/raid1/www/Hosts/bankrupt/TCRAP

/raid1/www/Hosts/bankrupt/TCRAP_Public/021014.mbx T R O U B L E D C O M P A N Y R E P O R T E R A S I A P A C I F I C Monday, October 14, 2002, Vol. 5, No. 203 Headlines A U S T R A L I A COLES MYER: Hosting Discount Outlets HIH INSURANCE: Adler Admits to Leaking Financial Results C H I N A & H O N G K O N G ALWAYS FULL INTERNATIONAL: Winding Up Petition Pending ASIA GLOBAL: China Netcom Acquisition Ends Speculation CHINA EVERBEST: Winding Up Petition Slated for Month-end MODERN PLASTIC: Hearing of Winding Up Petition Set PCCW LTD: Chairman Li Plans to Up Stake Through Notes Purchase PCCW LTD: Lehman Raising Rating to `Overweight/Positive' PCCW LTD: May Pay Dividend in 2004 QUINTALINUX LIMITED: Facing Winding Up Petition I N D O N E S I A BANK NIAGA: Commerce Asset Eyes More Stake INDOCEMENT TUNGGAL: Hopes To Raise $10.5M From Coal Mine Sale J A P A N DAIWA TOSHI: Court Sentences Three Executives HOKKAIDO INTERNATIONAL: Will Write Off JPY1.6B Debt ISUZU MOTORS: Plans To Unveil Business Plan by November ITOCHU CORP.: Tokyo Unit Falsely Labeled Imported Eel JAPAN HIGHWAY: Moody's Assigns A2 Rating to Y65B Bonds Due 2017 KENWOOD CORP: Merges Four Companies Into Kenwood USA KUMAGAI GROUP: Cutting Debt to Y510B by End-March MITSUBISHI MOTORS: Trimming 700 Staff in Dutch Unit KAWASAKI HEAVY: Merges Equipment Business With Kobe Steel OKI ELECTRIC: Expects First-half Net Loss of JPY11.5B K O R E A BYUCKSAN CONSTRUCTION: Set to Graduate From Debt Workout Scheme SEOUL BANK: Combines Online Banking With Hana M A L A Y S I A ACTACORP HOLDINGS: Announces Director's Resignation ACTACORP HOLDINGS: Enters Sale Agreement With Integrated Maker CHASE PERDANA: Appeals to Stay in Arbitration Proceedings KUALA LUMPUR INDUSTRIES: Awaits SC Nod for Restructuring LAND & GENERAL: Completes Disposal of IRM Shares LION GROUP: SC Approves Appeal on Debt Rehab Exercise MALAYSIAN PLANTATIONS: Announces Deregistration of Dormant Unit MALAYSIAN RESOURCES: Proposed Share Disposal Gets Approval MGR CORPORATION: MITI Okays Proposed Restructuring Scheme RENONG BERHAD: Aims to Raise RM400M Through Private Placement RENONG BERHAD: Gains 5.1% After United Engineers' Cash Injection RHB CAPITAL: Shareholders Give Nod EGM Resolutions SASHIP HOLDINGS: Court Moves Hearing to November 19 SIME DARBY: Servitel Completes Disposal of Palmco Holding TAI WAH: MITI Okays Unit's Sale to Ramatex TAT SANG HOLDINGS: Finalization of Restructuring Plan Ongoing TELEKOM MALAYSIA: Meeting With Celcom to Decide on Merger TENAGA NASIONAL: Resolutions Get Approval From Shareholders P H I L I P P I N E S DIGITAL TELECOMMUNICATIONS: NEC Declares Firm in Default METRO PACIFIC: Ayala Finalizes Acquisition Deal NATIONAL POWER: Holds Auction for PhP4.3B Coal Supply Contracts S I N G A P O R E BOUSTEAD SINGAPORE: Survitec Acquires Unit for S$14.35M CHARTERED SEMICON: Adjusts Convertible Notes' Price CHARTERED SEMICONDUCTOR: Lists New Shares in SGX CHARTERED SEMICONDUCTOR: Posts Notice of Director's Interest FLEXTECH HOLDINGS: Closing Register of Loan Stockholders INTRACO LIMITED: Unit Enters Voluntary Liquidation ISOFTEL LIMITED: Posts Change in Shareholder's Interest T H A I L A N D KARAT SANITARYWARE: Kohler Bids Bt40.70/Share for 19.33% Stake TPI POLENE: Plummets on News of Creditor Meeting Cancellation - - - - - - - - ================= A U S T R A L I A ================= COLES MYER: Hosting Discount Outlets ------------------------------------ The Australian Competition and Consumer Commission (ACCC) has granted Coles Myer Ltd interim authorization to include concession businesses operating within its stores in discount promotions. Australia's consumer watchdog said the authorization allows consumers to get the benefits of discounted prices offered by the concession businesses, such as Calvin Klein jeans, Esprit and Royal Doulton, in the lead-up to Christmas and New Year sales. ACCC Chairman Allan Fels said any promotional activity at Myer Grace excludes concession businesses because such an arrangement could constitute an agreement between competitors on price. HIH INSURANCE: Adler Admits to Leaking Financial Results -------------------------------------------------------- The HIH Insurance inquiry at the HIH Royal Commission continues with director Rodney Adler admitting he met with a newspaper journalist in February 2001 and disclosed the Company's interim financial results before the results were released to the market, ABC News reported. The commission also heard Adler gave the journalist a copy of a confidential letter he had written to the chairman, concerning the company's solvency. The interim results were ultimately never released to the market. ================================ C H I N A & H O N G K O N G ================================ ALWAYS FULL INTERNATIONAL: Winding Up Petition Pending ------------------------------------------------------ The petition to wind up Always Full International Limited is scheduled before the High Court of Hong Kong on October 23, 2002 at 9:30 am. Tse Chun Chiu, whose office is situated at Flat 2314, 23/F., Block A, Hoi Wan House, Hoi Fu Court, Mong Kok, Kowloon, Hong Kong, filed the petition with the said court last July 31, 2002. ASIA GLOBAL: China Netcom Acquisition Ends Speculation ------------------------------------------------------S Sources from China Netcom Corp Ltd told the Business Weekly that China Netcom's acquisition of Asia Global Crossing (AGC) has finally ended speculation about its future. No more details were revealed by the sources. Reuters quoted a spokesperson that restructuring of the trouble- striken firm was still going on and was likely to be completed by the end of this year. There was no direct confirmation or rejection of the deal in the Reuters report except that AGC said it hoped to raise US$250 million through the restructuring. However, domestic industry analysts predicted that China Netcom (CNC) got a bargain as AGC is on the edge of bankruptcy. AGC is 58.8 percent owned by the US-based Global Crossing, a broadband telecoms service provider, which filed bankruptcy in January. According to a report by the Wall Street Journal, four bidders showed interests in AGC but that was before Pacific Crossing's bankruptcy. Besides CNC, another Chinese company - Purple Communications - was active in trying to acquire AGC. Purple Communications, the Hong Kong-branch of a privately owned value-added telecoms company in China, Mintel Inc, planned to get a stake of AGC with help from strategic partners. Mintel's spokesman said he was not aware of the company's AGC bid. CNC's acquisition of AGC is the start of China's telecoms carriers' international exploration. (M&A REPORTER-ASIA PACIFIC, Vol. No.1, Issue No. 202, October 11, 2002) CHINA EVERBEST: Winding Up Petition Slated for Month-end -------------------------------------------------------- China Everbest Engineering Development Company Limited is facing a winding up petition, which is slated to be heard before the High Court of Hong Kong on October 30, 2002 at 9:30 am. Sze Sin of 2/F., 56 Rural Committee Road, Mui Wo, Lantau Island, Hong Kong filed the petition last August 2, 2002. MODERN PLASTIC: Hearing of Winding Up Petition Set -------------------------------------------------- The petition to wind up Modern Plastic Products Company, Limited is set for hearing before the High Court of Hong Kong on October 16, 2002, at 9:30 am. Yung Kam Chun of Room 819, Ko Yuet House, Ko Yee Estate, Kowloon, Hong Kong filed the petition with the said court last July 16, 2002. PCCW LTD: Chairman Li Plans to Up Stake Through Notes Purchase -------------------------------------------------------------- PCCW Ltd Chairman Richard Li plans to raise his stake in the fixed-line telecommunications operator with the purchase of equity-linked notes (ELN) through his holding vehicle Pacific Century Regional Developments Ltd, the Ming Pao Daily reported, without citing sources. An ELN is a combination of fixed income and equity security which gives a modest interest rate but has an embedded options structure giving investors the opportunity to participate in any potential gain in the index or stock on which it is