/raid1/www/Hosts/bankrupt/TCRAP_Public/021002.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
Wednesday, October 02, 2002, Vol. 5, No. 195
Headlines
A U S T R A L I A
AMP LIMITED: Lower on UK Equity Falls
AUSTRALIAN RURAL: Announces Appointment of Administrators
COLES MYER: Considers Demerger of Retail Units
COLES MYER: Expects to Meet Forecasts
C H I N A & H O N G K O N G
HONG KONG DIGITAL: Winding Up Hearing Set for October 9
GROUP SUCCESS: Winding Up Petition Hearing Set
SINO ELITE: Faces Winding Up Petition
SUNTRON INT'L: Court Schedules October Winding-Up Hearing
WUXI HUAJING: CR Logic Buys Entire Equity Interest
I N D O N E S I A
ASTRA INTERNATIONAL: Agro Unit to Sign Rp150B Loan by Year-end
BANK NIAGA: Posts US$7.6M Net Profit
GAJAH TUNGGAL: Posts IDR1.92T Profit in First Half
INDAH KIAT: Flat on Report Parent Signs MoU With Creditors
J A P A N
HASEKO CORPORATION: Eliminates Excess Debt Via Debt-Equity Swap
JAPAN NATIONAL: Indo Unit Enters Liquidation Proceedings
JAPAN NATIONAL: Terminates Operation in Indonesia
MAZDA MOTOR: Targets Zero Landfill at Manufacturing Sites
MITSUBISHI ELECTRIC: Joining the G.729 Consortium
NEC CORPORATION: Post Notice of Changes in Executive Level
NISSAN DIESEL: Signs Acquisition Deal With TCIL
K O R E A
DAEWOO MOTOR: Agrees to Pay US$29M for Brand Rights
DAEWOO MOTOR: Court Approves Liquidation Scheme
DAEWOO MOTOR: Vehicle Sales Down 58.6% in September
SAMSUNG ELECTRONICS: Chipmaker Seals Alliance With Mitsubishi
SEOULBANK: S&P Upgrades Rating to BBB- on Merger Deal
M A L A Y S I A
CHASE PERDANA: SC Okays Exemption to Dr Mohan M.K. Swami
HOTLINE FURNITURE: Fails to Submit Rehab Plan
L & M CORPORATION: Restraining Order Expires
MALAYSIAN AIRLINE: Expects Shareholders to Okay Restructuring
MALAYSIAN AIRLINE: May Extend Probe of Irregularities Abroad
METROPLEX BERHAD: Widens Second Quarter Net Loss to MYR171.3M
PAN MALAYSIAN: Shareholders Appoint BDO Binder as New Auditor
SEAL INCORPORATED: Group Still Defaults in Payment
SENG HUP: Reveals Proposed Restructuring Exercise
TECHNOLOGY RESOURCES: Telekom Malaysia May Revise Offer Price
TIME ENGINEERING: Extends Heads of Agreement to November
TONGKAH HOLDINGS: Discloses Restructuring Scheme
TONGKAH HOLDINGS: Lower on Planned Capital Reduction
WEMBLEY INDUSTRIES: Alliance Seeks Further Time Extension
P H I L I P P I N E S
FIRST E-BANK: Asia United, BoC Seek New Acquisitions
PHILIPPINE LONG: Clarifies Issuance Report of STCP's
PHILIPPINE LONG: Gokongwei Seeks Exclusivity Clause
UNITRUST DEVELOPMENT: Citystate Responds to Rehab Bid Report
S I N G A P O R E
CHARTERED SEMICON: CEO Meets With Analysts in Singapore
CHARTERED SEMICON: Zacks Issues Sell Recommendations on Stocks
COMPACT METAL: Enters Partnership With Chip Eng Seng
COMPACT METAL: Undergoes Restructuring Exercise
COMPACT METAL: Unveils Rights Issue
COSMIC INSURANCE: S&P Highlights Risks to Policyholders
EXCEL MACHINE: Status Update on Talk With Banks
INTRACO LIMITED: Announces Liquidation of Subsidiary
IRE CORPORATION: Narrows Loss to S$2.6M
WEE POH: Review of Financial Performance, Restructuring Update
T H A I L A N D
ADVANCE PAINT: Court Orders Termination of Rehabilitation Plan
RATTANA REAL: Trims Full Year Net Loss to Bt158M
SIAM SYNTECH: Debt Restructuring Resulted to Bt8.4B Profit
SIKARIN PLC: Appoints New Directors
TANAYONG PLC: Foreign Investor to Buy 85% After Restructure
THAI MILITARY: Acquires 14.7% Stake in M-Home SPVI Co
WONGPAITOON GROUP: Administrator to Reduce Capital to Bt280M
- - - - - - - -
=================
A U S T R A L I A
=================
AMP LIMITED: Lower on UK Equity Falls
-------------------------------------
AMP Limited was down A$0.12 or 1.03 percent at 11.58 in early
Tuesday afternoon trade with the shares suffering from a further
drop in UK equities overnight, where it has a significant
exposure.
An analyst at a European investment bank said sentiment towards
Australia's largest insurance and financial services group had
been improving, with the company providing a "degree of comfort"
on its UK capital position and also sweetening the terms of its
reset preferred share issue.
AMP is a leading international financial services business,
providing wealth management products and services to around 8
million customers worldwide. Principal activities include
retirement savings, funds management, life and general
insurance, financial planning and banking services.
Shares in the company have been sinking to all time lows this
week as the market reacted to revelations the group had not
revealed the full extent of the financial troubles at its
British subsidiary, AMP-Pearl.
AUSTRALIAN RURAL: Announces Appointment of Administrators
---------------------------------------------------------
The Board of Directors of Australian Rural Group Limited (ARG),
in a statement to the Australian Stock Exchange, said that
Maxwell William Prentice and Mark Julian Robinson, Registered
Liquidators of Prentice Parbery Barilla, were, pursuant to the
provisions of Section 436A(1) of Division 2 of Part 5.3A of the
Corporations Act, appointed as Administrators of the consultant
group on 27 September 2002.
The Australian Securities and Investments Commission (ASIC)
sought on September 25 the appointment of a receiver and manager
to Australian Rural Group Limited (ARG), ARG Management Limited
(ARG Management) and ARG Financial Group Limited (ARG Financial
Group).
A reason for ASIC's application was that the appointment of a
receiver to the three companies would allow the true financial
state of the companies to be known by their investors, creditors
and those with an interest in the schemes administered by the
companies.
In August 2002, after ASIC raised a number of concerns with
Australian Rural Group, the company appointed an independent
accounting firm, Deloitte Touche Tohmatsu, to undertake an
independent external assessment of its activities.
Australian Rural Group Limited was established on 1 July 1987,
listed on The Second Board of the Sydney Stock Exchange in 1988
and listed on the Australian Stock Exchange in July 1992.
ARG has its national head office in Bathurst, New South Wales
and has branch offices in Sydney, Melbourne, Brisbane and Perth.
COLES MYER: Considers Demerger of Retail Units
----------------------------------------------
Ailing retailer Coles Myer Ltd plans to demerge two of its
retail units, Myer Grace Bros and Target, the Australian
Financial Review reported.
The newspaper said the board will consider the recommendations
from merchant bank Caliburn Partnership on the merit and timing
of the possible demerger.
The demerger, the report said, is unlikely to happen before the
first quarter of 2003 so new Myer Grace Bros managing director
Dawn Robertson can have some impact on Coles Myer's results.
COLES MYER: Expects to Meet Forecasts
-------------------------------------
Coles Myer Ltd expects to post a year to end-July net profit of
about A$350 million (US$189 million) when it unveils annual
earnings on Thursday.
The forecast is five percent above a comparable A$333 million in
fiscal 2001 but below the A$400 million expectation it promised
a year ago, then lowered.
Fortunes of the Melbourne-based retailer have been on the wane
for some three years owing to a disastrous decision to put
cheaper goods and fewer staff in its Myer Grace department
stores, which Coles Myer Chief Executive John Fletcher said
would likely post a loss this year.
================================
C H I N A & H O N G K O N G
================================
HONG KONG DIGITAL: Winding Up Hearing Set for October 9
-------------------------------------------------------
The date for hearing of the petition to wind up Hong Kong
Digital Technology Company Limited is scheduled for October 9,
2002 at 9:30 a.m. at the High Court of Hong Kong.
Bank of China (Hong Kong) Limited of 14th Floor, Bank of China
Tower, 1 Garden Road, Central, Hong Kong filed the petition with
the said court last July 14, 2002.
GROUP SUCCESS: Winding Up Petition Hearing Set
----------------------------------------------
The petition to wind up Group Success Investment Limited was set
for hearing before the High Court of Hong Kong last September
25, at 9:30 am.
Yiu Wai Wah of Flat E, 15/F., Block 3, Richland Garden, Tuen
Mun, New Territories, Hong Kong filed the petition with the said
court last July 3, 2002.
SINO ELITE: Faces Winding Up Petition
-------------------------------------
Bank of China (Hong Kong) Limited of 14th Floor, Bank of China
Tower, 1 Garden Road, Central, Hong Kong is seeking for the
winding up of Sino Elite Development Limited.
The petition was filed on July 9, 2002, and will be heard before
the High Court of Hong Kong on October 9, 2002 at 9:30 a.m.
SUNTRON INT'L: Court Schedules October Winding-Up Hearing
---------------------------------------------------------
Tsoi Yick Kie Jeffrey of Flat 2042, 20/F., 416-438 King's Road,
North Point, Hong Kong, is seeking for the winding up of Suntron
International Limited.
The petition was filed on July 15, 2002 at the High Court of
Hong Kong, and will be heard before the said court on October 9,
2002 at 10:00 a.m.
WUXI HUAJING: CR Logic Buys Entire Equity Interest
--------------------------------------------------
China Resources Logic Limited (CR Logic) announced the
acquisition of the entire equity interest of Wuxi Huajing
Electronics Co., Ltd.
This is the Group's latest move in significantly enhancing the
capacity and market coverage of its semiconductor business in
the PRC.
CR Logic has, via its wholly owned subsidiary Wuxi China
Resources Microelectronics (Holdings) Limited, entered into an
agreement with Wuxi Municipal State Asset Administration
Committee and Wuxi Guolian Development (Group) Co., Ltd. on the
acquisition of the entire equity interest in Huajing, a leading
semiconductor manufacturer in the People's Republic of China
(the PRC).
Established in 1989, Huajing is a pioneer in the PRC
semiconductor industry with an established brand name in the
country. Principally engaged in a comprehensive range of
semiconductor businesses, including integrated circuit (IC)
design, fabrication, testing and packaging, Huajing is one of
PRC's largest semiconductor enterprises in terms of sales of
bipolar ICs and discrete devices. Huajing was designated in 1990
by the PRC Central Government to carry out the "Project 908", a
key project initiated by the PRC Central Government for the
development of the semiconductor industry.
The Acquisition represents the continuing effort of CR Logic to
further strengthen the Group's semiconductor business and to
broaden its product range and market coverage in the PRC.
Earlier this year, the Group completed the acquisition of a
leading PRC fabless IC design house as an initial step to gain a
foothold in the PRC Semiconductor Industry.
"The takeover of Huajing enables our Group to immediately
enlarge its market share and further entrench its market
presence in the PRC IC industry. More importantly, the Group's
enhanced annual production capacity of 1.2 million slices of
wafers after acquiring Huajing allows CR Logic to extend its
market reach to most of the leading consumer electronics
manufacturers in the PRC and hence tap into the burgeoning
consumer electronics IC Industry in the PRC," said Mr Chen Lang,
the Deputy Chairman and Chief Executive Officer of CR Logic.
"Apart from strengthening our capacities and product portfolio,
Huajing's R&D expertise will further enhance our technology
level in developing and producing ICs and related products. On
marketing strength, Huajing has a well-established distribution
network and strong market recognition in the PRC and a customer
base of 2,000 domestic companies. The acquisition will provide
an effective marketing and manufacturing platform for CR Logic
to expand its semiconductor business in the PRC's mid-end
consumer ICs and devices market and to act as a vehicle for
further organic and acquisition growth," added Mr Chen.
The consideration, which will be satisfied by the Group's
internal resources upon completion of the Acquisition,
represents a discount of about 89% to RMB184 million (about
HK$174 million), an independent valuation of the net assets of
Huajing and its subsidiaries (Huajing Group) as at 31 July 2002
by a PRC valuer. The valuation has taken into account the fact
that Huajing has obtained a waiver from the State Development
Planning Commission and the Ministry of Finance of the PRC in
April 2002, in respect of an outstanding borrowing of about
RMB538 million (about HK$508 million).
Due to substantial initial outlays for production facilities and
equipment, Huajing has incurred heavy borrowings, which together
with accrual interest amounted to about RMB1,273 million (about
HK$1,201 million) as of 31 July 2002. Huajing is currently
engaged in a debt restructuring exercise on RMB941 million
(about HK$888 million) of the aforesaid amount to improve its
financial position and capital structure. Pursuant to the debt
restructuring agreement with a key creditor, Huajing's borrowing
will be reduced by RMB324 million (about HK$306 million) to
RMB569 million (about HK$537 million), which will be interest-
free and will be repaid over four years with the last
installment due in December 2005. A total of about RMB862
million (about HK$813 million) of loans will be waived by two
key creditors after the completion of the debt restructuring
exercise.
China Resources (Holdings) Company Limited, the controlling
shareholder of CR Logic, has agreed to stand surety for the
repayment of Huajing under the debt restructuring agreement with
one of the creditors in support of CR Logic's expansion in its
semiconductor business.
After completion of the acquisition, the Group plans to inject
approximately RMB500 million (about HK$472 million) by phases
into Huajing, from its internal resources and bank borrowings,
to further strengthen Huajing's capital base.
Upon the completion of Acquisition, Huajing's operations and
financial results are expected to be further improved through a
strengthened management and enhanced operation efficiency
ensuing its becoming a wholly-owned subsidiary of a listed
company. CR Logic will further streamline the operation of
Huajing Group, inject financial, management and technical
expertise into Huajing Group and introduce foreign technical and
/ or strategic partners to Huajing Group.
Huajing Group's major products, bipolar ICs, MOS 5-inch and 6-
inch ICs and discrete devices accounted for more than 75 per
cent of its revenue in the year 2001. The annual production
capacities of Huajing Group for 6-inch wafer (MOS 0.8-1 'm), 5-
inch wafer (bipolar 1-2 'm), 4-inch wafer (bipolar 2-3 'm), 4-
inch wafer (bipolar device 3 'm) and 3-inch wafer (bipolar
device 5 'm) are 116,000 slices, 69,000 slices, 163,000 slices,
406,000 slices and 105,000 slices respectively.
Turnovers of Huajing for the year ended 31 December 2001 and the
seven months ended 31 July 2002 were RMB838 million (about
HK$791 million) and RMB410 million (about HK$387 million)
respectively. Huajing's net losses for year ended 31 December
2001 and the seven months to July 2002 were RMB133 million
(about HK$125 million) and RMB57 million (about HK$54 million)
respectively.
These were mainly attributed to high depreciation charges and
interest expenses, which will be reduced substantially after the
debt and asset restructuring exercise. Should Huajing's results
be adjusted for savings in depreciation and interest charges
pursuant to the debt and asset restructuring, the net loss for
the seven months to 31 July 2002 would be reduced by RMB42
million (about HK$40 million) to RMB15 million (about HK$14
million).
CR Logic is principally engaged in technology related
manufacturing businesses with two distinctive business segments,
namely air-conditioner compressor and semiconductor. CR Logic's
shares became listed with its original office furniture business
on the Stock Exchange of Hong Kong Limited on 7 November 1994.
After its business restructuring in early 2001, the Group has
shifted its business focus to businesses acquired from China
Resources (Holdings) Company Limited, namely air-conditioner
compressor production and manufacturing of technology-oriented
semiconductor products.
