/raid1/www/Hosts/bankrupt/TCRAP_Public/020812.mbx
T R O U B L E D C O M P A N Y R E P O R T E R
A S I A P A C I F I C
Monday, August 12, 2002, Vol. 5, No. 158
Headlines
A U S T R A L I A
AUSTRALIAN MAGNESIUM: Director Sharp Changes Interest
CTI COMMUNICATIONS: Shareholders Change Substantial Holding
GENETIC TECHNOLOGIES: Posts Change of Director`s Interest
HIH INSURANCE: Releases Commission's Sitting Schedule
OPEN TELECOMMUNICATIONS: Creditors Defer Decision
OPEN TELECOMMUNICATIONS: Issues Administrators' Letter
WOOLWORTHS LIMITED: Reaches Heads of Agreement With United Star
C H I N A & H O N G K O N G
DAILYWIN GROUP: August 22 AGM Scheduled
GOOD EXPRESS: Faces Winding Up Petition
HOI FAI: Winding Up Petition Slated for Hearing
IDEAL TEXTILE: Petition to Wind Up Pending
KEEN CHOICE: Winding Up Petition Hearing Set
NEW RANK: Changes Company Name
TECHCAP HOLDINGS: Further Delay in Circular Dispatch
WO KEE: Requests Trading Suspension
I N D O N E S I A
PERTAMINA: Asset Ownership Issue Heard at Court of Appeals
SEMEN PADANG: Secures Loan From Bank Mandiri to Refinance Debt
J A P A N
AEON CO.: Closing 30 Outlets by February 2006
ALL NIPPON: Selling ANA Grand Hotel Sydney to GIC RE
AOZORA BANK: Cuts Bad Loans by Y19.9B in Three Months
FUJITSU LIMITED: Issues Statement on Defense Agency Report
FUJITSU LTD: Transfers Printer Systems Operations to Fuji Xerox
NISSAN MOTOR: Buys Back 3M Shares For Y2.52B
NTT DOCOMO: Launches DoCoMo Card
K O R E A
DAEWOO MOTOR: Selling Bus Operations to YoungAn Consortium
HYUNDAI MERCHANT: Board OKs Auto Shipping Ops Sale Plan
SAEHAN CORP: Benefits From Restructuring Scheme
TONGKOOK CO.: Undergoes Restructuring, Sees 1H02 W39.6B Profit
SEOUL BANK: Preferred Buyer Selection Delayed
SEOULBANK: Lone Star Revises Bid
M A L A Y S I A
AMSTEEL CORPORATION: SC Grants Conditional Proposal Approval
CHG INDUSTRIES: Legal Advisers Starts DRA Drafting
DAMANSARA REALTY: Provides Defaulted Payment Status Report
DAMANSARA REALTY: Welcomes Director Bin Mohamed to Boardroom
GENERAL LUMBER: Enters Proposed Scheme MOU With Vendors
KELANAMAS INDUS: MPTR Enters Supplemental Vendor Agreement
KRETAM HOLDINGS: FIC OKs Proposed Restructuring Scheme
KUALA LUMPUR: Awaits KLSE's Time Extension Request Decision
LONG HUAT: Faces Winding-Up Petition From RHB Bank
METROPLEX BERHAD: Withdraws Debt Restructuring Support of CDRC
MYCOM BERHAD: Replies to KLSE's Query on Newspaper Report
PICA (M) CORPORATION: Reconstruction Scheme Talks Ongoing
PICA (M) CORPORATION: Updates Credit Facilities' Status
SENG HUP: White Knight Withdrawal Prompts Scheme Termination
SRI HARTAMAS: Creditors Voluntarily Wind Up Unit
P H I L I P P I N E S
KEPPEL PHILIPPINES: Director Ramon Abejuela Quits Post
NATIONAL POWER: Will Comply to ERC's Rate Decision
NATIONAL STEEL: Creditors Ok Share Voting Rights W/ Malaysians
PHILIPPINE AIRLINES: Given Until Month End to Settle Put Option
PHILIPPINE LONG: Issues Additional Shares
S I N G A P O R E
ASIA PULP: Creditors Likely to Delay Debt Restructuring
ACHIEVA LIMITED: Unit Enters Voluntary Liquidation
BOUSTEAD SINGAPORE: Posts Notice of Shareholder's Interest
SEMBCORP INDUSTRIES: Reveals President Paul Chain's Resignation
T H A I L A N D
BGES ENGINEERING: Posts Rehabilitation Plan Progress Report
N.T.S. STEEL: Reorganization Plan Amendment Approved
SRIJULSUP COMPANY: Files Business Reorganization Petition
THAI DURABLE: SET Grants Listed Securities
TPI POLENE: TRIS Assigns Preliminary `BBB-` and `BBB' Ratings
- - - - - - - -
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A U S T R A L I A
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AUSTRALIAN MAGNESIUM: Director Sharp Changes Interest
-----------------------------------------------------
Australian Magnesium Corporation Limited issued this notice:
CHANGE OF DIRECTOR'S INTEREST NOTICE
Name of Company Australian Magnesium Corporation Limited
ABN 51 010 441 666
We (the entity) give the ASX the following information under
listing rule 3.19A.2 and as agent for the director for the
purposes of section 205G of the Corporations Act.
Name of Director Rodney William Sharp
Date of last notice 02/08/2002 (amended)
Part 1 - Change of director's relevant interests in securities
Direct or indirect interest Indirect interest
Nature of indirect interest
(including registered holder) The shares are held on trust
for the Director under the
Company's Executive Share Plan
Trust Deed for a period of
four years from the date of
allocation specified below.
The shares may vest in the
Director at an earlier date in
the limited circumstances
permitted by the Trust Deed.
The registered holder is
Berne 132 Nominees Pty Ltd
(A/C 322491).
Date of change Allocation date: 31/07/2002
No. of securities held prior
to change 50,000 DES (direct interest)
3,411 Ordinary fully paid
shares (direct interest)
Class Ordinary fully paid shares
Number Acquired 200,000 fully paid ordinary
shares
Number disposed Nil
Value/consideration Value of $99,836.
No. of securities held after
change 50,000 DES (direct interest)
3,411 Ordinary fully paid
shares (direct interest)
200,000 Ordinary fully paid
shares (indirect interest)
Nature of change On-market acquisition of
shares to be held on Trust
for the Director under the
Company's Executive Share Plan
Trust Deed.
Part 2 - Change of director's relevant interests in contracts
N/A
CTI COMMUNICATIONS: Shareholders Change Substantial Holding
-----------------------------------------------------------
Richard Harris, Geoff Beckett & Gareth Gearon changed their
relevant interest in CTI Communications Limited on 20/06/2002,
from 600,000 ordinary fully paid shares (9.23%) to 1,200,000
ordinary fully paid shares (5.43%).
Wrights Investors' Service reports that at the end of 2001, CTI
Communications had negative working capital, as current
liabilities were A$8.26 million while total current assets were
only A$6.46 million.
GENETIC TECHNOLOGIES: Posts Change of Director`s Interest
---------------------------------------------------------
Genetic Technologies Limited posted this notice:
CHANGE OF DIRECTOR'S INTEREST NOTICE
Name of Company Genetic Technologies Limited
ABN 17 009 212 328
We (the entity) give the ASX the following information under
listing rule 3.19A.2 and as agent for the director for the
purposes of section 205G of the Corporations Act.
Name of Director Dr Mervyn Jacobson
Date of last notice 15/07/2002
Part 1 - Change of director's relevant interests in securities
Direct or indirect interest Direct and Indirect
Nature of indirect interest
(including registered holder) Dr Mervyn Jacobson
controls JGT Aps
(49,000,000) and Mervyn
Jacobson Aps (49,000,000)
Date of change 12/07/2002 - 02/08/2002
No. of securities held prior
to change 49,000,000 - JGT Aps
49,000,000 - Mervyn Jacobson Aps
2,499,600 - Direct
Class Fully paid ordinary
shares
Number Acquired 13,900
Number disposed Nil
Value/consideration $6,241.32
No. of securities held after
change 49,000,000 - JGT Aps
49,000,000 - Mervyn Jacobson Aps
2,513,500 - Direct
Nature of change On Market purchases
Part 2 - Change of director's relevant interests in contracts
Detail of contract -
Nature of direct interest -
Name of registered holder
(if issued securities) -
Date of change -
No. and class of securities to which
interest related prior to change -
Interest Acquired -
Interest disposed -
Value/consideration -
Interest after change -
On June 6, TCR-AP reported that the Company sold all of its
remaining Victorian mining assets. This disposal was achieved by
GTG selling all issued shares in its wholly owned subsidiary, Mt
Alexander Goldfields NL. The sale was settled on 4 June 2002.
According to Wrights Investors' Service, GenTech reported losses
during the previous 12 months and paid no dividends during the
last 12 months.
HIH INSURANCE: Releases Commission's Sitting Schedule
-----------------------------------------------------
The HIH Royal Commission will usually sit each Monday to Friday
in August and September.
Hours of Sitting
The sitting times are usually Monday to Friday 9:30AM to 11AM,
11:15 am to 12:45 pm; and 2:15 pm to 3:30 pm and 3:45 pm to 4:30
pm.
Commission Location
Level 8, 'The Landmark' 345 George Street, Sydney
OPEN TELECOMMUNICATIONS: Creditors Defer Decision
-------------------------------------------------
Open Telecommunications Limited announced that its creditors on
Thursday agreed to defer the fate of the Company until October
to allow the administrator, Robert Whitton of Deloitte Touche
Tohmatsu, to continue efforts to sell parts of the business in
an attempt to keep the company trading.
Creditors formally agreed to adjourn the meeting for up to 60
days to allow the administrator to sort through the 45
expressions of interest in various parts of Open Tel's business,
predominantly its Operations Support System (OSS) business.
At the second meeting of creditors on Thursday, Mr Whitton said
he required the extension of time to find the best deal for the
company and that he had given potential buyers until the end of
the month to finalize their offers.
Mr Whitton also said that the company was currently in a better
net cash position than it was at the time of his appointment on
July 12, due to the success of negotiations with key customers
for the continuation of existing contracts.
"As a result of negotiations we have received payments from
customers that the company previously didn't expect to recover,"
Mr Whitton said.
The negotiations had also enabled a further 56 employees to
return to work, mostly in Melbourne, in addition to the 70 that
were reinstated in Sydney in July.
Trading of Open Tel shares on the Australian Stock Exchange,
which have been suspended since April, will remain suspended
during the administration.
OPEN TELECOMMUNICATIONS: Issues Administrators' Letter
------------------------------------------------------
Open Telecommunications Limited posted the letter of R W Whitton
of R W Whitton and P G Yates, Joint and Several Voluntary
Administrators of the Company, to shareholders:
"On 12 July 2002, Peter George Yates and I were appointed Joint
and Several Voluntary Administrators of the abovenamed company
by its directors pursuant to Section 436A of the Corporations
Act 2001 ("the Act"). The directors made this appointment as it
was believed that the company was insolvent, or likely to become
insolvent at some future time.
"As Administrators, it is our responsibility to represent the
interests of creditors. In this regard, we have a duty to
evaluate the financial position of the company and assess all
options to enable the company to continue trading.
"In doing so, we have secured the commitment of key customers.
This has enabled approximately 120 staff who were previously
stood down upon our initial appointment, to return to work.
"We have called for expressions of interest from prospective
buyers to purchase various parts of the business, including Open
Tel's Operations Support System (OSS). We expect this process to
be finalized by the end of August 2002.
"At this stage, we are unable to provide shareholders with any
certain advice about their financial interest in the company,
but note that the trading of shares on the Australian Stock
Exchange ("ASX") will remain suspended until further notice to
the ASX from this office.
"Please note that no transfer of shares or alteration in the
status of members in the company is to take place during our
appointment. Should this occur, such transactions will be voided
pursuant to Section 437F of the Act.
"It should also be noted that the ASX Settlement and Transfer
Corporation Pty Ltd ("ASTC") has suspended CHESS approval for
Ordinary shares in the company (ASX Security Code: OTT). The
effect of this suspension will be that no transfer or conversion
messages will be processed unless initiated by the company. We
confirm that we will not initiate any messages during our
appointment period.
"During the course of the administration I will endeavor to keep
shareholders informed of any relevant matters via the Open
Telecommunications website www.ot.com.au.