based. Goldman Sachs or UBS Warburg will likely handle the ELN issue, the report said. It said the terms of the notes, including maturity, have yet to be determined. No details on the timing were provided. PCCW's share price has been battered recently, falling below the psychological HK$1 mark earlier last week and inciting market talk that it may be removed from the benchmark Hang Seng Index. PCCW LTD: Lehman Raising Rating to `Overweight/Positive' -------------------------------------------------------- Lehman Brothers analyst Peter Milliken has raised the rating of Hong Kong telecoms carrier PCCW Ltd to "overweight/positive" from "equal-weight/positive", Bloomberg reported Friday. Reason for such rating was not disclosed. Earlier, TCR-AP reported that PCCW tapped Goldman Sachs to sell its Hong Kong yellow pages business in an auction. The Company hoped to raise HK$1-$2 billion (US$128-$256 million) from the sale of the business. The report said U.S. venture capital firm Carlyle Group and Citibank's venture arm CVC were among the bidders. PCCW is looking to shed non-core assets to pay down debt, which totals US$5.5 billion. PCCW LTD: May Pay Dividend in 2004 ---------------------------------- PCCW Ltd. may pay a dividend yield as large as 3.5 percent to 4.5 percent in 2004 depending on the fixed-line telecommunications company's profitability, Dow Jones Newswires reports. PCCW halted payouts when it took over Hongkong Telecom in August 2000. According to PCCW spokeswoman Joan Wagner, the dividend will have to be declared on distributable profit. When PCCW announced a loss of HK$713 million in the first-half, the company said it expected to be "cash-flow positive" in 24 months, and would start paying a dividend then. QUINTALINUX LIMITED: Facing Winding Up Petition ----------------------------------------------- Citibank N.A., whose registered office is situate at 50th Floor, Citibank Tower, Citibank Plaza, 3 Garden Road, Central, Hong Kong is seeking for the winding up of Quintalinux Limited. The petition was filed on July 30, 2002 at the High Court of Hong Kong, and will be heard before the said court on October 16, 2002 at 10:00 a.m. ================= I N D O N E S I A ================= BANK NIAGA: Commerce Asset Eyes More Stake ------------------------------------------ Commerce Asset-Holding Bhd, Malaysia's second largest banking group, wants to buy an additional stake in Indonesia's Bank Niaga once it completes a majority stake purchase, Reuters reported Thursday. "During conversations with Commerce...there was a desire (by Commerce) to add to its ownership in Niaga. We will sell it since IBRA will finish its job soon," deputy chairman of the Indonesian bank restructuring agency (IBRA), I Nyoman Sender, said. He gave no concrete figures. Commerce, which offered to buy Niaga at 26.5 rupiah a share, is almost certain to win a 51 percent stake in mid-sized Niaga after it recently passed a test conducted by Indonesia's central bank. Total proceeds from the majority stake sale have been estimated at around 1.06 trillion rupiah ($117.7 million). Currently, the government owns around 97 percent of Niaga. INDOCEMENT TUNGGAL: Hopes To Raise $10.5M From Coal Mine Sale ------------------------------------------------------------- PT Indocement Tunggal Prakarsa, Indonesia's second largest cement producer, will raise $10.5 million from the sale of its 35 percent stake in coal-mining operation PT Indominco Mandiri to PT Indo Tambangraya Megah, Dow Jones Newswires reports. Indocement will also sell the remaining portion of its Indominco stake to PT Centralink Wisesa. It did not state the exact amount of shares to be sold to each company. Indocement will use the proceeds to repay part of its debt. Germany's Heidelberger Zement AG owns a 61.70 percent stake in Indocement, while the Indonesian government holds a 16.87 percent stake. PT Mekar Perkasa, owned by the Salim Group, holds a 13.47 percent stake, Japan's Marubeni Corp. controls 1.90 percent, and public investors hold a 6.06 percent stake. ========= J A P A N ========= DAIWA TOSHI: Court Sentences Three Executives --------------------------------------------- The Osaka District Court sentenced three former executives of failed securities firm Daiwa Toshi Kanzai to two to three years in prison for defrauding clients through sales of securities that were worthless, the Kyodo News reported Thursday. The court sentenced former board member Hiromi Ogura, 67, to three years in prison, Masahiro Adachi, 60, former President of an affiliated firm, to two years in prison, and Kazuyoshi Nakamura, 61, also a former board member, to two years in prison suspended for five years. The Daiwa Toshi Kanzai group collected 110 billion yen from 17,000 investors before it was declared bankrupt. HOKKAIDO INTERNATIONAL: Will Write Off JPY1.6B Debt --------------------------------------------------- The Hokkaido prefectural government has approved a resolution to write off 1.609 billion yen in loans owed by the bankrupt Hokkaido International Airlines, Kyodo News reported Friday. The prefectural government, the airline's largest creditor, will announce the write-off at a creditors' meeting at the Tokyo District Court on November 6. ISUZU MOTORS: Plans To Unveil Business Plan by November ------------------------------------------------------- Isuzu Motors Limited is working out the details of its three- year business plan with financial institutions and General Motors (GM) before the end of November, Dow Jones reported Friday. Earlier this year, General Motors reduced its stake in Isuzu to 12 percent from 49 percent. Isuzu shares fell 35 yen Thursday amid intensifying credit fears in the broader market. Investors are wary that continued stock market falls might reduce banks' ability to continue supporting troubled borrowers. Fitch said by participating in Isuzu's restructuring GM will not only acquire valuable assets, but will also help ensure Isuzu's continued participation in existing joint programs. These include existing efforts in light and medium-duty trucks. One of the more important of these programs is GM's upcoming mid-size truck. Developed in coordination with Isuzu, this truck represents a strong move forward for GM's truck portfolio. These vehicles (currently named the Chevrolet Colorado and the GMC Canyon) will replace the existing Chevrolet S-10 / GMC Sonoma. Similar in size to GM's current mid-size utilities and possessing engines from the same architecture as the extremely popular in-line six engine family, the increased size and features of this new product will present much stronger competition to trucks like the Ford Ranger, Dodge Dakota, Nissan Frontier, and Toyota Tacoma. ITOCHU CORP.: Tokyo Unit Falsely Labeled Imported Eel ----------------------------------------------------- Itochu Fresh Corp, a unit of Itochu Corp, sold 100 tons of eel imported from Taiwan falsely labeled as domestic, Kyodo News reported Friday. In January 2001, the unit packaged and falsely labeled the imported eel as from Kagoshima Prefecture, and sold them to restaurants and other businesses. JAPAN HIGHWAY: Moody's Assigns A2 Rating to Y65B Bonds Due 2017 --------------------------------------------------------------- Moody's Investors Service assigned A2 ratings to Japan Highway Public Corporation's (JH) Series 10 65-billion-yen Floating rate senior secured bonds, due September 20, 2017. The rating outlook is stable. The government does not guarantee the bonds. The rating assignment reflects Moody's belief that the Japanese Government will continue to have strong incentive and willingness to protect the position of JH's debtholders in an appropriate manner. JH is 100 percent owned by the government and its role is to develop and operate a nationwide, high-quality motor transport infrastructure, consisting of the national expressway network and regional toll roads. The Ministry of Land, Infrastructure and Transport is heavily involved in the supervision, planning, budget, recoupment and funding of JH's operations. Expressway construction costs tend to be expensive in Japan reflected in JH's large amount of debt, long recoupment period, and high toll rates relative