The Group is one of the top four suppliers of air-conditioner
compressors in mainland China with a market share of about 10%.
The group has expanded its production capacity in 2001 and 2002
to take advantage of the rapidly growing residential air-
conditioner market in mainland China.
Another key business of the Group is the semiconductor business,
which consists of a recently acquired leading mainland China
fabless IC design house and the existing production facilities
for design, fabrication, packaging and testing of 4-inch wafers
for consumer ICs used in watches, clocks, telecommunication and
other consumer products with an annual capacity of about 360,000
pieces of 4-inch wafers.
=================
I N D O N E S I A
=================
ASTRA INTERNATIONAL: Agro Unit to Sign Rp150B Loan by Year-end
--------------------------------------------------------------
Palm oil producer PT Astra Agro Lestari, majority-owned by PT
Astra International, expects to sign a Rp150 billion bank loan
agreement at the end of the year to fulfill the company's 2003
capex needs, AFX Asia reports.
Astra Agro investor relations manager Tjahyo Dwi Ariantono said
negotiations with several banks are ongoing.
Astra Agro targets 2003 capex of Rp300 billion, with the balance
of the funding to come from internal cashflows. It cancelled in
early September plans for a Rp300 billion bond issue, saying it
would have been too costly.
Astra International is undergoing debt restructuring with a $150
million rights issue. The indebted company short-listed JP
Morgan, ING Barings and an ABN AMRO Rothschild team for the
exercise.
BANK NIAGA: Posts US$7.6M Net Profit
------------------------------------
Publicly-listed Bank Niaga, which is under control of the
Indonesian Bank Restructuring Agency, reported a net profit of
Rp68 billion (US$7.6 million) in the first eight months of this
year.
Bank Niaga President Peter Stock said last weekend the bank's
performance has improved and said he hopes the its business
target could be reached this year.
Malaysia's Commerce Asset Holding has won a tender to sell a 51
percent government stake in Bank Niaga but the process has been
hampered by parliament which is now demanding double the price.
Additionally, the divestment process has been tarnished by
reports of bribery involving IBRA and some legislators,
allegedly to smoothen the share sales.
GAJAH TUNGGAL: Posts IDR1.92T Profit in First Half
--------------------------------------------------
PT Gajah Tunggal is back in the black with a net profit of
IDR1.92 trillion in the first half of the year against a IDR1.60
trillion loss in the same period last year.
The Company's sales totaled IDR2.94 trillion this year, down
from IDR3.20 trillion a year ago.
In September, TCR-AP reported that Gajah Tunggal signed a debt
restructuring agreement with Goldman Sachs Group Inc., J.P.
Morgan Chase & Co. and about 20 other creditors, including ABN
Amro Holding NV, Bayerische Hypo- und Vereinsbank AG and Lehman
Brothers Holdings Inc., to extend US$300 million of debt for six
years.
Under the debt plan, Indonesia's largest tire producer may seek
more working capital and loans from creditors at terms yet to be
finalized, with inventory and accounts receivables offered as
collateral.
About US$95.8 million will be invested in a new production line
to make bus and truck tires. An additional $82.7 million will be
spent on operations over the next six years.
The agreement ends a four-year bid by creditors to get repaid
and frees the company to invest more in bus and truck tire
production.
Gajah Tunggal reduced its debt to US$320 million after signing
the debt restructuring agreement.
INDAH KIAT: Flat on Report Parent Signs MoU With Creditors
----------------------------------------------------------
PT Indah Kiat Pulp & Paper, the Indonesian unit of Singapore's
Asia Pulp & Paper Co. (APP), was flat at 120 rupiah on 12.6
million shares, coming off a high of 125 in early trade after
news the its parent company has signed a memorandum of
understanding with major creditors to restructure its debt over
a 10-year period.
Reports in local media said APP signed the deal on Saturday with
the Indonesian Bank Restructuring Agency (IBRA), which was owed
some US$1.2 billion, and export credit agencies that were owed
US$2.5 billion.
A binding legal agreement is expected by the end of the year.
Dealers said news of the preliminary restructuring deal shows
that IBRA is making concrete progress in negotiations and raises
hopes the restructuring process will soon be finalized.
In August, TCR-AP said that Indah Kiat reported a net loss of
$190.4 million during the first half of this year from $46.8
million the previous year.
The pulp and paper producer owes about $1 billion to IBRA.
=========
J A P A N
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HASEKO CORPORATION: Eliminates Excess Debt Via Debt-Equity Swap
---------------------------------------------------------------
Struggling condominium builder Haseko Corporation has eliminated
its excess debt of 121.7 billion yen via a debt to equity swap,
Kyodo News reports.
Haseko's three major creditor banks have completed procedures to
transfer 150 billion yen of its debts to them for Haseko shares.
According to Wright Investor's Service, as of March 2001, the
Company's long-term debt was 510.41 billion yen and total
liabilities were 726.71 billion yen.
JAPAN NATIONAL: Indo Unit Enters Liquidation Proceedings
--------------------------------------------------------
Japex North Sumatra Limited (Japex), a unit of Japan National
Oil Corp (JNOC), will file for liquidation proceedings as its
operations have become unsustainable, Kyodo News said on
Tuesday.
Liquidation proceedings at the Tokyo District Court will be
completed in March 2003.
Japex is engaged in exploration of oil and natural gas in the
northern part of Sumatra under a drilling right purchased from
Indonesia's state-run oil Company Pertamina.
JNOC holds 50 percent stake in Japex.
JAPAN NATIONAL: Terminates Operation in Indonesia
-------------------------------------------------
Japan National Oil Corporation (JNOC) announced Monday that
Japex North Sumatra Ltd., which had been granted JNOC's
financial assistance, has withdrawn from an oil and gas
production project in Gebang block in North Sumatra, Indonesia.
In 1985, Japex North Sumatra Ltd. acquired a 50 percent working
interest of Gebang block in Northern Sumatra, Indonesia,
establishing a joint operating body (JOB) with Indonesian state
oil Company, Pertamina. Between 1987 and 1989, the JOB drilled
five exploratory wells, all of which confirmed oil and gas
layers.
As a result of evaluating potential of three hydrocarbon-bearing
prospects, the ABS structure was developed and brought on stream
in October 1992.
It is expected that economics of the project will deteriorate
because production from the ABS has been declining and there are
no other commercially viable prospects in the acreage. Thus, the
Company decided to terminate its operation by farming out its
interest and reach an agreement with an Indonesian Company,
Costa International Group Ltd. Revenues from this assignment is
earmarked for paying back loans from JNOC.
Company Profile
Name: Japex North Sumatra Ltd.
Establishment: 20th December 1985
Address: Shinagawa-ward, Tokyo, Japan
President: Mr. Susumu Nakayama
Shareholders:
Japan Petroleum Exploration Co., Ltd. (29.47 percent), Inpex
Corporation (14.47 percent)
Mitsubishi Corporation (6.06 percent)
Japan National Oil Corporation (50.00 percent)
Equity of the acreage: 50.0 percent
Partners: Pertamina
JNOC funds: Equity 6.64 billion yen, Loans 4.44 billion yen (as
of the end of March 2002)
For a copy of the press release, visit
http://bankrupt.com/misc/TCRAP_japex1001.pdf
MAZDA MOTOR: Targets Zero Landfill at Manufacturing Sites
---------------------------------------------------------
Mazda Motor Corporation aims at achieving zero landfill levels
by the end of FY2002 at all of its domestic manufacturing sites,
the Hiroshima Plant, the Hofu Plant, and the Miyoshi Plant
including R&D centers, administration and engineering field.
Originally aiming to achieve zero landfill levels by the end of
FY2003, Mazda now aims to achieve this target by the end of this
fiscal year.
Mazda stated the environmental principles: "We aim to promote
environmental protection and contribute to a better society,
while maintaining harmony with nature in our business
activities" in 1992. Under the principles, Mazda has been
actively implementing various measures to reduce waste and
recycle resources to deal with the shortage of landfill sites.
Mazda promoted the reduction of waste at each production site
and achieved a 16 percent reduction in FY2001, compared to the
FY1990 level. Furthermore, Mazda implements various activities
in order to achieve zero landfill at all of its production sites
by the end of this fiscal year.
During the manufacturing process, it is inevitable that some
waste, such as 'slag' and 'waste whetstone' is generated. This
waste can only be disposed of as landfill. In order to minimize
such waste, Mazda takes the following measures:
- Sand used to make molds can be reused several times. However,
when the sand becomes mixed with metals it needs to be disposed
of as slag. Reducing the slag, which accounts for about 75
percent of entire waste, is the key factor in achieving zero
landfill. Mazda greatly reduces waste through the recycling of
slag as road pavement materials.
- Waste whetstone, which is generated from machining shops, used
to be disposed of as landfill. Mazda breaks whetstone into
fragments to produce highly porous material that can be recycled
as a deodorizer at foundries.
Mazda is proactively working to reduce environmental impact
while optimizing use of resources. For example, the Company
developed the 'Semi-dry Machining Process' for parts which
greatly reduces the amount of lubricant required, and the 'Three
Layer Wet Paint System,' a new environmentally friendly coating
technology. Mazda regards this as a key element of its
responsibility to make every effort for environmental
sustainability, and continue to work for the good of the
environment to optimize limited global resources.
Mazda Motor Corporation www.mazda.com/flash.html was established
in 1920 and is one of Japan's leading automobile manufacturers.
With its headquarters in Hiroshima, Mazda has two plants in
Japan and manufacturing and assembly operations in sixteen other
countries. Mazda cars and trucks are sold in more than one
hundred and thirty countries. Ford Motor and Mazda agreed to
collaborate in 1979, Ford Motor Company started investing in
Mazda and increased its shareholding to 33.39 percent as of
March 31, 1999.
Rating and Investment Information, Inc. (R&I) has assigned Mazda
Motor Corp.'s long-term debt rating to BBB-, TCRAP reports.
Even though the Company has practically no involvement in sales
financing, the shareholders capital ratio is low, at 9.96
percent, as a result of poor performances in the past and the
fragile management condition of domestic dealerships and other
factors.
There is still a heavy interest bearing debt burden.
Furthermore, the overseas sales ratio is at a high level of 61.3
percent, mainly for the North American and European markets, but
production bases are concentrated in Japan so earnings are
vulnerable to movements in exchange rates.
For inquiries, contact Mazda Motor Corporation's Mr K. Yoshitake
at telephone 03-3508-5022, or via e-mail at
yoshitake.k@tky.mazda.co.jp.
MITSUBISHI ELECTRIC: Joining the G.729 Consortium
-------------------------------------------------
Sipro Lab Telecom announced that Mitsubishi Electric Corporation
has joined the G.729 Consortium, which was created in March 1998
and now gathers the Intellectual property rights (IPR) of four
major players of the telecommunication industry - France
Telecom, Universite de Sherbrooke, Nippon Telegraph and
Telephone Corporation, and now Mitsubishi Electric Corporation.
"The G.729 Consortium mission to promote open standards
supported by Sipro's proven expertise in licensing standardized
technologies were key elements that motivated our desire to
integrate this IPR pool," says Mr. Ryo Tokunaga, General
Manager, Corporate Licensing Department of Mitsubishi
Electric.
In their efforts to meet the needs of the telecommunication
industry, Sipro and the G.729 Consortium have agreed to maintain
the actual tariffs with the addition of Mitsubishi Electric
essential patents to the pool. "We believe this will have a
positive impact on the continued penetration of the G.729
standard," says Mr. Tokunaga.
Sipro now gathers the IPR portfolio related to the G.729
technology of 6 major telecommunications companies on a
worldwide basis. "Having Mitsubishi Electric as a member of the
Consortium represents an important advantage for all companies
wishing to integrate G.729 and having to deal with IPR issues as
they now have simplified access to a greater pool of patents
through a single point of contact," concludes Helene Jay,
Sipro's Vice President Licensing.
The G.729 standard and its annexes, an ITU (International
Telecommunication Union) approved recommendation, provides the
telecommunication industry with a low bit rate speech coding
solution. G.729 represents a real significant advance in the
field of digital audio compression. G.729 is found in equipment
and applications such as VoIP gateways, IP phones,
videoconferencing and teleconferencing, unified messaging,
Internet telephony, and other applications where the quality of
service, delay and bandwidth are important.
With over 80 years of experience in providing reliable, high-
quality products to both corporate clients and general consumers
all over the world, Mitsubishi Electric Corporation -
www.global.mitsubishielectric.com - is a recognized world leader
in the manufacture, marketing and sales of electrical and
electronic equipment used in information processing and
communications, space development and satellite communications,
consumer electronics, industrial technology, energy,
transportation and building equipment.
The Company has operations in 35 countries and recorded
consolidated group sales of 3,649 billion yen (US$27.4 billion)
in the year ended March 31, 2002.
Sipro Lab Telecom Inc., is a privately owned Canadian
Corporation, which offers easy access to standardized voice
compression technologies for the telecommunication market by
providing companies with a single point of contact for hundreds
of patents. As the representative of the G.729 Consortium, Sipro
has helped more than fifty companies worldwide obtain a license
to use the G.729 standard within their products. Through Sipro's
relationships and expertise in the commercial, technology and
legal fields, companies are saving time and money, and are able
to get new products to market faster.
TCR-AP reported in March that Mitsubishi Electric Corp expects
to post a consolidated net loss of Y70 billion in fiscal 2001
through March, due to weak performance of the electronic device
and information equipment division.
The firm, which employs a total 11,000 full-time staff and
contract workers on a consolidated basis in Japan, has total
liabilities of US$27.3 billion as of March 2001 compared to
total assets of US$33.1 billion.
For more information, contact Nathalie Beaudoin, Marketing and
Licensing Manager for Sipro Lab Telecom Inc., at telephone +1-
514-737-5874 or fax +1-514-737-2327.
NEC CORPORATION: Post Notice of Changes in Executive Level
----------------------------------------------------------
NEC announced changes in its personnel executives effective
October 1, 2002:
Appointments New title Name Current title
Executive Vice President Yoshio Omori Senior Vice President
and Member of the Board Member of the Board
Executive Vice President Kaoru Tosaka Senior Vice President
and Member of the Board, Member of the Board,
Company President, Company President,
NEC Electron Devices NEC Electron Devices
Executive Vice President Kaoru Yano Senior Vice President and
and Member of the Board, Member of the Board,
Company President, Company President,
NEC Networks NEC Networks
Associate Senior Vice Hirofumi Okuyama Associate Senior Vice
President, Corporate President, NEC Networks
Senior Vice President, Konosuke Kashima Associate Senior Vice
NEC Solutions President, NEC Solutions
NEC Corporation - www.nec.com - is one of the world's leading
providers of Internet, broadband network and enterprise business
solutions dedicated to meeting the specialized needs of its
diverse and global base of customers. Ranked as one of the
world's top patent-producing companies, NEC delivers tailored
solutions in the key fields of computer, networking and electron
devices, through its three market-focused, in-house companies:
NEC Solutions, NEC Networks and NEC Electron Devices.
As part of the restructuring plan, NEC said it would shed jobs,
close and sell plants, and split off divisions into separate
companies as it struggles to regain profitability and restore
its balance sheet to health, TCR-AP reports.
The move aims the Company to recover from last year's record
loss of 312 billion yen ($2.5 billion).
According to Wright Investor's Service, during the 12-month
period ending 31 March 2002, the Company reported losses of
187.06 per share, implying that the management believes that the
Company will return to profitability soon.
For information, contact NEC Corporation's Daniel Mathieson at
telephone 03-3454-1111 or via e-mail at
d-mathieson@bu.jp.nec.com.
NISSAN DIESEL: Signs Acquisition Deal With TCIL
-----------------------------------------------
Tan Chong International Ltd (TCIL) announced on Tuesday that
through one of its wholly owned subsidiaries, it has entered
into an Agreement with Nissan Diesel Motor Co. Ltd to acquire
the shares of Nissan Diesel (Thailand) Co. Ltd.
