverse ranges if financial protection products and wealth management services. Funds under management by Manulife financial were CAD $146.7 billion as at March 31, 2002. Manulife Financial Corporation trades as `MFC' on the TSX, NYSE and PSE, and under `0945' on the SEHK. Manulife Financial can be found on the Internet at www.manulife.com For further information, please contact: Edwin Pieroelie/Debbie Wibowo Indo Pacific on behalf of Manulife Financial Ph: 62-816-1810-872 PERUSAAHAN LISTRIK: Class Action Suit Over Poor Service Likely -------------------------------------------------------------- A coalition of non-governmental organizations (NGOs), concerned about the poor service provided by the state electricity company, Perusaahan Listrik Negara (PLN), set up complaint posts to monitor consumer response to regular PLN-imposed electricity blackouts, Jakarta Post reported Friday, citing Aryanto, an activist with the Center for the Study of Government Strategy and Policy (Pussbik). "The operation of these posts at several places here is part of our preliminary action before we file a class action suit against PLN. We can no longer wait for the Indonesian Consumers' Foundation (YLKI) to follow up on the consumers' complaints," Aryanto said. Aryanto said the center had received many complaints that electric irons, television sets, air conditioners, rice cookers and computers had been damaged due to fluctuating voltage and the irregular electricity supply from PLN. Since January 26 this year, blackouts have been taking place once every three days, causing damage to the Way Besai Hydro Power Plant, which supplies electricity to the province. PLN has been sued before for its poor service. A class action suit was filed by the Jakarta-based YLKI with the Central Jakarta District Court following a one-day blackout across the national capital in 1997. SINAR MAS: Agrees to Pay 20% of Debt by June 30 ----------------------------------------------- Sinar Mas has agreed to the decision of Oversight Committee on Financial Sector (OCFS) to speed up the payment of 20 percent of its total US$.25 billion debt on June 30 to the Indonesian Bank Restructuring Agency (IBRA), Bisnis Indonesia reports, quoting Spokesman Yan Partawijaya. "Sinar Mas will make consolidation to implement the decision. However we are still confused by the decision. We want to clarify on some matters, among other cash flow of 39 SMG companies at IBRA," Yan Partawijaya said. IBRA has threatened to freeze Sinar Mas collateral assets should it fail to meet the request. Sinar Mas last year surrendered to IBRA assets equal to 145 percent of its debt owed to PT Bank Internasional Indonesia, in return for IBRA acting as guarantor over its debts to the bank. ========= J A P A N ========= ALL NIPPON: May Pull Out of Unprofitable Domestic Flights --------------------------------------------------------- All Nippon Airways Co (ANA) may withdraw from domestic flight routes with low profitability to battle the new airline to be created in October through the merger of rival carriers Japan Airlines Co. (JAL) and Japan Air System Co (JAS). "Our efforts alone cannot attain sufficient demand for some local routes," ANA President and Chief Executive Officer, Yoji Ohashi, said. Earlier, the Tokyo-based airline said it would increase the number of flights on popular destinations such as Sapporo and Fukuoka. All Nippon reported last month a net loss of 9.5 billion yen for the year ended in March, the airline's fourth annual loss in five years. MERRILL LYNCH: May Close Six Japan Branches to Cut Costs -------------------------------------------------------- Merrill Lynch & Co., the world's biggest securities firm, may close as many as six of its remaining eight retail brokerage branches in Japan as part of it's plan to slash costs and exit unprofitable businesses, Merrill President Stanley O'Neal said. By the end of the year, Merrill Lynch Japan Securities Co. could only retain branches in Tokyo and Osaka, which account for about 80 percent of its business from individual investors, said the Merrill official. The branches Merrill is considering closing are in Sapporo, Sendai, Nagoya, Takamatsu, Fukuoka and Kumamoto, scattered on Japan's four main islands. Merrill Lynch spokesman Takayuki Inoue denied the firm will rush to shutter more branches. "We've already done a drastic restructuring, so there is no such move to make a further cutback," Inoue said. In Sendai, in northern Japan, Merrill moved to a smaller office in Aoba-Dori Plaza Building on April 30 to reduce costs. Two other branches in Takamatsu and Sapporo also moved to smaller, less prominent locations in April. Merrill's Japan retail brokerage posted a net loss of 8.4 billion yen in the year ended March 2001. It had losses of 7.4 billion yen a year earlier and 8.8 billion yen the year before that. NIPPON STEEL: Merging Stainless Steel Unit With Sumitomo Metal -------------------------------------------------------------- Nippon Steel Corp. has agreed with Sumitomo Metal Industries Ltd. to merge their stainless steel businesses to strengthen competitiveness, the Associated Press reported. Under the basic agreement signed by the Japanese steel makers, they will integrate operations by the end of September. Nippon Steel spokeswoman Yoshiko Shin said many details have yet to be worked out, including whether a new company would be formed and what stakes the parent firms may take in a new entity. Steelmakers have been pressured to cut costs amid falling steel prices, while the world's steel industry undergoes realignment for more efficiency in a global market. Last year, Nippon Steel announced an alliance with Kobe Steel Ltd. Competitors Kawasaki Steel Corp. and NKK Corp. also plan to merge under a holding company in