/raid1/www/Hosts/bankrupt/TCRAP_Public/020704.mbx
T R O U B L E D C O M P A N Y R E P O R T E R
A S I A P A C I F I C
Thursday, July 4, 2002, Vol. 5, No. 131
Headlines
A U S T R A L I A
ANSETT GROUP: Kendell Sale Contract Signed
AUSTRIM NYLEX: Makes Strategic Exit From Motor Fleet Business
CMG CH: Releases Restructuring Status Update
CMG CH: Issues June 25 NAV Summary
DVT HOLDINGS: Gains on Deconsolidation of NA Entities
MOSSBROOK PTY: Former Director, Adviser Banned for Life
OPEN TELECOMMUNICATIONS: Requests for Continued Suspension
PASMINCO LIMITED: Aquila to Review Provisional Proof of Debt
PRESTON RESOURCES: Closer to Restructuring After Court Approval
RADLY CORPORATION: Panel Received Application Re Isis Takeover
C H I N A & H O N G K O N G
CP POKPHAND: Will Likely Meet Debt Payments
ENVIRO-CHEM ENGINEERING: Petition to Wind Up Pending
SHENG ZHAN: Hearing of Winding Up Petition Set
TECHCAP HOLDING: Price, Turnover Movements Unexplainable
WO KEE: Enters Debt Settlement Agreement With MHI
I N D O N E S I A
BANK NIAGA: Too Low Price Will Halt PO, Says IBRA
TEXMACO GROUP: Newcos to Issue Exchangeable Bond to IBRA
J A P A N
IWATAYA DEPARTMENT: Isetan May Expand Capital Injection
NISSHIN STEEL: Moody's Reviews Baa2 Rating, Possible Downgrade
OBAYASHI CORP: S&P Cuts Ratings to BB+pi
SNOW BRAND: President Drafts Three-Stage Recovery Plan
TAISEI FIRE: Reducing Insurance Claim Payouts
* Moody's Lowers Credit Ratings of Six Large Japanese Banks
* Japan Construction Firms' Credit Weak -S&P
K O R E A
DAEWOO ELECTRONICS: Daewoo Electric to Acquire Ailing Firm
DAEWOO MOTOR: June Sales Fell 17%
HYNIX SEMICONDUCTOR: Selects KEB Chief as CEO
KOOKMIN BANK: KSE Requests Treasury Stock Purchase Plan Update
M A L A Y S I A
BERJAYA GROUP: Discloses Revised Proposal Details
BRIDGECON HOLDINGS: 9th AGM OKs Proposed Articles Amendments
BRIDGECON HOLDINGS: Inks Restructuring Agreement With NLF
CHASE PERDANA: Shareholders OK All 26th AGM Resolutions
CHG INDUSTRIES: Reaches Settlement Agreement With Premier, NLS
GEAHIN ENGINEERING: Replies KLSE's Legal Suit Query
LION LAND: Proposes Change of Company Name
MANCON BERHAD: All Resolutions Approved at 24th AGM
OLYMPIA INDUS.: Proposes Corp Structure Internal Reorganization
PAN MALAYSIA: Creditors Voluntarily Wind-Up Unit
SPORTMA CORP.: Messrs. Yeang & Co Re-Appointed as Auditors
SRIWANI HOLDINGS: Enters Settlement Agreement With SCB
SRIWANI HOLDINGS: Inks DRA W/ Scheme Creditors on New Proposals
TAI WAH: Proposed Special Issues Unable to Raise Financing
TAJO BHD: Audited Financial Statements Approved, Adopted
P H I L I P P I N E S
FAIRMONT HOLDINGS: Approves Amendment Notice
PILIPINO TELEPHONE: Names Independent Directors
PHILIPPINE LONG: JG Summit Clarifies News Article
PHILIPPINE LONG: NTT May Sell Long Distance Stake
S I N G A P O R E
ADVANCED SYSTEMS: Posts $17.7M Loss in FY02
ALLIANCE TECHNOLOGY: Discloses Creditors First Meeting July 5
DBS GROUP: Subsidiaries Enter Liquidation
FHTK HOLDINGS: Posts Notice of Shareholder's Interest
INTRACO LIMITED: Proposes Capital Restructuring
T H A I L A N D
EMC PUBLIC: June Convertible Bonds Conversion Canceled
KRISDAMAHANAKORN PUBLIC: SET Grants Listed Securities
MEDIA OF MEDIAS: Disposes of 90,000 TV Thunder Shares
RATTANA REAL: Posts Q202 Operating Results
THAI GYPSUM: Files Business Reorganization Petition
THAI HEAT: Increases Registered Capital
* DebtTraders Real-Time Bond Pricing
- - - - - - - -
=================
A U S T R A L I A
=================
ANSETT GROUP: Kendell Sale Contract Signed
------------------------------------------
Kendell Airlines Administrators Mark Mentha and Mark Korda
revealed the completion of a binding sale contract to sell
Kendell Airlines to the Australia-wide Consortium.
The selection of Australiawide as preferred bidders was
announced on 7 May, 2002. Settlement and transfer of ownership
is scheduled to occur on 21 July, 2002.
"We are especially pleased that the new owners have agreed to
continue the employment of some 600-650 Kendell and Hazelton
staff in their new airline operation.
"The new airline to be headquartered in Sydney, with its
operational base in Wagga Wagga is planned to be a low cost,
high quality carrier operating both Saab 340 and Meter 23
aircraft on regional routes in new South Wales, Victoria, South
Australia and Tasmania.
"The signing of the sale contract is another major step towards
the transition out of administration and into new ownership,"
Mark Korda said.
"Certain condition precedents apply including identification of
ongoing staff, assignment of leases etc that are normal to a
sale such as this. The final step is settlement on 21 July,
2002."
To manage the transition of the airline to Australiawide
ownership, a Kendell transitional Board to be chaired by Mr
Korda, has been established and will meet for the first time
this afternoon.
The Board including representatives of Kendell, and
Australiawide management will meet weekly to ensure conditions
precedent are met and to manage the orderly transition of the
business.
The new Australiawide Kendell will be headquartered in Sydney,
with its operational base in Wagga Wagga is planned to be a low
cost, high quality carrier operating both Saab 340 and Meter 23
aircraft on regional routes in new South Wales, Victoria, South
Australia and Tasmania.
Kendell Airlines operates flights between Melbourne and Albury,
Wagga Wagga, Merimbula, King Island, Mildura, Portland, Mt
Gambier, Devonport, Burnie, and Canberra; between Sydney and
Canberra, Wagga Wagga and Albury; and between Adelaide and Mount
Gambier, Ceduna, Broken Hill, Whyalla, Port Lincoln, Olympic
Dam, Kangaroo Island and Coober Pedy.
The Administrators acknowledged the efforts of Kendell staff,
and the assistance of the Federal Government in achieving key
sale conditions and thanked the Hon John Anderson, Acting Prime
Minister and Minister for Transport & Regional Services, for his
personal attention on behalf of regional Australia.
"This has been an anxious time for our Kendell staff who have
steadfastly served their customers and carried on their business
in a most professional manner," Mr Korda said.
"We restarted Kendell Airlines in September 2001 with Government
support and have operated flights to key regional centers in
four states for close to 10 months."
"All parties involved in Kendell Airline's future well recognize
Kendell is an important part of the regional infrastructure of
New South Wales, Victoria, South Australia and Tasmania," Mr
Korda said.
Meanwhile, Air New Zealand-Ansett Australia Group released an
EXECUTIVE SHARE OPTION PLAN on July 1, 2002. To see a copy of
the plan, go to
http://www.bankrupt.com/misc/TCRAP_Ansett0704.pdf
AUSTRIM NYLEX: Makes Strategic Exit From Motor Fleet Business
-------------------------------------------------------------
The Directors of Austrim Nylex Limited announced Wednesday that
the group has reached an agreement to sell its motor
vehicle fleet in South Australia to the South Australian
Government.
The sale of the fleet, a business of AH Plant Hire and
comprising 424 motor vehicles, was executed for $6.9 million.
The fleet, which formed part of the Department of Highways and
Light Vehicles business, was acquired by AH Plant Hire in 1997.
Managing Director and Chief Executive of Austrim Nylex, Mr Peter
Crowley, said "The fleet business was non-core to our plant hire
division and reflects management's intention to exit our non-
core operations. The South Australian Government was the logical
buyer of the fleet and we wish them well with its ongoing
ownership and management".
He added, "We now have an experienced management team in place
in our corporate head office and each of our five core operating
divisions: Plant Hire, Building Products, Plastics Products,
Automotive Products and Engineered Products, and we are working
hard to return the group to a solid footing, with strong revenue
and profit".
CMG CH: Releases Restructuring Status Update
--------------------------------------------
The Directors of CMG CH China Investments Limited said Wednesday
that the restructuring of the Company is proceeding to plan. The
majority of the Investment Portfolio was successfully
transferred to the New Era PRC Fund on Monday 24 June
2002. In consideration for the transfer of the Investment
Portfolio the Company has been allotted 4,507,424 Units in the
New Era PRC Fund. At the date of transfer these Units were
valued at US$45.1 million (A$79.3 million). The Directors expect
to announce details regarding the distribution of these Units to
shareholders on or around Monday 8 July 2002.
Shareholders are reminded that in order to receive Units in the
New Era PRC Fund you are required to confirm you are:
* not a US Person;
* not holding shares on behalf of a US Person; or
* not an investment company by which US persons invest in
foreign investment companies.
The Non-US Persons Declaration accompanied both the Notice of
Extraordinary General Meeting sent in late March 2002 and the
Chairman's letter to shareholders dated 22 April 2002. If you
are a Non-US Person, the Declaration needs to be provided to the
Company by no later than the Distribution Record Date (expected
to be Monday 22 July 2002). Please contact the Company Secretary
on +61 2 9226 8324 for a Declaration Form (the form can be sent
to you by e-mail, fax or by post).
CMG CH: Issues June 25 NAV Summary
----------------------------------
CMG CH China Investments Limited issued a summary of the Net
Asset Value Per Ordinary Share as at 25 June 2002. The
summarized balance sheet (unaudited) is:
A$'000
ASSETS
Investments
- Units in the New Era PRC Fund 79,257
- Equities 5,670
- Cash 8,205
Other assets 406
TOTAL ASSETS 93,538
LIABILITIES
Payables 2,538
Tax liabilities 4,332
TOTAL LIABILITIES 6,870
NET ASSETS 86,668
The unaudited net asset value (NAV) per ordinary share was
A$0.66 as at 25 June 2002 (A$0.67 as at 31 May 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.
DVT HOLDINGS: Gains on Deconsolidation of NA Entities
-----------------------------------------------------
DVT Holdings Limited announced that the bankruptcy filings for
its North American subsidiaries have been completed as at 28
June 2002, which has allowed the Company to record a gain of
approximately $9.725 million on the deconsolidation of these
entities.
Back in August 2001, the Board of DVT resolved to provide no
further financial support to of its offshore subsidiaries. This
action made each of these subsidiaries insolvent, and they
ceased trading immediately. The Company's Asian operations,
Darner Digitel Hong Kong Limited and Darner Singapore Pte
Limited, were placed in the hands of receivers and liquidators
during the half-year ending 31 December 2001. A gain on
deconsolidation of these entities of $2.905 million was reported
in the half-year results.
Darner Canada Inc and Darner Inc, the Company's North American
subsidiaries, have now completed their applicable bankruptcy
filings, allowing for them to be deconsolidated from the DVT
group. This results in a gain of approximately $9.725 million,
and a corresponding increase to the net assets of the
consolidated DVT entity. This balance is comprised of the net
liability position of the North American subsidiaries, net of
intercompany adjustments required on deconsolidation.
MOSSBROOK PTY: Former Director, Adviser Banned for Life
-------------------------------------------------------
The Australian Securities and Investments Commission (ASIC) said
Monday that it has permanently banned Mr Michael Andrew Smith of
Glenalta, South Australia, from acting as a representative of a
securities dealer, investment adviser or holder of an Australian
Financial Services Licence.
Mr Smith was an authorized representative of Financial Wisdom
Limited from November 1994 to October 1997. Between August 1997
to February 2002 he was an authorized representative of
Securitor Financial Group Ltd (Securitor).
Mr Smith conducted business as a financial planner and adviser
through Mossbrook Pty Ltd, a company of which he was a director
and shareholder, and through the registered business name
'Mossbrook Financial Planning'. Mossbrook Pty Ltd was placed
into receivership on 8 February 2002.
As a result of its investigation, ASIC alleged that between 1995
and 2000, four of Mr Smith's clients had invested over $400,000
with Mr Smith and that as a consequence of his conduct, the
money had been lost.
ASIC further alleged that in December 2001 and January 2002, Mr
Smith recommended another nine clients buy shares in Arrowlea
Pty Ltd without fully disclosing to them the commission that he
was receiving. Arrowlea Pty Ltd went into liquidation on 27
February 2002.
With co-operation from Securitor, ASIC has taken action to
ensure that Mr Smith's clients are fully compensated where
appropriate.
"Due to the serious nature of Mr Smith's conduct, ASIC has
permanently prohibited Mr Smith from giving investment advice or
carrying on a securities business," ASIC's Director Enforcement,
Jamie Orchard said.
"ASIC will not tolerate advisers who use their positions for
their own gains, and will not hesitate to take action to protect
the public from advisers who cannot be trusted in their
industry," he said.
Investors can check whether a financial adviser has been banned
from providing investment advice at ASIC's website,
www.fido.asic.gov.au.
OPEN TELECOMMUNICATIONS: Requests for Continued Suspension
----------------------------------------------------------
Open Telecommunications Limited has requested on Wednesday a
continuation of suspension of quotation of its shares in
accordance with ASX Listing Rule 17.2.
As previously announced, the Company is undergoing a restructure
involving staff and cost reduction, as well as divesting its OSS
business.
OTT has requested that the suspension of trading be extended
until the commencement of trading on Wednesday 10th July, 2002
to allow completion of the restructure and settlement of the
divestment activities.
The Company is not aware of any reason why the suspension should
not be granted.
PASMINCO LIMITED: Aquila to Review Provisional Proof of Debt
------------------------------------------------------------
In light of MIM Holdings Limited's media release of 27 June
2002 announcing that it has decided to exercise the option it
holds over the interest in the Ernest Henry Mine held by an
investment company controlled by Westpac Banking Corporation,
Aquila Limited Resources advised on Wednesday that it intends to
review the amount of $128,346,663 currently referred to in the
provisional proof of debt lodged by Aquila with the
administrators of Pasminco Limited (Pasminco) on 23 May 2002.
Aquila considers that the amount referred to in its provisional
proof of debt may be understated given the strong cash flows
(US$45 million, or A$80 million) which MIM claims in its media
release were generated from Westpac's 49% interest in EHM over a
period of only 15 months, when copper prices were depressed.