Including working capital, TCIL expects to invest US$35 million
on this transaction. This agreement further strengthens the on-
going relationship between the Tan Chong Group and Nisan Diesel
in South East Asia and China.
TCIL has had a long association with Nissan Diesel in Singapore
through its subsidiary, Tan Chong IndustrialMachinery Pte. Ltd.
(TCIM). This partnership has made the Nissan Diesel brand into
one of the best selling trucks in Singapore. Potentially, the
market for Nissan Diesel Trucks in Thailand is 6 times larger
than that of Singapore and should, in the medium term,
consistent with the growth outlook of the Thai economy, provides
positive revenue and profit contribution to TCIL.
TCIL is also an investment partner with Nissan Diesel in a truck
manufacturing plant in Hangzhou, China. The sales of trucks from
the Hangzhou Company has been improving and is now making a
positive contribution to TCIL.
On average, the market size of new medium to heavy size trucks
in Thailand is about 12,000 units annually. At its peak, sales
of all brands of such vehicles reached 30,000 units per year.
Currently Nissan Diesel has 20,000 trucks operating in Thailand
and enjoys an average 10 percent share of the Thai market.
Commenting on the acquisition at the press conference
announcement, Mr. AC Neo, Marketing Director of TCIM and
Executive Director of Tan Chong International said: "This marks
an important expansion for our business in Asia which we see as
part of a long-term investment that will reap benefits for both
our shareholders and consumers. In addition it strengthens the
successful ongoing relationship between the Tan Chong Group and
Nissan Diesel in South East Asia and China.
This transaction is conditional upon receiving approval from the
Thailand regulatory Board of Investments to allow the transfer
to TCIL's subsidiary.
None of the Directors of TCIL have any direct interest or
benefit in this transaction.
TCR-AP reported in September that Nissan Diesel Motor Co plans
to lower its interest-bearing debt by 40 percent to 250 billion
yen ($2 billion) by March 2006, as part of its restructuring
plan.
The struggling truck maker will expand ties with China's second-
largest auto group, Dongfeng Motor Corp, to further Nissan
Diesel's advance into the growing Chinese market and help
counter the sluggish and overcrowded domestic truck market.
The Company has interest-bearing debts of 416.9 billion yen as
of March 31.
It is forecasting a group net profit of one billion yen on sales
of 380 billion yen in the current year to next March.
For a copy of the disclosure, visit
http://bankrupt.com/misc/tcrap_nissandiesel1001.pdf
=========
K O R E A
=========
DAEWOO MOTOR: Agrees to Pay US$29M for Brand Rights
---------------------------------------------------
Daewoo Motor Co., which is selling its key production assets to
General Motors Corp., agreed to pay 35.9 billion won ($29
million) for the right to use the Daewoo brand overseas,
Bloomberg and the Korea Economic Daily newspaper reported.
The carmaker will initially pay 2.2 billion won in cash. The
remaining 33.7 billion won will be paid partly in shares of the
Company after the asset sale is completed and partly through a
final cash payment in 10 years.
The automaker and Daewoo International will sign a formal
contract early this month after receiving approval from their
creditors.
General Motors agreed in June to acquire some of the carmakers
assets for $1.17 billion and assumed its debt. The automaker
will set up a venture that will control the assets and needs the
brand rights to sell Daewoo Motor's cars overseas.
DAEWOO MOTOR: Court Approves Liquidation Scheme
-----------------------------------------------
The Incheon District Court has approved the liquidation plan for
Daewoo Motor on Monday, Digital Chosun reports.
The carmaker will split into five different firms, and creditors
would write off 76 percent of their outstanding loans to the
Company.
The five new entities are GM-Daewoo Auto and Technology, the US
auto giant set up in Korea after its acquisition in October,
Daewoo Motors Bupyeong plant, Daewoo Motors bus manufacturing
division in Busan, the firm's commercial vehicle division in
Gunsan, and the remaining Daewoo Motor.
Creditors are expected to write-off 76 percent or W14.5 trillion
of its 19 trillion debt, through a debt-for-equity conversion.
The inauguration of the new GM-Daewoo joint venture will be
completed on October 15.
DAEWOO MOTOR: Vehicle Sales Down 58.6% in September
---------------------------------------------------
Vehicle sales at Daewoo Motor Co. dropped 58.6 percent to 18,717
cars, versus car sales of 45,181 a year ago, AFX Asia reported
Tuesday.
The carmaker's operations were suspended on August 28 to
September 11 due to its subcontractors' refusal to supply parts
and components over a debt repayment dispute.
"We expect sales to pick up in October in line with the launch
of the new GM Daewoo Auto & Technology," a spokesman said.
Domestic sales fell 38.2 percent month-on-month to 9,855 units
in September due to the expiry of the special tax cuts on cars.
SAMSUNG ELECTRONICS: Chipmaker Seals Alliance With Mitsubishi
-------------------------------------------------------------
Samsung Electronics Co. sealed a strategic alliance in the non-
memory chip business with Mitsubishi to strengthen the Company's
weak non-memory chip business unit, the Maeil Business Newspaper
reported last week.
Samsung will provide know-how on the manufacturing and
production sectors while Mitsubishi will share its advanced
knowledge in top-notch technologies used to develop non-memory
chips.
TCR-AP reported in June that Samsung Electronics is aiming to
use its extra cash holdings to repay US$300 million worth of
foreign currency-denominated bonds ahead of maturity.
The early repayment of the foreign bonds issued on November 1992
will mature in November this year. The move aims to cut the
firm's debt and to improve its finances.
DebtTraders reports that Samsung Electronics' 9.750 percent bond
due in 2003 (SAMS03KRS2) trades between 104.493 and 104.627. For
real-time bond pricing, go to
http://www.debttraders.com/price.cfm?dt_sec_ticker=SAMS03KRS2
SEOULBANK: S&P Upgrades Rating to BBB- on Merger Deal
-----------------------------------------------------
Standard & Poor's Ratings Services raised its credit ratings on
SeoulBank to 'BBB-' from 'BB', after the finalization of the
merger agreement between Hana Bank and state-run Korea Deposit
Insurance Corp. (KDIC).
The ratings remain on CreditWatch with positive implications,
where they were placed on Aug. 20, 2002.
The upgrade reflects the expectation that the merger will be
implemented, resulting in improved asset quality and a stronger
market position for SeoulBank.
Currently, Hana Bank and SeoulBank are the fifth and the ninth
largest Korean banks, respectively. The combined total assets of
the new entity will be Korea won 83 trillion (total credit will
be W54 trillion), placing it third behind Kookmin Bank and Woori
Bank.
"The new banks' asset quality will be sound, with a combined
ratio of total credit classed as precautionary and below of 3.97
percent based on June 2002 figures, which is the second best
among the large Korean banks--banks with total credit of over
W30 trillion--after Shinhan Bank," Standard & Poor's credit
analyst Ryoji Yoshizawa said.
On September 27, Hana Bank and KDIC signed a final contract on
the merger. SeoulBank is currently 100 percent owned by state-
run KDIC, after receiving capital injection from the government
in 1998 during the Asian financial crisis.
In August 2002, Korea's Public Fund Oversight Committee awarded
Hana Bank the exclusive right to negotiate with the government
to acquire SeoulBank.
TCR-AP said more than 5 trillion won has been injected into the
bank since late 1997 in order to keep the bank from collapsing
due to a large number of bad loans.
===============
M A L A Y S I A
===============
CHASE PERDANA: SC Okays Exemption to Dr Mohan M.K. Swami
--------------------------------------------------------
On behalf of the Board of Directors of Chase Perdana Berhad
(CPB), Southern Investment Bank Berhad wishes to announce that
the Securities Commission has, via its letter dated 26 September
2002, approved the proposed exemption to Tan Sri Datuk Dr Mohan
M.K. Swami from a mandatory offer obligation for the remaining
voting shares in CPB under Practice Note 2.9.3 of The Malaysian
Code on Take-overs and Mergers pursuant to the Proposed Debt
Restructuring Scheme.
HOTLINE FURNITURE: Fails to Submit Rehab Plan
---------------------------------------------
Public Merchant Bank Berhad (PMBB) had on 30 August 2002, made
an application to the Securities Commission and the KLSE to seek
an extension of time to make the Requisite Announcement, to
submit its plan to regularize the financial condition and the
de-listing of Hotline Furniture Berhad (HFB)'s shares from the
Second Board of the Kuala Lumpur Stock Exchange.
HFB is an affected listed issuer under the Practice Note 4/2001
of the KLSE Listing Requirements.
Further thereto, on 20 September 2002 and 26 September 2002,
PMBB, on behalf of the Board of HFB had announced the Requisite
Announcement pertaining to the Company's plan to regularize its
financial condition. However, HFB is unable to submit its plan
to regularize its financial condition to the relevant
authorities by 30 September 2002 as the financial due diligence
and the valuation reports on the Acquiree Companies have not
been completed.
In this respect, PMBB had on even date, on behalf of the Board
of HFB, made an application to KLSE to seek a further extension
of time from 30 September 2002 to 31 October 2002 for the
Company to finalize and submit the application to the
authorities of its plan to regularize its financial condition.
The HFB Group has suffered losses for the past four financial
years since the financial year ended 31 May 1998, which has
resulted in a negative shareholders' fund of RM53,993,345 based
on the latest audited results as at 31 May 2001.
The HFB Group had also defaulted in servicing and repaying its
financial obligations to the bank lenders and creditors as the
Group's business as a whole cannot generate sufficient revenue
and cashflow to service and repay the total debts owing to the
bank lenders and creditors of RM114,862,000 as at 30 November
2001.
L & M CORPORATION: Restraining Order Expires
--------------------------------------------
The Special Administrators of L & M Corporation (M) Bhd wish to
announce that the Restraining Order granted by the High Court to
the Company and L & M Geotechnic Sdn Bhd, a wholly owned
subsidiary of the Company, has expired on 30 September 2002.
The Special Administrators of the Company and the Board of
Directors of L & M Geotechnic Sdn Bhd wish to add that no
further application will be made to the High Court for any
extension to the said Restraining Order.
MALAYSIAN AIRLINE: Expects Shareholders to Okay Restructuring
-------------------------------------------------------------
Malaysian Airline System Bhd (MAS) expects its minority
shareholders to vote in favor of a restructuring package aimed
at taking the company into the black by next year.
MAS unveiled the $2.4 billion debt workout plan in July on hopes
it would lift it from five straight years of losses.
Under the deal, the state-controlled carrier will transfer all
assets and liabilities to a new government company and become
debt-free, running just international and cargo services using
planes leased from the new firm.
For taking over its net liabilities of 1.86 billion ringgit
($489 million), MAS is issuing 482.5 million new shares to the
government at the weighted average price of 3.85 ringgit each.
MAS would have a net cash of 676 million ringgit after losing
its liabilities. It is also selling and leasing back properties
and selling its catering unit to raise 1.7 billion ringgit.
With the additional cash, it is forecast to post a net profit of
94.2 million ringgit for the year to end-March 2003 against a
loss of 835.6 million in 2002.
For the three months to June this year, net loss shrunk to 80.8
million ringgit from 320.7 million a year earlier.
MAS, one of the largest carriers in Southeast Asia, cited low
average fares, high operating costs and bad management decisions
as reasons for having gone into the red.
MALAYSIAN AIRLINE: May Extend Probe of Irregularities Abroad
------------------------------------------------------------
The investigations into the alleged irregularities by the
previous management of Malaysian Airline System Bhd may be
widened overseas, Bernama news agency reported.
"It looks like the investigations will have to be done beyond
the shores of Malaysia so it may take some time," chairman
Azizan Zainul said.
He said a lot of work had to be done before the police could
conclude the probe and make recommendations to the Attorney
General on the next course of action.
After the government took control of Malaysia's flag carrier, an
audit of the airline's affairs for 1994-2001 was taken,
resulting in the filing of police reports.
METROPLEX BERHAD: Widens Second Quarter Net Loss to MYR171.3M
-------------------------------------------------------------
Metroplex Bhd reported a net loss of MYR171.28 million in the
second quarter that ended July 31 this year, from a net loss of
MYR22.1 million in 2001.
The company has not paid dividends during the period, and has
not paid any dividends during the same period of last year.
For the first half of this year, Metroplex reported a net loss
of MYR197.82 million against a net loss of MYR45.51 million the
previous year.
Results were based on Malaysian accounting standards and were
unaudited.
TCR-AP said last week that Metroplex is still actively working
on its debt restructuring scheme with its creditors.
The Kuala Lumpur-based Metroplex is engaged in various
operations. Its hotel and leisure business includes resort and
gaming operations at Subic Bay in the Philippines, Legend Hotel
in Kuala Lumpur as well as cruise and casino operations under
the Empress Cruise Lines.
Under its property investment and development unit, the better-
known assets are The Mall and projects such as Pantai Hills
Estate, Pantai Hills Flats, and Pantai Towers. Originally around
Kuala Lumpur and in the Klang Valley, projects have expanded to
Batang Kali, Pahang where the Legend Farmstead is being
developed. Besides these developments, the Company has also in
its pipeline the Baron Court and the Carlton Court condominiums
at Taman Kosas in Ulu Langat, Selangor.
PAN MALAYSIAN: Shareholders Appoint BDO Binder as New Auditor
-------------------------------------------------------------
Pan Malaysian Industries Berhad is pleased to inform the Kuala
Lumpur Stock Exchange that at its Fortieth Annual General
Meeting held on 30 September 2002, the shareholders of the
Company approved all the resolutions set out in the notice of
the meeting, including the appointment of Messrs BDO Binder as
auditors of the Company in place of the retiring auditors,
Messrs PricewaterhouseCoopers.
RENONG BERHAD: Lower on Private Placement Plan
----------------------------------------------
Renong Berhad was down 0.005 ringgit at 0.63 on volume of 1.648
million shares after the company said it plans to raise 400
million ringgit via a private placement of new shares.
"Renong is one of the biggest debtors in Malaysia. Even if the
(private placement) shares are taken up, it will take some time
for the company to recover," a dealer with a local brokerage
said.
The dealer added that the company's poor fundamentals are not
attracting interest amid weak sentiment on the market.
SEAL INCORPORATED: Group Still Defaults in Payment
--------------------------------------------------
Seal Incorporated said in a disclosure to the Kuala Lumpur Stock
Exchange that there had been no new developments in relation to
the default in payment of the principal and/or interest of the
bank borrowings of the company and its subsidiaries since the 30
August 2002 announcement.
As at 30 September 2002, the Group's total default in payments
to financial institutions in respect of various credit
facilities is RM56.75 million.
SENG HUP: Reveals Proposed Restructuring Exercise
-------------------------------------------------
AmMerchant Bank Berhad (formerly known as Arab-Malaysian
Merchant Bank Berhad), on behalf of Seng Hup Corporation Berhad
(Special Administrators Appointed), said in a disclosure to the
Kuala Lumpur Stock Exchange that the Company had, on 30
September 2002 entered into the following agreements:
(i) a supplemental principal agreement with KEB (Supplemental
PA) to amend, modify and/or vary the PA; and
(ii) a sale and purchase agreement with KEB, Mampu Alam Sdn Bhd
(MASB) and Eminent Triumph Sdn Bhd (ETSB) (collectively the SEB
Vendors) and Salcon Sdn Bhd (SSB or Purchaser) for the proposed
acquisition of the entire issued and paid-up share capital of
SEB comprising 20,000,000 ordinary shares of RM1.00 each (SEB
Shares) for a total purchase consideration of RM80,198,000 to be
satisfied by the issuance of 160,396,000 new ordinary SSB Shares
of RM0.50 each at an issue price of RM0.50 per SSB share
(Conditional SPA).
SALIENT TERMS OF THE SUPPLEMENTAL PA
KEB and SHCB have agreed to amend, modify and/or vary the PA
upon the terms and conditions contained in the Supplemental PA.