October. NIPPON TELEGRAPH: Books $329M Loss on PLDT Shares ------------------------------------------------- Nippon Telegraph and Telephone Corp. (NTT) booked a 16.4 billion pesos ($329 million) appraisal loss in the shares of Philippine Long Distance Telephone Company last year, but is still reported to be intent on holding on to its stake. The share price of the Philippine phone company has skidded from 1,370 pesos plus in 1998-1999 when NTT first bought the shares to an average of 420 pesos this year. NTT Communications Corp., a long-distance unit of NTT, owns a 15 percent stake in PLDT, and is considered one of the key players in the takeover battle for PLDT. Filipino-Chinese businessman John Gokongwei, who 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, earlier said that NTT was the only giant that could thwart his bid. SNOW BRAND: Recalling Frozen Spinach From China ----------------------------------------------- Snow Brand Milk Products Co, the ailing dairy product maker based in Shinjuku-ku, Tokyo, will recall frozen spinach products its subsidiary produces in China and markets in Japan because they were found to contain residual amounts of the pesticide chlorpyrifos. The Company said the products do not present a public health threat, but will be recalled as a precaution. Frozen food products company, Katokichi Co., was also ordered by the Kagawa prefectural government to recall frozen spinach products it imported from China after they were found to contain levels of pesticide residue that exceed legal limits. Earlier this month, Snow Brand Milk said it will recall its whipped cream and ice cream products with banned flavorings. TAISEI FIRE: Getting Funds From Nonlife Insurers ------------------------------------------------ Taisei Fire & Marine Insurance Co. can probably make payouts after Hiroyuki Uemura, Chairman of the Marine & Fire Insurance Association of Japan Inc., said that other non-life insurers agreed Thursday to use industry-pooled funds to help the failed insurer. Sompo Japan Insurance Inc., which will take over Taisei Fire's policies, has yet to specify how much of the funds it needs. Taisei administrators have said they expect to request between 8 and 9 billion yen. Taisei filed for bankruptcy protection in November, with losses estimated at between 70 billion yen and 90 billion yen, after its reinsurance operations faltered under massive payout obligations following the September 11 terrorist attacks on the United States. Splitting off its reinsurance division is aimed at preventing the payouts from bringing down the rest of the Company. The Company will submit its final rehabilitation plans to the Tokyo District Court June 28, which will include the set-up of a reinsurer in Bermuda and the transfer the reinsurance business to the new entity. Initial assets will total 100 billion yen. ========= K O R E A ========= DAEWOO MOTOR: GM Denies Report Suzuki, SAIC to Join Accord ---------------------------------------------------------- General Motors Corp. denied a Seoul Economic Daily report that Japan's Suzuki Motor Corp. and China's Shanghai Automotive Industry Corp. have agreed to join the U.S. automaker in buying Daewoo Motor Co.'s assets. The daily, citing unidentified officials from Daewoo Motor and creditors, reported that Suzuki and Shanghai Auto will pay $150 million for 25 percent of a venture between General Motors and Daewoo Motor. General Motors spokesman Rob Leggat said his company's partners in the acquisition of the assets of Daewoo Motor have not been decided. "We're still in discussions," he said. In April, General Motors said it would join partners to acquire assets of bankrupt South Korean car maker for $1.17 billion in cash and assumed debt. Korea Development Bank, the major creditor of Daewoo Motor, also denied the Seoul Economic Daily report. SEOUL BANK: Sale Negotiations Beginning Soon -------------------------------------------- An official from the state-run Korea Deposit Insurance Corp. (KDIC) said Wednesday that negotiations for the sale of a 51 percent stake in Seoul Bank may begin soon as several domestic and foreign financial institutions and companies have already expressed interest in taking over the ailing bank. Goldman Sachs, lead manager of the sale of Seoul Bank, plans to send detailed data on the bank's operation and financial statements, to several potential buyers. It will screen potential buyers to arrange for them to conduct due diligence on the bank. The KDIC official declined to say how many information memorandums will be sent out due to confidentiality. LG Investment & Securities banking analyst Lee Jun-jae said six potential buyers are currently contending for the takeover of Seoul Bank. They are Hana Bank, Chohung Bank, Korea Exchange Bank, a Dongwon Group-led consortium, a Dongbu Group-led consortium, and HPI, a European-based investment firm. KDIC holds a 100 percent stake in Seoul Bank, which received a total of 5.6 trillion won in public funds. The government has injected 610.8 billion won into the bank for its recapitalization following the 1997-98 financial crisis. SEROME TECHNOLOGY: Comes Under Probe for Insider Trading -------------------------------------------------------- The Financial Supervisory Service (FSS) has launched an investigation on Serome Technology on charges that employees and shareholders of the Kosdaq-registered firm engaged in illegal market transactions. According to the Korea Herald, FSS is investigating the controlling shareholder, managerial staff and the relatives of founder Oh Sang-soo for raking in illegal profits by using undisclosed information of Serome Technology. The FSS alleges these illegal company transactions occurred on November 15 last year, immediately before rumors that Dialpad, Serome