Aquila's potential claim may also be understated in light of
MIM's announcement that the mine life has been extended
producing additional cash flows.
Aquila lodged provisional proofs of debt with the administrators
of Pasminco in light of the fact that it may have claims against
Pasminco and certain of its subsidiaries arising out of the
circumstances in which it lost the opportunity to acquire
Pasminco's 49% interest in the Ernest Henry Mine. The amount
claimed in the provisional proofs of debt represents Aquila's
preliminary assessment of its damages arising out of the
termination of its agreement to acquire Pasminco's 49% interest
in the Ernest Henry Mine.
Aquila is currently reviewing documents provided to it by
Pasminco and MIM pursuant to an order of the Supreme Court of
Western Australia, with the aim of establishing whether it has a
cause of action against Pasminco and MIM. Aquila will make a
determination as to any potential claims against Pasminco and
MIM once the discovery process has been completed.
PRESTON RESOURCES: Closer to Restructuring After Court Approval
---------------------------------------------------------------
Preston Resources Limited said Tuesday that it has moved another
step closer to resuming normal company life following Supreme
Court approval for the schemes of arrangement with the US
bondholders who helped finance its purchase of the Bulong
lateritic nickel plant at Kalgoorlie four years ago.
The Supreme Court decision on a debt governed under the laws of
the State of New York is understood to have implications for
many listed Australian companies with overseas debt.
In June, US noteholders met in Perth and approved the
restructure of their Bulong debt, which combined with other debt
restructuring, will result in a 95% interest in Preston's
subsidiary Bulong companies passing to them and to Barclays
Bank, owed a combined $730 million.
Preston Managing Director Adrian Griffin said these steps had in
turn paved the way for Preston to look after the Group's two
important stakeholders, the creditors to the Bulong nickel
project and Preston shareholders.
"Creditors and shareholders who have patiently waited for two
and a half years as we worked through a very complex situation
at last have a timetable for solutions," he said.
"By the end of July we aim to spin-off the Bulong operating
company and create a virtually debt-free Preston that can be re-
quoted on the ASX and move forward on new projects."
"The restructure includes the provision of a new working capital
facility of $30 million for Bulong, the release of obligations
on both sides when Preston bought the Bulong plant from
Resolute, a modest capital raising for Preston, and handling of
complex tax considerations."
The restructure is coming together as Bulong is close to
achieving production forecasts for the first time and the world
nickel price has risen 30% from historic lows of just a year
ago.
Post restructuring Preston alms to be debt-free with a 5%
interest in Bulong and ownership of the Marlborough nickel
project in Queensland.
Preston is also working on the acquisition of a new project
complementary to the company's core activity. Marlborough
currently secures Barclays working capital advanced to fund
Marlborough project costs and the Bulong hedges. Preston and
Barclays have conducted preliminary discussions relating to
Marlborough and its future.
With Bulong, the US noteholders and Barclays will restructure
the terms of their debt for equity to enable the Bulong
companies to go forward with confidence, with the security of
adequate financial facilities and the support of the new
shareholders. Bulong's unsecured creditors will be elevated to a
priority payment position from cashflow.
Shareholders will consider the effective disposal of Bulong and
other matters at the Preston annual general meeting on July 15.
Mr Griffin has previously confirmed that re-quotation of Preston
shares (PSR) has been discussed with the ASX based on successful
completion of the scheme of arrangement and other ASX
requirements.
Financial problems began soon after the 1998 acquisition of
Bulong, then in the final stage of construction by Resolute,
when difficulties achieving budgeted metal output and unexpected
plant rectification costs forced Preston to urgently seek
additional working capital. Preston last made an interest
payment to US bondholders in December 1999 and has relied on
default waivers since then.
RADLY CORPORATION: Panel Received Application Re Isis Takeover
-------------------------------------------------------------
The Takeover Panel advised that it has received an application
on behalf of the directors of Radly Corporation Limited
(Receivers and Managers Appointed). The application seeks a
declaration of unacceptable circumstances and interim orders in
relation to an agreement entered into on 14 June 2002, between
the receivers of Radly and both of Investec Australia Pty Ltd
and MGB Equity Growth Pty Ltd. The agreement relates to the
purchase of 19.9% of the issued capital of Isis Communications
Ltd by MGB and Investec.
The application alleges that Investec and MGB may have acquired
relevant interests in all of the shares in Isis held by Radly,
rather than merely the 19.9%, which it has been announced that
they have agreed to purchase.
Following an agreement offered by the parties to maintain the
status quo in order to facilitate the Panel's proceedings, the
Panel does not currently see a need to make any interim orders.
The Panel notes that it has not commenced proceedings and makes
no comment on the allegation.
The President is currently assembling a sitting Panel for the
application.
================================
C H I N A & H O N G K O N G
================================
CP POKPHAND: Will Likely Meet Debt Payments
-------------------------------------------
DebtTraders analysts, Daniel Fan (852-2537-4111) and Blythe
Berselli (1-212-247-5300) reported that CP Pokphand made the
US$50.8 million principal of the restructured debt on June 28
following the disposal of its 17.1 percent stake in Shanghai
Dajiang to Shanghai Songjiang for approximately $65 million.
Songjiang currently owns 42.5% stake in Shanghai Dajiang.
According to Fan and Berselli, "It seems that CP Pokphand will
be able to service another two payments in December 2002 and
June 2003, respectively, through the disposal of its remaining
stake in Shanghai Dajiang. After the disposal, we estimate CP
Pokphand's remaining 25.3% stake in Dajiang to be worth
approximately $95 million.
"However, CP Pokphand may need to refinance the last scheduled
payment before June 2003 in addition to the planned $164
million," Fan and Berselli added.
ENVIRO-CHEM ENGINEERING: Petition to Wind Up Pending
----------------------------------------------------
The petition to wind up Enviro-Chem Engineering And Laboratory
Company Limited is set for hearing before the High Court of Hong
Kong on July 31, 2002 at 9:30 am.
The petition was filed with the court on April 22, 2002 by
Bolton Construction Company Limited whose registered office is
situated at Flat D, 4th Floor, Phase 5, H.K. Spinners Industrial
Building, 760-762 Cheung Sha Wan Road, Cheung Sha Wan, Kowloon,
Hong Kong.
SHENG ZHAN: Hearing of Winding Up Petition Set
----------------------------------------------
The petition to wind up Sheng Zhan Industrial 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 8, 2002 by Bank
of China (Hong Kong) Limited (the successor of all the
undertakings of The Kwangtung Provincial Bank, Hong Kong Branch
by virtue of the Bank of China (Hong Kong) Limited merger
Ordinance Cap. 1167) whose registered office is situated at 14th
Floor, Bank of China Tower, 1 Garden Road, Central, Hong Kong.
TECHCAP HOLDING: Price, Turnover Movements Unexplainable
--------------------------------------------------------
The Board of Directors of TechCap Holdings Limited has noted the
recent increases in the price and the volume of trading in the
shares of the Company and stated that they are not aware of any
reasons for such movement.
The Board also confirmed that, save as disclosed in the
Company's announcement dated 28 June 2002, 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.
WO KEE: Enters Debt Settlement Agreement With MHI
-------------------------------------------------
Wo Kee Hong (Holdings) Limited and MHI have entered on 28 June
2002 a Deed of Settlement in relation to the settlement of the
Debt due from WKHL to MHI by way of:
* the transfer of 24.5% of the equity interest in MJA by
Metro Global to MHI for a consideration of US$9,207,656.89
(equivalent to approximately HK$71.9 million); and
* the repayment of the Outstanding Balance by way of a loan
from MHI to WKHL for the amount of US$17,039,689.38 (equivalent
to approximately HK$133.0 million) for a term of fifteen years
with the principal amount bearing interest at the rate of 2.5%
per annum and repayable in ten equal half yearly installments
commencing from 30 June 2012.
THE SETTLEMENT
Deed of Settlement
Date : 28 June 2002
Parties :
(1) MHI, a company incorporated in Japan principally engaged
in the business of manufacturing of electronic products for
domestic and industrial use. MHI is an independent third party
not connected with the directors, chief executives and
substantial shareholders of the Company and its subsidiaries and
their respective associates;
(2) WKHL, an wholly owned subsidiary of the Company, which
owes the Debt to MHI;
(3) Stoneycroft and Ever Rising, both of which are wholly
owned subsidiaries of the Company as Chargors;
(4) Metro Global, an wholly owned subsidiary of the Company
as the seller of the Sale Equity Interest; and
(5) the Company
Terms of Settlement :
The debt in the amount of US$26,247,346.27 (equivalent to
HK$204,829,040.82) due from WKHL to MHI in respect of goods
provided by MHI to WKHL (including interest therein up to and
including 30 June 2002) will be settled by way of:
(1) the transfer of the Sale Equity Interest from
Metro Global to MHI; and
(2) the repayment of the Outstanding Balance by way
of the Loan
Transfer of Sale Equity Interest
Pursuant to the Deed of Settlement, Metro Global will transfer
24.5% of the equity interest in MJA for a consideration of
US$9,207,656.89 (equivalent to approximately HK$71.9 million) as
partial settlement of the Debt. The Consideration is determined
after arm's length negotiation between the parties by reference
to a valuation of 49% interest in MJA by an independent valuer
as at 30 June 2001. The Consideration will be set off against
the Debt as partial settlement of the Debt.
MJA is a sino-foreign equity joint venture established in the
PRC principally engaged in manufacturing air conditioners. MJA
is presently directly owned as to 51% by MHI and as to 49% by
Jinling Electrical Company Ltd. (JLE). JLE is a sino-foreign
equity joint venture established in the PRC and is presently
owned as to 50% by each of Metro Global and Jiangmen Washing
Machine Factory. Accordingly, each of the Company (through Metro
Global) and Jiangmen Washing Machine is presently indirectly
interested in 24.5% of the equity interest in MJA. Jiangmen
Washing Machine is an independent third party not connected with
the directors, chief executive or substantial shareholders of
the Company and its subsidiaries and their respective
associates. Upon completion of the Transfer of the Sale Equity
Interest, MHI will directly hold 75.5% of the equity interest of
MJA and Jiangmen Washing Machine will directly hold the
remaining 24.5% of the equity interest in MJA. The Group will
not have any interest in MJA.
The Loan
Upon completion of the Transfer, WKHL will still owe an amount
of US$17,039,689.38 (equivalent to approximately HK$133.0
million) to MHI. The Outstanding Balance will be settled by way
of a loan for the amount of US$17,039,689.38 (equivalent to
approximately HK$133.0 million) from MHI to WKHL, the principal
terms of which are:
(a) the Loan is for the principal amount
US$17,039,689.38 (equivalent to approximately HK$133.0 million);
(b) the term of the Loan is 15 years from the date
of the completion of the Transfer;
(c) the Loan shall be repaid by 10 equal half yearly
installments commencing from 30 June 2012;
(d) the outstanding principal amount of the Loan
bears interest at the rate of 2.5% per annum and shall be
payable on 31 December of each year;
Security
On 28 June 2002, the date of the Deed of Settlement, the
Chargors have executed the Deeds of Charge in respect of the
Property in favor of MHI as security for the Debt. The charges
over the Property will be discharged upon full repayment of the
Loan.
Conditions
The transactions contemplated in the Deed of Settlement are
conditional upon the delivery of the following documents to MHI:
(a) (i) the approval certificate of The Ministry of
Foreign Trade and Economic Co-operation of Jiangmen City for the
transfer of the Sale Equity Interest to MHI; (ii) a copy of the
business licence of MJA; and (iii) a copy of the record of the
State Administration of Industry and Commerce of Jiangmen City
(SAIC) or a statement from, a lawyer on the laws of the People's
Republic of China confirming the registration by SAIC of MHI as
the owner of 75.5% equity interest in MJA;
(b) certified copy of the board resolutions of WKHL
approving and authorizing the execution and performance of the
Deed of Settlement, the Loan Agreement and the Deeds of Charge;
(c) certified copy of the board resolutions of the
Company approving and authorizing the execution and performance
of the Deed of Settlement, the Loan Agreement and the Deeds of
Charge;
(d) a certificate signed by a duly authorized
officer of WKHL, the Company, Metro Global and the Chargors that
the representations and warranties as set out in the Deed of
Settlement remain true and accurate and that each of WKHL, the
Company and the Chargors have performed their respective
obligations under the Deed of Settlement;
(e) the title deeds of the Property;
(f) evidence of registration of each of the Deeds of
Charge with the Hong Kong Companies Registry.
Completion
Pursuant to the Deed of Settlement, completion of the Settlement
shall take place on or before 31 July 2002. In the event that
any of the conditions precedent as set out in the Deed of
Settlement cannot be delivered or performed and are not waived
by the MHI on or before 31 July 2002, the completion date shall
be extended to 30 November 2002 automatically.
BENEFIT OF THE TRANSACTIONS
The principal businesses of the Group are importing, marketing
and distribution of air-conditioning and refrigeration products;
audio-visual equipment; car audio and electronic products; motor
vehicles and car accessories; and other electronic and
electrical products.
Upon completion of the Transfer, the original short-term debt
due to MHI on 31 December 2001 for the sum of HK$135.0 million
shall be reduced to HK$63.1 million. The balance of such short-
term debt shall be consolidated with an unsecured trading debt
of HK$68.4 million due to MHI by the Group, which according to
previous agreement with MHI, is repayable, by monthly
installments up to 30 June 2009. The aggregate amount shall then
be repaid by the Loan, which in turn is repayable in accordance
with the terms of the Loan Agreement. The gearing of the Group
will also be improved by 24.5% from 108.2% to 83.7% as a result
of the Settlement (with reference to the audited balance sheet
of the Group as at 31 December 2001). Furthermore, upon
completion of the Settlement contemplated under the Deed of
Settlement, the current liability of the Group will be
significantly ease and the total debt and liquidity position of
Group will be improved as a whole.
The Transfer will enable the Group to realize a capital gain via
the sale of its investment in MJA, in an amount of approximately
HK$11.4 million by reference to the value of the Group's 24.5%
equity interest in MJA as stated in the audited balance sheet of
the Group as at 31 December 2001. The unaudited net asset value
of MJA as at 31 May 2002 was RMB274,451,000 (equivalent to
approximately HK$259.2 million).
Taking into consideration the financial position of the Group
and the financial benefits which are expected to accrue to the
Group as a result of the Settlement, the Directors consider that
as far as the shareholders of the Company are concerned, the
terms of the Settlement and the transactions contemplated
thereunder are fair and reasonable and in the best interest of
the Group.
GENERAL
The Company considers that the Deed of Settlement constitutes a
discloseable transaction for the Company pursuant to Chapter 14
of the Listing Rules. A circular giving details of the Deed of
Settlement will be dispatched to the shareholders of the Company
in due course.