to those of its counterparts in other countries. JH is highly dependent on funds from Japan's Fiscal Investment and Loan Program (FILP) system. Moody's expects that difficult fiscal conditions for the Japanese Government and its policy to restrain FILP expenditure will be factors constraining the overall available funding from FILP over the intermediate term. Due to both its long recoupment period and its high debt level, JH needs substantial annual refinancing. Nevertheless, Moody's expects that the government will continue to ensure redemption of JH's debt in an appropriate manner. The Japanese Government launched a plan to privatize JH by March 2006 and discontinued capital injection to JH for the fiscal year starting April 2002. During 2002, a third-party panel (established under the cabinet) will examine the form of privatization and the cost-efficiency of the projected investment. Moody's notes that increasing focus on investment returns to JH could have a positive impact on JH's overall recoupment ability. In Moody's view, privatization does not necessarily significantly change the risk of debt holders. Moody's expects that the importance of national expressway infrastructure will not materially change and that JH will continue to play an important role in Japan's expressway operation, apart from its organizational structure. Therefore, the government will continue to have incentive and willingness to maintain its involvement in JH and to supervise its operations. Furthermore, it is expected to provide regulatory protection and appropriate funding support. Nonetheless, development of the privatization scheme could influence bondholders' position - especially the legal and regulatory frameworks, JH's function in the national expressway operation and its capital and cash flow structures. In this context, Moody's will continue to monitor the progress of the privatization discussion and its potential impact on bondholders. TCR-AP reported last week that Japan Highway Public Corp. admitted to the government that it is essentially insolvent, with liabilities exceeding assets by 7 trillion yen. The Company said its huge deficit in fiscal 2001 was based on private-sector accounting methods. It also said any further road construction would have to be paid for by taxpayers. The Company's total liabilities totaled 25 trillion yen, of which 22.7 trillion yen was in the form of loans for completed roads and 2.3 trillion yen in investment from the government. For a copy of its 2001 financial report, go to http://www.jhnet.go.jp/english/annual.pdf. KENWOOD CORP: Merges Four Companies Into Kenwood USA ---------------------------------------------------- Kenwood Corporation will merge four companies into Kenwood USA and eliminate undisclosed number of managerial and midlevel positions, Dow Jones reported Wednesday. The audio equipment maker says moves will be completed by November 1. The Company will spin off its money-losing audio division before the end of this year to restore its balance sheet. As of March 2002, the firm's debt exceeded its assets by 17 billion yen. (M&A REPORTER-ASIA PACIFIC, Vol. No.1, Issue No. 202, October 11, 2002) KUMAGAI GROUP: Cutting Debt to Y510B by End-March ------------------------------------------------- Kumagai Gumi Co. will sell its New York skyscraper named America's Tower to Paramount Group Inc. for 50 billion yen, Dow Jones reported Friday. The skyscraper is owned by its U.S. unit KG 11177 LLC. The Company's stocks have been under pressure amid recent active selling of banks and heavily indebted construction, retail and real estate companies after Japan's Bank Minister Heizo Takenaka vowed to take a harsher look at bank's loan books. Kumagai's stock price has remained below 20 yen for the last month. The struggling midsize general contractor aims to cut its group interest-bearing debt to 510 billion yen by the end of March 2003 from 580 billion yen in 2002. In the first fiscal half through September, Kumagai reduced the debt by 13 billion yen. Kumagai will liquidate its two U.S. real estate subsidiaries, Kumagai International USA Corp. and KG A&A LLC, following the sale of the office building. The group is in the process of rehabilitation, after receiving a Y430-billion-loan waiver in fiscal 2000. MITSUBISHI MOTORS: Trimming 700 Staff in Dutch Unit --------------------------------------------------- Mitsubishi Motors Corporation (MMC) is planning to lay off 700 workers, or 16 percent of its current workforce at its Dutch unit Netherlands Car BV (NedCar) by 2006, Ananova and AFX News reported Friday. Mitsubishi Motors Corporation has announced a number of initiatives to renovate its domestic dealership network. The reorganization process, due to start in January 2003, centers on the consolidation of MMC's Galant and Car Plaza dealerships into a single network, and is a key pillar of the Company's corporate strategy to reposition and strengthen its domestic operations. Rating and Investment Information, Inc. (R&I) expects that splitting off truck and bus operations of Mitsubishi Motors Corporation will have a major impact on MMC's financial structure and cash flow structure, and is therefore placing the ratings on the Rating Monitor scheme. New ratings will be announced after an investigation off actors such as the distribution of liabilities after the split, the financial condition of the rated Company, and its future earnings potential. KAWASAKI HEAVY: Merges Equipment Business With Kobe Steel --------------------------------------------------------- Kobe Steel Limited and Kawasaki Heavy Industries Limited (KHI) has entered a joint venture agreement to combine its marketing and design portions of their crushing equipment business, Kyodo News reported Friday. The new venture is expected to begin operations July 1, 2003, they said in a statement. According to TCR-AP, KHI's earnings have been facing downward pressure due to the recent depressed operating performance of its motorcycle business and the ongoing decline in earnings from domestic public-sector projects, citing the Moody's Investors Service. Moody's is especially concerned about the recovery of KHI's motorcycle business, given the severe competitive environment. To counter these problems, KHI has implemented structural reforms, including the restructure of its unprofitable businesses. Moody's expects that such measures, combined with KHI's recent strategy of further emphasizing the areas in which it is competitive, will help improve the Company's cost structure and earnings stability, but not to the extent of the historical level. KHI's balance sheet is weak for its rating category, and the rating has been supported by the Company's well-balanced business portfolio. Moody's expects that KHI's financial condition will remain weak over the intermediate term. However, given the current management focus on debt reduction, Moody's believes that KHI's overall financial profile will gradually improve. OKI ELECTRIC: Expects First-half Net Loss of JPY11.5B ----------------------------------------------------- Oki Electric Industry Co. sees a group net loss of 11.5 billion yen in the first half of this year ending September 30, versus a loss of 8.5 billion yen estimated earlier, Kyodo News reported Friday. The electronics maker attributed the expansion in the loss to drops in orders from Nippon Telegraph and Telephone Corporation and other telecom services firms, as well as foreign exchange losses stemming from the yen's appreciation. Rating and Investment Information, Inc. (R&I) on June 14 has downgraded Oki Electric Industry Co. Ltd.'s Long-term Credit Rating to BB+ from BBB. Although Oki Electric Industry Co., Ltd., has been implementing a reconstruction plan since 1998, including steps such as withdrawing from some operations and cutting staff, the operational environment has been changing even faster than the effects of these restructuring measures emerge, and there has still been no underlying improvement in the earnings structure. The firm also tabled a consolidated final loss for the March 2002 term, and financial structure is deteriorating. ========= K O R E A ========= BYUCKSAN CONSTRUCTION: Set to Graduate From Debt Workout Scheme --------------------------------------------------------------- Byucksan Construction is set to finish a creditor debt- rescheduling program about three months ahead of schedule, Digital Chosun reported Friday. The Company has been advised by the creditors of their plan to move the firm ahead of schedule. Byucksan was placed under the rescue program in December 1998, but the Company has posted net profits in the three consecutive years since 1999. The construction Company is ranked 24th in construction execution capacity in Korea, with 4 trillion won in backlogged orders. SEOUL BANK: Combines Online Banking With Hana --------------------------------------------- Hana Bank and Seoul Bank are planning to combine their online banking on October 21, the Maeil Business Newspaper reported Friday. The two banks also decided to consolidate branches in Hong Kong. Online subscribers of the two banks now total 1.18 million, with Hana holding 710,000 users. The banks will not charge commission fees for users who use any online banking transactions. DebtTraders reports that Seoulbank's 3.791 percent floating rate note due in 2006 (BKSE06KRN1) trades between 97 and 99. For real-time bond pricing, go to http://www.debttraders.com/price.cfm?dt_sec_ticker=BKSE06KRN1 =============== M A L A Y S I A =============== ACTACORP HOLDINGS: Announces Director's Resignation --------------------------------------------------- Actacorp Holdings Berhad said in a disclosure to the Kuala Lumpur Stock Exchange that Dato' HJ Salamon Bin Selamat has resigned as Independent & Non Executive Director of the Board, effective 10 October 2002. Reason for his resignation was not disclosed. ACTACORP HOLDINGS: Enters Sale Agreement With Integrated Maker -------------------------------------------------------------- Actacorp Holdings Berhad said in a disclosure to the Kuala Lumpur Stock Exchange that it has on 10th October 2002 entered into a conditional Share Sale Agreement with Integrated Maker Sdn Bhd for the proposed disposal of the entire share capital of 500,000 ordinary shares of RM1.00 each in Intrasia for a total consideration of RM360,000. None of the Company's directors, major shareholders and/or person connected with them has any interest, direct or indirect in the proposed disposal. The Actacorp Board has adopted a restructuring scheme, which involves a share swap, disposal of the Company and incorporation of a new company, and the settlement of debts amounting to RM25 million. CHASE PERDANA: Appeals to Stay in Arbitration Proceedings --------------------------------------------------------- Reference is made to Chase Perdana Berhad (CPB)'s announcement made on 17 May 2002 pertaining to the material litigation of CPB against Pekeliling Triangle Sdn Bhd (PTSB) vide High Court Suit No. S5-22-408-2000 (Court of Appeal Civil Appeal No. W-02-532- 2001) (Federal Court Civil Application No. 08-30-2002). The Board wishes to announce that on 2 October 2002, the Federal Court has granted CPB application for leave to appeal to the Federal Court against the decision of the Court of Appeal dated 26 March 2002. On 9 October 2002, CPB has filed the notice of appeal in the Federal Court. Simultaneously, on the same date, CPB has filed a notice of motion to the Federal Court for the following: a) A stay of the arbitration proceedings initiated by the 1st Respondent until the disposal of the Company's appeal against the decision of the Court of Appeal dated 26 March 2002; and b) The 1st Respondent to be restrained from revoking, canceling or in any way dealing with the bank guarantee dated 16 March 1995 until the disposal of the appeal. KUALA LUMPUR INDUSTRIES: Awaits SC Nod for Restructuring -------------------------------------------------------- Ailing Kuala Lumpur Industries Holdings Bhd (KLIH) anticipates a decision from the Securities Commission (SC) for the corporate and debt restructuring scheme to be forthcoming, the Bernama newspaper reports. KLIH submitted in early February this year its comprehensive restructuring proposal, which involves a reduction of existing 100 shares to only one share, rights issue, offer for sale, sales of The People's Insurance Company (M) Bhd (PICM) and acquisition of Taman Equine (M) Sdn Bhd. Chairman Tan Sri Datuk Wan Sidek Hj. Wan Abdul Rahman said the Company depends on residual assets to pay off its expenses and essential overheads such as salaries, Employees' Provident Fund, water and electricity. The group has accumulated losses of about RM915 million over the years and presently its shareholders' funds is in deficit of more than RM400 million. Its current liabilities of nearly 1 billion ringgit include short-term borrowings of RM420 million, claims admitted/intimated but not paid of RM165 million and other payables and accruals of RM322 million. LAND & GENERAL: Completes Disposal of IRM Shares ------------------------------------------------ Commerce International Merchant Bankers Berhad on behalf of the Board of Directors of Land & General Berhad (L&G) said that the conditions precedent to the Share Sale Agreement dated 18 January 2001 between the Company and Kelbourne Resource Sdn Bhd have been duly fulfilled on 10 October 2002. The agreement was in respect of the disposal of L&G of its 100 percent equity interest in Industrial Resins (Malaysia) Berhad (IRM), comprising 15 million ordinary shares of RM1.00 each for the consideration of RM30 million. Accordingly, the IRM disposal has been completed on 10 October 2002. LION GROUP: SC Approves Appeal on Debt Rehab Exercise ----------------------------------------------------- The Directors of the Lion Group wish to announce that, following an appeal submitted by the Lion Group to the SC, the SC has approved the Lion Group's appeal on certain terms and conditions imposed by the SC: 1. The SC has waived its earlier condition that the issues affecting the joint-venture operations of the Lion Group in the People's Republic of China (PRC) (Items of Concern) must be resolved prior to the implementation of the Proposed GWRS. The aforesaid waiver is subject to: 1.1 LLB, ACB and AMB furnishing irrevocable written undertakings to the SC that all necessary steps will be taken to resolve the Items of Concern as soon as possible; 1.2 The relevant vendor(s) of sale shares or purchaser(s) issuing consideration shares (Relevant Party) (where the Items of Concern apply) are required to indemnify the affected purchaser(s) or the vendor(s), as the case may be (Affected Party) of all cost and losses incurred by the Affected Party in the event that the Relevant Party fails to resolve the Items of Concern prior to the implementation of the Proposed GWRS. Any cost and losses incurred by the Affected Party within 24 months from the date of implementation of the Proposed GWRS (Subject Period) pending efforts by the Relevant Party to resolve the Items of Concern shall be fully indemnified by the Relevant Party. Further, in the event the Relevant Party is still unable to resolve the Items of Concern after the Subject Period, any future potential cost or losses to be incurred by the Affected Party shall also be fully indemnified by the Relevant Party immediately; and 1.3 LLB, ACB and AMB are required to report the status of the Items of Concern in their quarterly and annual reports until all the Items of Concern are fully resolved. 2. The SC has waived its earlier requirement that 5 percent premium be added to the theoretical market price of the new LCB shares to be attached to the LCB Bonds to be issued by LCB to the ACB group of companies (Subject LCB Shares) in settlement of the purchase consideration for the proposed acquisition by LCB of 40 percent equity interest in Megasteel Sdn Bhd and 50.45 percent equity interest in LLB, subject to a minimum issue price of RM1.05 each. Instead, the SC has approved LCB's proposal to fix the issue price of the Subject LCB Shares without any premium, subject to the minimum issue price of RM1.00 per share. 