Technolgy's U.S. subsidiary that offers free-of-charge Internet telephone services, was going to go bankrupt. Relatives of founder Oh are also being investigated for allegedly raising illegal profits by selling off 380,000 shares last year. Serome Technology is currently showing a dull performance based on low earnings and equity prices, which fell another 3.6 percent as of Wednesday. * Ailing Steel, Building Firms Recovering ----------------------------------------- Ailing steel and construction companies that went into court receivership or debt-workout programs are fast recovering as institutional investors and healthy firms show interest in making investments in such companies. Investors are looking at mergers and acquisition (M&A) projects or resale of companies after their restructuring. According to a Korea Herald source, debt ratio of steel pipe and construction material manufacturer Kum Kang Industrial dropped sharply from 580 percent at the end of last year to the current 73 percent after it received a 10 billion won investment from KTB Network late last year and succeeded in pulling 776 billion won in a debt-for-equity swap. Kia Steel is also expected to improve as the demand for its steel products balloons and its factory- operating ratio reaches 100 percent. The company is expected to post 500 billion won in sales and 20 billion won in operating profit this year. Auto parts material manufacturer Shinhwa Steel recently selected LG Securities as its agent and is looking for a new owner. Meanwhile, Korea Industrial Development is drawing interest from large corporations that are looking to enter the construction market amid the current boom. The construction company reduced its debt ratio from 538 percent at the end of last year to 133 percent as of the end of May. =============== M A L A Y S I A =============== AMSTEEL CORP.: Applies Proposed GWRS Further Time Extension ----------------------------------------------------------- Amsteel Corporation Berhad has on 11 June 2002 submitted an application to the KLSE for a further extension of time to 11 September 2002 to obtain all outstanding regulatory approvals for the proposed group wide restructuring scheme (Proposed GWRS). As announced on 9 March 2002, the KLSE approved the Company's application for an extension of time to 11 June 2002 for the Company to obtain all necessary approvals from the regulatory authorities of its Proposed GWRS pursuant to Practice Note No. 4/2001. The Company also announced on 9 May 2002 that it obtained approvals from the Foreign Investment Committee, Ministry of International Trade and Industry and Bank Negara Malaysia for the Proposed GWRS. The Proposed GWRS is still awaiting the approval of the Securities Commission. BERJAYA GROUP: Enters Proposed Disposal SPA ------------------------------------------- Berjaya Group Berhad, further to its announcement dated 3 June 2002 on the Proposed Disposal of 20% Equity Interest in BHLB Pacific Trust Management Berhad to BHL Venture Berhad (BHLV) for a total cash consideration of RM40,000,000 (Proposed Disposal), informed that the Company and BHLV on 11 June 2002 entered into a sale and purchase agreement (SAP) for the Proposed Disposal. The abovementioned agreement will be available for inspection at the registered office of the Company at 11th Floor, Menara Berjaya, KL Plaza, 179 Jalan Bukit Bintang, 55100 Kuala Lumpur during the normal office hours, except public holidays, for a period of 3 months from the date of this announcement. BRIDGECON HOLDINGS: Changes Venue for 9th AGM -------------------------------------------- Bridgecon Holdings Berhad (Special Administrators Appointed), in reference to its June 5 announcement regarding its Ninth Annual General Meeting for the year 2001, informed that the venue for holding the AGM has been changed from Seminar Room, Kelab Darul Ehsan, Taman Tun Abdul Razak, 68000 Ampang, Selangor to Function Room II, Kuala Lumpur Golf & Country Club, No 10, Jalan 1/70D, off Jalan Bukit Kiara, 60000 Kuala Lumpur. The date, time and agenda of the meeting remain the same as mentioned in the Notice of 9th AGM, which is on 28 June 2002 at 10.00 a.m. EMICO HOLDINGS: Majority Lenders Extend Cut-Off Date to Aug 7 -------------------------------------------------------------- The Board of Directors of Emico Holdings Berhad announced that Arthur Andersen Corporate Advisory Sdn Bhd had on behalf of the Company obtained written consents from the Majority Lenders as defined in the Debt Restructuring Agreement (DRA) dated 8 August 2001 being 6 (six) of the 11(eleven) lenders representing 85.12 percent of the total Principal Indebtedness for the extension of time of the Cut-Off Date for a further two (2) months from 7 June 2002 to 7 August 2002. INNOVEST BERHAD: Faces Writ of Summons, Statement of Claims ----------------------------------------------------------- Innovest Berhad announced that a Writ of Summons and Statement of Claims had been filed at the Kuala Lumpur High Court on 16 May 2002 for a claim of US$1,315,200 together with interest at 8% per annum from the date of the Writ until full payment and costs. 1) The details of default or circumstances leading to the filing of the Writ of Summons and Statement of Claim on the Company IB had signed a Sale and Purchase Agreement with Man Fai Tai Congo Holdings Ltd Sarl (MFT) on 12 January 2002 (Agreement) for the disposal of the forestry machines and equipment located in the Republic of Congo and Democratic Republic of Congo. The terms and conditions of the Agreement among others, requires MFT to pay a 10% deposit upon execution of the Agreement. However, MFT had failed to comply with the terms of the Agreement and thereby repudiating the Agreement. MFT had filed the abovesaid Writ of Summons and Statement of Claim, alleging that IB had breach the agreement for failure to deliver the forestry machines and equipment. 