DEFINITIONS
"associates" has the meaning ascribed thereto in the Listing
Rules;
"Chargors" Stoneycroft and Ever Rising;
"Company" WO KEE HONG (HOLDINGS) LIMITED, a company
incorporated in Bermuda with limited liability, the
shares of which are listed on the Stock Exchange;
"Consideration" the consideration for the transfer of the Sale
Equity Interest in the amount of
US$9,207,656.89 (equivalent to approximately
HK$71.9 million);
"Debt" the amount of US$26,247,346.27 (equivalent to
HK$204,829,040.82) due from WKHL to MHI in respect of
goods provided by MHI to WKHL (including interest
therein up to and including 30 June 2002);
"Deeds of Charge" (i) a deed of charge dated 28 June 2002
entered into among Stoneycroft as chargor, MHI as
the chargee and the Company in respect of car
parking spaces and Block A on 2nd Floor of Wo Kee
Hong Building located at No. 585-609 Castle Peak
Road, Kwai Chung, New Territories, Hong Kong; and
(ii) a deed of charge dated 28 June 2002 entered
into among Ever Rising as chargor, MHI as the
chargee and the Company in respect of Block B on the
2nd Floor of Wo Kee Hong Building located at No.
585-609 Castle Peak Road, Kwai Chung, New
Territories, Hong Kong;
"Deed of Settlement" the deed of settlement dated 28 June 2002
and entered into among MHI, WKHL, Stoneycroft, Ever
Rising, Metro Global and the Company in relation to
the settlement of the Debt;
"Directors" the directors, including independent non-
executive directors, of the Company;
"Ever Rising" Ever Rising Investments Limited, a company
incorporated in Hong Kong with limited liability and an wholly
owned subsidiary of the Company;
"Group" the Company together with its subsidiaries;
"HK$" Hong Kong dollars, the lawful currency of Hong Kong;
"Hong Kong" the Hong Kong Special Administrative Region of
the PRC;
"Listing Rules" the Rules Governing the Listing of Securities on
the Stock Exchange;
"Loan" the loan for the principal amount US$17,039,689.38
(equivalent to approximately HK$133.0 million) to be
lent by MHI to WKHL pursuant to the Loan Agreement
in accordance with the terms of the Deed of
Settlement;
"Loan Agreement" the agreement dated 28 June 2002 entered
into among MHI as lender, WKHL as borrower and the
Company as guarantor in respect of the Loan;
"MHI" Mitsubishi Heavy Industries Limited, a company
incorporated in Japan;
"MJA" MHI-Jinling Air Conditioners Company Limited, a sino-
foreign joint venture established in the PRC of which the
Company presently indirectly holds 24.5% of the equity
interest and upon completion of the Transfer, will not
hold any interest;
"Metro Global" Metro Global Limited, a company incorporated in
Hong Kong with limited liability and an wholly-owned
subsidiary of the Company;
"Outstanding Balance" an amount of US$17,039,689.38 (equivalent
to approximately HK$133.0 million) due from WKHL to MHI
upon completion of the Transfer;
"PRC" the People's Republic of China;
"Property" the car parking spaces and Block A on 2nd Floor
and Block B on the 2nd Floor of Wo Kee Hong Building
located at No. 585-609 Castle Peak Road, Kwai Chung, New
Territories, Hong Kong;
"RMB" Renminbi, the lawful currency of the PRC;
"Sale Equity Interest" the 24.5% of the equity interest in MJA
to be transferred by Metro Global to MHI pursuant to the
Transfer;
"Settlement" the settlement of the Debt due from WKHL to MHI
pursuant to the terms of the Deed of Settlement;
"Stoneycroft" Stoneycroft Estates Limited, a company
incorporated in Hong Kong with limited liability and an
wholly-owned subsidiary of the Company;
"Stock Exchange" The Stock Exchange of Hong Kong Limited;
"Transfer" the transfer of the Sale Equity Interest from
Metro Global to MHI in accordance with the terms of the
Deed of Settlement in partial settlement of the Debt;
"WKHL" Wo Kee Hong Limited, a company incorporated in Hong Kong
with limited liability and an wholly-owned subsidiary of
the Company;
"US$" United States Dollars, the lawful currency of the United
States of America.
=================
I N D O N E S I A
=================
BANK NIAGA: Too Low Price Will Halt PO, Says IBRA
-------------------------------------------------
The Indonesian Bank Restructuring Agency (IBRA) would stop the
public offering of a 20 percent stake in PT Bank Niaga if the
price falls too low, AFX-Asia reports, quoting IBRA Head
Syafruddin Temenggung.
"We already have a ceiling price and a floor price. If it falls
below the floor price, we will stop the sale," Temenggung said,
adding that IBRA will ask the 10 most active brokers in the
Jakarta Stock Exchange to place the shares in the market.
The sale of the 20 percent stake will likely be done in
tranches, rather than in one fell swoop, and may be stopped at
any time if the price falls too low.
IBRA will first launch the sale of a 20 percent stake in Bank
Niaga to determine a fair market price before selling the other
51 percent shares. The sale of the entire 71 percent stake is
scheduled for completion in mid-September under the latest
letter of intent to the International Monetary Fund.
TEXMACO GROUP: Newcos to Issue Exchangeable Bond to IBRA
--------------------------------------------------------
The Indonesian Bank Restructuring Agency (IBRA) has announced on
Tuesday Texmaco Group (TG)'s debt restructuring progress with
total debt (principal + interest) +/- Rp29.04 trillion (as of
April 30 2002)
According to FSPC's (Financial Sector Policy Committee) decision
Kep. 03/K.KKSK/10/2000 October 2' 2000, IBRA has developed a
restructuring scheme for TG through a Newco concept. In its
position, IBRA will transfer TG's loan to Newco. As a
replacement, Newco will issue the exchangeable bond (EB) to IBRA
equal to transferred debt within 11 years. To secure the EB's
payment, IBRA place its representative in Newco. Go to
http://www.bankrupt.com/misc/TCRAP_Texmaco0704.pdfto see
Management of Newco.
Due to restructuring process, IBRA formed 2 (two) Newcos based
on the industry as below:
* Newco for textile, that is PT Bina Prima Perdana (BPP) with
70% IBRA's ownership and the remain is hold by TG.
* Newco for engineering, that is PT Jaya Perkasa Engineering
(JPE) with 0% IBRA's ownership and 100% hold by TG.
To PT Bina Prima Perdana, IBRA will transfer some debtors as
follow:
* PT Bina Peranan Busana
* PT MKI Tekstile
* PT Polysindo Eka Perkasa
* PT Saritex Jaya
* PT Sumatex Subur
* PT Texmaco Jaya
* PT Texmaco Taman Synthetics
* PT Wastra Indah
To PT Jaya Perkasa Engineering, IBRA will transfer some debtors
as below:
* PT Perkasa Heavyndo Engineering
* PT Perkasa Indosteel
* PT Texmaco Perkasa Engineering
* PT Wahana Jaya Perkasa
* PT Wahana Perkasa Auto jaya
* PT Wisma Karya Prasetya
* PT Perkasa Indobaja
* PT MKI Engineering
* PT Texmaco Micro Indo Utama
To replace the debt transferred by IBRA, PT Bina Prima Perdana
and PT Jaya Perkasa Engineering as a Newco, will issue EB which
mature in the 8th, 9th, 10th, and the 11th year. Coupon payment
commences in the first year since EB issuance with yield to
maturity (YTM) 7% p.a for US dollars and 14% p.a for Indonesian
Rupiah.
IBRA and TG signed the Master Restructuring Agreement (MRA) on
May 23 2001. MRA is a main restructuring agreement (PRH). This
agreement is effective if another agreement concerning PRH has
been fulfilled such as EB Subscription Agreement, Article of
Association of Newco, Asset Transfer Agreement and other
agreement. On January 18 2002, IBRA, TG, PT Bina Prima Perdana
and PT Jaya Perkasa Engineering signed EB Subscription
Agreement.
Meanwhile, IBRA is carrying out restructuring in each operating
companies. This restructuring scheme will be effective once PRH
has been fully applied. Restructuring scheme For PT Polysindo
Eka Perkasa and PT Texmaco Jaya have been completed and have
been approved by FSPC.
Further actions planed to be taken by IBRA are:
* Request FSPC approval for PT. Texmaco Perkasa Engineering,
PT. Perkasa Heavyndo Eng, PT. Perkasa Indobaja, PT. Wahana
Perkasa Auto Jaya and PT Texmaco Micro Indo Utama restructuring.
* Reviewing restructuring proposal of PT Perkasa Indosteel,
PT Texmaco Taman Synthetics, PT Wastra Indah, PT Saritex Jaya
and PT MKI Tekstile proposal.
* To fulfill PRH condition precedent to effectiveness as an
obligation determination of restructuring and supporting legal
document.
* Preparing non core-asset disposal program.
* Issuing EB by two Newcos.
* PT Sumatex Subur, PT Wisma Karya Prasetya and PT MKI
(Engineering) restructuring.
=========
J A P A N
=========
IWATAYA DEPARTMENT: Isetan May Expand Capital Injection
-------------------------------------------------------
Department store Isetan Co may increase its planned capital
injection to the struggling Iwataya Department Store Co., Kyodo
News said Tuesday, citing Isetan President Nobukazu Muto.
Isetan has may acquire an 18 percent equity stake in the Company
by purchasing 750 million yen out of the 2.3 billion yen worth
of new shares that Iwataya aims to float.
NISSHIN STEEL: Moody's Reviews Baa2 Rating, Possible Downgrade
--------------------------------------------------------------
Moody's Investors Service on Monday has placed the Baa2 senior
unsecured long-term debt ratings of Nisshin Steel Co., Ltd.
(Nisshin Steel) under review for possible downgrade. The move is
based on the firm's impaired cash flow generation and Moody's
expectation that the challenging earnings environment will
continue.
Price decline, soft demand, and volatile raw material costs have
had a negative effect on the Company's profitability. Moody's
review will focus on Nisshin Steel's ability to restore its
profitability through cost-cutting and other rationalization
measures under the current stressful operating environment. The
review will also consider Nisshin Steel's industry position and
the competitiveness of its main products in the context of the
evolving industry consolidation.
Nisshin Steel is a manufacturer of flat-rolled stainless steel
products and of coated carbon steel products. Its consolidated
sales were approximately 394.5 billion yen as of fiscal year
ended March 31, 2002.
OBAYASHI CORP: S&P Cuts Ratings to BB+pi
----------------------------------------
Standard & Poor's lowered on Tuesday its rating on Obayashi
Corp. to double-'B'-plus-pi from triple-'B'-minus-pi, reflecting
the expectation that the company's earnings, cash flows, and
credit protection measures will remain weak amid a deterioration
in operating conditions.
Obayashi has been struggling to strike a balance between
maintaining its new order volume and sustaining reasonable
profitability. In fiscal 2001 (ended March 2002), gross profits
from construction operations dropped 22 percent from the
previous year, owing to the high level of new orders--around
JPY120 billion--derived from extremely low-margin or
unprofitable residential building projects.
Given the persistent decline in demand and intensifying
competition in Japan's construction sector, Obayashi's earnings
and cash flow generation will remain weak over the next few
years.
The Company has a very low interest expenses on its bank loans,
the company's major source of debt, Obayashi's interest coverage
is adequate. However, given its weak cash flow generation, funds
from operations to total debt is likely to hover around 6
percent over the next couple of years, a very weak level for the
rating. As Obayashi does not plan to reduce its debt
substantially over the next few years, improvement in cash flow
protection will depend on the company's ability to boost
earnings.
SNOW BRAND: President Drafts Three-Stage Recovery Plan
------------------------------------------------------
Tadaaki Konose, the new President of Snow Brand Milk Products,
has created a three-stage recovery plan for the Company, Asia
Pulse said Friday. The rehabilitation scheme is centered on 50
billion yen in financial aid from lenders.
The new head said the Company would lay the groundwork in the
July-September period, finalize the foundations in October-March
in 2003, and make a fresh start as a new firm in April.
A shareholders meeting held last week has approved the
retirement of all members of the board, including former
President Kohei Nishi, and a 98 percent capital reduction.
TAISEI FIRE: Reducing Insurance Claim Payouts
---------------------------------------------
Struggling Taisei Fire & Marine Insurance Co. will lessen
insurance claim payouts to corporate clients by about 26 per
cent, as part of its rehabilitation scheme, Asia Pulse said
Monday.
The insurer will in principle guarantee all payouts on policies
held by individuals and certain small and midsize businesses.
The insurer's receiver said that its assessment of almost 3.2
billion yen in damages against the Company's former management
was submitted to the Tokyo District Court on June 6.
Taisei Fire filed for protection from creditors on November 22,
2001. The firm collapsed last year after its reinsurance
operations faltered under massive payout obligations following
the September 11 terrorist attacks on the United States.
* Moody's Lowers Credit Ratings of Six Large Japanese Banks
-----------------------------------------------------------
Moody's Investors Service Inc on Tuesday has downgraded the
financial standings of six major Japanese banks namely Bank of
Tokyo-Mitsubishi, a core member of Mitsubishi Tokyo Financial
Group Inc., Sumitomo Mitsui Banking Corp., Mizuho Bank, Mizuho
Corporate Bank, UFJ Bank and UFJ Trust Bank.
The downgrades were attributed to the banks' low-quality equity
capital as well as their slow disposal of massive bad loans. The
financial institutions are soon likely to be pressed to
strengthen their equity capital, Moody's predicted.
According to Moody's a substantial amount of shareholders'
equity at these banks includes low-quality capital components,
such as preferred subscription certificates and deferred tax
assets.
Amid the weak business environment, the rating agency said these
banks would be forced to dispose of an increasing amount of bad
loans. But since their financial statements do not fully
disclose the amount of loans that may become non-performing,
Moody's concludes that they will need substantial external
assistance, such as capital injections.
* Japan Construction Firms' Credit Weak -S&P
--------------------------------------------
Junko Miyakawa, a credit analyst at Standard & Poor's in Tokyo,
says, "Between March 2000 and March 2002, the 10 largest
general contractors, all of which are rated by Standard &
Poor's, cut their debt by 1.5 trillion yen. However, the
improvement in their financial profiles has been small in view
of the rising business risks they face, and as a result, their
credit quality has not improved."
The report, "Balance Sheet Clean-Ups Fail to Revive Credit
Quality of Japanese Construction Companies" is available on
RatingsDirect, Standard & Poor's Web-based credit research and
analysis system. A Japanese-language version of the report is
available via Standard & Poor's Japan CreditWire on Bloomberg
Professional at SPCJ.
Japanese general contractors continue to suffer from shrinking
construction investment, overcrowded market conditions, severe
competition, and a lack of transparency in bidding and contract
systems. Given the unrelenting downturn in demand and intense
competition in both the private- and public sector markets, the
earnings and cash flows of Japan's general contractors will
remain weak.