The salient terms of the Supplemental PA are as follows: -
(i) Incorporation of a new company, SSB;
(ii) Proposed acquisition by SSB of SHCB involving the issuance
of 833,250 new ordinary shares of RM0.50 each in SSB ("SSB
Shares") at an indicative issue price of RM1.20 per SSB Share to
the existing shareholders of SHCB on the basis of one (1) new
SSB Share for every 24 ordinary shares of RM1.00 each in SHCB
(SHCB Shares) held;
(iii) Proposed acquisition by SSB of the entire issued and paid-
up share capital of Salcon Engineering Berhad (SEB) from KEB,
MASB and ETSB for a total consideration of RM80,198,000 to be
satisfied by the issuance of 160,396,000 SSB Shares at an issue
price of RM0.50 per SSB Share;
(iv) Proposed offer for sale / placement by SEB Vendors of
17,920,000 SSB Shares at an indicative offer price of RM1.20 per
SSB Share;
(v) Proposed public issue by SSB of 29,200,000 new SSB Shares at
an indicative issue price of RM1.20 per SSB Share and the
underwriting of the same, such underwriting arrangement to be
procured within 45 days from the date of approval from the
Securities Commission;
(vi) Proposed transfer of listing status of SHCB on the Second
Board of the KLSE to SSB and from the Second Board to the Main
Board of the KLSE;
(vii) Proposed cash payment of RM28.0 million by SSB to SHCB's
creditors in part settlement of the debts of SHCB, such payment
to be secured as provided in the Supplemental PA;
(viii) Proposed disposal of SHCB by SSB to a special purpose
vehicle for a total nominal consideration of RM1.00; and
(ix) Proposed issue by SSB of 833,250 SSB Shares at an
indicative issue price of RM1.20 per SSB Share to SHCB's
creditors in part settlement of the debts of SHCB.
SALIENT TERMS OF THE CONDITIONAL SPA
The SEB Vendors shall sell, and the Purchaser shall purchase
20,000,000 fully paid ordinary shares of RM1.00 only each in the
capital of SEB constituting 100% of the entire issued and paid
up capital of the SEB (Sale Shares) free from all charges, liens
and other encumbrances and with all rights attaching thereto
including but without limitation all bonuses, rights, dividends
and distributions declared paid or made in respect thereof in
consideration of the purchase price of RM80,198,000 only to be
satisfied by the issuance of 160,396,000 SSB Shares issued at
RM0.50 per SSB Share, credited as fully paid up upon the terms
and subject to the conditions of the Conditional SPA.
The conditions precedent of the Conditional SPA include, inter
alia, the following:
(i) The approvals (if required) of the lenders of SEB, in
accordance with the terms and conditions of the financing or
credit facilities agreements between the lenders and SEB for the
acquisition by the Purchaser of the Sale Shares being obtained
and not withdrawn;
(ii) The approvals of Bank Islam Malaysia Berhad and Southern
Bank Berhad (both being existing chargees of the Sale Shares)
for the disposal by the SEB Vendors of the Sale Shares being
obtained and not withdrawn; and
(iii) The approvals of the respective shareholders of the SEB
Vendors for the disposal by the respective SEB Vendors of the
Sale Shares being obtained and not withdrawn.
A Requisite Announcement (as defined under Practice Note 4/2001
of the Kuala Lumpur Stock Exchange Listing Requirements) will be
made in due course.
TECHNOLOGY RESOURCES: Telekom Malaysia May Revise Offer Price
-------------------------------------------------------------
Telekom Malaysia Bhd CEO Md Khir Abdul Rahman said his company
would revise the general offer price of 2.75 ringgit a share for
Technology Resources Industries (TRI) Bhd if the proposed
cellular merger between the two companies is not agreed by
October 29.
The Telekom chief declined to elaborate.
Md Khir added he does not see any reasons why TRI shareholders
should block the merger "when the deal is value enhancing for
them."
He also said he does not expect any objection from Deutsche
Telekom, which owns 8 percent of TRI, over the proposed merger.
TIME ENGINEERING: Extends Heads of Agreement to November
--------------------------------------------------------
Further to the announcements made by Commerce International
Merchant Bankers Berhad (CIMB) on behalf of TIME Engineering
Berhad on 30 May 2002 and 31 July 2002 in respect of the
Proposed Disposals, CIMB wishes to announce, on behalf of TIME,
that TIME and EPE Power Corporation Berhad (EPE) have agreed to
extend the timeline in Clause 3.1(c) of the Heads of Agreement
(HOA) from 30 September 2002 to 30 November 2002.
With the amendment above, Clause 3.1 of the HOA would now read
as follows:
"3.1 The term or duration of this HOA shall commence on the date
of this HOA and shall terminate on the earlier of:
(a) the date of the execution of the sale and purchase
agreements, or if executed on different dates, the date of the
execution of the last sale and purchase agreement; or
(b) the date of the rejection in writing of the debt
restructuring scheme (if applicable) by the Majority Lenders (as
defined below). For the avoidance of doubt, any request for
amendments or modifications to the debt restructuring scheme by
the Lenders shall not constitute a rejection of the debt
restructuring scheme; or
(c) 30 November 2002;
or such later date mutually agreed to in writing by both
parties.
For the purposes of this Clause, the term Majority Lenders shall
mean three or more Lenders who have together an aggregate
indebtedness due from EPE of a value of not less than seventy
five per cent (75%) of the aggregate indebtedness owed by EPE to
all the Lenders. The term Lenders shall mean the financial
institutions which have granted or is granting any facility to
EPE and the Lender shall be construed accordingly."
All other terms and conditions in the HOA remain unchanged.
TONGKAH HOLDINGS: Discloses Restructuring Scheme
------------------------------------------------
On 6 September 2001, Tongkah Holdings Berhad (THB) announced
that it is an affected issuer pursuant to Practice Note 4/2001
(PN 4/2001) of the Kuala Lumpur Stock Exchange (KLSE) Listing
Requirements and is accordingly required to comply with the
requirements of PN 4/2001.
In this respect, THB is required to make an announcement to the
KLSE of its plan to regularize the financial condition of the
Company and implement the said plan by 31 December 2002 to
ensure that the Company's shares will not be delisted.
Further to the announcement on 5 September 2002, on behalf of
the Board of Directors of THB, Public Merchant Bank Berhad
(PMBB) is pleased to announce that THB, Harbour-Link Group
Berhad (HLG) and the vendors of the Acquiree Companies as
defined herein, had on 30 September 2002 entered into a Master
Agreement for the purposes of giving effect and implement a
proposed restructuring scheme to regularize the financial
condition of THB. The proposed restructuring scheme involves,
inter-alia, the following:
(i) Proposed incorporation or setting up of a newly incorporated
company, namely HLG;
(ii) Proposed share exchange/swap between the existing
shareholders of THB and HLG whereby the existing shareholders of
THB will exchange/swap all their shares in THB for new ordinary
shares of RM1.00 each in HLG (HLG Shares) on the basis of one
(1) ordinary share in HLG for every 96.26 existing ordinary
shares of RM1.00 each held in THB (THB Shares) (Proposed Share
Exchange);
(iii) Proposed settlement of the debts owing by THB to its
creditors by the issuance of 25,000,000 new HLG Shares (Proposed
Debt Restructuring);
(iv) Proposed acquisition of:
(a) the entire issued and paid-up capital of Harbour-Link (M)
Sdn Bhd (HLM);
(b) the entire issued and paid-up capital of Harbour Agencies
(Sarawak) Sdn Bhd (HAS); and
(c) the entire issued and paid-up capital of Eastern Soldar
Engineering & Construction Sdn Bhd (ESEC)
(HLM, HAS and ESEC are collectively referred to as the Acquiree
Companies)
from the vendors of the Acquiree Companies free from all liens,
charges, pledges, equities, mortgages and encumbrances to HLG
via separate share sale agreements upon the terms and subject to
the conditions therein (Proposed Acquisitions);
(v) Proposed offer for sale/placement of HLG Shares by the
vendors of the Acquiree Companies (Proposed Offer for Sale &
Placement); and
(vi) Proposed de-listing of THB from the Official List of the
Main Board of the KLSE and the proposed application for the
listing of and quotation for HLG on the Main Board of the KLSE
(Proposed Transfer Listing).
(The above proposals are collectively referred to as the
Proposed Restructuring Scheme)
In addition to the Master Agreement and as part of the Proposed
Restructuring Scheme, HLG had 30 September 2002, entered into
the following conditional share sale agreements with the
respective vendors of the Acquiree Companies as part of its plan
to regularize the financial condition of THB pursuant to the
Proposed Restructuring Scheme:
(i) a share sale agreement with Enricharvest Sdn Bhd to acquire
the entire ordinary share capital of HLM comprising 10,055,120
ordinary shares of RM1.00 each;
(ii) a share sale agreement with United Joy Sdn Bhd to acquire
the entire ordinary share capital of HAS comprising 750,000
ordinary shares of RM1.00 each; and
(iii) a share sale agreement with Toh Guan Seng, Wong Ah Fatt
and Hooi Yen Peng to acquire the entire ordinary share capital
of ESEC comprising 4,000,000 ordinary shares of RM1.00 each.
(Enricharvest Sdn Bhd, United Joy Sdn Bhd, Toh Guan Seng, Wong
Ah Fatt and Hooi Yen Peng are collectively referred to as the
Vendors)
((i) to (iii) are collectively referred to as the Proposed
Acquisitions)
Further details of the Proposed Restructuring Scheme are set out
in the ensuing sections. This announcement may not be deemed as
a requisite announcement as the approvals-in-principle from the
creditors of THB have not been obtained and hence, the terms of
the Proposed Restructuring Scheme, in particular the Proposed
Debt Restructuring, may be subject to change.
PROPOSED ACQUISITIONS
Details of the Proposed Acquisitions
On 30 September 2002, HLG had entered into three conditional
share sale agreements with the Vendors to acquire:
(i) the entire ordinary share capital of HLM comprising
10,055,120 ordinary shares of RM1.00 each to be satisfied by the
issuance of 76,000,000 new HLG Shares issued at par;
(ii) the entire ordinary share capital of HAS comprising 750,000
ordinary shares of RM1.00 each to be satisfied by the issuance
of 34,000,000 new HLG Shares issued at par; and
(iii) the entire ordinary share capital of ESEC comprising
4,000,000 ordinary shares of RM1.00 each to be satisfied by the
issuance of 45,000,000 new HLG Shares issued at par.
Basis of the purchase consideration
The total purchase consideration of RM155,000,000 for the
Acquiree Companies were arrived at on a willing buyer willing
seller basis after taking into consideration the potential
earnings of the Acquiree Companies, the details of which are set
out below:
Acquiree Companies Proposed purchase price
(RM)
HLM 76,000,000
HAS 34,000,000
ESEC 45,000,000
===========
155,000,000
The proposed purchase prices for the Acquiree Companies are
subject to the approval of the Securities Commission (SC) and
shall be adjusted to reflect the values as approved by the SC
(Approved Purchase Price), provided that the Approved Purchase
Price shall not vary by more than 10% of the proposed purchase
price of RM155,000,000. Should the Approved Purchase Price vary
by more than 10%, HLG and the Vendors are allowed to renegotiate
the terms and conditions of the conditional share sale
agreements and mutually agree on a new purchase price for the
Acquiree Companies.
Mode of satisfaction of the purchase considerations
The purchase considerations are proposed to be satisfied by the
issuance of 155,000,000 new HLG Shares to the Vendors
(Consideration Shares).
Ranking of the Consideration Shares to be issued
The Consideration Shares to be issued pursuant to the Proposed
Acquisitions will upon allotment, rank pari passu in all
respects with the existing HLG Shares in issue save and except
that they shall not be entitled to any dividends, rights,
allotments and/or other distributions, the entitlement date
(namely the date as at the close of business on which the
shareholders must be registered in order to be entitled to any
dividends, rights, allotments and/or distributions) of which is
prior to the date of the allotment of HLG Shares.
Status of sale shares of the Acquiree Companies
The ordinary shares of the Acquiree Companies shall be acquired
free from all claims, charges, liens, encumbrances and equity
whatsoever together with all rights attaching thereto including
all dividends, rights and distribution declared, paid or made in
respect thereof on or before the completion of the Proposed
Acquisitions.
Assumption of liabilities
Save for the existing liabilities of the Acquiree Companies
based on their latest unaudited accounts as at 30 June 2002, HLG
will not assume any further liabilities pursuant to the Proposed
Acquisitions.
Moratorium on Consideration Shares
The Vendors will adhere to the SC's Policies and Guidelines on
Issue/Offer of Securities whereby 50% of the Consideration
Shares, representing 77,500,000 HLG Shares, will be placed under
moratorium (Moratorium Shares). The Vendors will only be allowed
to sell, transfer or assign only up to a maximum of one-third
per annum (on a straight line basis) of their respective
Moratorium Shares after 1 year from the date of listing of these
shares on the KLSE.
Profit guarantee
The Vendors, jointly and severally, covenant and warrant to HLG
the following terms:
(i) the aggregate profit after tax of the HLG Group for the two
financial years ending 30 June 2003 and 30 June 2004 (Guaranteed
Financial Years) shall be equivalent to at least RM25,180,000
for the Guaranteed Financial Years (Guaranteed Profit); and
(ii) the guaranteed profit of the HLG Group for each Guaranteed
Financial Year shall be approximately RM12,590,000.
In the event the Guaranteed Profit for the financial year ending
30 June 2003 is less than RM12,590,000, the Guaranteed Profit
shall be payable in the financial year ending 30 June 2004 which
shall be such an amount where the Guaranteed Profit is met for
the Guaranteed Financial Years.
In the event there is a shortfall at the end of the Guaranteed
Financial Years after certification by the auditors of HLG, the
Vendors shall make payment to HLG of an amount equivalent to any
shortfall in the Guaranteed Profit within 30 days of the
notification of the shortfall by HLG. To secure the payment of
any shortfall, the Vendors shall charge 25,180,000 of the
Moratorium Shares in favor of HLG.
Information on HLG
HLG was incorporated in Malaysia under the Companies Act, 1965
(Act) on 17 September 2002 as a public limited company. The
authorized share capital of HLG is currently RM100,000
comprising 100,000 HLG Shares, of which RM2 has been issued and
fully paid-up. HLG is currently dormant.
HLG will be used as an investment holding company to facilitate
the Proposed Restructuring Scheme of THB. HLG will subsequently
assume the listing status of THB pursuant to the Proposed
Restructuring Scheme and THB will be delisted thereafter.
Information on the Acquiree Companies
Information on HLM
HLM was incorporated in Malaysia on 8 August 1991 under the Act.
The authorized share capital of HLM is RM20,000,000 comprising
20,000,000 ordinary shares of RM1.00 each. The present issued
and paid-up capital of HLM is RM10,055,120 comprising 10,055,120
ordinary shares of RM1.00 each.
The principal activities of HLM are shipping, freight
forwarding, transportation, stevedoring, heavy haulage and
lifting, mechanical installation, storage yard/warehouse
operator and rental of heavy equipment.
Information on HAS
HAS was incorporated in Malaysia on 18 April 1998 under the Act.
The authorized share capital of HAS is RM1,000,000 comprising
1,000,000 ordinary shares of RM1.00 each. The present issued and
paid-up capital of HAS is RM750,000 comprising 750,000 ordinary
shares of RM1.00 each. The principal activities of HAS are
shipping and freight forwarding.
HAS does not have any subsidiary company.
Information on ESEC
ESEC was incorporated in Malaysia on 20 June 1986 under the Act.
The authorized share capital of ESEC is RM5,000,000 comprising
5,000,000 ordinary shares of RM1.00 each. The present issued and
paid-up capital of ESEC is RM4,000,000 comprising 4,000,000
ordinary shares of RM1.00 each.