2) The financial and operational impact on the Group There is no material financial and operational impact to the Group. 3) The expected losses Apart from the legal fees to be incurred, the Company is not expected to suffer any losses. 4) The steps taken and proposed to be taken by IB in respect of the Writ of Summons and Statement of Claim The Company's solicitors will file the defense to refute the claims and the Company will keep all relevant parties informed on the development in due course. LAND & GENERAL: Proposals Resolutions Passed at EGM --------------------------------------------------- On behalf of the Board of Directors of Land & General Berhad, Commerce International Merchant Bankers Berhad announced that all the resolutions as set out in the Notice of Extraordinary General Meeting dated 28 May 2002 in relation to the Proposals have been duly passed by the shareholders of L&G at the Extraordinary General Meeting of the Company held on Wednesday. The Proposals refers to: * Proposed Acquisitions by L&G of 300,000 Ordinary Shares of RM1.00 each in Clarity Crest Sdn Bhd (CC), Key Century Sdn Bhd (KC) and Lembah Beringin Sdn Bhd (LB) representing 30% Equity Interest in CC KC and LB respectively, all of which are 70% owned subsidiaries of L&G, and 6,600 Redeemable Preference Shares (RPS) of RM1.00 Each Representing 30% of the issued and Paid-Up RPS of LB, from Kl-Kepong Property Holdings Sdn Bhd (KLKPH) for a total cash consideration of RM13,821,300; * Proposed Disposal by CC of 29 Pieces of Land Measuring 1,529.78 acres in total located at Mukim of Kerling and Mukim Sungai Gumut, District of Hulu Selangor, Selangor Darul Ehsan to KLKPH for a total cash consideration of RM45,893,400; and * Proposed Settlement by L&G of approximately RM207.4 million of amount owing by the L&G Group via swapping with 29,634,164 ordinary shares of RM1.00 each of Bumi Armada Berhad (BAB), representing 47% of the issued and paid-up share capital of BAB LION CORPORATION: Seeks Sept 11 Proposed GWRS Extension ------------------------------------------------------- The Kuala Lumpur Stock Exchange, as announced on 9 March 2002, approved Lion Corporation Berhad's application for an extension of time to 11 June 2002 for the Company to obtain all necessary approvals from the regulatory authorities of its proposed group wide restructuring scheme (Proposed GWRS) pursuant to Practice Note No. 4/2001. The Company also announced on 9 May 2002 that it obtained approvals from the Foreign Investment Committee, Ministry of International Trade and Industry and Bank Negara Malaysia for the Proposed GWRS. The Proposed GWRS is still awaiting the approval of the Securities Commission. Accordingly, the Company has on 11 June 2002 submitted an application to the KLSE for a further extension of time to 11 September 2002 to obtain all outstanding regulatory approvals for the Proposed GWRS. NAM FATT: Gets MITI's Nod on Proposals -------------------------------------- Commerce International Merchant Bankers Berhad, on behalf of the Board of Directors of Nam Fatt Corporation Berhad, in reference to its announcement dated 31 December 2001 pertaining to the Proposals, announced that the Ministry of International Trade and Industry (MITI) has, via its letter dated 10 June 2002, approved these proposals: (a) the proposed conversion of up to RM278.265 million of the scheme borrowings and up to RM6.735 million of the bank guarantees, if any, into RM285,000,000 of RM1.00 nominal value 8-year 2.0% irredeemable convertible unsecured loan stocks 2002/2010; and (b) proposed renounceable rights issue of RM10,064,512 of RM0.10 nominal value 8-year zero coupon irredeemable convertible unsecured loan stocks 2002/2010 (ICULS-B) at 100% of its nominal value on the basis of RM1.10 nominal value of ICULS-B for every ten (10) ordinary shares of RM1.00 each. The aforesaid approval of the MITI is however subject to the conditions: (a) the approval of the Securities Commission; and (b) Nam Fatt increases its Bumiputera equity interest to at least 30% by 1 June 2005. The Proposals comprises: * Proposed Loans Restructuring Scheme; * Proposed Additional Issue; * Proposed Rights Issue; and * Proposed Increase in Authorized Share Capital NAM FATT: Unit Acquires Dormant Handal Saujana ---------------------------------------------- The Board of Directors of Nam Fatt Corporation Berhad announced that Swissma Building Technologies Sdn Bhd (Company No. 444319- T), a subsidiary of the Company, has on 10 June 2002 acquired the entire issued and paid up share capital of Handal Saujana Sdn Bhd (Company No. 579849-X) comprising two (2) ordinary shares of RM1.00 each for a total cash consideration of Ringgit Malaysia Two Thousand and Three Hundred (RM2,300.00) only. Handal Saujana Sdn Bhd was incorporated on 13 May 2002 and is currently dormant. The Acquisition is not expected to have any material effect on the earnings and net tangible assets of NFCB for the financial year ending 31 December 2002. None of the Directors and substantial shareholders of NFCB have any interest, direct or indirect in the abovesaid acquisition. TCR-AP reported on May 7 that the Foreign Investment Committee approved the Proposals subject to the condition that Nam Fatt increases its Bumiputera equity interest to at least 30% before 30 June 2005. The Proposals are: * Proposed Loans Restructuring Scheme; * Proposed Additional Issue; * Proposed Rights Issue; And * Proposed Increase In Authorized Share Capital PERNAS INTERNATIONAL: EGM Set on June 27 ---------------------------------------- Pernas International Holdings Berhad advised that an Extraordinary General Meeting of the Company will be held at Mahkota