"Should you have any further queries, please contact Derek Yung
of this office on +61 2 9322 7375."
WOOLWORTHS LIMITED: Reaches Heads of Agreement With United Star
---------------------------------------------------------------
Australian Independent Wholesalers Pty Limited and United Star
Supermarkets Limited have announced Friday that a Heads of
Agreement has now been reached on the purchase of AIW's
Queensland operations from parent company, Woolworths Limited.
United Star appointed Accountants and Auditors, PKF Brisbane to
conduct due diligence on the business early June after the
decision by Woolworths to exit from wholesaling. The project to
conduct due diligence was a major undertaking in a relatively
short period of time.
Successful negotiations now pave the way for independent
retailers to have involvement in their own distribution channel
and ensures that retailers have a choice of warehouses and are
able to capitalize on direct negotiations with manufacturers.
United Star's strategic plan for the business includes a
regenerated and extended Fabulous house brand range as well as 2
focus on customer service initiatives with an emphasis or retail
development.
Retail development for an independently operated warehouse is a
key strategic direction that is based on successful overseas
models and Plans are already in place to expand the warehouse
customer base through new store development in key markets.
The Heads of Agreement foreshadows a number of conditions
precedent that must be satisfied by United Star before the
transaction is completed, with all terms and conditions still to
be reflected in formal documentation which the parties must
agree upon.
It is a high priority to ensure uninterrupted supply to
customers and discussions with other interested independent
retailers are now taking place. Retailer interest from other
groups is very strong, as many customers are interested in
supporting a wholly owned Australian company owned by
independents.
Friday Group Chairman Bob Little praised AIW executives and
Woolworths for their commitment to its customers "Roger Corbett
and Bill Wavish have shown enormous faith in us for which we are
grateful" Mr Little said Friday. "The assistance given to us by
the Woolworths and AIW team throughout the due diligence process
and in negotiations has been outstanding" he added.
Chief Executive Officer for United Star Supermarkets, Geoff
Ashton, has extended an open invitation to all independents who
want to join other progressive retailers in supporting their own
distribution center.
Mr Ashton said Friday, "The purchase of AIW's Queensland
operation is history in the making and a milestone in the
evolution of a retail driven distribution channel where the
customers have a say in their future and receive the benefits of
being able to control distribution from manufacturer to
consumer". "This is an excellent opportunity to drive the
industry forward for all independents".
A toll free inquiries line has been set up for retailers to
register their interest - 1300 661 441.
================================
C H I N A & H O N G K O N G
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DAILYWIN GROUP: August 22 AGM Scheduled
---------------------------------------
Dailywin Group Limited notified that its Annual General Meeting
will be held at Garden Rooms C-D, 2nd Floor, Hotel Nikko
Hongkong, 72 Mody Road, Tsimshatsui East, Kowloon, Hong Kong on
Thursday, 22 August 2002 at 10:00 a.m. for the following
purposes:
1. To receive and consider the Audited Consolidated Financial
Statements and the Reports of the Directors and Auditors for the
year ended 31 March 2002.
2. To re-elect Mr. Tang Ching Ho as an executive director.
3. To re-elect Mr. Chan Chun Hong, Thomas as an executive
director.
4. To re-elect Mr. Leung Wai Ho as an executive director.
5. To re-elect Mr. Siu Man Ho, Simon as an independent non-
executive director.
6. To re-elect Mr. Yuen Chi Choi, Simon as an independent non-
executive director.
7. To re-elect Mr. Cho Wing Mou as an independent non-executive
director.
8. To re-appoint Auditors and to authorize the Board of
Directors to fix their remuneration.
9. As special business, consider and, if thought fit, pass with
or without amendments the following resolutions as Ordinary
Resolutions:
(A) "THAT:
(a) subject to paragraph (c) below, the exercise by the
directors of the Company during the Relevant Period (as
hereinafter defined) of all the powers of the Company to allot,
issue and deal with additional shares of HK$0.01 each in
the capital of the Company or securities convertible into
Shares, or options, warrants or similar rights to subscribe for
any Shares, and to make or grant offers, agreements and options
which would or might require the exercise of such powers,
subject to and in accordance with all applicable laws, be and is
hereby generally and unconditionally approved;
(b) the approval in paragraph (a) above shall in addition to
any other authorizations given to the Directors and shall
authorize the Directors during the Relevant Period to make or
grant offers, agreements and options which might require the
exercise of such powers after the end of the Relevant Period;
(c) the aggregate nominal amount of share capital allotted or
agreed conditionally or unconditionally to be allotted (whether
pursuant to an option or otherwise) by the Directors pursuant to
the approval in paragraph (a) above, otherwise than pursuant
to:
(i) a Rights Issue (as hereinafter defined);
(ii) the exercise of rights of subscription or conversion
under terms of any convertible notes issued by the Company or
any securities, which are convertible into Shares;
(iii) the exercise of any option under the share option
scheme or similar arrangement for the time being adopted for the
grant or issue to officers and/or employees of the Company
and/or any of its subsidiaries of Shares or rights
to acquire Shares; and
(iv) any scrip dividend or similar arrangement providing
for the allotment of shares in lieu of the whole or part of a
dividend on the Shares in accordance with the bye-laws of the
Company in force from time to time, shall not exceed 20 per
cent. of the aggregate nominal amount of share capital of the
Company in issue at the date of passing this Resolution and the
said approval shall be limited accordingly;
(d) subject to the passing of each of the paragraphs (a), (b)
and (c) of this Resolution, any prior approvals of the kind
referred to in paragraphs (a), (b) and (c) of this Resolution
which had been granted to the Directors and which are still in
effect be and are hereby revoked; and
(e) for the purpose of this Resolution:
"Relevant Period" means the period from the passing of this
Resolution until whichever is the earliest of:
(i) the conclusion of the next annual general meeting of
the Company;
(ii) the expiration of the period within which the next
annual general meeting of the Company is required by Bermuda law
or the Company's bye-laws to be held; or
(iii) the revocation or variation of the authority given
under this Resolution by an ordinary resolution of the
shareholders of the Company in general meeting; and
"Rights Issue" means the allotment, issue or grant of Shares
pursuant to an offer of Shares open for a period fixed by the
Directors to holders of Shares or any class thereof on the
register of members on a fixed record date in proportion to
their then holdings of such Shares or class thereof (subject to
such exclusions or other arrangements as the Directors may deem
necessary or expedient in relation to fractional entitlements or
having regard to any restrictions or obligations under the
laws of, or the requirements of, any recognized regulatory body
or stock exchange in any territory outside Hong Kong)."
(B) "THAT:
(a) subject to paragraph (b) below, the exercise by the
directors of the Company during the Relevant Period (as
hereinafter defined) of all the powers of the Company to
repurchase shares of HK$0.01 each in the capital of the
Company be and is hereby generally and unconditionally approved;
(b) the aggregate nominal amount of the Shares which may be
repurchased by the Company pursuant to the approval in paragraph
(a) above shall not exceed 10 percent of the aggregate nominal
amount of the share capital of the Company in issue at the date
of passing of this Resolution, and the said approval shall be
limited accordingly;
(c) subject to the passing of each of the paragraphs (a) and
(b) of this Resolution, any prior approvals of the kind referred
to in paragraphs (a) and (b) of this Resolution which had been
granted to the Directors and which are still in effect be and
are hereby revoked; and
(d) for the purpose of this Resolution:
"Relevant Period" means the period from the passing of this
Resolution until whichever is the earliest of:
(i) the conclusion of the next annual general meeting of
the Company;
(ii) the expiration of the period within which the next
annual general meeting of the Company is required by Bermuda law
or the Company's bye-laws to be held; or
(iii) the revocation or variation of the authority given
under this Resolution by an ordinary resolution of the
shareholders of the Company in general meeting."
(C) "THAT conditional upon resolutions set out in paragraphs (A)
and (B) of item 9 in the notice convening this meeting, the
general mandate granted to the directors of the Company to
exercise the powers of the Company to allot, issue and otherwise
deal with shares of the Company pursuant to resolution set out
in paragraph (A) of item 9 set out in the Notice be and is
hereby extended by the addition to the aggregate nominal amount
of the share capital of the Company which may be allotted by
the Directors pursuant to such general mandate an amount
representing the aggregate nominal amount of the share capital
of the Company repurchased by the Company under the authority
granted pursuant to resolution set out in paragraph (B) of item
9 set out in the Notice, provided that such amount shall not
exceed 10 per cent. of the aggregate nominal amount of the share
capital of the Company in issue at the date of passing of this
Resolution."
10. As special business, consider and, if thought fit, pass with
or without modification, the following resolution as a Special
Resolution:
"THAT, subject to the approval of the Registrar of Companies in
Bermuda, the name of the Company be changed to "Wai Yuen Tong
Medicine Holdings Limited."
GOOD EXPRESS: Faces Winding Up Petition
---------------------------------------
The petition to wind up Good Express Investment Limited, with a
registered address of G/F., Shop E, 101 Kweilin Street,
Shamshuipo, Kowloon, Hong Kong, was set for hearing before the
High Court of Hong Kong on July 24, 2002. The petition was
filed with the court on April 29, 2002.
HOI FAI: Winding Up Petition Slated for Hearing
-----------------------------------------------
The petition to wind up Hoi Fai Handbags Company Limited was set
for hearing before the High Court of Hong Kong on July 24, 2002.
The petition was filed with the court on April 17, 2002 by the
Company, whose registered office is situated at Room 1604,
16/F., Lippo House, Causeway Bay Plaza Ii, 463-468, Lockhart
Road, Causeway Bay, Hong Kong.
IDEAL TEXTILE: Petition to Wind Up Pending
------------------------------------------
The petition to wind up Ideal Textile Trading Co. Limited was
heard before the High Court of Hong Kong on July 234, 2002. The
petition was filed with the court on April 17, 2002 by the
Company, which registered office is situated at Block B, 1/F.,
Wang Tak House, 143-145 Ki Lung Street, Shamshuipo, Kowloon,
Hong Kong.
KEEN CHOICE: Winding Up Petition Hearing Set
--------------------------------------------
The petition to wind up Keen Choice Limited was scheduled for
hearing before the High Court of Hong Kong on July 24, 2002.
The petition was filed with the court on April 18, 2002 by the
Company whose registered office is situated at Shop Nos 41a, 49-
50 & 52-53, Upper G/F., China Hong Kong City, 33 Canton Road,
Tsimshatsui, Kowloon, Hong Kong.
NEW RANK: Changes Company Name
------------------------------
New Rank City Development Limited requested market participants
to note that the name of the Company has been changed to "New
City (Beijing) Development Limited". Accordingly, the stock
short name of its ordinary shares (stock code: 456) will also
be changed to "NEW CITY" with effect from Friday, 26 July 2002.
The Company also confirmed that on 24 July 2002 a writ of
summons was issued by Sun Hung Kai Properties Consultants
Limited (SHKPCL) against the Company, Guang Jing (China)
Limited, previously a wholly-owned subsidiary of the Company and
Asia Businet Co. Limited, a related company of the Group of
which Mr. Leung is one of the directors claiming for the sum of
approximately HK$3.1 million (Proceeding) being the alleged
compensation for the alleged breach of a Tenancy Agreement
entered into between SHKPCL and Guang Jing (China) Limited in
respect of the previous office premises of the Company.
The Board is currently consulting legal advice regarding the
Proceeding and considering the appropriate course of action to
be taken. Since the Proceeding is at a very early stage, the
Board is of the view that its impact on the financial position
of the Company is yet to be assessed but does not have
significant impact to the Company in the event of such payment
is demanded to pay.
However, the Stock Exchange is looking into the matter as to
whether the Company and/or its directors has breached paragraph
2 of the Listing Agreement and the Stock Exchange reserves the
right to take appropriate action against the Company and/or its
directors regarding this matter.
Further announcement will be made to keep shareholders informed
of any material development in this regard.
TECHCAP HOLDINGS: Further Delay in Circular Dispatch
----------------------------------------------------
The dispatch of the circular in connection with the major
transaction of TechCap Holdings Limited announced on 28 June
2002 is expected to be further delayed from 8 August 2002 to a
date on or before 26 August 2002.
The Company board of directors refers to the major transaction
of the Company announced on 28 June 2002 regarding the proposed
acquisition of a 4% interest in the share capital of Global Med
International Limited. It wishes to advise that the dispatch of
the Circular is expected to be further delayed from 8 August
2002 to a date on or before 26 August 2002 as more time is
needed to prepare certain financial information required for
inclusion in the Circular.