The principal activities of ESEC are multi-discipline
engineering, procurement, construction and management of new
plants in the areas of oil and gas, chemical and oleo and power
plant industries.
Information of the Vendors
Brief information on the Vendors are set out below:
(i) Enricharvest Sdn Bhd was incorporated in Malaysia on 9
September 2002 under the Act. The authorized share capital of
Enricharvest Sdn Bhd is RM100,000 comprising 100,000 ordinary
shares of RM1.00 each. The present issued and paid-up capital of
Enricharvest Sdn Bhd is RM10,000 comprising 10,000 ordinary
shares of RM1.00 each. It is principally an investment holding
company.
(ii) United Joy Sdn Bhd was incorporated in Malaysia on 13 July
2002 under the Act. The authorized share capital of United Joy
Sdn Bhd is RM100,000 comprising 100,000 ordinary shares of
RM1.00 each. The present issued and paid-up capital of United
Joy Sdn Bhd is RM10,000 comprising 10,000 ordinary shares of
RM1.00 each. It is principally an investment holding company.
(iii) Toh Guan Seng, aged 47 is a shareholder and a director of
ESEC.
(iv) Wong Ah Fatt, aged 56 is a shareholder and a director of
ESEC.
(v) Hooi Yen Peng, aged 51 is a shareholder and a director of
ESEC.
Costs of investment of the Vendors in the Acquiree Companies
PROPOSED DEBT RESTRUCTURING
The Proposed Debt Restructuring involves the settlement of debts
amounting to RM656.54 million as at 30 August 2002 comprising
the following:
Creditors Outstanding debts as at
30 August 2002
RM'million
Holders of Bond 'A' 150.78
Holders of Bond 'B' 275.98
Other creditors 229.78
=======
Total outstanding 656.54
(Holders of Bond 'A', Holders of Bond 'B' and the other
creditors are collectively referred to as Creditors)
The outstanding debts as at 30 August 2002 of RM656.54 million,
which will only be confirmed after receipt of the relevant proof
of debts from the respective Creditors, are proposed to be
settled in the following manner (subject to proof of debt and
such adjustments as may be made arising from changed
circumstances):
(i) Holders of Bond 'A'
The claims of the holders of Bond 'A' amounting to RM150.78
million as at 30 August 2002 are proposed to be settled as
follows:
Note RM'million
Balance outstanding as at 30 August 2002 150.78
To be settled via:
(a) Cash in sinking fund (43.27)
(b) Disposal of landed properties
and unquoted securities 1 (50.50)
(c) Disposal of quoted securities 2 (75.96)
Net surplus 18.95
Notes:
1. Currently held as security for holders of Bond 'A'. Values
are estimated by the management of THB.
2. Currently held as security for holders of Bond 'A'. Values
are based on the closing share prices of these quoted securities
as at 30 August 2002.
(ii) Holders of Bond 'B'
The claims of the holders of Bond 'B' amounting to RM275.98
million as at 30 August 2002 are proposed to be settled as
follows:
Note RM'million
Balance outstanding as at 30 August 2002 275.98
To be settled via:
(a) Cash in sinking fund (2.35)
(b) Disposal of landed properties
and unquoted securities 1 (38.08)
(c) Disposal of quoted securities 2 (47.17)
(d) Excess security value provided
to holders of Bond 'A' (18.95)
Shortfall (169.43)
Notes:
1. Currently held as security for holders of Bond 'B'. Values
are estimated by the management of THB.
2. Currently held as security for holders of Bond 'B'. Values
are based on the closing share prices of these quoted securities
as at 30 August 2002.
(iii) Other creditors
The claims of the other creditors amounting to RM399.21 million
(including the shortfall of RM169.43 million referred to in
section 4(ii) above and other remaining unsecured debts of
RM229.78 million) as at 30 August 2002 are proposed to be
settled as follows:
Note RM'million
Balance outstanding as at 30 August 2002 399.21
To be settled via:
(a) Disposal of unpledged assets 1 (15.00)
(b) Issuance of 25,000,000 new HLG Shares (25.00)
Waiver of outstanding debt (approximately
89.98% of the net value of the unsecured debts) (359.21)
Notes:
1. Comprising all other assets of the THB Group. Values are
estimated by the management of THB.
Notwithstanding the above proposed settlement, THB acknowledges
that the issuance of 25,000,000 new HLG Shares shall represent
the full and final settlement of all unsecured debts of THB and
THB's subsidiaries with corporate guarantees issued by THB. THB
is in the midst of securing the approvals-in-principle from the
Creditors for the Proposed Debt Restructuring. Further details
on the Proposed Debt Restructuring will be announced in due
course.
The new HLG Shares to be issued pursuant to the Proposed Debt
Restructuring will upon allotment, rank pari passu in all
respects with the existing HLG Shares in issue save and except
that they shall not be entitled to any dividends, rights,
allotments and/or other distributions, the entitlement date
(namely the date as at the close of business on which the
shareholders must be registered in order to be entitled to any
dividends, rights, allotments and/or distributions) of which is
prior to the date of the allotment of HLG Shares.
Further, the HLG Shares to be issued to the Creditors pursuant
to the Proposed Debt Restructuring will be subject to a put and
call option arrangement to be entered into between the Vendors
and the Creditors (Put and Call Option Arrangement).
PROPOSED SHARE EXCHANGE
The Proposed Share Exchange, which will be undertaken under
Section 176 of the Act, entails the exchange of 192,519,955
ordinary shares in THB with 2,000,000 new HLG Shares on the
basis of one (1) new HLG Share for every 96.26 THB Shares held
by the existing shareholders of THB. Thereafter, THB will become
a wholly owned subsidiary of HLG.
The exchange ratio is based on the issued and paid-up share
capital of THB as at 30 June 2002. However, the final exchange
ratio may vary depending on the final issued and paid-up share
capital of THB as a result of possible subsequent conversion of
the existing irredeemable convertible unsecured loan stocks
1999/2004 (ICULS) and warrants 1999/2004 after 30 June 2002.
PROPOSED OFFER FOR SALE & PLACEMENT
The Proposed Offer for Sale & Placement will be undertaken to
meet the public shareholding spread requirement stipulated in
the SC Policies and Guidelines on Issue/Offer of Securities upon
completion of the Proposed Acquisitions, the Proposed Debt
Restructuring and the Proposed Share Exchange. In this respect,
HLG undertakes to make arrangements for the following:
(a) an offer for sale/placement of 50% of the new HLG Shares
issued to the Creditors to the Malaysian public at an offer
price to be determined later, as an avenue for the unsecured
creditors to realize their holdings; and
(b) an offer for sale/placement of the HLG Shares held by the
Vendors, on a proportionate basis, to the Malaysian public at an
offer price to be determined later, to meet the shortfall in the
25% public shareholding spread requirement after taking into
consideration the number of new HLG Shares issued to the
Creditors to be offered for sale/placed out by HLG on behalf of
the Creditors.
The HLG Shares to be offered/placed out pursuant to the Proposed
Offer for Sale & Placement will not be underwritten.
PROPOSED TRANSFER LISTING
The Proposed Transfer Listing entails the transfer of the
listing status of THB to HLG whereby THB will be delisted from
the Official List of the Main Board of the KLSE and HLG will be
listed in its place on the Main Board of the KLSE.
OTHER SALIENT TERMS OF THE MASTER AGREEMENT
The other salient terms and conditions of the Master Agreement
are as follows:
(i) All the approvals from the relevant authorities, the
creditors of the THB Group, the shareholders of THB and HLG and
the Vendors for the Proposed Restructuring Scheme, the details
of which are set out in Section 12 hereunder, should be obtained
within 6 months from the date of the Master Agreement or such
extension of time as the parties may mutually agree in writing;
and
(ii) On completion of the Proposed Acquisitions, Proposed Debt
Restructuring and the Proposed Share Exchange, the Company and
all of its subsidiaries are proposed to be wound up and any
assets remaining will be realized to facilitate the recovery of
the secured portion of the debts due and owing by the respective
subsidiaries to their secured creditors, including the holders
of Bonds A and Bonds B and distributed in accordance with the
laws and regulation of the Act and the Companies (Winding Up)
Rules, 1972.
RATIONALE OF THE PROPOSED RESTRUCTURING SCHEME
The THB Group has a negative shareholders' fund of RM296.95
million based on the latest unaudited results as at 30 June
2002. The THB Group had defaulted in servicing and repaying its
financial obligations to the bank lenders and creditors as the
Group's business as a whole cannot generate sufficient revenue
and cashflow to service and repay the total debts owing to the
bank lenders and creditors. The Group will also not be able to
generate sufficient future profits and cashflow to enable it to
meet its entire financial obligation in the ordinary course of
business or through the sale of the assets.
The Proposed Restructuring Scheme is aimed at reviving and
rebuilding the financial strength of the Company through the
injection of the profit generating assets via the Acquiree
Companies and thus provides the creditors and shareholders an
avenue to recover back part of their debts or investment.
The primary objectives of the Proposed Restructuring Scheme are
to rescue the Company from the likely event of being wound up
due to its inability to meet its financial obligations as and
when they fall due, to prevent the Company, from running the
risk of being de-listed from the KLSE pursuant to PN 4/2001 of
the KLSE Listing Requirements, as well as to revive and rebuild
the financial strength of the Company via HLG. The Company/HLG,
may upon the completion of the Proposed Restructuring Scheme, be
able to regain the confidence of its various stakeholders, hence
be in the position to compete competitively against the other
players in the industry.
RISK FACTORS
Change in business
Currently, there are barely any business activities undertaken
by THB and its subsidiary companies. However, upon the
completion of the Proposed Acquisitions, the enlarged group held
through HLG Group will be principally involved in the
transportation, logistic, shipping, freight forwarding and
provisioning of engineering, construction and procurement
sector, in particular, the chemical, oil and gas industry. This
new core business activities will exposed the HLG Group to risks
inherent in the transportation, logistic, shipping, freight
forwarding and the oil and gas industry which will include labor
costs, slow collection, availability of bank borrowings and its
ability to secure new customers or contracts.
Change in controls
Following the completion of the Proposed Restructuring Scheme,
the vendors will emerge as the controlling shareholders in HLG.
In this respect, the Vendors, as the new controlling
shareholders may introduce a new set of Directors who shall
effectively determine the future business direction of the HLG.
Thereafter, the Vendors will be able to influence the outcome of
the matters requiring the vote of the HLG shareholders, unless
it is required to abstain from the voting by law and/or the
relevant authorities.
Competition
The recent economic and financial upheavals have dampened the
market outlook and sentiments causing lower level of business
activities. The lower business activities have inevitably affect
the transportation, logistic, shipping, freight and forwarding
sectors as there will be less demand for these services. Due to
the challenging business environment and lower business
activities, many freight forwarders are competing fiercely in
terms of pricing in order to be able to capture the reduced
market share. This has put tremendous pressure on freight and
forwarding companies to either reduce their profit margins
and/or increase their customer base.
Despite the fierce competition in the transportation, logistic,
shipping, freight and forwarding industry, the HLG Group has
been able to overcome the above pressure as it has priced its
services reasonably and is able to secure new customers. This
can be substantiated by the upward trend in its financial
performance in the past few years as set out in Tables 2 and 3
below.
Political, economic and regulatory
Like all business entities, changes in political, economic and
regulatory conditions in Malaysia and elsewhere in the world
could materially affect the financial and business prospect of
the HLG Group. Amongst the political, economic and regulatory
uncertainties are the changes in the political leadership,
currency exchange rules, the price of the petrol which has a
direct impact on the pricing of the services provided by the HLG
Group and the changes in the accounting policies and taxation.
With the ongoing efforts of the government to promote the
utilization of domestic ports and shipping services, it is
expected that this move will indirectly encourage the
transportation, logistic, shipping, freight and forwarding
sectors of the country. To further encourage this industry, the
government had also given special tax incentives to qualifying
companies involved in the shipping industry, whereby a tax rate
of 5% is imposed for gross income derived from Malaysia for the
relevant period. This should augur well for the logistic
business in Malaysia.
Insurance coverage
As the HLG Group will primarily be involved in the
transportation, logistic, shipping, freight and forwarding
industry, its exposure to risks in relation to losses and
liabilities are rather high considering the fact that they
handle third parties goods, some of which may be very costly.
The liabilities include, inter-alia, loss in transit, theft and
mishandling. Any of these losses and liabilities may impact the
bottom line of the HLG Group if not adequately insured.
However, it is the policy of the HLG Group to ensure that
adequate insurance policies are in place to protect it from
possible huge losses arising from such situations. Up till
today, the HLG Group had never been materially affected by such
incidence.
Ability to secure contracts
The HLG Group will also be involved in the provision of
engineering, construction and procurement services, in
particular the chemical, oil and gas industry, vide ESEC.
Notwithstanding, the ability of ESEC to secure and undertake
contracts/projects from the chemical, oil and gas producers in
Malaysia, namely, Petronas Malaysia, Shell Malaysia, BP Malaysia
Sdn Bhd, Castrol (M) Sdn Bhd and Caltex Oil (M) Ltd, there is no
assurance that the HLG Group will continue to secure new
contracts or projects as this depends on the market condition
and the competition from the other players in the market place
at a particular point in time.
However, the ESEC group of companies has been able to maintain a
good business relationship with the established chemical, oil
and gas producers. Most of these clients are satisfied with the
quality of work performed by ESEC as evident by their continuing
support to ESEC.
PROSPECTS
As the Acquiree Companies are mostly involved in the
transportation, logistic, shipping, freight and forwarding
industry as well as the chemical, oil and gas industry, their
future prospects are very much linked to the overall general
economy of Malaysia, in particular, the import and export
activities in the country as well as the chemical, oil and gas
industry. Periods of high economic growth are usually
accompanied by correspondingly high growth in seaborne trade,
while a lack luster performance of the economy will likely
affect the shipping industry negatively.
Performance of the transportation, logistic, shipping, freight
and forwarding industry
The strong performance of the mobile phones and internet
services of the telecommunications industry and the rise in the
local port transshipment activities is expected to continue to
contribute to the expansion in the transport, storage and
communication sub-sector at 5.4% (2001: 7.5%). Further, port
development continued to focus on expanding capacity, upgrading
and increasing equipment and facilities as well as enhancing the
efficiency of making Malaysian ports and port-related activities
with the aim to making Malaysian ports regional trading and
shipping hubs.
A broad-based growth of 5.9% is expected in the services sector
for the year 2003 (2002: 5.3%) in tandem with the higher growth
for the economy and the strategic thrusts given to develop the
sector. In this respect, the electricity, gas and water as well
as the transportation, storage and communications sub-sectors
will expand in relation to higher output from the manufacturing
sector, while the wholesale and retail trade, hotels and
restaurants are expected to accelerate further.
(Economic Report 2002/2003)
Government initiated programs to enhance and expand the domestic
shipping and ports services sub-sector contributed to the
increase in cargo transshipment activities as well as the
handling capacity of cargo at local ports. With the continuous
flow of new investment and with improvement in services provided
by the port authorities nationwide, the activities of Malaysian
ports expanded further in 2001. Container throughputs at six
major ports recorded an increase of 43.5%.
(Bank Negara Annual Report 2001)
Export performance has generally picked up since March 2002,
after experiencing negative growth over the previous twelve
months on the back of an improving world economic and trade
environment. With the gradually increasing momentum of economic
recovery in US and Asia Pacific region during the second half of
the year, Malaysia's export earnings are expected to turn around
to record a strong growth of 4.5% (2001: -10.4%).
With improvements in business and consumer confidence, the gross
value of imports, including the cost, insurance and freight
during the first six months of 2002, turned around to increase
by 2.4% (January-June 2001: -2.5%). This trend is likely to
continue through the rest of the year with the growth estimated
at 6.4% for 2002 (2001: -9.9%), underpinned by a higher volume
as price increase marginally. The acceleration in imports is
mainly due to rise in imports of intermediate and consumption
goods, which expanded by 1% and 8.9%, respectively. (January-
June 2001: -4.2% and -1.4%), and accounts for 71.5% and 6.2% of
total imports.