3. The SC has waived its earlier condition that all loss making operations of the AMB group of companies (AMB Group), including companies operating in the PRC, must be divested within 2 years after the Proposed GWRS has been approved by all relevant parties. The aforesaid waiver is subject to: 3.1 AMB disclosing to its shareholders, inter alia, the details of all loss making operations of the AMB Group and the steps which have been taken or will be taken by AMB to turn around the loss making operations of the AMB Group (Restructuring Exercise); 3.2 AMB is required to report, inter alia, (i) the status and progress of the Restructuring Exercise in its quarterly and annual reports until all loss making operations of the AMB Group have been fully divested; and (ii) an assessment by the Directors of AMB in its annual report as to whether the Restructuring Exercise is progressing as planned or an early disposal shall be effected by the Directors of AMB to dispose of the relevant loss making company. 4. The SC has waived its earlier requirement for a moratorium on disposal of 50% of the new AMB shares to be issued for the proposed acquisition of shares in Silverstone Berhad from certain vendors namely LCB, Limpahjaya Sdn Bhd and Posim Berhad (Disposal Moratorium). Instead, the SC has approved AMB's proposal for the Disposal Moratorium previously imposed on the AMB shares to be received by LCB, Limpahjaya Sdn Bhd and Posim Berhad, to be imposed on ACB. 5. With regard to the proposed acquisition of 83.7 percent equity interest in Posim Berhad by the LLB group of companies (LLB Group), the SC has earlier required the LLB Group to comply with the public shareholding spread requirement as stipulated in the SC's Guidelines on Issue/Offer of Securities. However, the SC has considered LLB's proposal and approved the shortfall in the public shareholding spread of Posim Berhad to be addressed within 6 months from the date of implementation of the Proposed GWRS. The Board of Directors of LCB, LLB, ACB and AMB shall be deliberating on the SC's approvals set out above and conditions imposed by the SC. Accordingly, an appropriate announcement would be made in due course following the conclusion of the Board of Directors' meeting of LCB, LLB, ACB and AMB. MALAYSIAN PLANTATIONS: Announces Deregistration of Dormant Unit --------------------------------------------------------------- Further to the announcement of Malaysian Plantations Berhad dated 27 February 2002 in relation to a subsidiary of the Company, Alliance Merchant Asset Management Sdn Bhd (AMAM)'s application to the Registrar of Companies (ROC) to strike off its name from the Register of ROC pursuant to Section 308(4) of the Companies Act, 1965, the Company wishes to announce that AMAM has been struck off from the Register of ROC (now known as Companies Commission of Malaysia). Accordingly, AMAM has ceased to be a subsidiary of the Company. MALAYSIAN RESOURCES: Proposed Share Disposal Gets Approval ---------------------------------------------------------- On behalf of the Board of Directors of Malaysian Resources Corporation Berhad (MRCB), Commerce International Merchant Bankers Berhad (CIMB) is pleased to announce that the Securities Commission (SC) has via its letter dated 9 October 2002 approved the Proposed Disposal of 105,127,000 ordinary shares of RM1.00 each in Rashid Hussain Berhad (RHB) for a total cash consideration of RM504,609,600 subject to the following conditions: (i) Full disclosure of the basis for determining the disposal price in the circular to shareholders of MRCB; (ii) The approval of the SC is required for any changes to the proposed utilization of the proceeds from the Proposed Disposal as set out below; RM'million Repayment of bank borrowings 454.1 Working capital (including RM500,000 for estimated expenses) 50.5 TOTAL 504.6 (iii) Any extension of time for the said utilization of the proceeds must be approved by a Board resolution and must be fully disclosed to the Kuala Lumpur Stock Exchange ("KLSE"); (iv) Appropriate disclosure in relation to the status of the utilization of proceeds from the Proposed Disposal must be made in the Quarterly Report and Annual Report of MRCB until the said proceeds are fully utilized; and (v) Full compliance with the provisions in relation to the implementation of the Proposed Disposal as stipulated under the Policies and Guidelines on Issue/Offer of Securities issued by the SC. Further, CIMB and MRCB are required to provide written confirmation on the compliance of all terms and conditions that has been approved after the completion of the Proposed Disposal. MGR CORPORATION: MITI Okays Proposed Restructuring Scheme --------------------------------------------------------- AmMerchant Bank Berhad, on behalf of MGR Corporation Berhad (Special Administrators Appointed) wishes to announce that the Ministry of International Trade and Industry (MITI) has in its letter dated 8 October 2002 approved the Proposed Restructuring Scheme, as proposed, subject to the surrender of the manufacturing license by the Company and its subsidiaries, Parakaya Plywood Sdn Bhd and Kimanis Bay Timbers Sdn Bhd to the Malaysian Industrial Development Authority. The Company will be appeal to the MITI on the condition imposed. The Foreign Investment Committee (FIC) had in August approved the Proposed Restructuring Scheme, as proposed, subject to Crest Builder Holdings Berhad increasing its Bumiputera equity interest to at least 30 percent upon its listing on the Kuala Lumpur Stock Exchange. RENONG BERHAD: Aims to Raise RM400M Through Private Placement ------------------------------------------------------------- Renong Bhd aims to raise RM400 million through a private placement measure to prevent its shareholders' fund from being in deficit, pending finalization of a longer-term plan to turn around the Renong Group's business, Bernama reports. "Should there be no buyer for the RM400 million worth of private placement share at the par value of 50 sen each, United Engineers (Malaysia) Bhd (UEM), Renong's major shareholder, will take up the remaining shares not subscribed," executive vice chairman Abdul Wahid Omar said. "If UEM is to take up all the private placement shares, it will end up with a shareholding of 48 percent in Renong," Abdul Wahid said. The private placement shares is based on the current market share price or par value of 50 sen. Should the market value falls below the par value of 50 sen, the share price would be based on the par value of 50 sen. Renong incurred a loss after taxation and minority interest of RM101.0 million for the quarter ended June 30, 2002 of which RM89.2 million relates to finance costs. The group continues to incur losses due to substantial finance cost from the Renong SPV bond. RENONG BERHAD: Gains 5.1% After United Engineers' Cash Injection ---------------------------------------------------------------- Shares of Renong Bhd rose as much as 5.1 percent after state- owned United Engineers Malaysia Bhd., which owns 31 percent of Renong, agreed to inject more money into the company to revive its financial health. According to a Bloomberg report, United Engineers also agreed to take up any of the rights offer shares that are not acquired by other Renong shareholders. RHB CAPITAL: Shareholders Give Nod EGM Resolutions -------------------------------------------------- AmMerchant Bank Berhad is pleased to announce that the shareholders of RHB Capital have approved all the resolutions contained in the Notice of EGM dated 25 September 2002 at the Extraordinary General Meeting (EGM) held on 10 October 2002. AmMerchant Bank is also pleased to announce that at the EGM of Rashid Hussain Berhad (RHB) and at the EGM and Court Convened Meeting (CCM) of RHB Sakura held on even date, the shareholders of the respective companies have also approved all the resolutions tabled at their respective EGM and CCM. In addition, AmMerchant Bank is further pleased to announce that the Securities Commission (SC) has by its letter dated 9 October 2002 approved the Proposed Group Restructuring Scheme subject to the following conditions: (a) In relation to utilization of proceeds by RHB and RHB Capital: (i) the approval of the SC is required for any change in the utilization of proceeds by RHB and RHB Capital if the change in utilization results in the proceeds