"To restore their earnings-generating ability, the general
contractors plan to expand their presence in businesses with
higher growth potential, such as renovations and overseas
projects," said Ms. Miyakawa. "However, it will be a long time
before these new businesses will be able to provide stable
earnings contributions."
On July 2, 2002, Standard & Poor's lowered its ratings on
Obayashi Corp. and Toda Corp. to double-'B'-plus pi from triple-
'B'-minus-pi. Following these rating actions, Takenaka Corp.
(BBB-pi) is the only Japanese general contractor rated by
Standard & Poor's that remains in the investment-grade category,
supported by its satisfactory financial profile.
The ratings gap between companies in the double-'B' and single-
'B' categories reflects differences in the consistency and
reliability of their business policies, the risks they are
exposed to in non-construction businesses, and the varying
strengths of their financial profiles.
=========
K O R E A
=========
DAEWOO ELECTRONICS: Daewoo Electric to Acquire Ailing Firm
----------------------------------------------------------
Daewoo Electric Motor (DEM) Industries may acquire ailing Daewoo
Electronics, through a purchase and acquisition (P&A) plan, the
Korea Herald said on Tuesday. Daewoo Electronics is currently
undergoing a workout program. The creditor banks said they would
announce their decision by July 28.
If DEM should acquire Daewoo Electronics, it would be obliged to
hold about 6.39 trillion won of debts in the firm.
DAEWOO MOTOR: June Sales Fell 17%
---------------------------------
Daewoo Motor's vehicle sales in June fell 17 percent on year to
32,987 units, due to lower overseas demand, Dow Jones said on
Tuesday. Its export fell 22 percent on year to 19,312 units in
June, while local sales declined 8.9 percent on year to 13,675
units.
The Company's passenger car manufacturing assets was sold to
General Motors Corp. (GM) and other investors earlier this year.
GM plans to create a new firm, GM Daewoo Automotive and
Technology Co, by August or September to run Daewoo Motor's
passenger car operations.
Daewoo Motor sales have been declining since it was declared
bankrupt in November 2000.
HYNIX SEMICONDUCTOR: Selects KEB Chief as CEO
---------------------------------------------
Hynix Semiconductor Inc. has selected former Korea Exchange Bank
Chief Woo Eui-je as its Chief Executive Officer Monday along
with the current President Park Sang-ho, Asia Pulse reports.
The chipmaker will endorse the new board in its extraordinary
shareholders meeting on July 24. Woo will be in charge of
restructuring and external affairs, and Park will be wholly
responsible for semiconductor operations.
HYNIX SEMICONDUCTOR: Estimates Q2 Net Loss at W116.7B
-----------------------------------------------------
Hynix Semiconductor Inc. has estimated a net loss of 116.7
billion won for the second quarter of 2002, compared to a net
profit of 3 billion won in the first quarter, Dow Jones the
Maeil Business Newspaper reported Wednesday.
In a joint survey with Hyundai Securities Co., the report says
the ailing chipmaker's second quarter sales may have risen 13
percent on quarter to 927.6 billion won. Second quarter
operating profit is likely to have plunged 91 percent on quarter
to 10.6 billion won.
The report did not provide reasons for the estimates.
KOOKMIN BANK: KSE Requests Treasury Stock Purchase Plan Update
--------------------------------------------------------------
The Korea Stock Exchange on Tuesday requested Kookmin Bank to
confirm the rumor on Kookmin Bank's purchase plan of treasury
stock, which has been rampant in the investment society. On this
request, Kookmin Bank officially announced as follows:
In order to provide a wide range of benefits to the employees,
Kookmin Bank is on review to introduce a stock purchase program
or an employee stock ownership plan. In case of introducing a
stock purchase program, Kookmin Bank may need to purchase its
treasury stock for this purpose. The bank will disclose more
detailed information when it is available.
DebtTraders reports that Kookmin Bank Ltd's 7.550% floating rate
note due in 2006 (CITN06KRS1) trades between 98 and 99. For
real-time bond pricing go to
http://www.debttraders.com/price.cfm?dt_sec_ticker=CITN06KRS1
===============
M A L A Y S I A
===============
BERJAYA GROUP: Discloses Revised Proposal Details
-------------------------------------------------
On behalf of the Board of Directors of Berjaya Group Berhad,
Commerce International Merchant Bankers Berhad, as announced on
23 May 2001, had the following two (2) proposals:
PART I - PROPOSED RESTRUCTURING EXERCISE
(i) The proposed voluntary members schemes of arrangement
pursuant to Section 176 of the Companies Act, 1965 (Act) on the
entire BGroup securities through a newly incorporated company
(Newco) by way of exchange in the securities of Newco with that
of BGroup (Proposed BGroup Members Scheme);
(ii) The proposed renounceable rights issue by Newco of zero
coupon irredeemable unsecured loan stocks (ICULS) of RM0.20
nominal value each in Newco (Zero-coupon Newco ICULS) (Proposed
Rights Issue);
(iii) The proposed repayment of BGroup's bank borrowings through
the issuance of ordinary shares of RM1.00 each in Newco (Newco
Shares) with free warrants and 5% 10-year ICULS of RM1.00
nominal value each in Newco (5% Newco ICULS) (Proposed Repayment
of Bank Borrowings);
(iv) The proposed acquisition of 20% equity interest in DiGi.Com
Berhad (Proposed DiGi Acquisition); and
(v) The proposed acquisition of the entire enlarged issued and
paid-up share capital of Berjaya Times Square Sdn. Bhd.
(Proposed BTS Acquisition).
PART II - PROPOSED RATIONALISATION EXERCISE
(i) The proposed bonus issue (of 2 for 3) by Berjaya Land Berhad
(B-Land (Proposed B-Land Bonus Issue);
(ii) The proposed delisting of Berjaya Capital Berhad (BCap) and
Cosway Corporation Berhad (CCB) (Proposed Delistings Exercise);
(iii) The proposed voluntary general offers (VGOs) to be
undertaken by B-Land to acquire the remaining ordinary shares of
RM1.00 each in BCap and in CCB not held by BGroup and the
parties acting in concert (Proposed VGOs) (Proposed VGOs);
(iv) The proposed transfer of Berjaya General Insurance Berhad,
Inter-Pacific Capital Sdn. Bhd. and Cosway (M) Sdn. Bhd. by
BGroup to B-Land (Proposed Assets Transfer); and
(v) The proposed transfer by B-Land of its entire interests in
BCap and CCB (obtained pursuant to the Proposed VGOs) to Newco
(Proposed MIs Transfer).
The proposals in Parts I and II above are collectively referred
to as "Initial Proposals".
Since the First Announcement, the Board of BGroup has further
deliberated on the Initial Proposals. In view of the improving
economic fundamental and after taking into consideration the
progress of the respective group companies, the Board has
decided to abort the following proposals under the Initial
Proposals:
(i) The Proposed DiGi Acquisition;
(ii) The Proposed BTS Acquisition;
(iii) The Proposed Delistings Exercise;
(iv) The Proposed VGOs;
(v) The Proposed Assets Transfer; and
(vi) The Proposed MIs Transfer.
Besides aborting the above proposals, certain revisions were
also made to the remaining proposals in the Initial Proposals
and new proposals were included. As such, CIMB is pleased to
announce, on behalf of the Board of BGroup, details of the
Revised Proposals, which are set out in the ensuing sections.
DETAILS OF THE REVISED PROPOSALS
PART A - PROPOSED BGROUP RESTRUCTURING EXERCISE
Proposed BGroup Members Schemes
As set out in the Initial Proposals, the Proposed BGroup Members
Scheme relates to the proposed voluntary members schemes of
arrangement pursuant to Section 176 of the Act on the entire
BGroup securities, comprising the existing ordinary shares of
RM1.00 each (BGroup Shares), 5% 10-year ICULS 1999/2009 of
RM1.00 nominal value each (BGroup ICULS) and warrants 1999/2009
in BGroup (BGroup Warrants), through Newco by way of exchange of
the securities of BGroup with that of Newco Shares and 5% Newco
ICULS.
BGroup will then be delisted from the Main Board of the Kuala
Lumpur Stock Exchange (KLSE) and its listing status will be
transferred to Newco.
Under the Revised Proposals, save for the revisions in the
coupon rate of the Newco ICULS to 2% from 5% previously and the
basis of exchange of the BGroup Warrants from 10 BGroup Warrants
to 12 BGroup Warrants for one (1) Newco Share, there are no
other material changes to the Proposed BGroup Members Schemes
from that previously proposed.
The details of the exchange ratio and the numbers of Newco
Shares and 2% Newco ICULS to be issued pursuant to the Proposed
BGroup Members Schemes are set out in Table 1 at
http://www.bankrupt.com/misc/TCRAP_Berjaya0704.doc.
The above exchange ratios were arrived at based on, amongst
others, the net tangible assets (NTA) per BGroup Share and the
current market prices of the BGroup securities.
The indicative principal terms of the 2% Newco ICULS are set out
in Table 2 at http://www.bankrupt.com/misc/TCRAP_Berjaya0704.doc
Proposed Repayment of Bank Borrowings
As set out in the Initial Proposals, the Company had proposed to
restructure some of its existing bank borrowings through the
issuance of Newco Shares, Newco warrants and 5% Newco ICULS by
Newco on behalf of BGroup. It is now proposed that the repayment
of the said bank borrowings be satisfied entirely in Newco
Shares and 2% Newco ICULS.
As at 31 January 2002, the total bank borrowings to be repaid
(restructured) through the Proposed Repayment of Bank Borrowings
were approximately RM1,223 million.
On the assumption that the Proposed BGroup Restructuring
Exercise will only be completed by 30 June 2003, the estimated
total bank borrowings will be approximately RM1,292 million, to
be repaid in the manner set out in Table 3 at
http://www.bankrupt.com/misc/TCRAP_Berjaya0704.doc.
The 2% Newco ICULS to be issued pursuant to the Proposed
Repayment of Bank Borrowings will have the same terms and
conditions as those to be issued pursuant to the Proposed BGroup
Members Scheme.
Proposed BTR Acquisition
Tan Sri Dato' Seri Tan Chee Yioun (TSVT) has extended an offer
to sell to BGroup or its nominee, his entire stake of
approximately 244.3 million shares representing approximately
61% equity interest in BTR (BTR Shares) for a total
consideration of approximately RM488.6 million or at RM2.00 per
BTR Share. Thereafter, BGroup will approach the other vendors of
BTR, for the sale of the remaining 156.7 million BTR Shares to
BGroup or its nominee, for a total consideration of RM313.4
million or at RM2.00 per BTR Share.
It is proposed that the purchase consideration for the Proposed
BTR Acquisition of approximately RM802 million be satisfied
entirely through the issuance of Newco Shares at par.
As part of the terms of the Proposed BTR Acquisition, TSVT has
agreed to provide a profit guarantee that the audited cumulative
profit after tax of BTR for the two (2) financial years ending
31 December 2002 and 2003 will not be less than RM100 million in
total.
Information on BTR
BTR was incorporated in Malaysia on 8 November 1989 under its
present name.
As at 31 May 2002, BTR has an authorized share capital of
RM500,000,000 comprising 500,000,000 BTR Shares of which
401,042,813 BTR Shares have been issued and fully paid-up.
The principal activities of BTR are those of a resort operator
encompassing investment in property, property development, golf
and recreation club operator, hotel operator and maintenance
services for completed units of apartments and condominiums. The
principal activities of its subsidiaries comprise investment in
property, property development, rental pool programmed operator
and recreational activities operator.
The principal asset of BTR is a parcel of freehold and leasehold
land (with a 99-year lease expiring on 2096) measuring
approximately 15,000 acres, which is located in the highland
south of Genting Highlands reaching up to approximately 4,500
feet above sea level within the Mukim and District of Bentung at
the western part of the State of Pahang Darul Makmur (BTR Land).
As at to date, completed developments at the BTR Land comprises:
* The Meranti Park Suites, which was completed in 1998 and
which comprises 204 units of apartment-styled suites;
* The Bukit Tinggi Golf and Country Club, which was completed
in 1999, comprising an 18-hole golf course, 33 luxurious
furnished suite rooms, 5 function rooms and a sports complex;
* The Japanese Village, completed in 1999, comprising a
Japanese tea house, 2 tatami-styled suites, a souvenir shop and
a Japanese noodle house;
* The Botanical Garden, completed in 1999, which is sited on 4
acres of natural forest land and which provides a 1-kilometre
walkway path around the garden;
* Colmar Tropicale, completed in 2000, which is a French
inspired village comprising 8 blocks of French architectural
buildings housing amongst others, a total of 260 units of hotel
rooms and various food and beverages outlets; and
* French Castle, fashioned after Haut-Koenigsbourg, a medieval
castle in Alsace, France, which is nearing completion.
Future developments in BTR Land will include the following:
* A Spanish-styled village to be known as "Granada Spanish
Village", inspired by Andalusian towns and villages;
* A German castle, modelled after Ludwig II's famous castle of
Neuschwanstein in Bavaria, Germany which will house an indoor
theme park; and
* An ancient Greek architecture to be known as "Bukit Tinggi
Acropolis", which will house amongst others, a state-of-art
convention centre, an amphitheatre and a hotel.
Recently, BTR was awarded a licence for up to 250 units of
gaming machines which will be an added attraction to BTR. The
company is currently in the process of purchasing the gaming
machines, which is expected to complement the leisure activities
offered by the resort and further contribute to the earnings of
BTR.
Information on BTR shareholders
TSVT is a director and major shareholder of BTR. At present, he
has direct shareholdings of approximately 211.3 million BTR
Shares representing approximately 52.7% of the issued and paid-
up share capital of BTR and indirect shareholdings of
approximately 33 million BTR Shares representing approximately
8.2% of the issued and paid-up share capital of BTR, by virtue
of his interests in Hotel Resort Enterprise Sdn Bhd.
The other shareholders of BTR are as set out in Table 4 at
http://www.bankrupt.com/misc/TCRAP_Berjaya0704.doc.
Basis of the purchase consideration
The purchase consideration for the Proposed BTR Acquisition of
approximately RM802 million or RM2.00 per BTR Share was arrived
at after taking into consideration, amongst others, the adjusted
NTA value of BTR, after incorporating the revaluation surplus
(net of deferred taxation) arising from the valuation of the BTR
Land and its development potential.
The management of BGroup has estimated that the current open
market valuation of the BTR Land is approximately RM1,400
million, subject to confirmation from professional valuers.
The adjusted NTA per BTR Share as at 31 December 2001 after
incorporating the revaluation surplus (net of deferred taxation)
is approximately RM2.27. The NTA per BTR Share as at 31 December
2001 is approximately RM1.01.