(Economic Report 2002/2003)
The continuing encouragement from the government and the
expected improvement in the transport, storage and communication
sub-sector together with the projected increase in the export
and import activities will benefit the shipping, freight and
forwarding industry.
Performance of the chemical, oil and gas industry
The production of natural gas for the first 6 months contracted
by 8.8% to 756,000 million standard cubic feet (mmscf) compared
with 828,500 mmscf during the same period in 2001. However,
total production projected for the year is anticipated to
increase by 6.3% to 4,864 million standard cubic feet per day
(mmscfd) (2001: 4,577 mmscfd). This is primarily due to higher
consumption of natural gas, which is projected to increase by
16%.
Following the strengthening of the domestic economy, the demand
for energy is expected to continue to improve, thereby
stimulating output of natural gas and crude oil to increase by
16.7% and 1.8% respectively.
(Economic Report 2002/2003)
The HLG Group, vide ESEC will also be involved in providing
engineering services to the oil and gas industry and is
classified as a value added sector to the oil and gas industry.
In this respect, there is a potential revenue growth for the HLG
Group, in line with the anticipated growth in the oil natural
gas and crude oil sectors as more engineering works would be
required to cater for the increase in productivity.
CONDITIONALITY
The Proposed Acquisitions, Proposed Debt Restructuring, Proposed
Share Exchange and the Proposed Transfer Listing are inter-
conditional amongst each other.
APPROVALS REQUIRED
The Proposed Restructuring Scheme is subject to the following
approvals being obtained:
(i) The approval of the SC for the Proposed Restructuring Scheme
and the granting of an exemption by the SC to the Vendors from
the obligation of a mandatory general offer for the remaining
shares in HLG not already owned by the Vendors upon completion
of the Proposed Restructuring Scheme under the Malaysian Code on
Take-over and Mergers, 1998;
(ii) The approval of the FIC for the Proposed Acquisitions;
(iii) The approval of the MITI for the Proposed Offer for Sale &
Placement;
(iv) The approval of the Creditors for the Proposed Debt
Restructuring at a court convened meeting pursuant to Section
176 of the Act;
(v) The approval of the shareholders of THB for the Proposed
Restructuring Scheme, at a general meeting to be convened and at
a court convened meeting pursuant to Section 176 of the Act;
(vi) The sanction of the High Court of Malaya for the Proposed
Debt Restructuring and the Proposed Share Exchange;
(vii) The approval of the KLSE for the de-listing of the shares
of the Company and the listing of and quotation for the entire
enlarged issued and paid-up share capital of HLG upon completion
of the Proposed Acquisitions, Proposed Debt Restructuring,
Proposed Share Exchange and the Proposed Offer for Sale &
Placement on the Main Board of the KLSE; and
(viii) The approval of any other relevant authorities, if
required.
EFFECTS OF THE PROPOSED RESTRUCTURING SCHEME
Earnings
The Proposed Restructuring Scheme is not expected to materially
affect the earnings of THB for the financial year ended 30 June
2003 as it is expected to be completed only in the second half
of 2003.
However, the Proposed Restructuring Scheme is expected to
contribute positively to the earnings of the HLG Group in the
financial year ending 30 June 2004 due to the earnings
contribution from the Acquiree Companies.
APPLICATION TO THE SC AND COMPLETION
Application to the SC for the approval of the Proposed
Restructuring Scheme shall be made within two months from the
date of this announcement.
The completion of the implementation of the Proposed
Restructuring Scheme is expected to require 8 months from the
date of this announcement.
DEPARTURE FROM THE SC GUIDELINES
The terms of the Proposed Restructuring Scheme comply with the
requirements of the SC's Policies and Guidelines on Issue/Offer
of Securities and the SC's Guidelines on Offerings of Private
Debt Securities.
INTERESTS OF DIRECTORS AND SUBSTANTIAL SHAREHOLDERS AND PERSONS
CONNECTED WITH THEM
None of the Directors and/or substantial shareholders of THB
and/or person connected to them have any interest, direct or
indirect, in the Proposed Restructuring Scheme.
STATEMENT OF DIRECTORS
The Board of Directors of THB, having taken into consideration
all aspects of the Proposed Restructuring Scheme, is of the
opinion that the Proposed Restructuring Scheme is the best
interest of the THB Group.
ADVISER
THB has appointed PMBB as the adviser for the Proposed
Restructuring Scheme.
EXPLANATORY STATEMENT, CIRCULAR TO SHAREHOLDERS AND NOTICES OF
EXTRAORDINARY GENERAL MEETING (EGM) AND COURT CONVENED MEETING
An explanatory statement and circular to shareholders setting
out the details of the Proposed Restructuring Scheme together
with the notices of EGM and the court convened meeting will be
despatched to the shareholders of THB in due course.
DOCUMENT FOR INSPECTION
The following documents are available for inspection at the
registered office of THB at 10th Floor, Tower Block, Kompleks
Antarabangsa, Jalan Sultan Ismail, 50250 Kuala Lumpur during the
normal office hours from Monday to Friday (except public
holidays) for a period of 14 days commencing from the date of
this announcement:
(i) The Share Sale Agreements dated 30 September 2002 for the
Proposed Acquisitions; and
(ii) The Master Agreement dated 30 September 2002 for the
Proposed Restructuring Scheme.
TONGKAH HOLDINGS: Lower on Planned Capital Reduction
----------------------------------------------------
Tongkah Holdings Bhd was traded 0.03 ringgit lower at 0.25
ringgit on volume of 100,000 shares following reports it is
planning a capital reduction under its proposed capital
restructuring scheme.
Tongkah said it is planning a restructuring that will see the
company being taken over by Harbour-Link Group Bhd, a shipping
services company.
"That is the same as a capital reduction and investors do not
like capital reductions," one dealer said.
The restructuring exercise involves a share swap, the
acquisition of three profit-making companies and the settlement
of debts owed.
WEMBLEY INDUSTRIES: Alliance Seeks Further Time Extension
---------------------------------------------------------
Alliance Merchant Bank Berhad, on behalf of Wembley Industries
Holdings Berhad (WIHB), said that Alliance had on 26 September
2002 applied to the Kuala Lumpur Stock Exchange (KLSE) for a
further extension of time to make a submission to the relevant
authorities in respect of the Proposals from 30 September 2002
to 14 October 2002.
The application to the relevant authorities is in the final
stage of preparation and will be submitted in the near future.
TCR-AP said that the Exchange in August approved the Company's
application dated 31 July 2002 to extend the time from 1 August
2002 to 30 September 2002 to enable the Company to submit the
Proposed Debt Restructuring, the Proposed Capital Reduction and
Consolidation, the Proposed Rights Issue, and Proposed Increase
in Authorized Share Capital to the relevant authorities.
=====================
P H I L I P P I N E S
=====================
FIRST E-BANK: Asia United, BoC Seek New Acquisitions
----------------------------------------------------
After losing in the bidding for First E-Bank, a unit of Metro
Pacific Corp, Asia United Bank (AUB) and Bank of Commerce (Boc)
are still looking for possible acquisitions in the local banking
industry, the Business World said citing officials of the banks.
An unidentified Bank of Commerce official was quoted as saying
the bank will be pursuing talks with two other banks. The
official did not identify the two banks.
Emmanuel Benitez, a consultant at AUB's institutional banking
group, was quoted as saying that AUB was also in talks with
other banks, which were not identified. (M&A REPORTER-ASIA
PACIFIC, Vol. No.1, Issue No. 194, October 01, 2002)
PHILIPPINE LONG: Clarifies Issuance Report of STCP's
----------------------------------------------------
Philippine Long Distance and Telephone Co. (PLDT) responded to
the news article entitled "PLDT to issue STCP's to pay debts"
published in the September 30, 2002 issue of the Philippine
Star.
The article reported "Telecommunications giant Philippine Long
Distance Telephone Co. (PLDT) will issue short-term commercial
papers in November this year to pay off maturing obligations.
PLDT, in its letter to the Philippine Stock Exchange dated
September 30, 2002, stated that:
Philippine Long Distance Telephone Company is reviewing the
prospect of issuing Philippine SEC-registered short-term
commercial papers (STCP's), subject to the procurement by the
Company of the requisite approvals and the financial market
conditions at the relevant time. A prospective pesos STCP issue
will help PLDT diversify its funding source and allow PLDT to
tap/access pesos financing from the domestic capital markets.
The Company advised that the proceeds of any such issue of
STCP's will be used to finance the Company's working capital
requirements and not to pay off maturing obligations as reported
in the article.
PLDT is presently in discussions with Citicorp Capital
Philippines, Inc. regarding the terms under which they will
assist the Company in structuring and arranging a proposed issue
of STCP's.
PLDT remains committed towards its objective to reduce its level
of overall indebtedness.
The press release is located at
http://bankrupt.com/misc/tcrap_pldt1001.pdf
PHILIPPINE LONG: Gokongwei Seeks Exclusivity Clause
---------------------------------------------------
The Gokongwei group has sought to extend the exclusivity clause
in its negotiations with First Pacific Co Ltd to take control of
Philippine Long Distance Telephone Co (PLDT), the Philippine
Daily Inquirer reported.
In the runup to the expiry, other competing bids for First
Pacific's controlling interest in PLDT and Bonifacio Land Co
have been organized, the report said.
Previous reports have said the group of PLDT President and chief
executive officer Manuel Pangilinan and chairman Antonio
Cojuangco will seek to submit a counter-offer.
The Inquirer said First Pacific is particularly open to selling
its PLDT stakes to groups not involved in the telecom business.
PLDT management had objected to a Gokongwei due diligence
exercise because the latter controlled a competing telecom
business, Digitel. (M&A REPORTER-ASIA PACIFIC, Vol. No.1, Issue
No. 194, October 01, 2002)
UNITRUST DEVELOPMENT: Citystate Responds to Rehab Bid Report
------------------------------------------------------------
Citystate Savings Bank, Inc. responded to the news article
entitled "Unitrust group tells Citystate to defer rehab bid:
published in the October 1, 2002 issue of the BusinessWorld.
The article reported that "Local shareholders of Unitrust
Development Bank are asking publicly listed Citystate Savings
Bank to defer its bid to take over the closed bank, or else risk
being is contempt.
Further to circular for borkers no. 2528-2002 dated September
25, 2002, Citystate Savings Bank, Inc. (CSB), in its letter to
the Philippine Stock Exchange dated October 1, 2002, clarified
that:
Citystate Savings Bank, Inc. has not received any formal advice
from the local shareholders of Unitrust Development Bank (UDB)
to defer the Citystate's bid to take over the said bank except
for this article in the Business World.
However, on September 25, 2002, the Philippine Deposit Insurance
Corporation (PDIC) informed the Company that the Board of
Directors has decided to give Citystate until October 15, 2002
as final deadline to submit duly authenticated documents
embodying the required consent of stockholders representing at
least 67 percent of the ownership of UDB.
For a copy of the press release, go to
http://bankrupt.com/misc/TCRAP_Unitrustdevelopment1001.pdf
=================
S I N G A P O R E
=================
CHARTERED SEMICON: CEO Meets With Analysts in Singapore
-------------------------------------------------------
Chartered Semiconductor and Manufacturing Ltd's President and
CEO Chia Song Hwee will face a group of financial analysts on
October 1, 2002 to review materials from the Company's rights
offering prospectus dated September 14, 2002 and to discuss the
rights offering process.
On Monday, 2 September 2002, Chartered announced that it intends
to raise approximately US$634 million through the issue of
approximately 1,110 million new ordinary shares at a price of
S$1.00 per ordinary share (indicative price of US$5.71 per ADS).
The issue is in the form of a rights offering, which means that
existing shareholders and ADS holders will be offered rights to
subscribe for new ordinary shares or ADSs in proportion to their
holdings in Chartered. These rights are being offered on the
basis of 8 new ordinary shares per 10 existing ordinary shares
(or as applicable, 8 new ADSs per 10 existing ADSs) held at the
close of trading on 18 September 2002 (17 September, 2002 in the
case of ADSs).
The Singapore Technologies Group, or ST, which currently holds a
60.5 percent stake in Chartered has agreed to subscribe for its
pro rata entitlement of this offering up to approximately US$384
million. Merrill Lynch, as underwriter, has agreed to take-up
ordinary shares that remain unsubscribed up to approximately
US$250 million.
THE KEY POINTS DISCUSSED ON SEPTEMBER 30, 2002:
RATIONALE FOR RAISING CAPITAL
The Company believe that their sector has strong long-term
growth potential supported by three major trends: overall
semiconductor industry growth driven by the pervasive use of
integrated circuits, increased outsourcing from IDMs (Integrated
Device Manufacturers) and the increasing importance and
prevalence of high-growth fabless semiconductor companies.
Our goal in this offering is to position for this growth by
providing for Chartered's ongoing investment needs while
maintaining our strong existing financial position. The net
proceeds of this offering will help us strengthen Chartered's
balance sheet and improve our debt-to-equity level.
More importantly, the additional liquidity from this offering
will give Chartered the flexibility to respond quickly to market
growth opportunities and further strengthen our business.
As of 30 June 2002, our gross debt-to-equity ratio was 0.8 and,
although our cash balance was approximately US$831 million, we
were in a net debt position. On a pro forma basis, as of 30
June 2002, the proceeds from this offering would lower our debt-
to-equity position to 0.6 and place us in a positive net cash
position. We believe that this prudent approach to capital
management is in the interest of all our shareholders.
As semiconductor market conditions improve, raising additional
capital at this time will also give us the flexibility to
accelerate investment and enhance our competitive position in
the future.
A substantial portion of our future investment is expected to be
in Fab 7, an advanced 300mm facility capable of all-copper
technology at 0.13-micron and beyond. 300mm wafers are expected
to lower the cost per die (approximately 2.25 times more die can
be obtained on a 300mm wafer compared to a 200mm wafer) and
support a more cost-effective implementation of system-on chip
solutions using larger chip sizes. This is expected to result in
lower semiconductor manufacturing costs for our customers. In
addition, at the 90-nanometer technology node (the next
prominent technology node after 0.13-micron), the semiconductor
industry is expected to transition from manufacturing on 200mm
wafers to 300mm wafers.
For these reasons, we believe that 300mm capability is a key
differentiator of a top-tier foundry and are positioning
ourselves accordingly.
WHY A RIGHTS OFFERING?
To provide for our ongoing investment needs while maintaining
our strong existing financial position, we assessed a number of
potential options for raising capital and decided that a rights
offering would be the most appropriate. Rights offerings
typically offer the highest probability of success in a volatile
capital market environment such as the one we are currently
facing. This offering also prevents dilution to our existing
shareholders who subscribe and provides us with the highest
certainty of proceeds. The certainty of proceeds is increased in
our case due to the commitment from ST to subscribe for its pro
rata portion of the offering.
FINANCIAL OUTLOOK
As part of the prospectus supplement filed on 14 September 2002,
we provided the following guidance for the third quarter of 2002
and comments on fourth quarter results. We have not provided any
further update regarding third or fourth quarter outlook.
Third Quarter 2002
Revenues: approximately flat to up 5 percent sequentially (up
approximately 5 percent to 10 percent sequentially including our
share of SMP revenues). Previous guidance was revenues up
approximately 5 percent
sequentially (up approximately 10 percent, including our share
of SMP revenues). This revised guidance equates to up
approximately 60 percent to 70 percent from the same quarter
last year. SMP is a minority-owned joint venture Company and
therefore, under our U.S. GAAP reporting, SMP's revenues are not
consolidated.
Average selling prices: up approximately 5 percent sequentially,
compared to previous guidance of "up a few percentage points"
sequentially.
Fab utilization: approximately 40 percent, compared to previous
guidance of "low 40s".