The Company has made an application to The Stock Exchange of
Hong Kong Limited for a waiver from strict compliance with the
21 days deadline for dispatch of circular requirement set out in
Rule 14.13(2) of the Listing Rules.
WO KEE: Requests Trading Suspension
-----------------------------------
Wo Kee Hong (Holdings) Limited requested trading in its shares
to be suspended with effect from 9:30 a.m. Thursday
(8/August/2002) pending the publication of an announcement
relating to the proposed capital reorganization of the Company.
Wo Kee Hong 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.
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I N D O N E S I A
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PERTAMINA: Asset Ownership Issue Heard at Court of Appeals
----------------------------------------------------------
The U.S. Court of Appeals for the Second Circuit on Wednesday
heard expedited appeals by Karaha Bodas Company, L.L.C. (KBC)
and Pertamina, Indonesia's state-owned oil and gas company, to
determine the disposition of US$275 million in assets currently
frozen in New York banks. KBC garnished the assets in February
2002 as part of a worldwide legal campaign to secure payment on
a US$261 million international arbitral award. The court's
decision, expected as early as this month, will set a precedent
for U.S. companies that seek to enforce payment of legal awards
from foreign, state-owned entities.
At the heart of the hearing is a crucial question of ownership:
can a commercially-run, state-owned entity such as Pertamina
hold millions of dollars in its own name and use the funds to
finance business but not actually own those funds? KBC contends
that a company must be required to characterize assets in a way
that is transparent to business partners.
"KBC entered into a business agreement with Pertamina as a
corporate entity with its own assets, separate and apart from
the Government of Indonesia," said Chris Dugan, chief litigator
for KBC and partner, Jones, Day, Reavis & Pogue. "Now that
Pertamina owes KBC US$261 million, those assets suddenly belong
to the state and are untouchable. It is opaque business
practices such as these that feed investor fears and contribute
to the foreign capital flight that's plaguing the economic
recovery of Indonesia."
In February, KBC served Restraining Notices on The Bank of New
York and Bank of America, which serve as trustees for Pertamina
and a number of its production-sharing partners (PSPs). The
banks initially restrained more than US$170 million in accounts,
held in Pertamina's name, that contain revenue from the sale of
liquefied natural gas. Since that time, payments from PSPs
continued to arrive and the frozen funds accrued to over US$500
million. In a June 19 ruling, the Court capped the amount of
frozen funds at US$275 million and released all additional
monies.
Pertamina and the Government of Indonesia opposed the
Restraining Notices, claiming that the funds belong to the
Government of Indonesia. In April, the U.S. District Court for
the Southern District of New York held that a portion of the
trust funds belong to Pertamina and a portion to the Government
of Indonesia. Both KBC and Pertamina cross-appealed as to the
amount of KBC's entitlement. The court sent the case to the
Court of Appeals for the Second Circuit, leaving the trust funds
frozen until the appeal is complete.
To date, Pertamina has refused to pay the $261 million
international arbitration award, despite confirmation by courts
in the U.S., Hong Kong and Singapore. The award was decided
under United Nations guidelines that govern international
business.
SEMEN PADANG: Secures Loan From Bank Mandiri to Refinance Debt
--------------------------------------------------------------
PT Semen Padang, the troubled unit of cement company PT Semen
Gresik, has secured a loan from run PT Bank Mandiri to refinance
existing debt, AFX-Asia reports, citing Padang's Legal Adviser
Adnan Buyung Nasution & Partners.
"Our client (Semen Padang) secured a loan agreement with PT Bank
Mandiri on July 30 to refinance its debt and strengthen its
financial position," Nasution said, declining to give details on
the size or terms of the loan.
Semen Padang has been seeking a Rp500 billion loan to repay debt
owed to state-run pension fund PT Jaminan Sosial Tenaga Kerja
(Jamsostek) amounting to Rp200 billion, and another Rp300
billion to ABN-AMRO for a loan maturing on Aug 15.
Cemex SA de CV. Cemex currently owns around 25 percent of Semen
Gresik.
Gresik has since been trying to replace the Padang management,
but has so far been unsuccessful as Padang has the support of
the local courts and community.
=========
J A P A N
=========
AEON CO.: Closing 30 Outlets by February 2006
---------------------------------------------
Retailer Aeon Co Ltd, formerly known as Jusco Co. Ltd, aims to
shut down 30 outlets by the end of February 2006, to improve the
overall earnings structure, the Nikkan Kogyo Shimbun and AFX
Asia reported Thursday.
The report said the Company's outlets posted billions of yen in
losses per year.
TCR-AP reported last week that Aeon Co. announced plans to
dissolve two units namely Liz Japan Ltd and Sun-sun Land Co. in
the current fiscal year to March 2003.
The liquidation of the two units will cost of 1.2 billion yen in
fiscal 2002, but there will be no impact on its earnings
estimates for the year.
ALL NIPPON: Selling ANA Grand Hotel Sydney to GIC RE
----------------------------------------------------
All Nippon Airways (ANA) announced Thursday that its holding
Company, ANA Holding Pty Ltd has concluded a contract to sell
the ANA Harbour Grand Hotel Sydney (Lilyvale Hotel Pty Ltd) to
GIC Real Estate Pte Ltd (GIC RE) the real estate investment
Company of GIC (Government of Singapore Investment Corporation
Pte Ltd) for AUD 206.5 million.
"This transaction follows on the heels of the sale of the ANA
Grand Hotel Wien and is in line with the ANA Group's corporate
strategy of focusing resources on core operations," said Yoji
Ohashi, ANA's President and CEO. "This completes the sale of our
last fully-owned overseas hotel and proceeds will be utilized to
increase free cash flow and reduce interest-bearing debt."
As a provision of the contract, the property will continue to
bear the ANA brand and remain a member of ANA Hotels under a
license agreement that includes a sales function through a
referral system.
A summary of the sale may be found below.
Property Sold: ANA Harbour Grand Hotel Sydney
(176 Cumberland Street, The Rocks Sydney,
NSW 2000 Australia)
Date: Opened December 1, 1992
Expected Closing: End of August 2002
Acquiring Party: GIC Real Estate Pte Ltd
Transaction Price: AUD 206.5 million
With 524 flights a day serving 34 cities in Japan and 328
flights a week to 20 international destinations, ANA is the most
popular airline in Asia as measured by number of passengers
enplaned. Renowned for its attentive service, ANA constantly
strives to bring the best in air transport. ANA is a member of
Star Alliance, the first truly global airline alliance.
TCR-AP reported last month that All Nippon posted a net loss of
9.5 billion yen for the year ended in March, the airline's
fourth annual loss in five years.
AOZORA BANK: Cuts Bad Loans by Y19.9B in Three Months
-----------------------------------------------------
Aozora Bank has a total of 469.7 billion yen in bad loans as of
June end, down 19.9 billion yen from the end of March, Kyodo
News reported Friday.
The Company, which is the reincarnation of failed Nippon Credit
Bank, posted an operating profit of 7.4 billion yen during the
period.
Address:
Aozora Bank Ltd.
13-10 Kudan-kita 1-chome, Chiyoda-ku
Tokyo 102-8660, Japan Phone: +81-(0)3-3263-1111
Fax: +81-(0)3-3239-8065
http://www.aozorabank.co.jp
Aozora Bank (formerly Nippon Credit Bank) was the second
Japanese credit bank nationalized in the wake of Asia's
financial crisis after the Long-Term Credit Bank of Japan (now
Shinsei Bank, owned by US investor group Ripplewood Holdings).
Bad loans and Japan's "Big Bang" financial deregulation added to
the bank's troubles. Traditionally a lender to small and
midsized businesses, before the takeover it had started closing
overseas branches and expanding its financial services. Aozora
has a network of 15 branches in Japan and about five offices
overseas. A consortium led by Japan's SOFTBANK took over Aozora
Bank after finally reaching an agreement with the government.
FUJITSU LIMITED: Issues Statement on Defense Agency Report
----------------------------------------------------------
It has been reported in the media that the Japan Defense Agency
is considering penalizing Fujitsu Ltd. by suspending it from
designated bidder status for allegedly neglecting to submit to
the Agency the names of some of the third-party companies
subcontracted to develop a portion of the software for the
Ground Self-Defense Force's Data Communications System.
Regarding this matter, Fujitsu said on Wednesday that it has
already properly submitted the information in accordance with
its contracts with the Defense Agency. In order to clear up any
misconception, the Company is again making a full explanation to
the Agency.
Contact:
Takashi Yagi, Robert Pomeroy
Fujitsu Limited, Public & Investor Relations
Tel: +81-3-3215-5259 (Tokyo)
FUJITSU LTD: Transfers Printer Systems Operations to Fuji Xerox
---------------------------------------------------------------
Fuji Xerox Co., Ltd. and Fujitsu Limited announced Wednesday
that they have signed a letter of intent for Fujitsu's printer
systems business to be transferred to Fuji Xerox. The move,
which builds on close cooperation in the document solutions
business, is intended to allow both companies to focus on their
strategic priorities. Details of the transfer are currently
being discussed, and a definitive agreement is expected by the
end of November.
Based on the letter of intent, Fujitsu will transfer to Fuji
Xerox its printer systems development operations and
manufacturing rights, as well as its related wholesale business
for sales of consumable products to affiliated companies. The
transfer excludes Fujitsu's personal computer-related printer
business. Fuji Xerox will acquire Fujitsu's assets related to
the operations being transferred, and Fujitsu employees engaged
in these operations will be transferred to Fuji Xerox. Even
after the transfer, however, manufacturing of printer systems
will be handled by a Fujitsu affiliate. In addition, Fujitsu
will continue to market and provide maintenance services for
printer systems to its customers.
With its state-of-the art color laser printer engine and image
processing technology, Fuji Xerox is a leader in the document
solutions business. From low-end desktop printers to high-speed
high-end printers, the company has positioned its full line of
laser printers as one of its core businesses. In October 2001,
Fuji Xerox acquired NEC Corporation's laser printer business,
and has subsequently been exploring a wide range of options for
further strengthening its business, including through tie-ups
with partners like Fujitsu.
Fujitsu has been undertaking various measures in conjunction
with the major structural reform program and mid-term strategy
for achieving new growth opportunities that it announced last
August. In accordance with these measures, and after reviewing
its growth strategy for the printer systems business, in which
it has noted strengths in high-speed printing and controller
technologies, the company determined that the needs of its
customers would best be served by partnering with Fuji Xerox
rather than continuing to develop the business on its own.
Fujitsu is a leading provider of customer-focused IT and
communications solutions for the global marketplace. Pace-
setting technologies, high-reliability/performance computing and
telecommunications platforms, and a worldwide corps of systems
and services experts make Fujitsu uniquely positioned to unleash
the infinite possibilities of the broadband Internet to help its
customers succeed. Headquartered in Tokyo, Fujitsu Limited
reported consolidated revenues of 5 trillion yen (about US$38
billion) for the fiscal year ended March 31, 2002. For further
information, please visit the Fujitsu Limited home page at:
www.fujitsu.com/
TCR-AP reported that Fujitsu reported a first quarter
consolidated operating loss of 29.0 billion yen (US$242
million), an improvement of 13.3 billion yen over the operating
loss recorded during the corresponding quarter of the previous
fiscal year. Due in part to costs associated with continuing
restructuring efforts, the Company posted a net loss for the
period of 56.4 billion yen (US$470 million), compared with a net
loss of 55.4 billion during the corresponding period last year.
NISSAN MOTOR: Buys Back 3M Shares For Y2.52B
--------------------------------------------
Nissan Motor Co Ltd said it bought back 3 million shares for
2.52 billion yen between July 29 and July 31, AFX Asia reports.
The Company received approval from its board to buy back 75
million shares for up to 100 billion yen.
TCR-AP reported that the carmaker is planning to issue an 85
billion yen three-year domestic straight bond with a 0.59
percent coupon. The bond payment will mature on July 19, 2005.
In its restructuring plan, Nissan had pledged to achieve an
operating margin of 4.5 percent and net debt of no more than 700
billion yen.
NTT DOCOMO: Launches DoCoMo Card
--------------------------------
NTT DoCoMo, Inc. and its eight regional subsidiaries announced
Wednesday that DoCoMo, in tie-ups with eight credit card
companies, will introduce the "DoCoMo Card," a new credit card
that will be available nationwide from August 19.