The purchase consideration of RM2.00 per BTR Share thus
represents a discount of approximately RM0.27 or 12% to the
adjusted NTA per BTR Share of RM2.27. Given that the Proposed
BTR Acquisition is a related-party transaction, further details
of which are set out in Section 6 below, the Board of BGroup
regards the discount given herein to be fair.
The BTR Shares will be acquired by Newco, free from all liens,
charges, claims and encumbrances and with all rights, benefits
and advantages attaching thereto and accruing in respect of the
BTR Shares.
There will not be any assumption of liabilities by Newco in
respect of the Proposed BTR Acquisition.
Proposed Rights Issue
BGroup has previously proposed a capital-raising exercise for
the purpose of raising funds to meet the Group's obligations to
its bankers and other financial institutions. The capital-
raising exercise was proposed to be implemented by Newco, via a
renounceable rights issue of approximately RM561.1 million
nominal amount of Zero-coupon Newco ICULS on the basis of ten
(10) Zero-coupon Newco ICULS for every three (3) existing Newco
Shares or 5% Newco ICULS held.
Under the Revised Proposals for the Proposed Rights Issue,
BGroup proposes to issue approximately 289.3 million new Newco
Shares (Rights Shares) at an issue price of RM1.00 per Rights
Share with approximately 289.3 million free detachable warrants
in Newco (Rights Warrants) as "sweeteners", on the basis of one
(1) Rights Share and one (1) Rights Warrant for every ten (10)
Newco Shares or ten (10) 2% Newco ICULS held on a date to be
determined and announced later by the Board, upon completion of
the Proposed BGroup Members Schemes, the Proposed Repayment of
Bank Borrowings and the Proposed BTR Acquisition.
The gross proceeds to be raised will be utilized in the manner
as set out in Table 5 at
http://www.bankrupt.com/misc/TCRAP_Berjaya0704.doc
The Rights Shares to be issued pursuant to the Proposed Rights
Issue shall, upon allotment and issue, rank pari passu in all
respects with the existing issued and fully paid-up Newco
Shares, save and except that they shall not be entitled to any
dividends, rights, allotment and/or distributions, the
entitlement date for which is prior to the date of allotment of
the Rights Shares.
The indicative principal terms of the Rights Warrants are as set
out in Table 6 at
http://www.bankrupt.com/misc/TCRAP_Berjaya0704.doc.
Proposed Settlement of Inter-Company Balances
As part of the Revised Proposals, Newco also proposes to settle
its inter-company balances due to B-Land and BCap through the
issuance of 2% Newco ICULS at the nominal value of RM1.00 per 2%
Newco ICULS.
As of 31 January 2002, the amount of inter-company balances
owing by BGroup to B-Land and BCap are approximately RM1,317
million and RM1,300 million respectively. Based on the
assumption that the Proposed Settlement of Inter-Company
Balances will only be completed by 30 June 2003, the estimated
inter-company balances with B-Land and BCap are expected to
amount to approximately RM1,439 million and RM1,355 million
respectively (to be known as the "Proposed B-Land Inter-Company
Settlement" and the "Proposed BCap Inter-Company Settlement"
respectively).
The number of 2% Newco ICULS to be issued for the Proposed
Settlement of Inter-Company Balances are as set out in Table 7
at http://www.bankrupt.com/misc/TCRAP_Berjaya0704.doc.
The 2% Newco ICULS to be issued pursuant to the Proposed
Settlement of Inter-Company Balances will have the same terms
and conditions as those to be issued pursuant to the Proposed
BGroup Members Scheme.
Proposed Listing Transfer
In conjunction with the Proposed BGroup Members Schemes, it is
proposed that the listing status of BGroup on the Main Board of
the KLSE to be transferred to Newco. BGroup will then be
delisted and Newco will be admitted to the Official List of the
KLSE and all the securities of Newco, to be issued pursuant to
the Revised Proposals will be listed and quoted on the Main
Board of the KLSE.
Ranking of the Newco Shares to be issued pursuant to the
Proposed BGroup Restructuring Exercise
The Newco Shares will, upon allotment and issue, rank pari passu
in all respects with the existing issued and fully paid-up Newco
Shares save and except that they shall not be entitled to any
dividends, rights, allotments and/or other distributions, the
entitlement date of which is prior to the date of allotment of
the Newco Shares.
The Newco Shares and 2% Newco ICULS (where applicable) to be
issued pursuant to the Proposed BGroup Members Schemes, the
Proposed Repayment of Bank Borrowings and the Proposed BTR
Acquisition will be entitled to the Proposed Rights Issue.
The 2% Newco ICULS to be issued pursuant to the Proposed
Settlement of Inter-Company Balances will not be entitled to the
Proposed Rights Issue.
The Rights Shares to be issued pursuant to the Proposed Rights
Issue shall, upon allotment and issue, rank pari passu in all
respects with the existing issued and fully paid-up Newco
Shares, save and except that they shall not be entitled to any
dividends, rights, allotment and/or distributions, the
entitlement date for which is prior to the date of allotment of
the Rights Shares.
PART B - PROPOSED WAIVERS
Mandatory General Offer (MGO) implication on TSVT and parties
acting in concert with him
TSVT and parties acting in concert with him will seek a waiver
from undertaking any MGO obligations that may arise from the
Proposed BGroup Restructuring Exercise.
MGO implication on Newco
Newco will seek a waiver from undertaking any MGO obligations
that may arise from the Proposed BGroup Restructuring Exercise.
MGO implication on the BGroup Lenders
The BGroup lenders will seek a waiver from undertaking any MGO
obligations that may arise from the Proposed Repayment of Bank
Borrowings.
RATIONALE FOR THE REVISED PROPOSALS
The rationale for the Revised Proposals is as follows:
(a) Recapitalization of BGroup's capital base via the
issuance of new equity/quasi-equity;
(b) Reduction in bank borrowings by approximately RM1.6
billion;
(c) Rejuvenation of BGroup's income stream with prospects of
turnaround; and
(d) Resolution of inter-company balances with B-Land and
BCap.
EFFECTS OF THE REVISED PROPOSALS
Share Capital
The effects of the Proposed BGroup Restructuring Exercise on the
issued and paid-up share capital of Newco, are as set out in
Table 8 at http://www.bankrupt.com/misc/TCRAP_Berjaya0704.doc.
Shareholding Structure
The effects of the Proposed BGroup Restructuring Exercise on the
shareholding structure of Newco, are as set out in Table 9 at
http://www.bankrupt.com/misc/TCRAP_Berjaya0704.doc.
Proforma NTA
The effects of the Revised Proposals on the proforma NTA of the
Newco Group based on the unaudited consolidated accounts of
BGroup as at 31 January 2002, assuming that the Revised
Proposals have been completed on that date, are as set out as
set out in Table 10 at
http://www.bankrupt.com/misc/TCRAP_Berjaya0704.doc.
Earnings
The Revised Proposals are expected to be completed by the second
half of 2003 and as such, will not have any effects for the
financial year ending 30 April 2003. Barring any unforeseen
circumstances, the Revised Proposals are expected to contribute
positively to the future earnings of the Newco Group.
APPROVALS REQUIRED
The Revised Proposals are conditional upon the approvals of the
following being obtained:
(i) the Securities Commission (SC) for the Revised Proposals;
(ii) the Foreign Investment Committee for the Revised
Proposals;
(iii) the KLSE for the listing of and quotation for the Newco
securities to be issued pursuant to the Proposed BGroup
Restructuring Exercise, the Proposed Transfer Listing and the
new Newco Shares to be issued pursuant to the
conversion/exercise of the 2% Newco ICULS/Newco Warrants;
(iv) the shareholders of BGroup for the Proposed BGroup
Restructuring Exercise at an extraordinary general meeting (EGM)
to be convened; as well as the shareholders of BGroup, the
holders of the BGroup ICULS and BGroup Warrants at separate
meetings to be convened by an Order of the High Court of Malaya
pursuant to Section 176 of the Act, for the Proposed BGroup
Members Schemes;
(v) the Board and shareholders of B-Land for the Proposed B-
Land Inter-Company Settlement at a Board Meeting and an EGM to
be convened respectively;
(vi) the Board and shareholders of BCap for the Proposed BCap
Inter-Company Settlement at a Board Meeting and an EGM to be
convened respectively;
(vii) the BGroup lenders, for the Proposed Repayment of Bank
Borrowings;
(viii) the Orders of the High Court of Malaya sanctioning the
Proposed BGroup Members Schemes; and
(ix) any other relevant authorities.
The Proposed Repayment of Bank Borrowings, the Proposed BTR
Acquisition, the Proposed Rights Issue, the Proposed Inter-
Company Settlements and the Proposed Transfer Listing are
conditional upon the Proposed BGroup Members Schemes.
The Proposed BGroup Restructuring Exercise is conditional upon
the Proposed Waivers.
DIRECTORS' AND SUBSTANTIAL SHAREHOLDERS' INTERESTS
Proposed BTR Acquisition
TSVT is a Director and substantial shareholder of BGroup and
BTR. As such, TSVT is deemed interested in the Proposed BTR
Acquisition. Accordingly, he has abstained and will continue to
abstain from all of the board deliberations of BGroup pertaining
to the Proposed BTR Acquisition. In addition, TSVT will also
abstain from voting in respect of his direct and/or indirect
shareholdings in BGroup at the forthcoming EGM of BGroup to be
convened for the Proposed BTR Acquisition.
Dato' Tan Chee Sing (DTCS) and Rayvin Tan Yeong Sheik (RTYS) is
the brother and son to TSVT respectively and are both Directors
of BGroup. They are therefore deemed interested in the Proposed
BTR Acquisition. As such, they have abstained and will continue
to abstain from all of the board deliberations of BGroup
pertaining to the Proposed BTR Acquisition. In addition, they
will also abstain from voting in respect of their direct and/or
indirect shareholdings in BGroup (if any) at the forthcoming EGM
of BGroup to be convened for the Proposed BTR Acquisition.
Dato' Mohd Annuar bin Zaini is a Director of BGroup. He is also
a Director and substantial shareholder of Satriani Sdn. Bhd.,
which in turn has equity interest of approximately 2.81% in BTR.
He is therefore deemed interested in the Proposed BTR
Acquisition. As such, he has abstained and will continue to
abstain from all of the board deliberations of BGroup pertaining
to the Proposed BTR Acquisition. In addition, he will also
abstain from voting in respect of his direct and/or indirect
shareholdings (if any) in BGroup at the forthcoming EGM of
BGroup to be convened for the Proposed BTR Acquisition.
Proposed Settlement of Inter-Company Balances
TSVT, DTCS, Robert Yong Kuen Loke (RYKL) and Chan Kien Sing
(CKS) are deemed interested in the Proposed Settlement of Inter-
Company Balances by virtue of them being common Directors of
BGroup and B-Land and/or BCap. In view thereof, they have
abstained and will continue to abstain from all of the BGroup's
board deliberations pertaining to the Proposed Settlement of
Inter-Company Balances. In addition, they will also abstain from
voting in respect of their direct and/or indirect shareholdings
in BGroup (if any) at the forthcoming EGM of BGroup to be
convened for the Proposed Settlement of Inter-Company Balances.
In addition, RTYS is the son to TSVT and also a Director of
BGroup. He is therefore deemed interested in the Proposed
Settlement of Inter-Company Balances. As such, he has abstained
and will continue to abstain from all of the board deliberations
of BGroup pertaining to the Proposed Settlement of Inter-Company
Balances. In addition, he will also abstain from voting in
respect of his direct and/or indirect shareholdings in BGroup
(if any) at the forthcoming EGM of BGroup to be convened for the
Proposed Settlement of Inter-Company Balances.
The common directorships in BGroup, B-Land and BCap are as set
out in Table 11 (a) at
http://www.bankrupt.com/misc/TCRAP_Berjaya0704.doc.The
shareholdings of BGroup and the abovementioned Directors in
BGroup, B-Land and BCap (where applicable) are set out in Table
11 (b) at http://www.bankrupt.com/misc/TCRAP_Berjaya0704.doc.
Save as disclosed above, the Company is not aware of any other
Directors and/or substantial shareholders of BGroup and persons
connected to them by virtue of Section 122A of the Act which has
any interests, direct or indirect, in the Revised Proposals.
UNDERWRITING AND UNDERTAKING ARRANGEMENT
TSVT has indicated that he will subscribe or procure for the
subscription of his entitlements pursuant to the Proposed Rights
Issue amounting to approximately 78 million Rights Shares at
RM1.00 each.
DIRECTORS' STATEMENT
The Board of BGroup save and except for the Directors who are
deemed interested in the Revised Proposals, as mentioned in
Section 6 above, is of the opinion that the Revised Proposals
are in the best interest of the Company and the Group.
APPOINTMENT OF ADVISERS
The Board of BGroup has appointed CIMB as the Adviser to BGroup
for the Revised Proposals.
Subject to the approval of the relevant authorities, the
Independent Directors of BGroup have appointed Messrs. Deloitte
& Touche Corporate Advisory Services Sdn. Bhd. as the
Independent Adviser to advise the minority shareholders of
BGroup on the Proposed BTR Acquisition and Proposed Settlement
of Inter-Company Balances.
SUBMISSION OF APPLICATION TO AUTHORITIES
CIMB, on behalf of the Company, will submit an application for
the Revised Proposals to the SC and other relevant authorities
within six (6) months from the date of this announcement.
BRIDGECON HOLDINGS: 9th AGM OKs Proposed Articles Amendments
-----------------------------------------------------------
Bridgecon Holdings Berhad (Special Administrators Appointed)
announced that all the resolutions as set out in the Notice of
Ninth Annual General Meeting (9th AGM) dated 6 June 2002 were
unanimously passed by the members present at the 9th AGM of the
Company which was duly convened and held at the Function Room
II, Kuala Lumpur Golf & Country Club, No. 10 Jalan 1/70D, Off
Jalan Bukit Kiara, 60000 Kuala Lumpur on Friday 28th June 2002
at 10.00 a.m. including the following Resolution which was
transacted as Special Business:
"THAT the proposed amendments to the Articles of Association of
the Company (Proposed Amendments to the Articles) in the manner
as set out in the Appendix 1 of the Annual Report, be and is
hereby approved and adopted and that the Directors and the
Secretary be authorized to enter into all transactions and
arrangements as may be necessary or expedient in order to
implement, finalize and give full effect to the Proposed
Amendments to the Articles."
BRIDGECON HOLDINGS: Inks Restructuring Agreement With NLF
---------------------------------------------------------
Alliance Merchant Bank Berhad (Alliance), on behalf of the Board
of Directors of Bridgecon Holdings Berhad (Special
Administrators Appointed), announced that the Special
Administrators of the Company (SA) have entered into a
restructuring agreement with National Land Finance Co-operative
Society Limited (NLF) on 27 June 2002 (Restructuring Agreement)
with the intention of setting the key areas of understanding for
a corporate restructuring exercise (Restructuring Scheme)
pending the formal documentation of the relevant agreements in
relation thereto.