Net loss: approximately US$87 million to US$90 million,
unchanged from previous guidance.
Loss per ADS: approximately US$0.63 to US$0.65, unchanged from
previous guidance.
Fourth Quarter 2002
In April 2002, we set a target to double revenues, including our
share of SMP revenues, from the first quarter to the fourth
quarter of this year (SMP is a minority-owned joint venture
Company and therefore, under our U.S. GAAP reporting, SMP's
revenues are not consolidated). To achieve this
target, revenues would need to grow approximately 20 percent
sequentially in the fourth quarter.
Based on reduced demand projections received from a number of
our customers since our mid quarter update on 2 September 2002,
and based on commentary published in September regarding
weakening end user markets, on 14 September 2002 we stated in
the prospectus that we believed the fourth quarter target set in
April 2002 was no longer achievable. As is our normal practice,
we will provide formal guidance for the fourth quarter at the
time of our third quarter earnings release in October 2002.
RIGHTS OFFERING PROSPECTUS
The Company has issued a prospectus dated 14 September 2002
(Prospectus) in connection with the rights offering (Rights
Offering). The Prospectus is available for collection during
normal business hours in Singapore at the offices of the Share
Registrar of the Company:
M&C Services Private Limited
138 Robinson Road #17-00
The Corporate Office
Singapore 068906.
Any person who wishes to acquire any rights to subscribe for any
new ordinary shares or new ADSs or any such new ordinary shares
or new ADSs pursuant to the Rights Offering will need to make an
application in the manner set out in the Prospectus.
CHARTERED SEMICON: Zacks Issues Sell Recommendations on Stocks
--------------------------------------------------------------
Zacks.com has issued sell recommendation for the stocks of
Chartered Semiconductor Manufacturing Ltd. (CHRT).
Chartered Semiconductor Manufacturing Ltd. recorded a more than
14 percent earnings surprise in its second quarter report, as
some demand appeared to strengthen for the contract manufacturer
of microchips.
However, CHRT recently warned that it would miss its fourth
quarter revenue targets, which sent the Company's share price
down and put more pressure on its earnings estimates.
Predictions for this year have eroded by only two cents over the
past three months, but next year's estimates have pulled back by
as much as 42 cents.
CHRT is the third-largest Company in its industry and should be
able to recover nicely once the long-awaited technology rebound
comes through.
The problem is that the timing of that recovery is anybody's
guess right now, so investors may want to hold off for a while
and look for better opportunities.
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foregoing securities for the clients of such affiliates.
Despite speculation by analysts on a possible takeover or
delisting, the government's plans for loss-making Chartered
Semiconductor Manufacturing and the likelihood of it being sold
into foreign hands is unclear, the Star reports.
The chipmaker wants to strengthen its balance sheet and cut debt
but also must spend heavily on technology to match rivals Taiwan
Semiconductor Manufacturing Co and United Microelectronics
Corporation.
COMPACT METAL: Enters Partnership With Chip Eng Seng
----------------------------------------------------
The Board of Directors of Chip Eng Seng Corporation Ltd (CESC)
announced that it has entered into a conditional agreement to
subscribe for an aggregate of 210,000,000 shares in Compact
Metal Industries Limited (Shares) comprising of:
(a) the Rights Shares pursuant to a proposed renunciation of the
rights entitlement of between a minimum of 195,000,000 Rights
Shares and a maximum of 210,000,000 Rights Shares (Renounced
Rights Shares) (Renounced Rights Entitlement) of the Controlling
Shareholders and
(b) in the event that there is a shortfall from the maximum of
210,000,000 Rights Shares under the Renounced Rights
Entitlement, such number of new Shares as shall be equal to the
shortfall (collectively, the CES Subscription Shares) at the
Rights Issue Price (Subscription).
APPROVALS REQUIRED BY CESC
As the Subscription constitutes a major transaction by CESC
under the Listing Manual of the Singapore Exchange Securities
Trading Limited (SGX-ST), the Subscription is subject to the
approval of the shareholders of CESC at an extraordinary general
meeting to be convened.
The Subscription is also subject to:
(a) a ruling being obtained from the Securities Industry Council
(SIC) that CESC is not regarded as acting in concert with the
Controlling Shareholders, the creditor banks of Compact and its
subsidiaries and certain of Compact's trade creditors under the
Singapore Code on Take-overs and Mergers and that CESC is not
obliged to make a general offer pursuant to the Code arising
from the transaction contemplated in the Conditional
Subscription Agreement (SIC Ruling); or
(b) a waiver being obtained from the SIC and the shareholders of
Compact in respect of obligations of CESC to make a general
offer under the Code (Whitewash Waiver).
CONDITIONS PRECEDENT
Completion of the Subscription is conditional upon the
following:
(a) the execution of definitive documentation in connection with
the financial restructuring of the Compact Group on terms
reasonably acceptable to CESC and Compact;
(b) the execution of definitive security documentation in
connection with the Cash Loan (as defined below) on terms
reasonably acceptable to CESC and Compact;
(c) a capital reduction exercise by Compact to reduce the par
value of each ordinary share in its capital from $0.10 to $0.05,
or such other par value as Compact and CESC may determine,
taking effect;
(d) the Creditor Banks agreeing to underwrite the Rights Shares
(other than the Renounced Rights Shares) at the Rights Issue
Price, or alternatively, to subscribe or procure the
subscription of such number of new Shares as equal to the number
of Rights Shares (other than the Renounced Rights Shares) not
subscribed by the shareholders of Compact (Creditor Banks
Shares), up to the amount of approximately S$15,868,200 or such
other amount as may be agreed in writing amongst CESC, Compact
and the creditor Banks at the Rights Issue Price, and on such
other terms reasonably acceptable to CESC and Compact;
(e) the approval in-principle of the SGX-ST being obtained for
the Rights Issue and the listing and quotation of the Rights
Shares;
(f) the approval of Compact's shareholders in general meeting of
the Capital Reduction, the Debt Restructuring, the Rights Issue,
the Whitewash Waiver (if necessary) and the issue of new Shares;
(g) the approval of CESC's shareholders in a general meeting of
the Subscription;
(h) the approval of the Creditor Banks to, inter alia, the
Capital Reduction, the Rights Issue, the Subscription and the
Debt Restructuring, on terms reasonably acceptable to CESC and
Compact;
(i) the SIC Ruling or the Whitewash Waiver having been obtained
and if such ruling or waiver (as the case may be) is granted
subject to any conditions, such conditions being acceptable to
CESC, the Controlling Shareholders and Compact;
(j) the Controlling Shareholders having obtained the approval of
any chargees in respect of their Shares to the renunciation of
the Renounced Rights Entitlement in favor of CESC;
(k) save as disclosed in the announcement by Compact on its
financial statements for the 6-month period ended 30 June 2002,
and as contemplated pursuant to the Debt Restructuring, the
Capital Reduction and the Rights Issue, there being no material
adverse change in the business, operations, assets or financial
condition of the Group since the date of signing of the
Conditional Subscription Agreement;
(l) there being no petition presented or application made for
the winding up, liquidation, receivership or judicial management
of Compact;
(m) there being no petition presented for the bankruptcy of the
Controlling Shareholders or composition by the Controlling
Shareholders with their creditors; and
(n) the Controlling Shareholders collectively being the legal
and beneficial owner of 78,000,000 Shares on completion of the
Subscription.
In the event that the above conditions are not fulfilled by the
date falling six months from 30 September 2002 or such other
date as CESC, Compact and the Controlling Shareholders may agree
(the Cut-Off Date), the Conditional Subscription Agreement in
respect of the Subscription shall terminate and have no further
effect, and neither party shall have any claim against the
others for damages, costs, compensation or otherwise.
CASH LOAN
In connection with the Subscription, CESC will be extending a
cash loan of $5 million (Cash Loan) to Compact for its working
capital purposes which amount shall be secured by, inter alia, a
mortgage over Compact's property at 120 Pioneer Road, Singapore
639597 (Tuas Property) in favor of CESC.
On completion of the Subscription, the Cash Loan shall be set-
off against partial payment of the issue price of the
Subscription and the security over the Tuas Property shall be
accordingly discharged. However, should the above conditions not
be fulfilled by the Cut-Off Date or if the Conditional
Subscription Agreement is terminated for whatever reason,
Compact shall repay the Cash Loan, together with the interest
accrued thereon, immediately upon receipt of a written demand
from CESC.
APPOINTMENT OF DIRECTORS ON THE BOARD OF COMPACT
Pursuant to the Conditional Subscription Agreement, CESC shall
be entitled to nominate one person as additional director of
Compact and to have another person attend board meetings of
Compact as an observer following the draw down of the Cash Loan.
Upon completion of the Subscription, CESC shall be entitled to
nominate, in aggregate, three persons as additional directors of
Compact (including the one person appointed in relation to the
Cash Loan).
TERMINATION
CESC shall be entitled to terminate the Conditional Subscription
Agreement if any of the events set out in paragraphs (a) to (c)
below shall occur. The said events are:
(a) if the Creditor Banks do not give written in-principle
approval to underwrite the Rights Shares (other than the
Renounced Rights Shares) at the Rights Issue Price or
alternatively, to subscribe or procure the subscription of the
Creditor Banks Shares at the Rights Issue Price and on such
other terms reasonably acceptable to CESC and Compact within
sixty (60) days from the date of the Conditional Subscription
Agreement or such longer period as the parties may agree; or
(b) if the definitive agreement(s) relating to the matters
referred to in sub-paragraph (a) above, after having been
entered into by the Creditor Banks, is terminated or rescinded
for whatever reasons; or
(c) if Compact shall go into liquidation whether compulsory or
voluntary (except for the purposes of a bona fide reconstruction
or amalgamation) or if a petition shall be presented or an order
made for the appointment of an administrator in relation to
Compact or if a receiver, administrative receiver, judicial
manager or manager shall be appointed over any part of the
assets or undertaking of Compact or if any event analogous to
any of the foregoing shall occur in any jurisdiction.
For more information, go to
http://bankrupt.com/misc/tcrap_compactmetal1001.pdf
COMPACT METAL: Undergoes Restructuring Exercise
-----------------------------------------------
The Board of Directors of Compact Metal Industries Ltd announced
that the Company and its subsidiaries proposed to undertake a
restructuring exercise, which is contemplated to involve, inter
alia:
(a) a proposed capital reduction of the par value of each
ordinary share in the capital of the Company (each a Share),
both issued and un issued, from $0.10 to $0.05, or such other
par value as the Directors and Chip Eng Seng Corporation Ltd
(the Investor) may determine, subject to the approval of the
shareholders of the Company (the Shareholders) and the approval
of the High Court of Singapore (the Capital Reduction);
(b) a proposed renounceable rights issue of new Shares in the
capital of the Company (the Rights Shares) at an issue price of
$0.055 per Rights Share, on the basis of 5 Rights Shares for
every 2 existing Shares in the capital of the Company held by
the Shareholders as at a date and time (the Books Closure Date)
to be determined by the Directors (the Rights Issue);
(c) the proposed renunciation of the rights entitlement of
between a minimum of 195 million Rights Shares and a maximum of
210 million Right Shares (the Renounced Rights Entitlement) in
favour of the Investor by the controlling shareholders of the
Company (the Renunciation) comprising:
(i) Shining Holdings Pte Ltd;
(ii) Tan Chin Eng;
(iii) Tan Kay Kiang;
(iv) Tan Kay Tho;
(v) Tan Kay Sing; and
(vi) Tan Hua Joo
(collectively the Controlling Shareholders);
(d) the proposed subscription by the Investor of an aggregate of
210 million Shares comprising (i) the Rights Shares pursuant to
the Renounced Rights Entitlement and (ii) in the event that
there is a shortfall from the maximum of 210 million Rights
Shares under the Renounced Rights Entitlement, such number of
new Shares as shall be equal to the shortfall (collectively the
CES Subscription Shares), at the price of $0.055 per Share (the
CES Subscription);
(e) a proposed debt restructuring (the Debt Restructuring) with
the creditor banks of the Group within Singapore comprising:
(i) The Development Bank of Singapore Ltd (DBS);
(ii) United Overseas Bank Limited (UOB);
(iii) Oversea-Chinese Banking Corporation Ltd (OCBC);
(iv) Citibank N.A.;
(v) BNP Paribas;
(vi) Southern Bank Berhad; and
(vii) Malayan Banking Berhad (Maybank)
(collectively the Creditor Banks); and
(f) (as part of the Debt Restructuring) either (i) the proposed
underwriting of the Rights Issue (other than the Renounced
Rights Entitlement) up to an aggregate amount of approximately
$15.87 million; or (ii) the proposed subscription by the
Creditors Banks of such number of new Shares as shall be
equivalent to the number of Rights Shares which are not
subscribed by the Shareholders (other than in respect of the
Renounced Rights Entitlement of the Controlling Shareholders),
at the subscription price of $0.055 per Share, up to an
aggregate amount of approximately $15.87 million (or 288.51
million new Shares (the Creditor Banks' Shares)), through the
conversion of part of the existing debts owing by the Group
(other than the Company's foreign subsidiaries) to the Creditor
Banks amounting to approximately $15.87 million (in either case,
the Creditor Banks' Subscription).
COMPACT METAL: Unveils Rights Issue
-----------------------------------
The rights issue of Compact Metal Industries Ltd will be
conditional upon and subsequent to the Capital Reduction taking
effect.
The Rights Issue will be offered to Shareholders on the basis of
5 Rights Share for every 2 existing Shares in the capital of the
Company held on the Books Closure Date at an issue price of
$0.055 for each Rights Share payable in full upon acceptance
and/or application, fractional entitlements to be disregarded.
Fractional entitlements to any Rights Share will be disregarded
and will be aggregated and allocated to satisfy excess
applications (if any) or disposed of in such manner as the
Directors in their absolute discretion deem fit.
The Rights Shares when issued, shall rank pari passu in all
respects with the then existing issued Shares for any dividends,
rights, allotments or other distributions, the record date of
which falls on or after the date of issue of the Rights Shares.
The issue price of each Rights Share of $0.055 represents a
discount of approximately 31.25 percent to the closing price of
$ 0.08 for each Share traded on the Official List of the SGX-ST
on 27 September 2002, being the trading date immediately
preceding this Announcement.
Based on the existing issued and paid-up capital of the Company
of 221,223,260 Shares, 553,058,150 Rights Shares will be issued
pursuant to the Rights Issue. However, depending on the number
of new Shares which may be issued on or prior to the Books
Closure Date pursuant to the exercise of 936,000 vested share
options (the Share Options) granted under the Compact Metal
Industries' Employee Share Option Scheme (the "Scheme") and the
outstanding 59,440,878 warrants (the "Warrants") issued by the
Company to subscribe for an aggregate of 59,440,878 Shares, up
to 150,942,195 additional Rights Shares may be issued. The
exercise prices of the Share Options range from $0.20 to $0.38
per Share, and the exercise price of the Warrants is $0.25 per
Share. The expiry dates of the Share Options range from October
2002 to October 2005, and the expiry date of the Warrants is 25
October 2002.
Manager
The Company has appointed Phillip Securities Pte Ltd to manage
the Rights Issue.
CES Subscription
Pursuant to the CES Subscription, which is conditional on the
fulfillment of stipulated conditions precedent, the Investor has
agreed to subscribe for the 210 million CES Subscription Shares.
Please refer to Section IV below for further information on the
CES Subscription.
Creditor Banks' Subscription
Subject to the Creditor Banks' approval and acceptance of the
terms of the proposed Restructuring Exercise and Debt
Restructuring, the Company proposes that the Creditors Banks
undertake to either (i) underwrite the Rights Issue (other than
the Renounced Rights Entitlement) up to an aggregate amount of
approximately $15.87 million; or (ii) subscribe for the Creditor
Banks' Shares (which is up to such number of new Shares as shall
be equivalent to the number of Rights Shares which are not
subscribed by the Shareholders (other than in respect of the
Renounced Rights Entitlement of the Controlling Shareholders))
at the subscription price of $0.055 per Share, up to an
aggregate amount of approximately $15.87 million, through the
conversion of part of the existing debts owing by the Group to
the Creditor Banks amounting to approximately $15.87 million.