Holders of the DoCoMo Card will automatically become
ClubDoCoMo(R) members, qualifying for double discounts and
gaining various priority privileges at about 500 locations
throughout Japan, including resort hotels and leisure
facilities, depending on points earned.
Points will be accumulated with mobile phone usage or when using
the card for purchases. DoCoMo's existing point systems-"DoCoMo
Point Service" and ClubDoCoMo-cover monthly cellular phone
payments only. With the new card, one point will be earned per
400 yen worth of purchases and per 100 yen worth of cell phone
charges (as before). Points can be redeemed to buy such DoCoMo
goods as cell phones. Five hundred points are worth 2000 yen,
double the amount offered by DoCoMo Point Service.
Application for the DoCoMo Card can be made at DoCoMo branch
offices and affiliated "DoCoMo Shops", or by sending the
application to the DoCoMo Card Desk (form can be obtained by
phoning). First-year membership fees will be waived (except for
Saison Amex Card and Gold Card users).
From September 9, DoCoMo customers nationwide will also be able
to use credit cards for their monthly cellular phone service
payments, in addition to the present methods. The change is
supported by 18 credit card companies and applies to PDC
cellular phone, 3G FOMA(R), satellite phone, packet transmission
service DoPa(R) and PHS services.
Please see NTT DoCoMo's website for further details concerning
DoCoMo point awards and affiliated credit card companies at:
http://ipo.client.shareholder.com/downloads/20020807attachment.p
df
i-mode and FOMA are trademarks or registered trademarks of NTT
DoCoMo, Inc. in Japan and other countries. ClubDoCoMo and DoPa
are registered trademarks of NTT DoCoMo, Inc. in Japan.
=========
K O R E A
=========
DAEWOO MOTOR: Selling Bus Operations to YoungAn Consortium
----------------------------------------------------------
Daewoo Motor Co has signed a memorandum of understanding (MoU)
to sell its bus operations in Pusan and China for 140 billion
won to a consortium of YoungAn Development Co Ltd and YoungAn
Hat Co Ltd, AFX Asia said Thursday.
A final contract will be signed by the end of September after a
due-diligence exercise. The MoU agreed to the transfer of all
staff in the bus operations to the new owner.
HYUNDAI MERCHANT: Board OKs Auto Shipping Ops Sale Plan
-------------------------------------------------------
The Board of Directors of Hyundai Merchant Marine Co has
approved a plan to sell its auto shipping operations for US$1.5
billion to a consortium formed by Wallenius Wihelmsen Lines
(WWL) and Hyundai Motor group, AFX Asia reported Thursday.
The final definitive contract will be signed soon.
The consortium will set up a joint venture to run the fleet of
about 70 vessels, with Sweden's Wallenius Lines and Norway's
Wilhelm Wilhelmsen Ltd taking a 40 percent stake each and
Hyundai Motor and Kia Motors taking a 10 percent each.
Hyundai will hold an Extraordinary General Meeting (EGM) on
September 24 to seek shareholders' approval on the proposed
sale.
The report said shareholders who will oppose to the deal would
be bought out at 2,904 won per share.
SAEHAN CORP: Benefits From Restructuring Scheme
-----------------------------------------------
Saehan Corp, which went into a debt-workout process in 2000,
benefited from its hard-core restructuring efforts, the Korea
Herald reported Thursday.
The Company has raised a total of 150.4 billion won by selling
off unprofitable businesses and real estate.
During the first six months of this year, the textile firm made
75.7 billion won by selling its processed film operation and a
Company building in Gongdeok-dong, eastern Seoul.
Other restructuring measures included reducing its six business
headquarters to four and cutting about 700 employees.
In July, Saehan additionally slashed about 200 employees through
an agreement with the union, while also deciding to freeze wages
until operations normalize.
The Company's restructuring efforts posted an 85 percent
increase on year in operating profit in the first half of the
year, which totaled 39.6 billion won.
The Company's ordinary profit is expected to increase by a
whopping 411 percent, to reach 4 billion won.
TONGKOOK CO.: Undergoes Restructuring, Sees 1H02 W39.6B Profit
--------------------------------------------------------------
As part of its debt-restructuring scheme, Tongkook Co., has
secured 163 billion won by selling real estate and attracting
investment, the Korea Herald reported Thursday.
The textile firm closed operations of unprofitable factories. A
total of 1,766 employees or 41 percent of the workforce were
laid off.
The Company expects an operating profit for the first six months
of the year to increase by 196 percent or 39.6 billion won.
Along with restructuring scheme, a rise in the selling price per
unit of spandex, one of the Company's key items, also helped the
corporation to recover.
SEOUL BANK: Preferred Buyer Selection Delayed
---------------------------------------------
The Public Fund Oversight Committee has decided to delay its
final selection of a preferred buyer for Seoulbank by into next
week, the Korea Economic Daily reported.
Committee members requested more time to assess the fairness of
the valuations in Hana Bank's proposal.
Hana Bank proposed an equity swap deal with one Hana Bank share
offered for every 2.1 Seoulbank shares.
Few members of the committee raised a question over the
recommendation by its sub-committee of Hana Bank over Lone Star
Fund as the favored bidder for the ailing bank, the newspaper
said. (M&A REPORTER - ASIA PACIFIC, Vol. No.1, Issue No. 157,
August 9, 2002)
SEOULBANK: Lone Star Revises Bid
-------------------------------
U.S. fund Lone Star submitted a revised bid for nationalized
Seoulbank, Reuters said Friday, citing an unnamed official from
the Finance Ministry.
The government aims to conclude its biggest bank privatization
deal in August and is reviewing bids worth about one trillion
won ($836 million) from Lone Star and Hana Bank.
Authorities will review whether the revised bid could be
accepted, but did not reveal further details.
Lone Star officials were not available for immediate comment.
===============
M A L A Y S I A
===============
AMSTEEL CORPORATION: SC Grants Conditional Proposal Approval
------------------------------------------------------------
OSK Securities Berhad, on behalf of the Board of Directors of
Amsteel Corporation Berhad, in relation to the Proposals,
announced that:
(i) the Securities Commission (SC) has vide its letter dated
30 July 2002, which was received on 31 July 2002, approved the
Proposals, subject to the following conditions:
(a) the basis and justification for the consideration to be
paid by Black Tiger Aquaculture Sdn. Bhd. (BTA), the acquiror,
in relation to the Proposals is to be disclosed in an
information circular to be issued to the shareholders of
Amsteel; and
(b) the Proposals will need to be implemented in accordance
with the requirements of the Securities Commission's Policies
and Guidelines on Issue/Offer of Securities.
The SC has also approved the utilization of the proceeds from
the Proposals amounting to RM11,832,153 for the items as set out
in Table I at
http://www.bankrupt.com/misc/TCRAP_Amsteel0812.pdf.
Amsteel and OSK are also required to provide written
confirmations to the SC upon completion of the Proposals.
Save and except for the dispatch of the information circular to
the shareholders of Amsteel, the Board has agreed to the
conditions imposed by the SC. The Board shall be seeking a
waiver from the SC in respect of the said condition.
(ii) Bank Negara Malaysia has vide its letter dated 18 July
2002, approved BTA's application for the remittance of foreign
fund to settle the total consideration of the Proposals, within
six (6) months from the date of its letter.
As at the date of this announcement, the following conditions
precedent to the Proposals are still outstanding:
(a) the approval of the Foreign Investment Committee; and
(b) BTA's second due diligence on Peridang and Arus.
Amsteel will inform the Kuala Lumpur Stock Exchange of any
further developments in respect of the Proposals.
The PROPOSALS collectively refers to:
* Proposed Disposal By Lion Ipoh Parade Sdn. Bhd. (LIP), A
Wholly-Owned Subsidiary Of Ayer Keroh Resort Sdn. Bhd. Which Is
In Turn A 70%-Owned Subsidiary Of Amsteel Corporation Berhad
(Amsteel), Of The Entire Equity Interest In Peridang (M) Sdn.
Bhd. (Peridang) For A Cash Consideration Of Rm754,998
* Proposed Disposal By Lip Of The Entire Equity Interest In
Arus Setia Sdn. Bhd. (Arus) For A Cash Consideration Of Rm2
* Proposed Discharge By Lip Of Peridang From The Repayment Of
The Net Inter-Company Amounts Outstanding For A Cash
Consideration Of Rm10,037,344 (Proposed Discharge Of Peridang)
* Proposed Discharge By Lip Of Arus From The Repayment Of The
Net Inter-Company Amounts Outstanding For A Cash Consideration
Of Rm1,039,809 (Proposed Discharge Of Arus).
CHG INDUSTRIES: Legal Advisers Starts DRA Drafting
--------------------------------------------------
CHG Industries Berhad advised that a meeting between the
independent financial advisor and all banks involved in the
proposed restructuring proposals was held on 8 July 2002.
Pursuant to the meeting certain terms and mechanism of the
restructuring proposals have been modified to accommodate the
requests of the banks raised during the meeting.
The Company also announced that the Kuala Lumpur Stock Exchange
has on 6 August 2002 approved the Company's application for an
extension of time to 31 July 2002 to enable the Company to
announce its Requisite Announcement. The Company had on 30 July
2002 made an application for further extension of time to 30
August 2002 to make the Requisite Announcement.
Meanwhile, legal firms have been engaged to commence the
drafting of the Debts Restructuring Agreement (DRA) and the
Company is also in the process of preparing the Requisite
Announcement while awaiting the lenders' official approval of
the scheme.
DAMANSARA REALTY: Provides Defaulted Payment Status Report
----------------------------------------------------------
Damansara Realty Berhad posted its monthly Default in Principal
and/or Interest Payment status report, pursuant to KLSE Practice
Note 1/2001, as follows:
a) Johor City Development Sdn Bhd (JCD) in relation to RM400
million Bank Guarantee Facility (BG Facility);
The Company is pleased to announce that Johor Corporation
(JCorp) had successfully completed its Debt Restructuring
Agreement (DRA) on 31 July 2002, which includes, inter-alia,
full and final settlement of JCD's obligation under the BG
Facility.
Following the completion of DRA, the parties hereto being JCorp,
JCD and DBHD have finalized a scheme of arrangement, which
reflects the settlement of the amount owed under the BG
Facility, of which the Company was a joint obligor. Details of
the arrangement are contained in the announcement to be released
by AmMerchant Bank Berhad on even date.
Accordingly, the guarantor banks are now obliged to release JCD
and DBHD from any obligations whatsoever under the BG Facility,
which include the release and discharge of the various assets of
JCD and DBHD currently, pledged under the BG Facility. In
addition, DBHD has also instructed its solicitors to file Notice
of Discontinuance with the High Court on the legal suit taken
against the guarantor banks.
b) DBHD in relation to RM13.7 million Revolving Credit
Facilities (RC Facilities); and
There is no material development on the default of the RC
Facilities. DBHD is still in the process of negotiating with the
Lenders for the purpose of restructuring the said Facilities.
c) Damansara Realty (Pahang) Sdn Bhd (DRP) in relation to RM57.9
million Syndicated Term Loan Facility (Term Loan Facility)
There is no material development on the default of the Term Loan
Facility. DRP is still in the process of negotiating with the
Lenders for the purpose of restructuring the Facility.
DAMANSARA REALTY: Welcomes Director Bin Mohamed to Boardroom
------------------------------------------------------------
Damansara Realty Bhd issued this Change in Boardroom notice:
Date of change : 06/08/2002
Type of change : Appointment Boardroom
Designation : Director
Directorate : Non Independent & Non Executive
Name : YBHG DATO' JOHARI BIN MOHAMED
Age : 56
Nationality : Malaysian
Qualifications : Bachelor of Science (Honors) degree in
Mechanical
Engineering from University of Strathclyde, Glasgow, Scotland
Working experience and occupation : Group Chief Operating
Officer, Johor Corporation (1989-2001)
Directorship of public companies (if any) : Kulim (Malaysia)
Berhad
Family relationship with any director and/or major shareholder
of the listed issuer : None
Details of any interest in the securities of the listed issuer
or its subsidiaries
GENERAL LUMBER: Enters Proposed Scheme MOU With Vendors
-------------------------------------------------------
General Lumber Fabricators & Builders Bhd (GLFB) on 16 July 2002
announced that it had received a proposal regarding a scheme to
restructure the Company.