Ballroom, BR Floor, Hotel Istana, 73 Jalan Raja Chulan, 50200 Kuala Lumpur on Thursday, 27 June 2002 at 11.30 a.m. or immediately following the conclusion or adjournment (as the case may be) of the Annual General Meeting of the Company, whichever is later, for the purpose of considering and if thought fit, to pass the following resolution: ORDINARY RESOLUTION PROPOSED SHAREHOLDERS' MANDATE FOR RECURRENT RELATED PARTY TRANSACTIONS OF A REVENUE OR TRADING NATURE "THAT subject to the Companies Act, 1965, the Memorandum and Articles of Association of the Company and the Listing Requirements of the Kuala Lumpur Stock Exchange, approval be and is hereby given to the Company's subsidiaries to enter into the Recurrent Related Party Transactions with interested Director, interested substantial shareholder or interested person connected with such Director or substantial shareholder as specified in Section 4 of the Circular to Shareholders dated 12 June 2002 (Subject Circular) provided that such arrangements and/or transactions are: (i) recurrent transactions of a revenue or trading nature; (ii) necessary for day-to-day operations; (iii) carried out in the ordinary course of business on normal commercial terms which are not more favorable to the related party than those generally available to the public and are not detrimental to the minority shareholders; and (iv) disclosure is made of the aggregate value of Recurrent Related Party Transactions conducted pursuant to the shareholders' mandate in the Company's annual report providing a breakdown of the aggregate value of the Recurrent Related Party Transactions made during the financial year, amongst others, based on: (a) the type of the Recurrent Related Party Transactions made; and (b) the names of the related parties involved in each type of the Recurrent Related Party Transactions made and their relationship with the Company, and for the avoidance of doubt, any such transactions entered into by the Company or its subsidiaries with an interested Director, interested substantial shareholder or interested person connected with a Director or substantial shareholder of the Company as set out in section 4 of this Circular to Shareholders from 1 June 2001 up to the date of the EGM be and are hereby approved and ratified. The shareholders' mandate given in this resolution, which is subject to annual renewal and will take effect from the date at which this mandate is passed and shall apply in respect of the Recurrent Related Party Transaction entered or to be entered into from and including 1 June 2001 and shall continue to be in force until the earlier of: (i) the conclusion of the next annual general meeting ("AGM") of the Company following the extraordinary general meeting at which this mandate is to be passed, at which time it will lapse, unless by a resolution passed at the AGM, the authority is renewed; (ii) the expiration of the period within which the next AGM after this date is required to be held pursuant to section 143(1) of the Act, but shall not extend to such extension as may be allowed pursuant to section 143(2) of the Act; or (iii) revoked or varied by resolution passed by shareholders of the Company in general meeting, whichever is earlier. AND FINALLY THAT the Directors and/or any of them be and are hereby authorized to complete and do all such acts and things (including executing such documents as may be required by the relevant authorities) to give effect to the transactions contemplated and/or authorized by this resolution AND THAT the estimates given of the transactions specified in Section 4 of the Subject Circular being provisional in nature, the Directors and/or any of them be and are hereby authorized to agree to the actual amount or amounts thereof provided always that such amount or amounts comply with procedures set out in Section 6 of the Subject Circular." TALAM CORPORATION: Dormant Unit Struck Off ------------------------------------------ Talam Corporation Berhad announced that Talam Resources Sdn Bhd, a dormant subsidiary of Talam has been struck off from the register by the Registrar of Companies pursuant to powers conferred by subsection 308(4) of the Companies Act, 1965 and accordingly dissolved. ===================== P H I L I P P I N E S ===================== IONICS INC: SEC Approves Increase in Number of Directors -------------------------------------------------------- Ionics Inc., the biggest listed Philippine electronics maker, said that it has received the Certificate of Filing of Amended Articles of Incorporation dated 10 June 2002, issued by the Securities and Exchange Commission approving the amendment of the Articles of Incorporation of the Corporation, which increased the number of directors from 9 to 10. In May, Ionics said it would shut down its unprofitable U.S. subsidiary, Ionics USA Inc, due to uncertainties in the industry and also to cut losses. The Company said it would also sell Ionics USA in California, and its Ionics II manufacturing plant and the land where it is located in the Philippines, as they were no longer necessary for Ionics' operations. For inquiries, contact Manuel Roxas, Corporate Secretary for Ionics Inc, at telephone (632) 889 8572. METRO PACIFIC: BLC Unit May Sell Land, Enter Into JV ---------------------------------------------------- Bonifacio Land Corp. (BLC), a unit of property developer Metro Pacific Corp, intends to either sell land or enter into joint ventures this year with large retail developers interested in mixed-use projects, the Manila Bulletin reports. Bonifacio Land has a 55 percent interest in Fort Bonifacio Development Corp, developer of the 150-hectare Fort Bonifacio Global City. Hong Kong's First Pacific decided on June 4 to release its 50.4 percent stake in BLC to the Gokongwei group. First Pacific owns BLC through subsidiary Metro Pacific Corp. METRO PACIFIC: e-Bank Still in Merger Talks With Several Parties ---------------------------------------------------------------- Metro Pacific Corp unit First e-Bank Corp said merger and direct investment talks with several parties are continuing. "At present, as in the normal procedure, these proposals are still with the regulatory agencies for evaluation," it said. It said no definite agreements have so far been reached with any parties. The Troubled Company Reporter - Asia Pacific earlier reported the bank is holding "extensive discussions" with Bank of Commerce (Bancommerce) for a possible merger, despite the controversial sale of First Pacific's interest in MPC to the Gokongwei Group. 