Please refer to Sections I(f) and V below for further
information on the Creditor Banks' Subscription and Debt
Restructuring.
Trade Creditors' Subscription
It is proposed that the Company will undertake, in the event
that any of the Rights Shares are not subscribed by the
Shareholders (other than pursuant to the CES Subscription for
the Renounced Rights Entitlements), to procure the trade
creditors of the Group (the Trade Creditors) to subscribe for up
to 54,545,454 new Shares (the Trade Creditors' Shares) at a
subscription price of $0.055 per Share, through the partial
conversion of their trade debts owing by the Company amounting
to a maximum of $3 million (the Trade Creditors' Subscription).
Underwriting
Unless the Company's proposal to the Creditor Banks to
underwrite the Rights Issue (other than the Renounced Rights
Entitlement) of up to an aggregate amount of approximately
$15.87 million as stated in paragraph 8 above is accepted, the
Rights Issue will not be underwritten.
Use of Proceeds
Assuming that none of the outstanding Share Options and Warrants
is exercised before the Books Closure Date, the Rights Issue
will raise net cash proceeds (after deducting expenses of
approximately $0.4 million) of approximately between $11.2
million and $30.0 million. For the avoidance of doubt, such cash
proceeds are calculated based on full subscription of the
Renounced Rights Entitlement of 210 million Rights Shares, and
do not take into account the Creditor Banks' Subscription and
the Trade Creditors' Subscription. The Company intends to
utilise the net proceeds as follows:
(a) $6 million will be used for general working capital; and
(b) the balance will be used to repay the Creditor Banks in
respect of the Outstanding Debt (as defined below) on a pro-rata
basis.
Pending the deployment of the net proceeds as aforesaid, the net
proceeds of the Rights Issue may be deposited with financial
institutions and/or used for investment in short-term money
markets and/or debt instruments, as the Directors may deem fit.
Eligibility to Participate
The Rights Shares will not be offered to Shareholders with
registered addresses outside Singapore and who have not, prior
to the Books Closure Date, provided to The Central Depository
(Pte) Limited or the Company, as the case may be, with addresses
in Singapore for the service of notices and documents (Foreign
Shareholders). The entitlements of Foreign Shareholders will, if
practicable, be sold "nil-paid" on the SGX-ST. Any entitlements
of Rights Shares not taken up for any reason will be aggregated
and allocated to satisfy excess applications or disposed of in
such manner as the Directors may, in their absolute discretion,
deem fit.
Approvals
The Rights Issue is subject to, inter alia:
(a) the Capital Reduction taking effect;
(b) the approval of the Shareholders at the EGM;
(c) the approval of the SGX-ST for the listing of and quotation
for the Rights Shares on the Official List of the SGX-ST; and
(d) the approval of the Creditor Banks to the Restructuring
Exercise.
Application will be made to the SGX-ST for permission to deal in
and for listing of and quotation for the Rights Shares on the
Official List of the SGX-ST.
COSMIC INSURANCE: S&P Highlights Risks to Regional Policyholders
----------------------------------------------------------------
Standard & Poor's Ratings Services said Monday that the problems
besetting Singapore-based Cosmic Insurance Corporation Ltd.
(rated 'R'), now under close regulatory supervision, highlighted
that policyholders and other counter parties need to be aware of
the financial strength of the insurance companies in Asia that
they deal with.
Quite rightly, insurance industry regulators are not keen to act
as implicit guarantors for the industry to avoid encouraging
moral hazard. Moral hazard refers to the risk that an insurer
will underwrite or take on unnecessary risks in the expectation
that the government will rescue the Company.
"In such a dynamic environment, policyholders need to become a
little more sophisticated in selecting their insurers", said
Terry Chan, Director, Financial Services Ratings. Selection
criteria should include expectations of the insurer remaining
operational to meet their liability obligations.
"While policyholders might not necessarily lose out in terms of
claim amounts, because of the likely intervention by regulators,
the timeliness of claim payments might be affected," said Nancy
Koh, Associate Director, Financial Services Ratings.
A risk of delay in payouts arises because of the likelihood of
disruption in the troubled insurer's operations. Policyholders
in some sophisticated, developed markets, such as U.S., Japan
and Australia have indeed lost money, when insurers were unable
to pay out fully on insurance claims.
Standard & Poor's said the troubles besetting Cosmic Insurance,
which was recently instructed by the insurance regulator not to
underwrite new business, is not reflective of the wider health
of the general insurance sector in Singapore.
EXCEL MACHINE: Status Update on Talk With Banks
-----------------------------------------------
Excel Machine Tools Limited refers to its announcement on 29
March 2002, and in subsequent announcements made on 3 April
2002, 8 May 2002, 31 May 2002, 28 June 2002, 31 July 2002 and 30
August 2002, the Company has stated that the Group is in
discussions with its bankers for their continued support,
including inter-alia, restructuring the repayment of the short-
term banking borrowings.
The discussions between the management and the Group's bankers
are still on going.
The Company has appointed Credit Lyonnais (Singapore) Merchant
Bankers Limited to restructure the Group's banking facilities. A
proposal for the restructuring will be presented to the bankers
for their consideration in late October 2002.
The Company shall make the appropriate announcements upon the
conclusion of the discussions with the bankers and when terms
have been agreed upon between the Group and its bankers.
INTRACO LIMITED: Announces Liquidation of Subsidiary
----------------------------------------------------
Intraco Limited disclosed that a petition dated September 17,
2002 of Intra-Motors (S) Pte Ltd (for which Yin Kum Choy of K C
Yin & Co was appointed as Receiver and Manager) (in liquidation)
had been presented to the High Court of Singapore on 17
September 2002 for the liquidation of Prime Motors.
The petition has been scheduled for hearing by the High Court on
11 October 2002.
The liquidation of Prime Motors will not have any material
effect on the net tangible assets and earnings per share of the
Intraco group.
IRE CORPORATION: Narrows Loss to S$2.6M
---------------------------------------
IRE Corporation posted a 3.4 percent drop in interim net loss to
S$2.6 million, Channel News Asia reports.
That is because its Singapore and Hong Kong operations are
unlikely to improve, in view of the construction slowdown.
The Company is making greater efforts in China, where the
business climate is brighter.
The Company does not expect to be profitable in 2002.
MEDIASTREAM LIMITED: Narrows Net Loss to S$1.284M
-------------------------------------------------
Mediastream Limited posted a net loss of S$1.284 million in the
first half of the fiscal year, versus a loss of S$1.619 million
a year ago, despite a fall in sales as it lowered advertising
and overhead costs, AFX Asia reports.
The Company expects the current year to be difficult and
challenging as consumer demand for its audio and video
facilities have been affected by the poor economic conditions.
WEE POH: Review of Financial Performance, Restructuring Update
--------------------------------------------------------------
During the financial year ending in June 2002, Wee Poh Holdings
Limited recorded a turnover of S$61.3 million, a decrease of 41
percent when compared to last year's turnover of S$104 million.
Fewer tenders available and a highly competitive bidding
environment, coupled with the sluggish economic conditions in
Singapore, primarily caused the reduced turnover.
The Group recorded a net loss, after tax and minority interests,
of S$17.6 million in the financial year ended 30th June 2002, of
which S$10.3 million is attributable to actual cost exceeding
internal projections in the Group's major projects. In addition,
provision was made for doubtful debts as well as bad debts being
written-off amounting to S$6.6 million. Finally, the Group
suffered a loss of S$1.4 million arising from the disposal of
fixed assets.
W&P Piling Pte Ltd (WPP), one of the subsidiaries of the Group,
is currently undergoing a restructuring of its debts under a
Scheme of Arrangement with its creditors. WPP has been unable to
tender successfully for any new piling works since the
commencement of the Scheme as this has affected the public's
confidence in the subsidiary. In the previous year, WPP's
turnover accounted for about 41 percent of the Group's turnover.
As a result of the Scheme of Arrangement and the consequent
release of debts by participating creditors, there was an
exceptional gain amounting to S$8.8 million.
The Group's other main subsidiary, Wee Poh Construction Co. Pte
Ltd (WPC) also recorded a lower turnover of S$33.9 million, as
compared to last year's performance of S$51.2 million. As we had
explained previously, the same projects that were causing the
drag on the profit margin was still on going as at 30th June
2002. The same factors that had caused the losses continue to
dampen the profitability of WPC.
In the Company's half-year results, the Group expected to
continue making losses. This is due to the expectation of
continued difficult economic conditions of Singapore.
The construction industry has been registering negative growth
rates since 1999. Fewer tenders available in a highly
competitive bidding environment primarily cause the reduced
turnover of the Group. This has caused many small to medium-
sized companies to be displaced from the scene. Coupled with the
re-grading of the remaining companies by the Building and
Construction Authority of Singapore (BCA), the Management
anticipates that there will be less competition in the
forthcoming year. Hence, the Management expects that the Group
shall be presented with more opportunities than in the past few
years.
In view of the tight pricing competitive situation prevalent in
the Singapore construction industry, the Group will continue to
be very selective and meticulous in its tender participation.
Pursuant to this, the Management has set up a Tender Committee
to oversee the Group's tender process with the main objective of
ensuring better cost and profit margin projection. In addition,
as has been mentioned in the Group's previous announcements, the
Group has now firmly in place a cost tracking system to enable
the Group to monitor the co-relation between projected cost and
actual cost.
With these cost control measures and with close monitoring of
projected cost, the Group expects to be in a better position to
compete in a competitive market. With practically all the
anticipated provisions having been made, the Group is in a much
leaner shape and well poised to take advantage of any
opportunity, which may cross the path of the Group.
The Group, with the assistance of its Consultants, has been and
is actively seeking new investors who are able to not only
provide additional funding, but who also present the possibility
of a strategic partnership. As the Management foresees the need
to open up new markets for the Group to ensure its long-term
viability, forging such strategic alliances will be important.
The Group has not closed off its options as to the form of
additional funding which may be procured and will seek out all
possible avenues of raising such funds.
Barring any unforeseen circumstances, the Management is
cautiously optimistic that the Group's results will improve.
===============
T H A I L A N D
===============
ADVANCE PAINT: Court Orders Termination of Rehabilitation Plan
--------------------------------------------------------------
Advance Paint and Chemical (Thailand) Public Company Limited has
achieved the performance according to the Rehabilitation Plan,
and the Central Bankruptcy Court has ordered on 30 September
2002 to terminate the Rehabilitation Process of the Company.
This, according to Pricha Punnakitikashem, Director of BangpaIn
Planner Co., Ltd, Plan Adminstrator of Advance Paint, is in
reference to the order of the Central Bankruptcy Court in which
it has approved the Rehabilitation Plan of the company.
The rehabilitation plan includes the reduction and increase
of the capital and the allotment of new shares.
RATTANA REAL: Trims Full Year Net Loss to Bt158M
------------------------------------------------
Rattana Real Estate Public Company Limited reported a net loss
of Bt157.9 million in the year ending 31 December 2001, against
a loss of Bt242.89 million in the previous year.
Rattana Real Estate submitted the financial statements ending 31
December 2001 as certified by the auditor to The Stock Exchange
of Thailand.
The company said that the loss in the financial statements of
the results from accounting policies to stopped capitalized
interest of the project which can be identified as follows:
1.) Interest Expenses 156,285,854.40 Baht
2.) Loss from impairment of assets 27,358,890.41 Baht
3.) Selling and Administration Expenses 16,904,843.15 Baht
The Bangkok property developer is under rehabilitation.
SIAM SYNTECH: Debt Restructuring Resulted to Bt8.4B Profit
----------------------------------------------------------
Somchai Sirilertpanich and Tawee Kullertprasert of Siam Syntech
Planner Ltd., Plan Administrator of Siam Syntech Construction
Pcl., said in a disclosure to the Stock Exchange of Thailand
that Bangkok's construction firm showed a net profit of 8,438.97
million Baht as of 30 June 2002, increased by 9,637.34 million
Baht compared to the same period of last year which showed net
loss of 1,198.37 baht.
The administrators said the profit came from the major increased
in "gain from debts restructuring and converting debt into share
capital, reversal of prior year reserves and decreased in
foreign exchange losses."
SIKARIN PLC: Appoints New Directors
-----------------------------------
Sikarin Public Company Limited, which is under rehabilitation,
has appointed Monday Jarak Sangthavip, Kraiwut Siripong, Sakchai
Tanabunchai, and Charun Wiwatjesadawut to the board of
directors.
The appointment follows the resignation of Wichai Tongtang, Att
Tongtang, Uthai Sakulkrue and Sittichai Sukcharoenmitr from the
board.
The company is in the hospital business.
TANAYONG PLC: Foreign Investor to Buy 85% After Restructure
------------------------------------------------------------
Tanayong Plc senior vice president Ekasit Dhanasaranart said
that an unnamed foreign investor will inject 1.06 billion baht
for 106.32 million new shares, or 85 percent stake, following
the restructure of Tanayong's debt.
Existing shareholders will have their stake diluted to 7 percent
while the remaining 8 percent will be held by creditors
following a debt to equity conversion, he said.
Prior to the capital injection by the new foreign partner, the
company must cut its capital from 3.67 billion baht to 87.56
million baht by reducing its existing shares by a ratio of 42 to
1.
Tanayong's total debt stands at 39.38 billion baht, comprising
22.36 billion baht in secured debt and 17.02 billion baht
unsecured debt.
Ekasit added that Tanayong's debt would fall to only 6 billion
baht, which will be rescheduled for repayment in five to 10
years after debt restructuring.
TCR-AP reported Tuesday that the creditors' vote on the
company's debt restructuring plan has been postponed to November
25 today because of the plan amendment.
THAI MILITARY: Acquires 14.7% Stake in M-Home SPVI Co
-----------------------------------------------------
Thai Military Bank, Thailand's sixth largest bank, said that it
had acquired 1,471 shares or 14.7 percent in M-Home SPV1 Co at
10 baht/share as part of a debt-equity conversion.
TCR-AP reported last week that Thai Military's non-performing
loans (NPL) at the end of August totaled 31.41 billion baht
($726.6 million), or 10.76 percent of total loans before
allowance for doubtful accounts.
The August NPL figures are based on a calculation method that
allows fully provisioned bad assets to be written off.
WONGPAITOON GROUP: Administrator to Reduce Capital to Bt280M
------------------------------------------------------------
Pursuant to the Creditors Meeting of Wongpaitoon Group Public
Company Limited, which passed a resolution approving the
business reorganization plan of the Company and the Central
Bankruptcy Court issued an order approving the plan on December
22, 2000.
The consequence of this is that Wongpaitoon Planner Company
Limited is the Plan Administrator of the Company and has the
authority to implement the Plan in the management of the
business and assets of the Company.
The Plan Administrator is currently in the process of
implementation pursuant to Clause 4.3 of the Plan.
According to the provision of the Plan, the Plan Administrator
shall decrease the totally number of shares of the Company
existing on the date that the Central Bankruptcy Court issued
the order to reorganize the business of the Company. Those
shares amounted to 280,000,000 Baht consisting of 28,000,000
ordinary shares at the par value of 10 Baht.
To ensure the process is carried out according to the specified
plan, the Plan Administrator hereby gives notice of the closing
date for the shareholders' register to suspend share transfer in
order to determine the shareholders of the Company who will be
subject to the fully paid-up ordinary shares reduction in the
number accordingly, from 12.00 p.m. on October 17, 2002 onward
until such time as the capital reduction process, as mentioned
above, is completed.
The Bangkok sport shoes manufacturer, under the trademark of
REEBOK, is under rehabilitation.
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,
Salve M. Mordeno, 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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*** End of Transmission ***