The SA are undertaking a proposed corporate and debt
restructuring exercise in relation to Bridgecon and are
preparing a Workout Proposal pursuant to Section 44 of the
Pengurusan Danaharta Act, 1998 (Danaharta Act) (Workout
Proposal).
The Restructuring Agreement principally sets out:
(i) proposed setting up/incorporation of a special purpose
company (Newco) to assume the listing status of Bridgecon upon
the successful implementation of Workout Proposal;
(ii) proposed capital reduction of existing share capital of
Bridgecon from RM19,950,000 comprising 19,950,000 ordinary
shares of RM1.00 each in Bridgecon (Bridgecon Shares) to
RM1,000,000 Bridgecon Shares after consolidation (Consolidated
Bridgecon Shares);
(iii) proposed share exchange between Bridgecon and Newco on
the basis of one (1) new ordinary shares of RM1.00 each in Newco
(Newco Share) for every one (1) Consolidated Bridgecon Share at
par;
(iv) proposed acquisition of the entire issued and paid-up
share capital of Premium Vegetable Oils Berhad (PVO) by Newco
from NLF and the remaining shareholders (Vendors) for a purchase
consideration based on the valuation as may be approved by the
Securities Commission which shall be satisfied by such number of
Newco Shares at par in the respective proportion of their
shareholdings in PVO;
(v) proposed settlement of the liabilities of Bridgecon upon
the terms and conditions as the SA may at their sole discretion
deem fit via the issuance of 31,000,000 new Newco Shares to
Bridgecon to be held in trust for the identified creditors of
Bridgecon as per its Workout Proposal; and
(vi) proposed liquidation of Bridgecon and all its subsidiary
companies.
In consideration of the participation of NLF in the
Restructuring Scheme, NLF shall:
* pay a deposit of RM500,000 to Bridgecon which was paid and
received on 10 May 2002; and
* pay a further deposit of RM1,000,000 to Bridgecon upon
execution of this Restructuring Agreement.
CHASE PERDANA: Shareholders OK All 26th AGM Resolutions
------------------------------------------------------
Chase Perdana Berhad announced that at the 26th Annual General
Meeting (AGM) of CPB held on June 28, all resolutions tabled
were approved, including the re-election of these Directors
pursuant to the Company's Articles of Association:
Article 102(1) of the Company's Articles of Association
i) Datuk Dr Baharun Azhar bin Raffiai
ii) Dr S Balakrishnan A Shanmugam
Article 109 of the Company's Articles of Association
i) Tajuddin bin Atan
ii) Ahmad Kamal bin Abdullah Al-Yafii
The present Board of CPB comprises the following Directors:
i) Tan Sri Datuk Dr Mohan Swami, J.P. (Executive Chairman)
ii) Datuk Masidi bin Manjun @ Masdi, J.P. (Executive Deputy
Chairman)
iii) Encik Tajuddin bin Atan (Managing Director)
iv) Ms Gomathi @ Usha Nathan A Vaidyanathan (Executive Director)
v) Tan Sri Datuk Abdul Aziz bin Ismail (Independent Non-
Executive Director)
vi) Datuk Dr Baharun Azhar bin Raffiai (Independent Non-
Executive Director)
vii) Encik Ahmad Kamal bin Abdullah Al-Yafii (Independent Non-
Executive Director)
viii) Dr S Balakrishnan A Shanmugam (Non-Executive Director)
Also approved was the following resolution under Special
Business:
Ordinary Resolution
- Authority to issue shares pursuant to Section 132D of the
Companies Act, 1965
"THAT pursuant to Section 132D of the Companies Act, 1965 and
subject to the Articles of Association of the Company and the
approvals of the relevant government/ regulatory authorities,
the Directors be and are hereby empowered to issue the shares in
the Company from time to time and upon such terms and conditions
and for such purposes as the Directors may deem fit provided
that the aggregate number of shares issued pursuant to this
resolution does not exceed 10% of the issued capital of the
Company for the time being and that such authority shall
continue to be in force until the conclusion of the next Annual
General Meeting of the Company."
CHG INDUSTRIES: Reaches Settlement Agreement With Premier, NLS
--------------------------------------------------------------
CHG Industries Berhad, further to its announcement made on 4
December 2002, whereby Premier Advance Sdn Bhd (Premier) has
instituted legal proceedings against the Company vide Kuala
Lumpur High Court Civil Suit No.D4-22-1749-2001 alleging, inter
alia, a breach of the Sales and Purchase agreement dated 16
October 2000 by the Company (Suit), announced that the Company,
Premier and NLS Sdn Bhd (Parties) have entered into a settlement
agreement on 26 June 2002 (Settlement Agreement) to settle all
claims and issues among one another.
The parties have agreed to fully and finally settle any and all
claims against one another in the following manner:
(a) Premier shall discontinue the Suit with no order as to
costs and without liberty to file afresh; and
(b) CHG shall:
(i) pay Premier a sum of RM100,000.00 as part of the
settlement ;
(ii) allow Premier to retain the sum of RM400,000.00 paid
pursuant to the Sales and Purchase agreement dated 16 October
2000; and
(iii) cause its wholly-owned subsidiaries listed below to
abslove the respective amount owing by NLS:
Subsidiaries of CHG Amount owing by NLS (RM)
Syarikat Galas Setia (Ulu Kelantan) Sdn Bhd 80,076.79
CHG Plywood Sdn Bhd 90,626.55
GEAHIN ENGINEERING: Replies KLSE's Legal Suit Query
---------------------------------------------------
Geahin Engineering Berhad, in reply to the Query Letter by KLSE
reference ID: PY-020625-60427 regarding the Legal Suit: Soon Hin
Hardware Sdn. Bhd.(Soon Hin) against the Company, announced the
following:
1) Except for the disputed of the alleged sum of
RM247,519.71(which include interests and costs) by Soon Hin,
there are no other and additional financial and operational
impacts on the Geahin Group.
2) The Company is only exposed to a contingent loss on the
disputed of the alleged sum of RM247,519.71 arising from the
said litigation.
3) The alleged interest rate claimed is 1.5% per month from
01.01.2002 until full settlement on the alleged principal sum of
RM224,798.22.
4) Soon Hin alleged that the Company owes them for goods
delivered and interests charged all of which are seriously
questioned and disputed by Geahin.
LION LAND: Proposes Change of Company Name
------------------------------------------
The Board of Directors of Lion Land Berhad announced that the
Company proposes to change its name to "Lion Industries
Corporation Berhad"
The Proposed Change of Name is to better reflect the activities
of the Group in the manufacture of steel bars, wire rods and hot
briquetted iron, manufacture of printing and writing paper and
integrated wood-based activities, brewery and educational
services pursuant to the Proposed Group Wide Restructuring
Scheme (Proposed GWRS) undertaken by the Company.
The property development activity of the Company shall cease to
be a core business of the Company pursuant to the Proposed GWRS.
The proposed name "Lion Industries Corporation Berhad" was
approved by the Registrar of Companies (ROC) on 25 June 2002.
The Proposed Change of Name is subject to the approval of the
shareholders of the Company at an Extraordinary General Meeting
to be convened.
The Proposed Change of Name will be effective from the date of
the issuance of the Certificate of Incoporation on Change of
Name by the ROC.
MANCON BERHAD: All Resolutions Approved at 24th AGM
--------------------------------------------------
Mancon Berhad informed that all the following resolutions tabled
at the 24th Annual General Meeting of the Company were duly
approved by the shareholders:
1. To receive and adopt the Audited Financial Statements for the
financial year ended 31 December 2001 together with the
Directors' and Auditors' Reports thereon.
2. To re-elect the following Directors who retire in accordance
with Article 102(1) of the Company's Articles of Association:
(i) Encik Mohamad Ramli bin Yasir
(ii) Tuan Haji Abdul Hamid bin Mohd Hassan
3. To re-elect Mr Yim Weng Kheong as Director who retires in
accordance with Article 109 of the Company's Articles of
Association.
4. To re-appoint Messrs HLB I.M. Chieng & Co. as Auditors and to
authorise the Directors to fix their remuneration.
5. To amend the Company's Articles of Association.
6. To procure shareholders' mandate for recurrent related party
transactions of a revenue or trading nature, which are in the
ordinary course of business.
OLYMPIA INDUS.: Proposes Corp Structure Internal Reorganization
---------------------------------------------------------------
The Board of Olympia Industries Berhad announced the proposed
internal reorganization of the Group's corporate structure and
proposed disposal of land and shophouses involving the transfer
of its indirect shareholdings in the following subsidiaries,
land and shophouses held by Olympia Land Berhad to City Land Sdn
Bhd, both of which are wholly-owned subsidiaries of OIB:
a) transfer of 63.8% equity interest comprising 6,375,000
ordinary shares of RM1 each in the capital of Olympia
Development Sdn Bhd (ODSB) at par;
b) transfer of 95.9% equity interest comprising 15,000 class
A and 1,354 class B shares of RM100 each in the capital of
Harbour Club Berhad (HCB) at par;
c) disposal of a piece of leasehold land of 99 years expiring
on 7 July 2093 held under document of title bearing H.S.(D)
25967, PT 816, Mukim of Bandar Melaka, Daerah Melaka Tengah,
Melaka at net book value of RM3,698,609; and
d) disposal of 5 units double-storey shophouse at Nos. 7, 9,
11, 13 and 15, Jalan TBC 8, Taman Bukit Cheng, 75250 Melaka at
net book value of RM588,437.
The proposed internal reorganization and the proposed disposal
of land and shophouses are intended to facilitate the
implementation of the Proposed Restructuring Scheme of OIB which
include the proposed disposal of certain subsidiaries and landed
property to Mycom Berhad.
The proposed internal reorganization will result in both ODSB
and HCB becoming the subsidiaries of City Land Sdn Bhd. The
proposed internal reorganization and the proposed disposal of
land and shophouses have no material impact on the net tangible
liabilities and earnings of the OIB Group for the financial year
ending 30 June 2002.
PAN MALAYSIA: Creditors Voluntarily Wind-Up Unit
------------------------------------------------
Pan Malaysia Holdings Berhad announced that a statutory
declaration made pursuant to Section 255(1) of the Companies
Act, 1965 in respect of Cocoa Specialities (Malaysia) Sdn Bhd, a
wholly-owned subsidiary of Anglo Pacific Corporation (Malaysia)
Sdn Bhd, which in turn is a 54.53%-owned subsidiary of the
Company, has been lodged with the Companies Commission of
Malaysia on 28 June 2002 for the winding-up of CSM by way of
creditors' voluntary winding-up and Mr Venkiteswaran Sankar has
been appointed as Provisional Liquidator.
DETAILS OF THE SUBSIDIARY COMPANY
CSM is a private limited company incorporated in Malaysia on 30
September 1988. CSM has ceased business operations since 1996
and has remained inactive.
The cost of APC's investment in CSM is RM28.0 million.
EFFECTS OF THE WINDING-UP
The Winding-Up is not expected to have any material effect on
the operations, earnings and net liabilities of the PMH Group.
RATIONALE
As CSM has ceased operations since 1996 and has remained
inactive, the winding-up of CSM will enable PMH to continue its
rationalization programmed to divest and wind-up non-core
businesses and focus on financial services activities under PM
Securities Sdn Bhd, an universal broker which offers
stockbroking services, corporate advisory services, asset
management and trading in derivatives.
DIRECTORS' AND MAJOR SHAREHOLDERS' INTEREST
None of the directors, major shareholders and persons connected
with the directors and major shareholders of PMH has any
interest, direct or indirect, in the Winding-Up.
SPORTMA CORP.: Messrs. Yeang & Co Re-Appointed as Auditors
-----------------------------------------------------------
The Special Administrators of Sportma Corporation Berhad
(Special Administrators Appointed) announced that these items
were accepted and passed by the shareholders at the Twelfth
Annual General Meeting of the Company held on 28 June 2002:
1. The Financial Statements for the year ended 31 December 2001
together with the Reports of the Directors and Auditors thereon
were received.
2. Messrs. Yeang & Co be re-appointed as Auditors of the Company
for the ensuing year and the Special Administrators were
authorized to fix their remuneration.
3. The payment of Directors' fees of RM15,000.00 per annum for
each executive director and RM5,000 per annum for each non-
executive director for the years ended 2000 and 2001 were
approved.
The shareholders noted that Mr Ho Boon Chiang who retired
pursuant to Article 80 of the Articles of Association of the
Company, did not wish to seek re-election at the meeting.
The shareholders also approved the following resolution under
Special Business:
Special Resolution - Amendments to Articles of Association
THAT the Company's Articles of Association be and is hereby
amended in the manner set out in Appendix 1 enclosed with the
Annual Report 2001.
AND THAT the Directors be and are hereby authorized to give
effect the said alterations, modifications and additions to the
Articles of Association of the Company.
SRIWANI HOLDINGS: Enters Settlement Agreement With SCB
------------------------------------------------------
The Board of Directors of Sriwani Holdings Berhad
had on 27 June 2002, together with Dato' Chuan and Jack Wong,
entered into a Settlement Agreement with SCB for an amicable
settlement of the 2000 Suit and 2001 Suit where in return for
entering into the Settlement Agreement by SCB, SHB, Dato' Chuan
and Jack Wong have agreed to discontinue 2000 Suit and 2001 Suit
with each party bearing their own costs.
On 7 December 2000, SHB and Mr Wong Sik Bee, Jack (Jack Wong),
the Managing Director of SHB, filed a writ of summons in the
High Court of Malaya in Kuala Lumpur vide Civil Suit No. S3-
(S2)-23-80-2000 against Standard Chartered Bank (Malaysia)
Berhad (SCB) for libel contained in a letter by SCB dated 29
February 2000 addressed to Arthur Andersen Corporate Advisory
Sdn. Bhd. (AACA) and Perwira Affin Merchant Bank Berhad
(referred to as "2000 Suit"). On 23 May 2001, Dato' Chuan Wooi
Cheng, Robert (Dato' Chuan), the Chairman of SHB has filed Civil
Suit No. S6-22-403-2001 in the High Court of Malaya in Kuala
Lumpur against SCB, seeking inter alia, damages in relation to
defamation contained in a letter written by SCB and addressed to
AACA and circulated to all other co-lenders of the Company
(referred to as "2001 Suit').
The Settlement Agreement is made to facilitate the debt
restructuring exercise under the purview of the Corporate Debt
Restructuring Committee and thereby, strengthening the financial
position of SHB.
The Board of Directors of SHB also informed that SHB has in a
separate announcement made through its adviser, Commerce
International Merchant Bankers Berhad announced that SHB,
certain of its subsidiaries (collectively referred to as "Scheme
Companies") and certain creditors of the Scheme Companies
including SCB, have entered into a debt restructuring agreement
(DRA) for the purpose of the debt restructuring exercise of the
Scheme Companies.