Further to the said announcement, PM Securities Sdn Bhd, on
behalf of the Company, announced that on 5 August 2002, GLFB has
entered into a Memorandum Of Understanding (MOU) with fourteen
existing shareholders of Kin Yip Wood Industries Sdn Bhd (KYWI)
(Vendors), whereby the Company and the Vendors have reached an
agreement in-principle on the key areas of the Vendors'
participation in the proposed restructuring scheme of GLFB
(Proposed Scheme) pending execution of a detailed and
comprehensive formal agreement for the implementation of the
Proposed Scheme.
INFORMATION ON KYWI
KYWI was incorporated in Malaysia on 18 January 1984 under the
Companies Act 1965. The authorized share capital of KYWI is
RM50,000,000 divided into 50,000,000 ordinary shares of RM1.00
each, of which 40,265,823 ordinary shares have been issued and
paid-up. KYWI is principally involved in the manufacture and
sale of plywood and moulding products.
SALIENT TERMS OF THE MOU
The purpose of the MOU is to set out the principal terms of the
Proposed Scheme and the participation of the Vendors therein and
the injection of KYWI by the Vendors.
It is envisaged that the Proposed Scheme shall comprise of the
following steps:
(1) Incorporation of NewCo
A new company (NewCo) will be incorporated as the vehicle to
implement the Proposed Scheme.
(2) Shares Exchange
NewCo will offer to acquire the entire shareholding of each and
every existing shareholder in the Company by way of a scheme of
arrangement and compromise under Section 176 of the Companies
Act 1965. As consideration for the acquisition, NewCo will issue
to the Company's shareholders one (1) NewCo ordinary share of
RM0.50 each at par (NewCo Share) for every ten (10) ordinary
shares of RM1.00 each in the Company (Shares Exchange). Upon
completion of the Shares Exchange, the Company will become a
wholly-owned subsidiary of NewCo.
(3) Settlement of Debts
The Company shall implement a settlement scheme (by way of a
scheme of arrangement and compromise under Section 176 of the
Companies Act 1965) in respect of amounts owing to the secured
and unsecured creditors of GLFB (including creditors secured by
corporate guarantees by GLFB) (Scheme Creditors) involving:
(a) the settlement of RM20,000,000 by the issuance to the
Scheme Creditors of 20,000,000 NewCo Shares at par and
20,000,000 irredeemable convertible preference shares of RM0.10
each (ICPS) at an issue price of RM0.50 per ICPS by NewCo; and
(b) the proposed liquidation and/or assignment of all
existing assets of the Company and the subsidiaries whose debts
are guaranteed by the Company for the benefit of the Scheme
Creditors whereby the balance of the existing debts are
settled/compromised from proceeds/returns from the said assets
in final and full settlement thereof.
(4) Share Acquisition
NewCo will acquire the entire issued and paid-up share capital
of KYWI for a purchase consideration of up to RM104,000,000 to
be satisfied by way of the issuance by NewCo of up to
104,000,000 NewCo Shares and up to 104,000,000 ICPS at an issue
price of RM0.50 per ICPS.
The ICPS to be issued pursuant to the Settlement of Debts and
Share Acquisition shall be convertible into NewCo Shares on the
basis of one (1) new NewCo Share for the conversion of every one
(1) ICPS.
The MOU is entered into between the Company and the Vendors
comprising fourteen (14) existing shareholders of KYWI who
collectively hold the 39,265,823 ordinary shares representing
approximately 97.52% of the issued and paid-up share capital of
KYWI.
The Vendors shall use their best endeavors to procure the owners
of the remaining 1,000,000 KYWI shares representing
approximately 2.48% of the equity interest in KYWI to agree to
the sale of their shares in KYWI to NewCo. In default of
procuring such agreement, NewCo will acquire the said equity by
the exercise of the right pursuant to Section 180 of the
Companies Act 1965 which would then result in KYWI being a
wholly-owned subsidiary of NewCo.
(5) Listing Transfer
NewCo proposes to apply to the Kuala Lumpur Stock Exchange
(KLSE) for the transfer of the listing status of the Company on
the Second Board of the KLSE to NewCo.
(6) Disposal of Company
NewCo shall dispose of its entire equity interest in the Company
for a nominal consideration of RM1.00 only.
The Parties thereto agree that each and every of the
transactions stipulated in the above sections are inter-
conditional upon the completion of all such transactions and
that none of the transactions shall be completed if any of the
other transactions cannot be completed for whatever reasons. The
transactions stipulated above shall take place in the order as
shall be mutually agreed between the parties thereto.
DEFINITIVE AGREEMENT
The parties under the MOU shall use their best endeavors to
negotiate in good faith and to execute on or before the period
of two (2) months from the date of the MOU (Stop Date) an
agreement for the formulation of the Proposed Scheme and the
implementation thereof (Definitive Agreement).
The Definitive Agreement shall be subject to, inter alia, the
following conditions precedent:
(i) the approval of the Securities Commission (SC);
(ii) the approval of the KLSE;
(iii) the approval of the Ministry of International Trade &
Industry;
(iv) the approval of the Foreign Investment Committee;
(v) the respective approvals of the directors and
shareholders of the Company;
(vi) the respective approvals of the directors and
shareholders of KYWI;
(vii) the approval of other relevant authorities or
regulatory bodies (if required);
(viii) the acquisition of the entire issued and paid-up
capital of KYWI pursuant to the Share Acquisition;
(ix) sanction of the High Court of Malaya for the schemes of
arrangement and reconstruction;
(x) the waiver by the SC of the obligation of the Vendors and
parties acting in concert (if any) to make a general offer which
may arise by reason of the Share Acquisition; and
(xi) satisfactory due diligence audit on relevant aspects of
the Proposed Scheme including satisfactory due diligence audit
on the GLFB Group and on KYWI.
BINDING EFFECT
This MOU represents only the present intention of the parties
hereto to negotiate in good faith and is not intended neither to
be legally binding nor to have legal effect save and except for
the provisions agreed upon.
VALIDITY OF MOU
This MOU is valid until the Stop Date during which the
Definitive Agreement shall be negotiated and executed.
RATIONALE FOR THE PROPOSALS
The objectives of the Proposals are to restructure GLFB and its
subsidiaries by utilizing a newly incorporated company, NewCo to
enable the existing shareholders of GLFB to participate in NewCo
after the Share Exchange, which will have a new income
generating business i.e. KYWI. The Proposals will also allow
GLFB to discharge part of its outstanding liabilities in an
equitable and orderly manner, whilst maximizing the current
value of the listing status of GLFB on the Second Board of the
KLSE. In essence, the Proposed Scheme will assist GLFB in
restructuring and regularizing its financial condition in
accordance with the requirements of Practice Note No. 4 of the
KLSE Listing Requirements (PN4/2001) on the criteria and
obligations of an affected listed issuer pursuant to paragraph
8.14 of the KLSE Listing Requirements.
EFFECTS OF THE PROPOSED SCHEME
The effects of the Proposed Scheme will be announced upon
finalization of the terms and conditions of the Proposed Scheme.
DIRECTORS' AND SUBSTANTIAL SHAREHOLDERS' INTERESTS
To the best of the knowledge and belief of the Board of
Directors of GLFB, none of the Directors, substantial
shareholders or persons connected with them has any interest,
direct or indirect, in the Proposed Scheme, beyond their
entitlements/participation in the Shares Exchange under the
Proposed Scheme if any, which are also accorded to other
shareholders of GLFB.
INSPECTION OF DOCUMENTS
The MOU will be available for inspection at the Company's
registered office during normal business hours for a period of
two (2) weeks from the date of this announcement.
ADVISER
PM Securities, an approved Universal Broker, has been appointed
as Adviser of GLFB in respect of the Proposed Scheme.
ANNOUNCEMENT UPON EXECUTION OF THE DEFINITIVE AGREEMENT
A detailed announcement on the Proposed Scheme will be made upon
the execution of the Definitive Agreement at a later date.
KELANAMAS INDUS: MPTR Enters Supplemental Vendor Agreement
----------------------------------------------------------
Kelanamas Industries Berhad advised that the Proposed
Restructuring Scheme involves the use of MP Technologies Berhad
(MPTR) to acquire and assume the listing status of KIB and the
subsequent injection of assets which includes, amongst others,
Eng Zan Machinery & Trading Sdn Bhd (Eng Zan), a company that is
involved in the manufacture and reconditioning of plastic
printing and other plastic related machinery, equipment and
replacement part.
As announced, MPTR on 28 February 2002 entered into a Sale and
Purchase Agreement (SPA) with the vendors of Eng Zan, namely Tan
Kee Seong, Goh Gek Seng, Ong Koon Ann and Yii Kuong Kiong, for
the purchase of 500,000 ordinary shares of RM1.00 each,
representing the entire issued and paid up share capital of Eng
Zan, for the consideration amount of RM12.983 million, to be
satisfied by the issuance of 12.983 million new ordinary shares
of MPTR at RM1.00 each.
Mr. Goh Gek Seng on 29 July 2002, with the consent of KIB and
MPTR, transferred his shares to the other vendors of Eng Zan due
to ill health. In relation there from, MPTR has on 29 July 2002
entered into a Supplemental Agreement with the remaining vendors
of Eng Zan namely Tan Kee Seong, Ong Koon Ann and Yii Kuong
Kiong for the purchase of the entire issued and paid-up share
capital of Eng Zan under the same terms and conditions as
originally announced.
The changes in the shareholding structure of Eng Zan following
the transfer of shares from Goh Gek Seng to the other vendors of
Eng Zan are detailed in Table 1 at
http://www.bankrupt.com/misc/TCRAP_Kelmas0812.pdf.
KRETAM HOLDINGS: FIC OKs Proposed Restructuring Scheme
------------------------------------------------------
Kretam Holdings Berhad announced on 4 March 2002 that KHB is
considered an "affected listed issuer" pursuant to paragraph 4.1
(b) of PN4 of the Listing Requirements of the KLSE. Further to
the said announcement, the Company wishes to announce the status
of its plan to regularize its financial condition.
The Company had submitted the application for the Proposed
Restructuring Scheme to the Securities Commission (SC) and other
relevant authorities on 23 May 2002. The Foreign Investment
Committee (FIC) had vide its letter dated 29 July 2002 approved
the Proposed Restructuring Scheme of KHB, on the condition that
the shareholding structure of KHB will be reviewed again after
three (3) years from the date of the FIC's approval letter.
The application in relation to the Proposed Joint Venture for
the property project in Johor Bahru, which was announced
earlier, was submitted to the SC on 22 July 2002.
KUALA LUMPUR: Awaits KLSE's Time Extension Request Decision
-----------------------------------------------------------
Commerce International Merchant Bankers Berhad, on behalf of
Kuala Lumpur Industries Holdings Berhad (Special Administrators
Appointed), submitted an application to the Kuala Lumpur Stock
Exchange (KLSE) on 31 July 2002 for an extension of time of two
(2) months from 5 August 2002 to 5 October 2002 to obtain all
necessary approvals from the regulatory authorities pursuant to
Paragraph 5.1 of Practice Note No. 4/2001 of the Listing
Requirements of the KLSE.
The Company is currently awaiting the KLSE's decision concerning
the application.
LONG HUAT: Faces Winding-Up Petition From RHB Bank
--------------------------------------------------
Long Huat Group Berhad informed that there is no material
development pertaining to the default in respect of the credit
facilities granted to the Company and its subsidiaries as stated
in the above announcement save for the following:
RHB Bank Berhad
On 31 July 2002, RHB Bank had presented a winding-up petition
against Long Huat Group Timber Industries Berhad, the previous
name of Long Huat Group Berhad. It is uncertain as to why the
Respondent was named as such and the validity of the petition is
questionable.
The Company is in the process of obtaining the relevant
information from the Bank's solicitors. The first mention date
of the petition was fixed on 8 August 2002.
METROPLEX BERHAD: Withdraws Debt Restructuring Support of CDRC
--------------------------------------------------------------
On behalf of the Board of Metroplex Berhad, Commerce
International Merchant Bankers Berhad announced that in view of
the closure of the Corporate Debt Restructuring Committee
(CDRC), MB has decided to withdraw its debt restructuring from
the purview of the CDRC. On 6 August 2002, the CDRC accepted
MB's withdrawal.