being utilized for purposes other than the core businesses of RHB and RHB Capital; (ii) the approval of the shareholders of RHB and RHB Capital is required for any change in utilization of proceeds amounting to 25% or more. For changes in the utilization of proceeds amounting to less than 25%, appropriate disclosure must be made to the shareholders of RHB and RHB Capital respectively; (iii) any extension of time for the utilization of proceeds by RHB and RHB Capital must be approved by the Board of Directors of RHB and RHB Capital respectively and full disclosure must be made to the Kuala Lumpur Stock Exchange (KLSE); (iv) appropriate disclosures must be made in the quarterly report and annual report of RHB and RHB Capital in relation to the status of the utilization of proceeds until the proceeds have been fully utilized. (b) Appropriate disclosures of the following in the circulars to shareholders of RHB and RHB Capital: (i) steps to be taken to comply with Practice Note 16 (Paragraph 2.3) of the Guidelines on Unit Trust Funds. (ii) details of bank borrowings and adjusted gearing (after taking into account the issuance of RHB Bank Tier II subordinated debt and RHB Sakura Sub-Debt) and the future plans to address the high gearing of RHB. The above mentioned disclosures have been made in the circulars to shareholders of RHB and RHB Capital dated 25 September 2002 respectively. (c) Approvals of the shareholders of RHB, RHB Capital, RHB Bank and RHB Sakura which save and except for the approval of shareholders of RHB Bank have been obtained on even date; (d) SC's approval for the issuance of the RHB Bank USD Sub-Debt, RHB Capital Bonds and RHB Sakura Sub-Debt; (e) SC's approval for the issuance of the proposed issuance of USD200 million nominal value 10-year non callable 5-year RHB Bank Tier II subordinated bonds (RHB Bank USD Sub-Debt), proposed issuance of RM500 million in aggregate nominal value of RHB Capital's redeemable unsecured serial fixed rate bonds (RHB Capital Bonds) and the proposed issuance of RM165 million nominal value of RHB Sakura Tier II subordinated-debt (RHB Sakura Sub-Debt) which are lead managed by ABN AMRO Bank Berhad; and (f) RHB and RHB Capital are required to make monthly reports to the SC in relation to the status of compliance with Practice Note 16 (Paragraph 2.3) of the Guidelines on Unit Trust Funds. In addition, the SC has also approved the extension of time of six (6) months for RHB Group to comply with Practice Note 16 of the Guidelines on Unit Trust Funds in relation to RHB Capital's 100% equity interest in RHB Unit Trust Management Berhad (through its 100% equity interest in RHB Sakura) and 34.3% equity interest in CMS Trust Management Berhad (CMST) (through its 70% equity interest in RHB Bank Berhad and RHB Bank's 49% equity interest in CMST) following the completion of the Proposed Group Restructuring Scheme. For information, Paragraph 2.3 of the said Practice Note provides that a holding company of a unit trust management company shall not hold more than 20% of the voting shares in another unit trust management company. With the above mentioned approvals, the Proposals are now conditional upon the following: 1) approval of the SC for: (a) the conversion of the existing operations of Straits Securities Sdn Bhd into a branch of RHB Securities Sdn Bhd (formerly known as Rashid Hussain Securities Sdn Bhd) (RHS) (b) the proposed transfer securities and securities related business entities from RHB Capital to RHB Sakura save for 100% equity interest in RHB Management Services (Jersey) Ltd from RHB Capital to RHB Sakura; 2) sanction of the High Court of Malaya in relation to the Proposed SOA; 3) approval of the shareholders of RHB Bank Berhad for the Proposed Acquisition of Bank Utama, the Proposed Transfer and Acquisition of RHB Leasing and the Proposed Transfer of RHBCP; 4) approval of the shareholders of Utama Banking Group Berhad and Cahya Mata Sarawak Berhad in relation to the Proposed Acquisition of Bank Utama; 5) approval of MOF via SC for the proposed transfer of 100% equity interest in RHS from RHB Capital to RHB Sakura; and 6) approval of KLSE for: (i) the admission to the Official List and the listing of and quotation for the RHB Irredeemable Convertible Unsecured Loan Stocks-A (RHB ICULS-A), RHB Irredeemable Convertible Unsecured Loan Stocks-B (RHB ICULS-B) and the new RHB shares to be issued upon conversion of RHB ICULS-A and RHB ICULS-B, on the Main Board of the KLSE pursuant to the Proposed Acquisition of Bank Utama; (ii) for conversion of the existing operations of Straits Securities Sdn Bhd into a branch of RHS; and (iii) for the proposed transfer of 100% equity interest in RHS from RHB Capital to RHB Sakura. The Company expects to complete the proposals in December 2002. SASHIP HOLDINGS: Court Moves Hearing to November 19 --------------------------------------------------- Further to the announcement made on 10 September 2002 on Summons no.: 8-52-11509-02 in Kuala Lumpur Session's Court of Powermatic Sdn Bhd (PSB), 99 percent subsidiary of Saship Holdings Berhad (SHB) initiated by the Petitioner, Saft Sdn Bhd (formerly known as Saft Nife Power Systems Sdn Bhd) for the sum of RM99,073.40, the Board of Directors of SHB wishes to inform that the Court has adjourned the hearing date to 19 November 2002 for the above Summons. PSB has been sued by CTI Resources Sdn Bhd, on which a Judgment in Default of Appearance was entered for the sum of RM34,220. A demand notice on the outstanding judgment sum was received on 20 November 2001. PSB has received a sealed copy of the petition for Winding Up in the High Court of Malaya initiated by CTI. SIME DARBY: Servitel Completes Disposal of Palmco Holding --------------------------------------------------------- Sime Darby Berhad wishes to announce that its wholly owned subsidiary, Servitel Development Sdn. Bhd., has completed on Thursday the disposal of 23,738,316 ordinary shares of RM1.00 each in Palmco Holdings Berhad, representing 11.77 percent of Palmco's existing issued and paid-up share capital, to IOI Corporation Berhad for a consideration of RM109,196,253.60 or RM4.60 per share. With the disposal, Servitel now holds 44,370,684 ordinary shares in Palmco, representing 22.00 percent of Palmco's existing issued and paid-up share capital. TAI WAH: MITI Okays Unit's Sale to Ramatex ------------------------------------------ Ramatex Berhad has obtained the approval from the Ministry of International Trade and Industry (MITI) via its letter dated 8 October 2002 for the proposed acquisition of the entire interest in Tai Wah Garments Industry Sdn Bhd, a wholly owned subsidiary company of Tai Wah Garments Manufacturing Berhad (TWGM). However, the proposed acquisition of land and buildings of TWGM is still pending for approval from the Foreign Investment Committee. Early this month, TCR-AP reported that the Kuala Lumpur Stock Exchange (KLSE) has vide its letter dated 24 September 2002 rejected TWGB's application for the extension of time until 30 September 2002 to make its requisite announcement regarding the Phase 2 of its revised Restructuring Scheme by 31 October 2002. TAT SANG HOLDINGS: Finalization of Restructuring Plan Ongoing ------------------------------------------------------------- Tat Sang Holdings Berhad (TSHB) had on 17 September 2002 made on announcement that it is an affected listed issuer pursuant to Practice Note 4/2001 (PN4/2001) issued by the Kuala Lumpur Stock Exchange. Pursuant to paragraph 4.1(b), TSHB is required to make monthly announcement on the status of its plan to regularize its financial condition. The Board of Directors wishes to announce that the Company is still in the midst of finalizing its restructuring plan to regularize the financial position of TSHB Group. A comprehensive announcement will be made to the Exchange upon finalization of the proposed restructuring plan. TELEKOM MALAYSIA: Meeting With Celcom to Decide on Merger --------------------------------------------------------- Telekom Malaysia Bhd's loss-making unit TM Cellular Sdn Bhd (TMTouch) will meet with Celcom (Malaysia) Bhd on October 15 to decide on the merger of their respective cellular