Approvals required
The Settlement Agreement is not subject to the approval of
shareholders of the Company or any relevant authorities.
Directors' and substantial shareholders' Interests
Other than Dato' Chuan and Jack Wong, who are the Chairman and
Managing Director of SHB respectively and the substantial
shareholders of SHB, being parties to the Settlement Agreement,
none of the other Directors or substantial shareholders of SHB
or persons connected to the Directors or substantial
shareholders of SHB have any interest, direct or indirect, in
the Settlement Agreement.
SRIWANI HOLDINGS: Inks DRA W/ Scheme Creditors on New Proposals
---------------------------------------------------------------
On behalf of the Board of Directors of Sriwani Holdings Berhad,
Commerce International Merchant Bankers Berhad announced that
the Initial Proposals have been aborted. However, the Company
and certain of its subsidiaries (Scheme Companies) has on 28
June 2002 entered into a debt restructuring agreement (DRA) with
certain of their respective creditors (Scheme Creditors) on a
new proposal to restructure their debts, which encompasses
amongst others, the following transactions:
(a) the proposed capital reduction by SHB involving a
cancellation of 98 sen from every existing ordinary share of
RM1.00 each in the Company (SHB Share) and thereafter, the
consolidation of every fifty (50) ordinary shares of RM0.02 each
into one (1) SHB Share (Proposed Capital Reduction and
Consolidation);
(b) the proposed restricted issue of 7,272,847 SHB Shares at
an issue price of RM1.00 each to Multi Espirit Sdn. Bhd. or such
other nominees as may be agreed by the Scheme Creditors and
Scheme Companies (MESB) after the Proposed Capital Reduction and
Consolidation (Proposed Restricted Issue);
(c) the proposed rights issue of up to 24,440,516 new SHB
Shares at an issue price of RM1.00 each on the basis of seven
(7) new SHB Shares for every three (3) SHB Shares held and up to
392,794,013 5-year irredeemable convertible preference shares of
RM0.10 each (ICPS-A) at an issue price of RM0.10 per ICPS-A on
the basis of seventy-five (75) ICPS-A for every two (2) SHB
Shares held, after the Proposed Capital Reduction and
Consolidation and the Proposed Restricted Issue (Proposed Rights
Issue);
(d) the proposed compromise and settlement arrangement
between SHB and the Scheme Companies, namely Sriwani Trading
Sdn. Bhd., Cergasjaya Sdn. Bhd., Sriwani Duty Free Supplies Sdn.
Bhd. and Kelana Megah Sdn. Bhd. (Proposed Creditors Scheme)
involving the following broad terms:
(i) settlement of the amount owing to certain secured
financial institutions (Secured FI) net of all agreed waivers,
of RM231.099 million by rescheduling RM223.185 million into a
three-year restructured term loan, payment of RM3.196 million in
cash and issuance of 47.185 million three-year 0.126 sen
irredeemable convertible preference shares of RM0.10 each (ICPS-
D) at an issue price of RM0.10 per ICPS-D for the remaining
balance of RM4.718 million;
(ii) settlement of the amount owing to certain partially
secured financial institutions (Partially Secured FI) net of all
agreed waivers, of RM142.062 million by rescheduling RM64.612
million into a three-year restructured term loan, payment of
RM1.965 million in cash, issuance of 24.358 million ICPS-D at an
issue price of RM0.10 per ICPS-D, issuance of 23.243 million
five-year 1.26 sen irredeemable convertible preference shares of
RM0.10 each (ICPS-B1) and 23.243 million five-year 1.26 sen
irredeemable convertible preference shares of RM0.10 each of
another series (ICPS-B2), both at an issue price of RM1.10 per
share and the conversion of the remaining balance of RM21.914
million into 19.922 million new SHB Shares at an issue price of
RM1.10 each;
(iii) settlement of the amount owing to certain unsecured
financial institutions (Unsecured FI) net of all agreed waivers,
of RM24.123 million by payment of RM0.334 million in cash,
issuance of 7.57 million ICPS-B1 and 7.57 million ICPS-B2, both
at an issue price of RM1.10 per share and the conversion of the
remaining balance of RM7.137 million into 6.488 million new SHB
Shares at an issue price of RM1.10 each;
(iv) settlement of the amount owing to certain hire
purchase and lease creditors (HP and Lease Creditors) net of all
agreed waivers, of RM20.026 million by payment of RM0.277
million in cash, issuance of 6.284 million ICPS-B1 and 6.284
million ICPS-B2, both at an issue price of RM1.10 per share and
the conversion of the remaining balance of RM5.925 million into
5.386 million new SHB Shares at an issue price of RM1.10 each;
and
(v) settlement of the amount owing to certain unsecured
creditors (Unsecured Scheme Creditors) net of all agreed
waivers, of RM16.533 million by payment of RM0.229 million in
cash and issuance of 14.822 million five-year irredeemable
convertible preference shares of RM0.10 each (ICPS-C) at an
issue price of RM1.10 per ICPS-C.
(e) the proposed injection of the entire equity interest in
Winner Prompt Sdn. Bhd. (WPSB) and Selasih Ekslusif Sdn. Bhd.
(SESB) into SHB for a total consideration of RM26,000,000 to be
satisfied through the issuance of 23,636,364 new SHB Shares at
an issue price of RM1.10 each (Proposed Assets Injection);
(f) the proposed call option arrangement between MESB and
certain Scheme Creditors for 70% of up to 20.488 million ICPS-B1
and 20.488 million ICPS-B2 to be issued as compensation pursuant
to the Proposed Creditors Scheme (Proposed ICPS-B Call Option
Arrangement);
(g) the proposed call option arrangement between MESB and
certain Scheme Creditors for 70% of up to 71.543 million new SHB
Shares arising from the conversion of ICPS-D (Proposed Converted
SHB Share Call Option Arrangement)
(h) the proposed first right arrangement between MESB and
certain Scheme Creditors for 30% of up to 20.488 million ICPS-B1
and 20.488 million ICPS-B2 to be issued as compensation pursuant
to the Proposed Creditors Scheme (Proposed ICPS-B First Right
Arrangement);
(i) the proposed first right arrangement between MESB and
certain Scheme Creditors for 30% of up to 71.543 million new SHB
Shares arising from the conversion of ICPS-D (Proposed Converted
SHB Share First Right Arrangement);
(j) the proposed call and put option arrangement between MESB
and certain Scheme Creditors for up to 31.797 million SHB Shares
to be issued pursuant to the Proposed Creditors Scheme (Proposed
SHB Share Call and Put Option Arrangement);
(k) the proposed conversion of 20 million ICPS-A out of the
total ICPS-A to be subscribed by MESB pursuant to the Proposed
Rights Issue (Proposed ICPS-A Conversion);
(l) the proposed disposal of certain assets and properties of
certain Scheme Companies which shall be carried out throughout
the tenure of the restructured term loan (Proposed Disposals);
(m) the proposed maintenance of a sinking fund account for
the purpose of receiving and retaining the proceeds arising from
the exercise of the Warrants 1999/2004 (as defined herein) and
30% of the proceeds arising from the conversion of the ICPS-A
(Proposed Maintenance of Sinking Fund Account);
(n) the proposed appointment of a scheme manager to ensure
the requisite covenants to the Proposed Debt Restructuring
Scheme are implemented accordingly (Proposed Appointment of
Scheme Manager); and
(o) the proposed additional issue of 100,000 ICPS-B1, 100,000
ICPS-B2 and 100,000 ICPS-C to CIMB as primary subscriber, at a
cash issue price of RM1.00 each to facilitate SHB meeting the
spread requirement for the listing of and quotation for the
ICPS-B1, ICPS-B2 and ICPS-C on the Main Board of the KLSE
(Proposed Additional Issue).
The Proposed Creditors Scheme, Proposed ICPS-B Call Option
Arrangement, Proposed Converted SHB Share Call Option
Arrangement, Proposed ICPS-B First Right Arrangement, Proposed
Converted SHB Share First Right Arrangement, Proposed SHB Share
Call and Put Option Arrangement, Proposed ICPS-A Conversion,
Proposed Maintenance of Sinking Fund Account, Proposed
Appointment of Scheme Manager and Proposed Disposals are
collectively referred to as "Proposed Debt Restructuring
Scheme".
Pursuant to the DRA and for the purpose of the Proposals, SHB
shall execute agreements and/or such other documents necessary
with MESB and the vendors of WPSB and SESB in due course. SHB is
currently in discussion with the relevant parties with a view
towards finalizing the terms and conditions for the execution of
the aforesaid documents, further details of which would be
announced later once a definitive agreement has been signed.
Go to http://www.bankrupt.com/misc/TCRAP_Sriwani0704.docto see
details of the Proposals, which refers to:
* Proposed Capital Reduction and Consolidation;
* Proposed Restricted Issue;
* Proposed Rights Issue;
* Proposed Debt Restructuring Scheme;
* Proposed Assets Injection; and
* Proposed Additional Issue
TAI WAH: Proposed Special Issues Unable to Raise Financing
----------------------------------------------------------
Southern Investment Bank Berhad, on behalf of the Board of
Directors of Tai Wah Garments Manufacturing Berhad, further to
the series of announcements made on the Proposed Restructuring
Scheme, announced that the Board has, on 26 June 2002, received
notification from Johor Ventures Sdn Bhd, Amanah Saham Johor,
Alafas Sdn Bhd and Real Platinum Sdn Bhd (collectively known as
the Special Issue Subscribers) that they were unable to raise
the necessary financing to subscribe to the total proposed issue
of 72.33 million new ordinary shares of RM1.00 each (Proposed
Special Issues).
The proceeds from the Proposed Special Issues were to be
utilized towards the repayment of the scheme creditors of TWGB
totaling RM63.361 million. The inability of the Special Issue
Subscribers to subscribe to the special issue shares will hamper
the implementation of the proposed debt restructuring with the
scheme creditors of TWGB. With this latest development and in
view of the fact that the Proposed Special Issues are inter-
conditional with the other components of the Proposed
Restructuring Scheme, the Company proposes to abort the Proposed
Restructuring Scheme.
The Company is finalizing an alternative proposal to address its
debts position. This alternative proposal will be announced in
due course upon finalization of terms.
TAJO BHD: Audited Financial Statements Approved, Adopted
--------------------------------------------------------
The Board of Directors of Tajo Berhad announced that the
following resolutions were approved at the Twenty-Fifth Annual
General Meeting of the Company held on 27 June 2002 at 10.30
a.m. at The Auditorium, Podium 1, Menara MAA, No. 12, Jalan
Dewan Bahasa, 50460 Kuala Lumpur:
AS ORDINARY RESOLUTIONS
Resolution 1 - Audited Financial Statements
That the Company's Audited Financial Statements for the
financial year ended 31 December 2001 together with the Reports
of the Directors and Auditors thereon be and is hereby approved
and adopted.
Resolution 2 - Directors' Fees
That the payment of Directors' fees amounting to RM48,000.00 in
respect of the financial year ended 31 December 2001 be and is
hereby approved.
Resolution 3 - Re-election of Director in accordance with
Article 82 of the Company's Articles of Association
It was unanimously resolved that Encik Mohd Silahuddin bin
Jamaluddin be and is hereby re-elected as Director of the
Company.
Resolution 4 - Re-election of Director in accordance with
Article 88 of the Company's Articles of Association
It was unanimously resolved that Mr Thong Kai Chien be and is
hereby re-elected as Director of the Company.
Resolution 5 - Re-election of Director in accordance with
Section 129 (6) of the Companies Act, 1965
It was unanimously resolved that Y. M. Tunku Dato' Zubir bin
Tunku Nasir be and is hereby re-elected as Director of the
Company.
Resolution 6 - Re-appointment of Messrs Arthur Andersen & Co. as
Auditors
It was unanimously resolved that Messrs Arthur Andersen be re-
appointed as Auditors for the ensuing year at a remuneration to
be determined by the Board at a later date.
AS SPECIAL BUSINESS
Resolution 7
Ordinary Resolution - Authority to allot and issue shares in
general pursuant to 132D of the Companies Act, 1965
THAT subject always to the Companies Act, 1965, Articles of
Association of the Company and approvals from the Kuala Lumpur
Stock Exchange and other Governmental or regulatory bodies,
where such approval is necessary, full authority be and is
hereby given to the Directors pursuant to Section 132D of the
Companies Act, 1965 to issue shares of the Company from time to
time and upon such terms and conditions and for such purposes as
the Directors may, in their discretion, deem fit provided that
the aggregate number of shares to be issued pursuant to this
Resolution shall not exceed ten percent (10%) of the issued
share capital of the Company for the time being and such
authority shall continue to be in force until the conclusion of
the next Annual General Meeting of the Company.
=====================
P H I L I P P I N E S
=====================
FAIRMONT HOLDINGS: Approves Amendment Notice
--------------------------------------------
The Board of Directors of Fairmont Holdings, Inc., in a meeting
held on June 29, 2002, approved:
a. Amendment of corporate name to Suntrust Home Developers,
Inc.
b. Amendment of the Primary purpose
c. Acquire the low-cost division of Empire East Land
Holdings, Inc.
d. Increase its authorized capital stock to 3 B
e. Swap a portion of its 30 percent in the joint venture
agreement with Megaworld Corporation with completed residential
units of Megaworld in the Marina Residential Project.
Fairmont Holdings Inc was formerly known as BW Resources
Corporation.
According to Technistock.com as of 2001, Fairmont Holdings has
total current assets of P4.45 million, compared to total
liabilities of P13.78 million.
PILIPINO TELEPHONE: Names Independent Directors
-----------------------------------------------
The Circular for Brokers No. 996-2002 of Pilipino Telephone
Corporation, in reference to the result of the Annual Meeting of
Stockholders of PilTel held on April 25, 2002, confirmed through
SEC Form 17-C dated June 20, 2002, that these are the
Corporation's independent directors:
1. Benito P. Chiongbian
2. Victor S. Chionbian
3. Edward S. Go
4. Meliton V. Salazar
DebtTraders reports that Pilipino Telephone Corp's 3.030%
floating rate note due 2016 (PLTL16PHS1) trades between 36.5 and
38. For real-time bond pricing go to
http://www.debttraders.com/price.cfm?dt_sec_ticker=PLTL16PHS1
PHILIPPINE LONG: JG Summit Clarifies News Article
-------------------------------------------------
JG Summit Holdings Inc., in reference to the news article
entitled, "NTT NON-COMMITTAL Gokongweis dangle 3-way venture"
published in the June 27, 2002 issue of the Philippine Daily
Inquirer. JG Summit Holdings, Inc., in its letter dated June 28,
2002, clarified that JG Summit is not involved in any
discussions with NTT or the First Pacific Co. Ltd. with respect
to any joint venture referred to in the foregoing article.