MB will continue to pursue the Group debt restructuring with its
scheme creditors on its own and an announcement on the proposed
debt restructuring scheme will be made to the Kuala Lumpur Stock
Exchange in due course once an agreement has been reached with
its scheme creditors.
MYCOM BERHAD: Replies to KLSE's Query on Newspaper Report
---------------------------------------------------------
Mycom Berhad, in reference to the Query Letter by KLSE reference
ID: CY-020806-60088 regarding the news article in The Malay
Mail, Mail Money on 6 August entitled, "Mycom's restructuring
exercise may face hitch", clarified that:
1) Neither Mycom Berhad nor its wholly-owned subsidiary, Sentul
Murni Sdn Bhd (SMSB) has been served a winding-up petition over
the mixed development project, which was suspended in 1996 over
the squatter problems.
2) We are not aware of any winding-up petition initiated by the
buyers of the abandoned Riverside Condominium project in Bandar
Sentul Utama although there are claims by the buyers for refund
of purchase price where SMSB is settling with interested
purchasers.
The Directors of Mycom Berhad are of the opinion that there will
not be any material impact to the Proposed Restructuring Scheme
(Scheme) undertaken by Mycom Berhad Group in the event a
winding-up action is taken against SMSB as the involvement of
SMSB in the Scheme is only in respect of restructuring of loans
by way of issuance of debt/equity/convertible instruments to
financial institutions.
PICA (M) CORPORATION: Reconstruction Scheme Talks Ongoing
---------------------------------------------------------
The Board of Directors of Pica (M) Corporation Berhad, further
to its announcement on Practice Note 4, informed that after two
creditors meetings, the Company has met up with most of the
creditors to further discuss and obtain the creditors' opinion
on the reconstruction scheme.
The Company has planned to meet up with the Creditors again in
the very near future after adopting some of the Creditors'
concerns in the restructuring scheme.
PICA (M) CORPORATION: Updates Credit Facilities' Status
-------------------------------------------------------
The Board of Directors of Pica (M) Corporation Berhad
made the following announcement for public release:
1. RM60 Million Guaranteed Revolving Underwriting Facility
Further to the Company's announcement on the status of the above
matter, the Court has fixed 18 August 2002 for further
submission in relation to the Plaintiff's striking out
application. Apart from the above, the legal proceeding is still
pending in court.
2. RM5 Million Revolving Credit Facility & RM7 Million Short
Term Loan
Further to the Company's announcement, the Company wish to
inform that the Plaintiff has applied for summary judgment and
the application has been postponed to 9 September 2002. Apart
from the above, the legal proceeding is still pending in court.
3. RM50 Million Term Loan Facility
Further to the Company's announcement, the Company wish to
inform that Plaintiff's summary judgment application has been
postponed to 18 October 2002. Apart from the above, the legal
proceeding is still pending in court.
4. RM4 million Revolving Credit Facility & RM7 million Overdraft
Facility
Further to the Company's announcement, the Company wish to
inform that the Plaintiff's summary judgment application has
been fixed for hearing on 23 September 2002. Apart from the
above, the legal proceeding is still pending in court.
5. Approx RM3 million Credit Facility Claimed by Arab-Malaysian
Bank
Further to the Company's announcement, the Company informed that
they have filed an application to strike out the Plaintiff's
Writ of Summons and the legal proceeding is still pending in
court.
SENG HUP: White Knight Withdrawal Prompts Scheme Termination
------------------------------------------------------------
Seng Hup Corporation Berhad (Special Administrators Appointed)
announced that the proposed corporate and debt restructuring
scheme (the Scheme) of the Company has been aborted following
the withdrawal of the white knight/promoter from the Scheme
Following the above, the Special Administrators have invited
potential investors with strong asset backing and financial
resources to participate in the company's debt restructuring
scheme via a proposed tender exercise. The tender exercise will
be closed on 2 August 2002, after which, an evaluation of the
potential white knights' proposals will be carried out.
SRI HARTAMAS: Creditors Voluntarily Wind Up Unit
------------------------------------------------
The Special Administrators of Sri Hartamas Berhad, being the
holding company of Mewah Rembang Sdn Bhd (In Liquidation) (MRSB
or the Company), informed that MRSB has been wound-up by way of
creditors' voluntary winding-up on 2 August 2002 in accordance
with the Company's workout proposal dated 19 November 2001.
As announced to the Exchange on 8 July 2002, the directors of
MRSB had on 4 July 2002 resolved:
* that the Company cannot by reason of its liabilities
continue its business and that it be wound up voluntarily;
* that pursuant to Section 255 of the Companies Act, 1965,
Gan Ah Tee and Ooi Woon Chee c/o KPMG Corporate Services Sdn
Bhd, 8th Floor KPMG, Jalan Dungun, Damansara Heights, 50490
Kuala Lumpur, be and are hereby appointed jointly and/or
severally as Provisional Liquidators for the purpose of the
winding up; and
* that separate meeting of members and creditors of the
Company be convened on 2 August 2002 pursuant to Section
255(1)(b) of the Companies Act, 1965.
At an Extraordinary General Meeting (EGM) of the members of the
Company convened on 2 August 2002, the following resolutions
were duly passed:
SPECIAL RESOLUTION
That it has been proved to the satisfaction of the EGM that the
Company cannot by reason of its liabilities continue its
business, and that it is advisable to wind-up the same and that
accordingly the Company be wound-up voluntarily.
ORDINARY RESOLUTION
That Gan Ah Tee and Ooi Woon Chee c/o KPMG Corporate Services
Sdn Bhd, 8th Floor, Wisma KPMG, Jalan Dungun, Damansara Heights,
50490 Kuala Lumpur, be and are hereby jointly and/or severally
appointed as Liquidators for the purpose of a winding-up.
During a Creditors' meeting held on 2 August 2002 immediately
following the EGM, the creditors have confirmed the appointment
of Gan Ah Tee and Ooi Woon Chee as Liquidators of the Company.
To assist the Liquidators in discharging their duties in the
winding up process, the creditors had appointed a Committee of
Inspection.
The liquidation will not have any material operational and
financial impact on Sri Hartamas Group of Companies.
=====================
P H I L I P P I N E S
=====================
KEPPEL PHILIPPINES: Director Ramon Abejuela Quits Post
------------------------------------------------------
Ramon J. Abejuela has resigned as Director of Keppel Philippine
Holding Inc. effective immediately. The board of directors will
act upon said resignation on its next meeting.
For a copy of Abejuela's resignation letter dated 31 July 2002,
go to
http://bankrupt.com/misc/TCRAP_Keppel0808.pdf
TCR-AP reported that Keppel Philippine Holdings, Inc. (KPHI) is
closing down four units namely Matamarine Technical Services,
Inc. (MTSI), KP Finance, Inc. (KPFI), KP Designing and
Detailing, Inc. (KDDI), and Opon KE Construction and
Development, Inc. (OKDC), Business World said Monday. The move
aims to lower the Company's operating costs.
KPHI posted a net loss of P46.8 million in 2001 from a net
profit of P4.4 million in 2000. This was due mainly to poor
performance of Keppel Bank Philippines, which is undergoing
rehabilitation.
NATIONAL POWER: Will Comply to ERC's Rate Decision
--------------------------------------------------
The National Power Corporation (NPC) will comply with the
decision of the Energy Regulatory Commission (ERC) on the power
firm's unbundled rate petition even as it is contemplating to
seek a Motion for Reconsideration for the reduced rates.
NPC OIC President Roland S. Quilala said that the power firm
would abide by the ruling of the ERC on NPC's petition to
unbundle its power rates.
"We will respect the decision of the ERC on our unbundled rate
petition but since our proposed rates were not approved as
filed, that will have serious repercussions on our financial
viability," Quilala pointed out.
The power firm's unbundled rate petition filed last December 26,
2001 sought an adjustment of 17 centavos per kilowatthour as a
result of updating the base year-to-year 2000 from 1993. The
ERC decision disapproved that amount and even ordered an
additional 7-centavo per kWh reduction on the current selling
rate of the power firm. In effect, NPC will incur a projected
loss of 24 centavos per kWh.
Based on the computation of NPC's Tariff Division, this loss
will translate to a projected revenue loss of P9.6 billion every
year based on the projected annual energy sales of 39,000
gigawatthours.
"As we have reiterated, NPC's petition to unbundle or itemize
the power rates will not allow us to enjoy additional profits
but will only offset higher operating expenses due to increased
investments made, higher foreign exchange rate, and additional
purchased power contracts since our last basic rate adjustment,"
Quilala explained.
"More that anything else, rate unbundling will help us meet the
objective of the power reform program to reflect the true cost
of electricity and adopt a more transparent way of computing the
rates," he added.
NPC Vice President and General Counsel Rainier B. Butalid, for
his part said, that since ERB's decision would have an adverse
financial impact on the power firm, it has an option to seek for
a Motion for Reconsideration if the NPC Board decides.
ERC's decision, which came out last June 26, 2002, will be made
effective on NPC's billing to its customers on September 26,
2002.
DebtTraders reports that National Power Corporation's 9.750%
bond due in 2009 (NATP09PHN1) trades between 102.729 and
104.001. For real-time bond pricing, go to
http://www.debttraders.com/price.cfm?dt_sec_ticker=NATP09PHN1
NATIONAL STEEL: Creditors Ok Share Voting Rights W/ Malaysians
--------------------------------------------------------------
Creditor banks of National Steel Corp are willing to share with
Malaysian investors the voting rights on specific corporate
matters, AFX Asia reported Thursday, citing Trade Secretary
Manuel Roxas.
Roxas said the breakthrough in the deal would be conveyed to
Pengurusan Danaharta Nasional Bhd, Malaysia's debt
rehabilitation agency, which represents Hottick Investments'
interest in National Steel.
The issue of equal voting rights, has stalled talks with
creditors for the proposed financial restructuring of the
Company that calls for the write-off of some US$600 million in
investments by the Malaysians.
PHILIPPINE AIRLINES: Given Until Month End to Settle Put Option
---------------------------------------------------------------
An unnamed source said government agencies holding a combined
4.26 percent in Philippine Airlines are giving the airline and
its majority owner Lucio Tan until the end of August to settle
their put option on their shares, the AFX-Asia News reported.
The source said the government agencies will be sending a letter
to PAL demanding that it honor the put option on the shares,
estimated to be worth PhP2 billion.
He said the agencies also warned they will take appropriate
action on PAL's guarantors Asia Brewery and Fortune Tobacco if
the airline refuses to repurchase the government agencies'
stakes.
Under a previous agreement, Tan had agreed to buy the shares of
the government units in PAL at PhP5 each, which were held by the
Development Bank of the Philippines, Land Bank of the
Philippines, the Government Service Insurance System, and the
Armed Forces of the Philippines Retirement Service and Benefit
System. (M&A REPORTER - ASIA PACIFIC, Vol. No.1, Issue No. 156,
August 8, 2002)
PHILIPPINE LONG: Issues Additional Shares
-----------------------------------------
The Philippine Stock Exchange approved on May 18, 2001, subject
to the actual exercise of the conversion rights by the preferred
shareholders, the application of Philippine Long Distance
Telephone Company (PNB) to list up to 12,400,000 common shares,
with a part value of P5.00 per share, divided into the
following:
a. 2,000,000 common shares to cover the underlying shares of
Series V Cumulative Convertible Preferred Shares.
b. 5,600,000 common shares to cover the underlying shares of
Series VI Cumulative Convertible Preferred Shares, and
c. 3,900,000 common shares to cover the underlying shares of
Series VII Cumulative Convertible Preferred Shares.
In this connection, the Company has received a notice from a
preferred shareholder for the conversion of 147,851 shares of
Series VI Cumulative Convertible Preferred Stock with 147,851
common shares.
In view thereof, the listing of the 147,851 common shares is set
on Friday, August 9, 2002. This brings the number of common
shares listed arising from the conversion of additional 147,851
Series VI Cumulative Convertible Preferred Shares to a total of
580,663 common shares.
The designated Stock Transfer Agent is hereby authorized to
issue the corresponding stock certificate to the preferred
shareholder.
For a copy of the press release, go to
press release at http://bankrupt.com/misc/TCRAP_PLDT0809.pdf
=================
S I N G A P O R E
=================
ASIA PULP: Creditors Likely to Delay Debt Restructuring
-------------------------------------------------------
Creditors of Asia Pulp and Paper Co. Ltd. (APP) are likely to
slow debt-restructuring plans for the cash-strapped firm, Asia
Pulse reported Wednesday.