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. PHILIPPINE LONG: CEO Planning a Buyout to Block Takeover -------------------------------------------------------- Philippine Long Distance Telephone Co. President and Chief Executive Officer, Manuel Pangilinan is trying to arrange for a management buyout to block First Pacific Corp.'s plan to sell a controlling stake in the phone company to Philippine tycoon John Gokongwei. According to a Senior Executive close to Mr. Pangilinan, who declined to be named, confirmed Thursday that the businessman is working with PLDT Chairman Antonio Cojuangco, to put together a bid for PLDT, which carries $3.45 billion in debt. The executive added that U.S. banking group J.P. Morgan Chase is advising Mr. Pangilinan on the deal. The Hong Kong-based parent decided to sell its controlling interest after seeing the value of its PLDT stake and other Philippine assets slip to just 35% of what First Pacific paid for them several years ago. Mr. Pangilinan, together with PLDT directors, opposes First Pacific's proposed sale of a 24.4 percent stake in the phone company to Mr. Gokongwei, as it violates PLDT's bylaws, which prohibit a representative of a telecom competitor from holding a seat on its Board. PHILIPPINE LONG: Jumps 0.61% as Market Awaits Sale Development -------------------------------------------------------------- Shares of Philippine Long Distance Telephone Co rose 2.50 pesos or 0.61 percent to 412.50 on volume of 770 shares as the market waited for more developments on the prospective sale of a 24.4 percent stake in the country's telecommunications giant. Dealers said the market is waiting to see whether PLDT President Manuel Pangilinan and Chairman Antonio Cojuangco will present a counter-offer to the $925 million joint venture of local tycoon John Gokongwei and Hong Kong's First Pacific. At 0250 GMT Thursday (10:50 p.m. EDT Wednesday), PLDT shares were down 15 pesos at 407.50 pesos on 25,500 shares traded. The stock is outpacing the Philippine Stock Exchange's 9.06-point, or 0.7 percent, decline to 1265.30. PHILIPPINE LONG: Metrobank Not Source of Merrill Team-up Report --------------------------------------------------------------- Metropolitan Bank & Trust Co., the Philippines' largest bank in terms of assets, said Friday it is not the source of a report by the Philippine Daily Inquirer that it is helping fund a counteroffer to local tycoon John Gokongwei's bid to acquire a controlling stake in Philippine Long Distance Telephone Co. The bank issued the statement to the Philippine Stock Exchange to clarify a Thursday report from the Philippine newspaper that it is teaming up with Merrill Lynch & Co. to fund the counteroffer being prepared by PLDT's management. The Gokongwei group and Hong Kong's First Pacific Co. said earlier this month they would form a joint venture to acquire First Pacific's 24.4 percent PLDT stake and 50.4 percent of Bonifacio Land Corp. PHILIPPINE LONG: Pangilinan Corrects Secret Deal Report ------------------------------------------------------- Philippine Long Distance Telephone Co. (PLDT) President and CEO Manuel V. Pangilinan corrected an inaccurate report that appeared in Today's June 13 issue regarding sale-related agreements entered into by 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. 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. "In the report, it was claimed, by an unnamed source, that certain of these agreements were not disclosed to First Pacific. This claim is false and spurious; it is not in accord with the facts," Pangilinan said. "All the sale and sale-related [transactions] executed in November 1998 were known and disclosed to First Pacific and, more particularly its General Counsel, Mr. Ronald A. Brown. First Pacific was also represented by reputable Philippine and foreign law firms, and they participated in the negotiation, preparation, and closing of all of these agreements." PHILIPPINE LONG: Parent Asks Pangilinan to Bare Buyout Plans ------------------------------------------------------------ First Pacific Co. Ltd. (FPC) has asked its Executive Chairman, Manuel V. Pangilinan, to immediately disclose to the Hong Kong- based company's Board of Directors whether he is or proposes to become involved in a management buyout of its 24.4 percent stake in the Philippine Long Distance Telephone Co. (PLDT), the Philippine Star reported. There have been persistent reports that Pangilinan is teaming up with company chairman Antonio O. Cojuangco and major stockholder Alfonso Yuchengco, for a management buyout of First Pacific's stake in PLDT. There are also rumors that parties outside of PLDT, including Metrobank and the Ayala group, may help raise the money needed to better Gokongwei's offer. The FPC Board has prepared a formal protocol that sets out a summary of the concerns and guidelines to be followed in the consideration and execution of the proposed sale of part of its interest in PLDT to the Gokongwei group. The protocol, reminded all interested