JG Summit reiterated their earlier statements that it was the
Gokongwei Group and not JG Summit Holdings, Inc. that was party
to the proposed joint venture with First Pacific Company Limited
to acquire certain equity interests in Philippine Long Distance
Telephone Co (PLDT) and Bonifacio Land Co.
PHILIPPINE LONG: NTT May Sell Long Distance Stake
-------------------------------------------------
NTT Communications Corporation, which owns 15 percent stake in
Philippine Long Distance Co. (PLDT), may sell PLDT if the price
is right, Dow Jones reported Monday.
NTT is a unit of Nippon Telegraph & Telephone Corp. and is
PLDT's second largest shareholder after First Pacific Co. of
Hong Kong, which owns 24.4 percent of PLDT.
Eagle Equities Inc analyst Joey Roxas said NTT might want to
divest its PLDT stake to help lessen losses from its write-downs
and overseas investments.
=================
S I N G A P O R E
=================
ADVANCED SYSTEMS: Posts $17.7M Loss in FY02
-------------------------------------------
Advanced Systems Auto incurred a loss of $17.7 million in fiscal
year 2002, according to GK Goh on Monday. The Company's turnover
declined by 63 percent mainly due to a sharp reduction in the
sales volume of all major products as a result of the slowdown
in the semiconductor industry.
Customers were also holding back on orders. A rise in unit cost
due to low volume and substantial engineering cost incurred on
new product models and higher loss provision has pulled the
group into the red versus $9.1 million profit a year back.
Advanced Systems Auto is negotiating with banks to restructure
credit facilities of the group. At the same time, it intends to
raise additional funds in the coming financial year. This may
include a rights issue of shares.
ALLIANCE TECHNOLOGY: Discloses Creditors First Meeting July 5
-------------------------------------------------------------
Alliance Technology and Development Limited, which is in
judicial Management, announced that the first Company creditors'
meeting will be held at The Straits Room, 10 Collyer Quay, 29th
Floor Ocean Building, Singapore 049315 on the 5th day of July
2002 at 3.30 p.m. The meeting agenda as planned:
AGENDA
1. To receive and consider the Statement of Proposals dated 26
June 2002 of the Judicial Managers of the Company.
2. To consider and/or resolve the sale of the Company's 100%
shareholding interest in Igel Vision Care Pte Ltd, a wholly
owned subsidiary of the Company.
3. To consider and/or resolve the sale of:
(a) the Company's 100% shareholding interest in Beijing
Underwater World Pte Ltd and Grosvenue (S) Pte Ltd;
(b) the Company's 60% shareholding interest in Nanjing
Underwater World Pte Ltd; and/or
(c) the Company's 80% shareholding interest in Oceanis Pte Ltd
4. To appoint a Committee of Inspection of not more than 5
members.
5. To consider any other business.
Pursuant to the notice dated 28 June 2002 published in The
Business Times and The Lianhe Zao Pao and section 227M(2)(b) of
the Companies Act (Cap. 50), members of the Company may write in
to obtain a copy of the Statement of Proposals by the Judicial
Managers of the Company for achieving one or more of the
purposes in section 227B(1)(b) of the Companies Act (Cap. 50) at
the following address for the purposes of the first meeting of
creditors of the Company:
The Judicial Managers of Alliance Technology and Development Ltd
C/o 10 Collyer Quay #21-01
Ocean Building
Singapore 049315
Attn: Mr Ong Yew Huat/Mr Seshadri Rajagopalan
DBS GROUP: Subsidiaries Enter Liquidation
-----------------------------------------
The Development Bank of Singapore Ltd (DBS Bank), as part of its
restructuring exercise, announced that the following wholly
owned subsidiaries of DBS Bank have been placed under voluntary
liquidation on 28 June 2002:
(a) DBS Card Centre Pte Ltd
(b) POSB Computer Services Pte Ltd
DBS Bank is a wholly owned subsidiary of DBS Group Holdings Ltd.
FHTK HOLDINGS: Posts Notice of Shareholder's Interest
-----------------------------------------------------
FHTK Holdings Limited posted this notice:
Notice Of Changes In Substantial Shareholder's Interests
Name of substantial shareholder: The Development Bank of
Singapore Limited
Date of notice to company: 01 Jul 2002
Date of change of interest: 28 Jun 2002
Name of registered holder: DBS Nominees (Private) Limited
Circumstance(s) giving rise to the interest: Others
Please specify details: Debt Restructuring Exercise / Change of
Registered Holder
Shares held in the name of registered holder
No. of shares of the change: 624,517
% of issued share capital: 0.05
Amount of consideration per share excluding brokerage,GST,stamp
duties,clearing fee: see footnote
No. of shares held before change: 4,996,136
% of issued share capital: 0.41
No. of shares held after change: 5,620,653
% of issued share capital: 0.46
Holdings of Substantial Shareholder including direct and deemed
interest
Deemed Direct
No. of shares held before change: 0 74,942,047
% of issued share capital: 0 6.09
No. of shares held after change: 0 74,942,047
% of issued share capital: 0 6.09
Total shares: 0 74,942,047
1. Reference is made to the announcement by FHTK Holdings Ltd.
on 1 October 2001 regarding completion of the Company's Debt
Restructuring Exercise. The Development Bank of Singapore
Limited is one of the Group's Creditor Banks referred to in the
announcement. A total of 74,942,047 ordinary shares of S$0.05
each in the capital of the Company (the Conversion Shares) have
been issued to The Development Bank of Singapore Limited
pursuant to the Company's Debt Restructuring Exercise. The
Conversion Shares represent approximately 6.09 percent of the
total outstanding shares of the Company.
2. Arthur Andersen Associates (S) Pte Ltd, as escrow agent,
holds the Conversion Shares for the benefit of The Development
Bank of Singapore Limited.
3. The Conversion Shares are registered in the name of UOB Kay
Hian Private Limited. UOB Kay Hian Private Limited, as
depositary agent, holds the Conversion Shares for the benefit of
Arthur Andersen Associates (S) Pte Ltd.
4. DBS Nominees (Private) Limited is the registered holder of
The Development Bank of Singapore Limited.
INTRACO LIMITED: Proposes Capital Restructuring
-----------------------------------------------
The High Court of Singapore has approved the Capital Reduction
of Intraco Limited on July 2, 2002 (Effective Date) following
the filing of an office copy of the Court Order with the
Registrar of Companies and Businesses in Singapore.
On the Effective Date, the nominal amount of all shares in the
capital of Intraco, both issued and un-issued, has been reduced
from S$1.00 to S$0.50.
The trading of Intraco shares of S$0.50 each on the SGX-ST will
commence on 3 July 2002.
===============
T H A I L A N D
===============
EMC PUBLIC: June Convertible Bonds Conversion Canceled
------------------------------------------------------
EMC Power Co., Ltd., the Plan Administrator of EMC Public
Company Limited, informed that no conversion of bonds happened
on June 2002.
The Company planned to issue the convertible bonds which is due
to be redeemable in the year 2011, in the amount of
Bt50,000,000, divided into 50,000 units, which have the
denomination of Bt1,000 per unit, on October 19, 2001. The
conversion was supposed to be made on June 30 and December 30 of
the year. The ratio of exercising of the conversion right is
1 unit of Convertible Bond: 1,000 ordinary shares.
KRISDAMAHANAKORN PUBLIC: SET Grants Listed Securities
-----------------------------------------------------
The Stock Exchange of Thailand (SET), starting from July 4,2002,
allowed the securities of Krisdamahanakorn Public Company
Limited (KMC) to be traded on the SET after finishing capital
increase procedures.
Name : KMC
Issued and Paid up Capital
Old : Bt2,737,178,190
- Common Shares : Bt1,618,050,000
- Preferred Shares : Bt1,119,128,190
New : Bt4,077,750,210
- Common Shares : Bt1,684,119,370
- Preferred Shares : Bt2,393,630,840
Allocate to : Other creditors from Debt Restructuring
6,606,937 common shares
Ratio : -
Price : Bt10
Payment Date : April 4 - May 9,2002
Note:
1. KMC's preferred stocks are not listed on the SET.
2. The allocation is from the Resolution of the Board of
Directors no.4/01 and no. 1/02 according to the details
notified the SET on June 20,2002.
MEDIA OF MEDIAS: Disposes of 90,000 TV Thunder Shares
-----------------------------------------------------
K.Y.S. Holding Co., Ltd., the Plan Administrator of Media of
Medias (Public) Company Limited, in pursuant to the Company's
Business Rehabilitation approved by the Bankruptcy Court on
January 15,2002, and the resolution passed by the Creditors
Committee Meeting # 3/2002 held on June 27,2002, has disposed
90,000 shares of TV. Thunder Company Limited. The details are:
1. The date on which the transaction occurred: June 28,2002
2. The parties involved:
Name Relationship with the company
Buyer: Mr. Sompong Wannapinyo No relationship
Seller: Media of Medias Plc.
3. The general characteristics of the transaction:
* Transaction class : 90,000 common shares
* Transaction volume : unqualified to the SET' s regulation
on Acquisition or Disposal of assets and it is not a connected
transaction.
* The basis used to consider the volume:
3.1 Net assets value of TV. Thunder Co., Ltd. compared to
net assets value of Media of Medias Plc. and subsidiaries is
equal to Bt39.29 million/ -Bt658.13 million
3.2 Net loss of TV. Thunder Co., Ltd. compared to net loss
of Media of Medias Plc. and subsidiaries is equal to -Bt1.86
million / -Bt4.96 million
3.3 The total value of the consideration compared to
assets value of Media of Medias Plc. and subsidiaries is equal
to Bt11.64 million/Bt458.05 million = 2.5%
4. The details of assets disposed of:
Securities
* The company name : TV. Thunder Co., Ltd.
* The nature of its business : Television programmed
producer
* Registered capital : Bt30,000,000.00
* Paid-up capital : Bt30,000,000.00
* Number of securities disposed of: 90,000 shares
* Selling price per share : Bt129.35
* Proportion of securities holding before: 30.00%
* Proportion of securities holding after :0.00%
5. The total value of the consideration : Bt11,642,000.00
6. The value of the asset disposed of : net assets value
Bt11.64 million.
7. The basis used to determine the value of consideration: net
assets value as of March 31,2002
8. The reason for the disposal of the asset: The disposal was in
accordance with the Business Rehabilitation Plan and to solve
the working capital problem.
9. The proposed utilization of the proceeds received: for
working capital.
RATTANA REAL: Posts Q202 Operating Results
------------------------------------------
Rattana Real Estate Public Company Limited submitted its 2nd
quarter financial statements ending 30 June 2001 as certified by
the auditor to The Stock Exchange of Thailand:
RATTANA REAL EATATE PUBLIC COMPANY LIMITED
Reviewed
Ending June 30,
(In thousands)
Quarter 2 For 6 Months
2001 2000 2001 2000
Net profit (loss) (33,440) (84,062) (95,240) (164,478)
EPS (baht) (0.41) (1.04) (1.18) (2.03)
The company explained that the loss in the financial statements
of the 2nd quarter results from accounting policies to stopped
capitalized interest of the project, which can be identified
as:
1.) Interest Expenses Bt127,804,271.32
2.) Selling and Administration Expenses Bt5,239,193.74
THAI GYPSUM: Files Business Reorganization Petition
---------------------------------------------------
Thai Gypsum Products Public Company Limited (DEBTOR), engaged in
manufacturing and both local and international sale of gypsum
products, filed its Petition for Business Reorganization to the
Civil Court:
Black Case Number Lor.For. 1/2542
Red Case Number Phor.18/2542
Petitioner: Mr. Krisada Kampanatsanyakorn
Planner: Mr. Krisada Kampanatsanyakorn
Debts Owed to the Petitioning Creditor: Bt6,364,729,015.05
Date of Court Acceptance of the Petition: February 18,1999
Court Order for Business Reorganization and Appointment of
Planner: March 19, 1999
Number of creditors filing Applications for Debt Repayment: 185
Amount of debts: Bt6,019,787,842.33
Court issued an order accepting the reorganization plan:
November 19, 1999
Court had issued an order disposal the case on April 10, 2000
Contact: Mr. Chalermkiat, Tel.6792513
THAI HEAT: Increases Registered Capital
---------------------------------------
Thai Heat Revival Company Limited, as the Reorganization Planner
of Thai Heat Exchange Public Company Limited, in regards to its
Rehabilitation Plan, has registered the increasing capital of
the Company to the Ministry of Commerce on June 26, 2002:
26 March 2002 26 June 2002
Past (Baht) Change to (Baht)
Authorized share capital 613,330,000.00 619,858,000.00
Issued and paid up shares
capital 533,066,000.00 539,594,000.00
Past (Share) Change to (Share)
Common Stock 22,551,200 22,551,200
Authorized Director
* DebtTraders Real-Time Bond Pricing
----------------------------------
Issuer Coupon Maturity Bid - Ask Weekly change
------ ------ -------- --------- -------------
Asia Pulp & Paper FRN due 2001 11 - 13 0
Asia Pulp & Paper 11.75% due 2005 29 - 30 -1
APP China 14.0% due 2010 24 - 26 0
Asia Global Crossing 13.375% due 2006 20 - 22 0
Bayan Telecom 13.5% due 2006 20.5 - 22.5 +0.5
Daya Guna Sumudera 10.0% due 2007 3 - 5 +0.5
Hyundai Semiconductor 8.625% due 2007 62 - 70 0
Indah Kiat 11.875% due 2002 32 - 33 0
Indah Kiat 10.0% due 2007 25 - 27 -1
Paiton Energy 9.34% due 2014 65 - 68 0
Tjiwi Kimia 10.0% due 2004 23.5 - 25.5 -1
Zhuahi Highway 11.5% due 2008 28 - 33 0
Bond pricing, appearing in each Thursday's edition of the
TCR-AP, is provided by DebtTraders in New York. DebtTraders is a
specialist in global high yield securities, providing clients
unparalleled services in the identification, assessment, and
sourcing of attractive high yield debt investments. For more
information on institutional services, contact Scott Johnson at
1-212-247-5300. To view our research and find out about private
client accounts, contact Peter Fitzpatrick at 1-212-247-3800.
Real-time pricing available at www.debttraders.com
S U B S C R I P T I O N I N F O R M A T I O N
Troubled Company Reporter -- Asia Pacific is a daily newsletter
co-published by Bankruptcy Creditors' Service, Inc., Trenton, NJ
USA, and Beard Group, Inc., Washington, DC USA. Lyndsey Resnick,
Maria Vyrna Nineza-Merlin, Maria Cristina Pernites-Lao, Editors.
Copyright 2002. All rights reserved. ISSN: 1520-9482.
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 ***