The delay is due to creditors replacing the present management
of APP with a judicial management.
Creditors of APP, led by the Indonesian Bank Restructuring
Agency (IBRA) are expected to sign a deal in September with the
present management, which is dominated by the Eka Tjipta Wijaya
family to restructure the Company's debt of US$13.9 billion.
Creditors BNP Paribas and Deutsche Bank have filed their demands
for judicial management with a Singaporean court. Both banks
claimed they have received new support from other creditors like
Citigroup and GE Capital.
Reports said IBRA still had support from the majority of the
creditors to go ahead with the restructuring plan without first
replacing the management despite the damning report.
IBRA wants to see that the restructuring plan is thrashed out by
next month.
DebtTraders reports that Asia Pulp's 11.75 percent bonds due on
2005 (APP7) are trading between 28.5 and 30.5. Go to
http://www.debttraders.com/price.cfm?dt_sec_ticker=APP7for
real-time bond pricing.
ACHIEVA LIMITED: Unit Enters Voluntary Liquidation
--------------------------------------------------
Mainboard listed Achieva Limited (Achieva), a leading
distributor and solutions provider of electronics and IT
products, has taken the decision to liquidate voluntarily its
subsidiary, Nano Storage Pte Ltd (Nano Storage).
Nano Storage is a 65 percent-owned subsidiary of Achieva held
through its wholly owned subsidiary, Achieva Investments Pte
Ltd.
Commenting on the voluntary liquidation of Nano Storage by its
creditors, Mr Henry Lim, CEO of Achieva said:
"Achieva has taken a strategic decision to wind up Nano Storage
to stop any further drain on resources of the Group in view of
the difficulties faced by our partner, Nanochip, Inc., in
securing funding to carry out further product development of the
MEMS storage devices.
In connection with our investment in Nano Storage, we have
already taken a charge of S$1,963,000 in the first half of
FY2002 as indicated in our recent profit warning announcement,
and we do not expect to incur any further expense on this
project. Included in the said charge is a long-term unsecured
loan to Nanochip, Inc., in the form of convertible notes which
can be converted into preferred stock and warrants of Nanochip,
Inc. This loan bears interest at 7 percent per annum and is
receivable over 8 quarterly installments commencing December
2002.
In addition, Achieva still has the distribution rights for the
MEMS devices should the project take off at a later date. In
going forward, Achieva stays committed to scaling up the value
chain to provide knowledge-based value-added solutions for our
customers and partners. In the meantime, we will also
concentrate on building our core strengths in marketing and
distribution especially in key growth markets such as China and
Taiwan as well as in higher-margin products and services to
deliver long-term returns to our shareholders."
As part of its expansion strategy, Achieva had invested further
in the penetration of components markets in China, Taiwan and
India in the first quarter of this year.
Apart from what was previously announced in the recent profit-
warning announcement, the said liquidation has no further
material impact on the EPS and NTA per share of the Group.
Save for Mr Pok Tam Soon who holds 40,000 ordinary shares of
S$0.10 each in Nano Storage, none of the Directors of Achieva,
has any interest in the said liquidation.
Messrs Chee Yoh Chuang and Lim Lee Meng have been appointed
liquidators for the voluntary liquidation of Nano Storage.
BOUSTEAD SINGAPORE: Posts Notice of Shareholder's Interest
----------------------------------------------------------
Boustead Singapore Limited posted a notice of changes in
substantial shareholder Chew Leong Chee's Interest:
Date of notice to company: 07 Aug 2002
Date of change of interest: 06 Aug 2002
Name of registered holder: Chew Leong Chee
Circumstance(s) giving rise to the interest: Open market
purchase
Shares held in the name of registered holder
No. of shares of the change: 20,000
% of issued share capital: 0.01
Amount of consideration per share excluding brokerage,GST,stamp
duties,clearing fee: S$0.35
No. of shares held before change: 843,000
% of issued share capital: 0.46
No. of shares held after change: 863,000
% of issued share capital: 0.47
Holdings of Substantial Shareholder including direct and deemed
interest
Deemed Direct
No. of shares held before change: 17,820,000 843,000
% of issued share capital: 9.62 0.46
No. of shares held after change: 863,000
% of issued share capital: 0.47
Total shares: 17,820,000 863,000
Mr. Chew Leong Chee has a deemed interest in the shares held by:
Macondray & Company, Inc - 10,000,000 shares
Representations International (H.K.) Ltd - 6,400,000 shares
ARC Ventures Limited - 1,420,000 shares
Therefore, Mr. Chew Leong Chee's total interest (including
deemed interest) is 18,683,000 (10.08%)
No. of Warrants :180,000
No. of Options
No. of Rights
No. of Indirect Interest :1) Macondray & Company, Inc 500,000
Warrants
2) Representations International (H.K.) Ltd 1,520,000 Warrants
SEMBCORP INDUSTRIES: Reveals President Paul Chain's Resignation
---------------------------------------------------------------
Paul Chain, President & CEO of SembCorp Engineers and
Constructors (SembE&C), the engineering and construction Key
Business of SembCorp Industries, has submitted his resignation
which was accepted August 7, 2002. He will leave the Group in
November 2002 and SembCorp Industries has identified a successor
who will be named shortly.
Paul Chain, who is leaving for personal reasons, joined the
construction arm of STIC - Singapore Technologies Industrial
Corporation - in 1984 as a Project Manager and was promoted to
General Manager in 1992.
He helped turned STIC's construction company into one of
Singapore's foremost turnkey builders with strong overseas
operations, particularly in China.
Mr Wong Kok Siew, Deputy Chairman & CEO of SembCorp Industries,
said, "As President & CEO of SembE&C, Paul shifted its business
focus to higher-value civil engineering and infrastructure
projects."
"He also saw the need to develop an upstream engineering design
capability and led the acquisition of Simon-Carves (UK) which
has made SembE&C internationally competitive in bidding for
pharmaceutical, petrochemical and agrochemical projects."
"Paul is a thorough professional whom I have enjoyed working
with for nearly 18 years. He has his plans and he leaves with
best wishes from me and from all of us at SembCorp Industries."
Background on SembE&C
SembCorp Engineers and Constructors is one of the five Key
Businesses of SembCorp Industries, the others being Utilities,
Environmental Engineering, Logistics and Marine Engineering.
SembE&C presently has an orderbook of $2.1bn of which about 80
per cent are for projects in Singapore.
For media and investor queries, please contact:
Soh Kim Lian (Ms)
Assistant Vice President
Group Corporate Relations
SembCorp Industries
Tel: 63579 160
Fax: 63522 163
Email: soh.kimlian@sembcorp.com.sg
===============
T H A I L A N D
===============
BGES ENGINEERING: Posts Rehabilitation Plan Progress Report
-----------------------------------------------------------
The Central Bankruptcy Court ordered on October 22, 2001a
rehabilitation of BGES Engineering System Public Company Limited
(BGES) and appointed BGES Planner Company Limited to be the
planner of BGES. The rehabilitation plan (the Plan) has
received a special resolution approval by the creditors in the
meeting held on July 5, 2002. Subsequently, the Court has
approved the Plan on August 5, 2002. The Plan has principles and
methods as follows:
1) Investor Selection
The planner and the steering committee have selected
Union Gas and Chemicals Company Limited and/or designated person
(Investor) to be the new investor of BGES. The Investor
submitted the Letter of Intent to the planner on July 1, 2002.
2) Groups of Creditors
Group 1 : Financial creditor with security of 3rd party
Group 2 : Unsecured financial creditors
Group 3 : Critical trade creditors
Group 4 : Non critical trade creditors
Group 5 : Contractual creditors
Group 6 : Guarantee creditors
Group 7 : Other creditors
Group 8 : Unclaimed trade creditors
Group 9 : Project finance creditor
Group 10 : Unclaimed guarantee creditor
3) Estimated Recovery under the Plan
Total debts in the Plan is Bt1,550.63 million
3.1) Collateral transfer : Creditor in group 1 will receive
collateral transfer in total amount of Bt35.44 million
3.2) Cash payment :
a) Cash payment to each creditor
- Creditor in group 9 will receive cash THB 10 million
- Creditors in group 2, 4, 6-8, 9 (the remaining portion
of debt after Bt10 million cash repayment) will receive cash
repayment in total of Bt200 million in proportional of each
creditor's debt to total debt under the Plan. In case that the
cash from the collection of receivables and the sale of assets
do not cover this repayment, the Investor shall agree to provide
additional funding to cover this cash repayment of Bt200
million.
- Creditors in group 3 will receive cash to repay all
debts in total of Bt0.62 million.
- Creditors in group 5 will receive cash in amount of 7%
of total debts approved by the receiver or the court. The
Investor will provide funding to cover this repayment.
- Creditors in group 10 will receive a repayment equals
to the actual claim and payment according to the letter of
guarantee. The Investor will provide funding to cover this
repayment.
b) Schedule for debt repayment
- First Repayment equals to the amount of Bt100 million
within 1 month after the Plan approval date by the court.
- Second Repayment equals to the amount of Bt60 million
within 1 year after the Completion Date.
- Third Repayment equals to the amount of Bt40 million
within the year 2003.
- Repayment to creditor in group 9 equals to the amount
of Bt10 million
- The court will pay the first Bt5 million within 1 month
after the plan approval date.
- The rest Bt5 million will be paid within the year 2003.
3.3) Debt to equity conversion : A portion of total debt of
creditors in group 2,4,6-8,9 ( the remaining portion of debt
after 10 MB cash repayment) will be converted to newly issued
common shares in amount of 20 % of total existing and
newly issued common shares of BGES at the date that the Investor
acquires the shares.
3.4) Debt written-off : The remaining debt including but not
limited to future debt, inestimable debt, claims from
guarantee and other debt not defined amount and repayment method
under the plan will be immediately written off after debt
repayment no. 1 in amount of Bt100 million to creditor group
2,4,6-8 and 9.
4) Capital Reduction, Capital Increase, Debt to Equity
Conversion, Share Acquisition and Shareholding Structure
4.1) Capital reduction : Within 15 days after the plan
approval date by the court, the planner will reduce the
registered capital from THB 344,500,000, paid up capital
Bt225,000,000 or 22,500,000 shares with par value of Bt10 to
registered capital about Bt3,666,660 or about 366,666 shares
with par value of Bt10 by reducing the amount of shares in
proportion of existing shareholding. In addition, BGES will
change its memorandum of association and article of association
accordingly.
4.2) Capital Increase, Debt to Equity Conversion and Share
Acquisition : After capital reduction, BGES will increase its
registered capital from Bt3,666,660 to about Bt73,330,000 or
7,333,000 common shares. Newly issued shares of 5,500,000 shares
will be issued for share acquisition by the Investor (about 75%
of total common shares of BGES). Newly issued shares of
1,466,000 shares will also be issued for debt to equity
conversion as in item 3.3 (about 20% of total common shares of
BGES).
The shareholding structure at the Completion Date will be:
the Investor 75%, creditors from debt to equity conversion 20%
and existing shareholders 5%.
5) Future Business Plan
After the Investor acquires shares of BGES, BGES may
still do business in providing and installing equipment or do
construction business as a contractor or any business upon
decision of the Investor. In addition, BGES may acquire any
business related to the Investor for the benefit of BGES by
acquiring some assets, liabilities, trademark, trading name and
intellectual properties related to acquiring business including
petrol trade license according to section 7 of Oil Act B.E. 2000
and/or acquiring shares of business related to the Investor.
6) Fulfillment of the Plan
The Plan will be fulfilled if the following actions take
place:
- The Investor injects fund and acquires shares of BGES as
item 4.2
- BGES increases capital and converts debt to equity as
item 4.2
- BGES repays debts as a) in item 3.2 cash repayment to
creditor group 3 and b) in item 3.2 debt repayment no. 1
- Collateral transfer to creditor in group 1 as item 3.1
7) Appointment of Plan Administrator
Plan Administrator is Ultimate Key Company Limited, which
has 3 directors namely Mr. Varawooth Lapvisutsin, Mr. Teerawut
Pangviroonrug and Mr. Kittiphat Intharakaset. Asset Plus
Securities Public Company Limited will be the financial advisor
of the Plan Administrator.