directors, in particular Pangilinan, that a director "must act in what he honestly and reasonably believes to be in the best interest of First Pacific and its shareholders as a group, and not in his other interests or the interests of some other person or entity." PHILIPPINE LONG: Relaunches Phone Swap Promo in Luzon ----------------------------------------------------- Philippine Long Distance Telephone co. (PLDT) hopes to grab its competitors' market in Northern Luzon and in the Greater Metro Manila area, through the relaunch of its phone swap promo, BusinessWorld reports. "With the favorable response we got in the first promo which generated 10,858 new subscribers, we decided to do it again last June 2 and were able to acquire to date some 230 subscribers," PLDT local services product manager Patrick S. Tang said. PLDT initiated its Digi-Monster Phone Swap Promo to acquire the landline subscribers of competitive telephone companies in the provinces. It is now being offered in Malolos and Guiguinto in Bulacan, San Fernando and Angeles City in Pampanga, Balanga in Bataan, Gapan in Nueva Ecija, Cabanatuan, San Pablo, Dagupan, San Fernando in La Union, Tuguegarao, Laoag and Aparri, all within Central and Northern Luzon. Residents of Dasmari�as, Rizal, Kawit and Cavite City, Tagaytay, Calamba, Sta. Rosa and San Pedro in Laguna, and Tanauan, Lipa City and Batangas City in Batangas (all in Southern Luzon) can also avail of the promo that offers free installation and first month fee. ================= S I N G A P O R E ================= WEE POH: Council Waives Requirements for Benxi Offer ---------------------------------------------------- Further to the 16 May 2002 announcement regarding Benxi's application to the Securities Industry Council for a waiver exempting Benxi and its concert parties from having to make a general offer pursuant to the Placement, the Board of Directors of construction firm, Wee Poh Holdings Limited, would like to provide an update to the shareholders on the status of this matter. The Council, on 12 June 2002, waived the requirement for Benxi and its concert parties to make a general offer for the Company pursuant to the Placement, subject to these conditions: (i) a majority of the independent shareholders of the Company approve, on a poll, a separate resolution (the "Whitewash Resolution") to waive their rights to receive a general offer from the Company and its concert parties. Such Whitewash Resolution must be passed prior to the completion of the Placement; (ii) the Whitewash Resolution being separate from other resolutions, including the resolution to issue new Company shares; (iii) Benxi and its concert parties and parties not independent of it abstain from voting on the Whitewash Resolution; (iv) the Company appoints an independent financial advisor to advise its independent shareholders on the Whitewash Resolution; (v) Benxi and its concert parties have not acquired and will not acquire any of the Company's shares: (a) during the period between the announcement of the Placement and the date shareholders' approval is obtained for the Whitewash Resolution; (b) in the 6 months prior to the announcement of the Placement but subsequent to negotiations, discussions or the reaching of understandings or agreements with the directors of the Company in relation to the Placement; (vi) the Company sets out clearly in the circular to its shareholders:- (a) details of the issue of new Company shares to Benxi and its concert parties pursuant to the Placement; (b) the dilution effect to existing Company shareholders of issuing new Company shares to Benxi and its concert parties; (c) the total voting rights attached to the new Company shares to be issued to Benxi and its concert parties; (d) a clear and prominent reference to the fact that Benxi and its concert parties, having obtained more than 49% voting rights of the Company, will henceforth be free to acquire further Company shares without incurring any obligation under Rule 14 of the Singapore Code on Take-overs and Mergers to make a general offer for the Company; (e) a specific and prominent statement that by voting for the Whitewash Resolution, shareholders are waiving their rights to a general offer from Benxi and its concert parties at the highest price paid or agreed to be paid by Benxi and its concert parties for voting shares in the Company in the 6 months prior to the announcement of the Placement; (vii) that the waiver granted by Council to Benxi and its concert parties from the requirement to make a general offer is subject to the conditions stated at (i) to (vi) above; (viii) the Company obtains the Council's approval in advance for those parts of the circular that refer to the Whitewash Resolution; and (ix) the Placement must be completed within 3 months of obtaining the Company's shareholders' approval of the Whitewash Resolution. The Company will be appointing an independent financial advisor to advise independent shareholders on the Whitewash Resolution. The Company is in the process of preparing a circular to the shareholders in relation to, amongst others, the Whitewash Resolution and all the transactions contemplated under the Conditional Placement Agreement and the Heads of Agreement as announced on 16 May 2002. Upon finalization of the circular and receipt of the approval of the circular from the Council and the Singapore Exchange Securities Trading Limited, the circular will be issued to the shareholders and the Company will convene and extraordinary general meeting to approve, amongst others, the Whitewash Resolution and the Proposed Transactions. =============== T H A I L A N D =============== BANGKOK EXPRESSWAY: Explains 20% Operating Results Excess --------------------------------------------------------- Bangkok Expressway Public Company Limited explained the change of operating results, which fell in excess of 20 percent compared to the same period the previous year. The Company and its subsidiary, in a consolidated result, has net profit amounting to Bt346 million, Bt180 million or 109 percent more than net result in the first quarter of the previous year of which net profit amounting to Bt166 million. The reasons are summarized: 1) Due to the growth in traffic volume of all system, toll revenue and amortization of right to operate completed expressway sectors, therefore, are higher than those of the first quarter of 2001. 