operations. Celcom is the cellular phone arm of Technology Resources Industries Bhd (TRI). Azzat Kamaluddin, chairman of Celcom's independent committee, said that the valuation process of the proposed merger of their cellular operations has been completed. Under a merger timetable, the two parties are required to sign a sale and purchase agreement by October 29. TENAGA NASIONAL: Resolutions Get Approval From Shareholders ----------------------------------------------------------- Commerce International Merchant Bankers Berhad said in a Kuala Lumpur Stock Exchange disclosure that the shareholders of Tenaga Nasional Berhad had, at the EGM held on 10 October 2002, approved the resolutions on the proposed issue of five-year unsecured Convertible Redeemable Income Securities (CRIS), and five-year Guaranteed Exchangeable Bonds. Earlier, the shareholders have also approved a plan to sell $500 million of convertible bonds to global investors within six months. Tenaga's new management team is actively restructuring debt, which is expected to reduce interest costs and foreign exchange risk, and extend debt maturities. Although proceeds from asset sales should reduce debt over time, overall debt might increase to finance future generation, distribution, and transmissions expansion. Tenaga has a cash balance of Malaysian ringgit (RM) 967 million (US$255 million) and unused credit facilities of RM2.4 billion as of June 30, 2002. These resources should be sufficient to address near-term debt repayments of RM1.1 billion. Debts maturing over the next four years total about RM7.7 billion. ===================== P H I L I P P I N E S ===================== DIGITAL TELECOMMUNICATIONS: NEC Declares Firm in Default -------------------------------------------------------- Digital Telecommunications Philippines, Inc. (DIGITEL) received a facsimile copy of a letter dated October 8, 2002 from Clifford Chance LLP representing NEC Corporation (NEC) declaring DIGITEL in default of certain provisions of the Supply Contract dated July 8, 1999 between DIGITEL and NEC. The Notice of Default was issued after DIGITEL had given NEC a letter dated October 3, 2002 citing material violations of the terms and conditions of the Supply Contract by NEC, which include among others the delay in the delivery of contracted subscriber lines; the intermittent and unreliable performance of the Wireless Local Loop System; the failure to post the performance bond; and failure to turn-over certain permits clearances and other government requirements, and demanding that the same be rectified within five (5) days from receipt of said letter. The Notice of Default was also issued after the parties failed to come to an agreement to resolve their respective issues in relation to the said Supply Contract. DIGITEL had stopped the payment of the last three installment payment that fell due for both principal and interest amounting to US$51,924,052.00 covering the period October 2001 to October 2002 precisely because of NEC's violation of the supply Contract which remained unremedied to this date. As a consequence of said Notice of Default, NEC had accelerated the payment date of the total contract value and demanded the payment of the total principal amount of US$220,442,431.12 together with accrued interest of US$14,581,217.71 and overdue interest of US$1.952,756,76. DIGITEL will vigorously contest the said Notice of Default and will pursue all legal options available to resolve the issues between the parties, and shall accordingly inform the Honorable Commission of the course of action taken on this matter. For a copy of the press release, go to http://bankrupt.com/misc/tcrap_digitel1011.pdf METRO PACIFIC: Ayala Finalizes Acquisition Deal ----------------------------------------------- An unnamed "well-placed" source told the Manila Standard that the group of Ayala Land Inc and businessman Jose Campos may finalize a deal to acquire a controlling interest in Bonifacio Land Corp from Metro Pacific Corp before the year ends. The source said while negotiations among the parties are ongoing, there are indications "it will be a done deal" for the Ayala Land-Campos group "before the end of the year." Yesterday, Ayala Land said it has not yet reached any agreement with any parties on the extent of its possible participation in ongoing development projects in Bonifacio Land's Fort Bonifacio Global City. Metro Pacific said it is still in talks with several parties, including the Ayala Land-Campos group, on various debt reductions, restructuring and development opportunities in the Global City. (M&A REPORTER-ASIA PACIFIC, Vol. No.1, Issue No. 202, October 11, 2002) NATIONAL POWER: Holds Auction for PhP4.3B Coal Supply Contracts --------------------------------------------------------------- The National Power Corporation (Napocor) will hold public auctions between November and January for 4.3 billion pesos worth of coal supply contracts, the Philippine Daily Inquirer reported Friday. The state-run Company will buy 2.67 million metric tons of coal for its power plants in the provinces of Pangasinan, Zambales, Quezon and Cebu, the paper said. Auctions will be held on November 8 and 29 and on December 13 for three contracts, each for the supply of 325,000 metric tons of coal for Napocor's 1,200-megawatt plant in Sual town in Pangasinan and 600-megawatt plant in Masinloc town in Zambales. Also on December 13 will be an auction for the supply 70,000 metric tons of coal for Napocor's 105-megawat plant in Naga town in Cebu. A fourth contract for the Sual plant would be auctioned off on January 10. The contract would be good for two years, with 325,000 tons will be delivered for each year. The report said Napocor is planning to secure supplies for its 700-megawatt plant in Pagbilao town in Quezon Province through government-to-government deals. ================= S I N G A P O R E ================= BOUSTEAD SINGAPORE: Survitec Acquires Unit for S$14.35M ------------------------------------------------------- The Board of Directors of Boustead Singapore Limited has entered into a conditional agreement dated 10th October 2002 with Survitec Group (Singapore) Pte Ltd to dispose of all of its shares in its wholly owed subsidiary, W.H. Brennan & Company (Pte) Ltd (WHB), for a cash consideration of S$14,350,000.00. The consideration for the proposed disposal was negotiated on a "willing buyer willing seller" basis between the parties and has been agreed to after arm's length negotiations. The proposed disposal of WHB is, amongst others, conditional upon the following conditions being satisfied by 10 January 2003 or such other date as the parties may agree: (a) the Company having obtained the approval of its shareholders at a general meeting to enter into and implement the Agreement in the manner described in or contemplated by the Agreement; (b) the completion of the transfer of the fire safety, marine safety, ATS electronics and marine leisure divisions of BSPL from BSPL to WHB (Business Transfers); (c) the completion of the transfer of all the shares in Associated Technical Services Pte Ltd (ATS) by the Company to WHB (ATS Transfer); and (d) the capitalization of all amounts owed by WHB: (i) to the Company in respect of a loan given by the Company to WHB and the ATS Transfer; and (ii) to BSPL in respect of the ATS Transfer and the Business Transfers. WHB is a private limited Company incorporated in Singapore on 14 October 1947 and is engaged in the marketing, servicing and assembling of marine, aviation and fire safety, survival and rescue equipment, maintenance and re-certification services and supplies and the undertaking of general agency business. ATS is a private limited Company incorporated in Singapore on 8 October 1996 and is currently dormant. The businesses of BSPL to be transferred to WHB are as follows: (a) the sale, distribution and servicing of marine safety equipment such as inflatable life rafts, pyrotechnics and life vests; (b) the design, supply, installation and commissioning of fire protection systems for use on board ships, offshore platforms and for land based applications and the servicing of marine fire safety equipment on board vessels and