N.T.S. STEEL: Reorganization Plan Amendment Approved
----------------------------------------------------
331 Planner Co., Ltd., as the Plan Administrator of N.T.S. Steel
Group Public Company Limited. (NTS) prepared and submitted the
Amendment of Reorganization Plan (Plan) to the Official Receiver
relating to the Merger business conditions on June 10, 2002 and
the Official Receiver scheduled the meeting of the NTS creditors
to consider the said Plan. The creditors approved the Plan on
July 8 and on July 19, 2002 on the court, respectively.
Substantial criteria for the plan are summarized as below:
1. Debt Restructuring
The NTS Plan is prepared based on going concern concept.
Under the Plan, NTS will be able to pay back to the Creditors by
transfer assets , cash flow from operation and debt to equity
conversion. The principle and method of debt repayment consists
of:
a) Classification of Creditors. The Creditors are classified to
17 groups according to the Bankruptcy Act. Material creditors'
groups are as follows:
1) Secured Financial Creditors whose secured debts account
for not less than 15% of total Debt
2) Secured Financial Creditors whose secured debts account
for less than 15% of total Debt
3) Unsecured Financial Creditors
4) Creditors who hold Debt Instruments issued by NTS
5) Trade Creditors
Also the exact amount of outstanding debts have been under
process of consideration of the Official Receiver.
b) Debt Repayment for the above Creditors groups are summarized
as follows:
Details of Settlement or Repayment
Classes 1 and 2 Creditors shall be treated, as follows:
a. For creditors with core assets as collateral (land, main
machinery and inventory),the principal amount of Bt3,876
million shall be restructured debt with the principal repayments
commencing from the end of the 3rd year to 11th year by
quarterly installments with interest at the rate of MLR. Also,
the Plan has the condition of order of payment and excess cash
of NTS and MS consolidated. The remaining principal shall be
converted to equity both preferred shares and common shares with
the price of Bt1.87 per share and Bt5.36 per share respectively.
The creditors who receive these shares from NTS shall be
required to exchange to preferred shares and common shares of
the newly established company named Millenium Steel (MS) as a
result of the Merger Business with 1:1 ratio.
b. For Creditors with non-core assets as collateral shall
be settled by repayment of principal of Bt1,133.75 Million by
transfer of collateral assets with buy back options with terms
and conditions as in the Plan. The remaining principal shall be
converted to equity as common shares. These shares from NTS
shall be required to exchange to MS common shares with 1:1
ratio.
Classes 3 and 4 All the principal shall be converted to NTS's
common shares.
These shares from NTS shall be required to exchange to MS
common shares with 1:1 ratio.
Classes 5, 11, 12, The principal shall be repaid within 10
years, commencing 13 ,14 and 15 from the 5th year to the 10th
year.
Interest, fee and other penalties shall be forgiven and
cancelled by the relevant creditors.
2. Recapitalization scheme
a) Decrease the authorized share capital from 300 million shares
at a par value of Bt10 to 211.5 million shares at a par value of
Bt10, by canceling all the unissued shares totaling 88.5 million
shares before arranging for the adjusted of its shares capital
in implementing this Plan; and
b) Increase the authorized share capital after the above
decrease by issuing shares at the par value of Bt10 for debt to
equity conversion according to terms and conditions of the Plan
as followings:
1) Preferred Shares up to 788.30 million shares at conversion
price of Bt1.87 per share
2) Common Shares up to 1,714.68 million shares and 72.62
million shares at conversion price of Bt5.36 and Bt1.00 per
share respectively.
The above recapitalization scheme must be completed before or
on the effective date.
Restriction on share sale is placed to creditors who derived
shares from debt to equity by the shares from conversion can be
sold not over than 50% in the 1st year and 70% in the 2nd and
3rd year of each creditor total shares respectively and up to
100% after the 3rd year. There is also sales restrictions on
shares for the current management.
The current management have the right to purchase 30% of those
conversion shares within 3 years from the effective date at the
price set in the Plan.
The warrants will be issued to the existing shareholders whose
names are listed in the register of shareholders as at April 28,
2000 which is the last closure of the share register book of NTS
prior to the date of Bankruptcy Court ordered for business
reorganization of NTS. Each shareholder can subscribe 5.416
warrants for each existing share at Bt0.05 per each warrant.
Total warrant issued for existing shareholder will be
approximately 1,145.50 million units. According to the different
exercise price, the warrant will be separated as warrant 1 and
warrant 2 with details as follows:
* Warrant 1 approximately 476.53 million units (41.6%)
with an exercise price of Bt2.10 per share.
* Warrant 2 approximately 668.98 million units (58.4%)
with an exercise price of Bt6.114 per shares.
The Existing Shareholders have to proportionately subscribe both
Warrant 1 and Warrant 2 and cannot select each type for
subscription. The subscriber of NTS Warrant have to swap
NTS Warrant to MS Warrant by ratio 1:1.
3. The Merger Plan
Under the merger agreement, the Plan Administrator and the
Cementhai Holding Co., Ltd., have concluded the merger deals.
Millenium Steel (MS) will be newly established as the public
company and to be listed in the SET by transfer listing status
from NTS. After the completion of merger plan, MS will be
the shareholder of NTS and two subsidiaries of CHC. After the
merger agreement signing and the amendment of Business
reorganization Plan approval, the merger procedure will be
commenced accordingly:
- MS will be established as the Holding Company. The MS
shareholders structure after merger will be consisted of NTS
Creditors and Existing Shareholder at approximately 48% and CHC
and Financial Advisor at approximately 52%.
- MS will apply to SEC the share offering together with
tender offer for NTS shares and the Listed Company.
- NTS existing shareholders have the rights to subscribe
warrant issued under Reorganization Plan.
- NTS Creditors convert debt to equity.
- MS will make new share offering together with tender offer
NTS share from all NTS shareholders in ratio 1:1.
- NTS will transfer the listing status to MS.
- MS will issue new share to swap more than 99% of total
shares of 2 subsidiaries of CHC and will issue warrant to CHC.
- MS issue new share to Financial Advisor as the payment of
consultant fee.
4. The effective date
Subject to the completion of all following all precedent
conditions, except that some conditions have been waived or
relaxed by the creditors' committee:
a. The Creditors approve the rehabilitation plan according to
the Bankruptcy Act. (already approved by creditors on July
8,2002)
b. The Court orders the Company to undergo the rehabilitation
plan. (already approved by court on July 19,2002)
c. The Company and the relevant parties enter into the
related documents that are effective under the rehabilitation
plan.
d. The relevant Creditors approve release of security and
transfer of land and exchange of land according to the
conditions of rehabilitation plan.
e. The merger of business completed by MOU and the merger
agreement becoming effective in accordance with the terms of the
merger documentation approval by the creditors which must occur
before December 31, 2002
f. Ms has been granted a pre-approval by the SET to be listed
company in the SET as contemplated under the merger agreement
5. Time Period for Implementing the Plan.
The time period for implementing this plan shall not
exceed five years from the previous confirmation
date. The Plan Administrator, which consent letter from
Creditors Committee, be able to extend the completion
of the Plan follow to the method in the Bankruptcy Act.
SRIJULSUP COMPANY: Files Business Reorganization Petition
---------------------------------------------------------
Unmovable property leaser Srijulsup Company Limited (DEBTOR)'s
Petition for Business Reorganization was filed to the Central
Bankruptcy Court:
Black Case Number 164/2544
Red Case Number 194/2544
Petitioner: COMPANY LIMITED
Debts Owed to the Petitioning Creditor: Bt1,468,610,112.28
Date of Court Acceptance of the Petition: March 8, 2001
Date of Examining the Petition: April 2, 2001 at 9.00 AM
Court cancelled the Petition for Reorganization: March 16, 2001
Contact: Tel, 6792525
THAI DURABLE: SET Grants Listed Securities
------------------------------------------
The Stock Exchange of Thailand (SET), starting from August 8,
2002, allowed the securities of Thai Durable Textile Public
Company Limited (TDT) to be listed on the SET after finishing
capital increase procedures. However, TDT is a listed company
under REHABCO sector and is in the rehabilitation process,
therefore, the SET has still suspend trading all securities of
TDT until the causes of delisting are eliminated. Anyway, the
company could request the SET to allow continued trading under
the REHABCO category after it completed the conditions specified
by the SET.
Name : TDT
Issued and Paid up Capital
Old : Bt1,890,000,000
New : Bt3,005,100,000
Allocate to : 1. Existing shareholders 100,359,000 shares
at the subscription ratio of 1 existing share
to 0.59 new ordinary share
2. Bangkok Bank PLC 11,151,000 shares
Price Per Share : Bt1
Payment Date : 1. Existing shareholders : July 15-19, 2002
2. Bangkok Bank PLC. : July 24, 2002
TPI POLENE: TRIS Assigns Preliminary `BBB-` and `BBB' Ratings
-------------------------------------------------------------
TRIS Rating Co., Ltd. announced Friday that it has assigned a
preliminary company rating to TPI Polene PLC (TPIPL) based on
the assumption that TPIPL will fulfill new capital structure
arrangements. The rating depends on TPIPL completing one of the
following two sets of conditions:
* Under condition 1, the proceeds from TPIPL's proposed
US$180 million capital increase would be used to buy back, at
discount, TPIPL's existing debt worth US$219 million and US$30
million of accrued interest. Moreover, under the debt
restructuring agreement, TPIPL's creditors will convert the
remaining US$120 million accrued interest into equity.
Consequently, TPIPL would receive a gain of US$69 million from
the debt restructuring.
* Under condition 2, the proceeds from TPIPL's proposed
US$375 million capital increase would be used to buy back, at
discount, TPIPL's existing debt worth US$450 million and US$150
million of accrued interest. Consequently, TPIPL would receive a
gain of US$225 million from the debt restructuring.
Under both conditions, the company's external auditor must be
able to express his opinion of TPIPL's financial statements
without material changes in previously reported financial
figures. If TPIPL completes the terms of condition 1, TRIS
Rating assigns a rating of "BBB-". If TPIPL completes the terms
of condition 2, the rating assigned is "BBB".
TRIS Rating also said that the rating of TPIPL reflects its
improved financial conditions after the equity injection is
completed. The rating also considers an expected increase in
domestic demand for cement and signs that the cement industry is
consolidating. The competitive production costs of TPIPL's
cement plant, the company's strong position as the third largest
cement producer in Thailand and its leading position in LDPE
plastic production partly mitigate the company's business risk.
However, the quality of TPIPL's financial statements, the
company's huge debt level and the overcapacity in cement
production are main concerns.
According to TRIS Rating's report, the Asian economic crisis of
1997 and subsequent domestic and regional economic downturns
adversely affected several industries in Thailand and the other
ASEAN countries. Although TPIPL's Low Density Polyethylene
(LDPE) operation is the market leader and its cement business is
one of the top-three players in the domestic market, the cement
and petrochemical industries in Thailand and in the region have
had to cope with overcapacity since the crisis. Competition in
the cement industry has intensified as a result of the huge
oversupply, but signs of increasing demand and the expansion of
major international cement companies, including a trend toward
industry consolidation, indicate that a recovery in the cement
industry is likely.
Uncertainties and adjustments to major issues in TPIPL's
financial statements have resulted in TPIPL's auditors giving a
"no opinion" comment on the company's statements since 1998.
TRIS Rating also takes into account the quality of TPIPL's
financial statements in evaluating this credit rating. Should
TPIPL's external auditor express an opinion of the statements
with significant changes and adjustments to key financial
information, a new credit rating may be assigned.
After the planned capital injection, debt to capitalization,
accrued interest excluded, is expected to decline from 71.46% at
year-end 2001 to about 50% under condition 1 or 30% under
condition 2. Cash flow protection will continue to improve over
the next two to three years due to considerable reduction of
debt and interest expense. However, given its current internal
cash generation, the company will find servicing its heavy debt
repayment schedule and interest obligation challenging. The
EBITDA interest coverage ratio is expected to improve from 1.05
times in 2001 to more than 2 times after the capital increase.
The company's financial flexibility is expected to be very
limited, because the company needs time to reestablish its
credentials among financial institutions. Although, the capital
increase would positively change TPIPL's capital structure, it
would not alter the operating aspects of the company. Gross
margin and operating income as a percent of sales depend on the
prospects of the construction sector and the company's efficient
management, TRIS Rating said.
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
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