2) As a mainly result from increasing in provision for land acquisition and expressway operation expenses, operating and administration expenses is higher than the record of the first quarter of prior year. 3) Due to the Declining Minimum Lending Rate of long-term loan and a continuously declining long term loan from repayment , interest expense in the first quarter of this year is lower than the same quarter of last year. 4) The Company's promotional privileges from the Board of Investment is expired in last year, corporate income tax is calculated and accounted in this quarter. TCR-AP reported on April 16 that Bangkok Expressway expects to complete the refinancing of its Bt37.60 billion (US$864.25 million) debt by the end of this year. The Company has been in talks with commercial banks Bangkok Bank PCL, Krung Thai Bank PCL, Siam Commercial Bank PCL and Thai Military Bank PCL to be financial advisers for the Company's debt refinancing. BANGKOK EXPRESSWAY: Reduces Financial Costs ------------------------------------------- Bangkok Expressway Public Company Limited and its subsidiary entered into credit facilities agreements in the amount of approximately Bt37,000 Million on 13 June 2002 to refinance their existing loans. The significant changes are: 1. Interest Rate Loan interest rate will be reduced from a floating rate of MLR per annum as follows: 1.1 During the first three years, the loan will be divided into two portions as follows: * The first portion is subject to a fixed interest rate of 6.00% per annum; * The second portion is a floating interest rate equal to MLR - 1.00% per annum. 1.2 During the following three years, the interest rate is a floating rate equal to MLR - 0.50% per annum. 1.3 For the remaining term until expiration of the agreements, the interest rate is a floating rate equal to MLR per annum. 2. Payment of Dividends The requirement of maintaining reserve funds of Bt2,000 Million prior to distribution of dividends is cancelled. In this respect, the Company will be able to pay dividends of up to 60% of the net annual profit. If the dividends are to be paid in excess of such rate, the approval of the Lenders is required. 3. Financial Impact of the Execution of the Credit Facilities Agreements The execution of the credit facilities agreements has incurred financing costs, which will be recorded in full by the Company and its subsidiary as expenditure in the second quarter of the year 2002 in accordance with generally accepted accounting principles. In this respect, the interest rate reduction will result in a net reduction of the financing costs of the Company and its subsidiary throughout the term of the credit facilities agreements by approximately Bt1,700 Million. PREECHA GROUP: Changes Holidays, Office Hours --------------------------------------------- Preecha Group Public Company Limited informed that it would change the weekend holidays and office hours: Head Office Working days Monday to Friday Office hours 8.00 am. to 4:30 pm. Weekend holidays Sat, Sun and Official holidays Project Office Working days Monday Sunday Office hours 09.00 a.m. to 05.00 p.m. This will be effective on June 17, 2002 thereafter. On May 20, TCR-AP reported that the Company and its subsidiaries have a net loss from the operation at Bt45.147 million. In comparison, the Company had net loss from the operation at Bt75.180 million at the end of the 1st quarter of last year. In fact, the reduction of the net loss was the result of debt restructuring in 2002. SURANAKORN MUANGMAI: Business Reorganization Petition Filed ----------------------------------------------------------- Suranakorn Muangmai Company Limited (DEBTOR), engaged in sale and hire of land and immovable property, filed its Petition for Business Reorganization to the Nakorn Ratchasima Provincial Court: Black case Number L.F. 1/2541 Red case Number L.F. 1/2541 Petitioner :Suranakorn Muangmai Company Limited Planner: Mr. Ueychai Viravan and Ms. Kunyanon Kamonyabodt Debts Owed to Creditors: Bt109,114,572.59 Court Order: Denied Acceptance of the Petition on May 15,1998 Reason: Failure to Show Reasonable Grounds and Methods for Business Reorganization S U B S C R I P T I O N I N F O R M A T I O N Troubled Company Reporter -- Asia Pacific is a daily newsletter co-published by Bankruptcy Creditors' Service, Inc., Trenton, NJ USA, and Beard Group, Inc., Washington, DC USA. Lyndsey Resnick, Maria Vyrna Nineza-Merlin, Maria Cristina Pernites-Lao, Editors. Copyright 2002. All rights reserved. ISSN: 1520-9482. This material is copyrighted and any commercial use, resale or publication in any form (including e-mail forwarding, electronic re-mailing and photocopying) is strictly prohibited without prior written permission of the publishers. Information contained herein is obtained from sources believed to be reliable, but is not guaranteed. The TCR -- Asia Pacific subscription rate is $575 for 6 months delivered via e-mail. Additional e-mail subscriptions for members of the same firm for the term of the initial subscription or balance thereof are $25 each. For subscription information, contact Christopher Beard at 240/629-3300. *** End of Transmission ***