special hazard systems used on land; (c) the sale and maintenance of marine electronics and telecommunication equipment such as satellite communication equipment, echo sounders, and gyrocompasses; and (d) the sale and servicing of marine leisure products such as personal water crafts, sailing boats, out board motors and life jackets. The proposed disposal of WHB is part of the on-going overall restructuring efforts of the Boustead Group to enhance shareholder value and to refocus management resources on the core businesses of the Group. The Group intends to concentrate on developing its engineering and information technology businesses and the businesses of WHB no longer fit into the Group's overall strategy. The proposed disposal of WHB therefore represents a divestment of non-core assets as part of the Group's plans to rationalize its businesses. It is intended that the net proceeds of approximately S$14.2 million, after taking into account the estimated expenses to be incurred in connection with the proposed disposal of WHB, be applied towards repayment of bank borrowings and working capital. Based on the audited consolidated accounts of Boustead and its subsidiaries for the financial year ended 31 March 2002 (FY 2002) and the audited accounts of WHB for the same year, the net book value of WHB (including the assets to be transferred to WHB, as described in the conditions above) is S$10.5 million and the net tangible asset value is the same at S$10.5 million. The operating profit before income tax attributable to WHB based on its audited accounts for FY 2002 is S$1.1 million. The Group expects to record a gain in the current financial year of approximately S$3.9 million arising from the proposed disposal of WHB. The proposed disposal outlined above is expected to have the following financial effects on Boustead: (a) the net tangible asset per share of Boustead will be increased from S$0.24 to S$0.26, assuming that the proposed disposal had been effected at the end of FY 2002; (b) the loss per share of Boustead will be increased from S$0.029 to S$0.031, assuming that the acquisitions had been completed at the beginning of FY 2002. None of the Directors of Boustead, or, as far as Boustead is aware, its controlling shareholders, has any interest, direct or indirect, in the proposed disposal of WHB. CHARTERED SEMICON: Adjusts Convertible Notes' Price --------------------------------------------------- In connection with Chartered Semiconductor Manufacturing Ltd.'s previously announced rights offering on October 10, 2002, the Company delivered an Officers' Certificate to the trustee under its 2.50 percent Senior Convertible Notes Due 2006 relating to the adjustment of the conversion price of the notes as a result of the rights offering. Based on the number of ordinary shares issued (directly or in the form of ADS's) in the rights offering, the conversion price has been adjusted from S$6.5170 per share (equivalent to approximately US$36.3611 per ADS, based on a fixed exchange rate of US$1.00 = S$1.7923, and the ordinary share-to-ADS ratio of 10:1) to S$4.7980 per share (equivalent to approximately US$26.7701 per ADS). The adjustment is effective retroactively as of September 18, 2002, which was the books closure date for the rights offering. For a copy of the Officers' Certificate dated October 10, 2002 and its Exhibit 99.1, go to http://bankrupt.com/misc/TCRAP_charteredsemicon1011.pdf CHARTERED SEMICONDUCTOR: Lists New Shares in SGX ------------------------------------------------ Chartered Semiconductor Manufacturing Ltd. said 1,109,623,763 new ordinary shares were allotted and issued on October 10, 2002, pursuant to the eight-for-ten renounceable rights offering by the Company and that the Company has received the proceeds in respect of such new ordinary shares. The new ordinary shares will be listed and quoted on the Official List of the Singapore Exchange Securities Trading Limited (SGX) with effect from 9.00 a.m. (Singapore time) on October 11, 2002 and the new ordinary shares in the form of American Depositary Shares will be listed and quoted on NASDAQ National Market with effect from 9.00 a.m. (New York City time) on October 11, 2002. CHARTERED SEMICONDUCTOR: Posts Notice of Director's Interest ------------------------------------------------------------ Chartered Semiconductor Manufacturing Ltd. posted a notice of changes in Director Premod Paul Thomas' interest: Date of notice to Company: 10 Oct 2002 Date of change of shareholding: 10 Oct 2002 Name of registered holder: Premod Paul Thomas Circumstance(s) giving rise to the interest: Others Please specify details: Allotted shares pursuant to the exercise of rights to subscribe for new shares under Chartered's rights offering Shares held in the name of registered holder No. of shares of the change: 14,400 Percentage of issued share capital: 0.00057 Amount of consideration per share excluding brokerage, GST, stamp duties, clearing fee: S$1.00 No. of shares held before change: 18,000 Percentage of issued share capital: 0.00072 No. of shares held after change: 32,400 Percentage of issued share capital: 0.0013 Holdings of Director including direct and deemed interest Deemed Direct No. of shares held before change: 0 18,000 Percentage of issued share capital: 0 0.00072 No. of shares held after change: 0 32,400 Percentage of issued share capital: 0 0.0013 Total shares: 0 32,400 FLEXTECH HOLDINGS: Closing Register of Loan Stockholders -------------------------------------------------------- Flextech Holdings Limited, pursuant to the terms of issue of the $22,000,000 Principal Amount of 2.25 percent Unsecured Loan Stock Due 2002 (Loan Stock 2002), the interest on the Loan Stock 2002 will be paid on 23 October 2002 for the period 24 April 2002 to 23 October 2002 (both dates inclusive). Notice is hereby given that the Register and Transfer Books of Loan Stockholders of the Company will be closed on 18 October 2002 for the purpose of determining persons entitled to the payment of interest on the Loan Stock 2002 on 23 October 2002. Duly completed transfers of the Loan Stock 2002 received by the Company's Registrar, Lim Associates (Pte) Ltd, 10 Collyer Quay #19-08, Ocean Building, Singapore 049315 up to 5.00 p.m. on 17 October 2002 will be registered for this purpose. INTEREST WITHOUT TAX DEDUCTION Singapore income tax at 15 percent is deductible from interest paid on the Loan Stock 2002 to holders thereof not known to the Company to be resident in Singapore for income tax purposes. If you are resident of Singapore for income tax purposes and wish to receive interest on your Loan Stock 2002 without any tax deductions, you should submit to Flextech Holdings Limited, c/o The Company's Registrar (if you hold Loan Stock certificate) or The Central Depository (Pte) Ltd (CDP) (if you are the Depositor) not later than the close of business on 17 October 2002 a Declaration duly completed, and signed before a witness. The Declaration is not a Statutory Declaration and therefore need not be signed before a Commissioner for Oaths. If you are a body corporate and are holding Loan Stock 2002 as a nominee, you should together with your Declaration, submit to the Company's Registrar (if you hold Loan Stock certificate) or the CDP (if you are a Depositor) a Letter of Undertaking. If you are entitled to the Loan Stock 2002 interest, and have not received the form, you may obtain a copy from the CDP. If your Declaration is in order, the interest due on your Loan Stock 2002 on 23 October 2002 will be paid to you without taxation. In August, TCR-AP reported that the shares of the Company declined S$0.015 or 6.38 percent at a new all time low of 0.22 on concerns that it may have difficulties in raising funds to meet debt payments. Flextech Holdings will continue in its efforts towards raising funds for additional working capital and further reduction of bank borrowings. For inquiries, contact Flextech Holdings Limited's Marcus Kok at telephone 6295-3433. INTRACO LIMITED: Unit Enters Voluntary Liquidation -------------------------------------------------- The Board of Directors of Intraco Limited announced that Hexa Timber (S) Pte Ltd, a dormant subsidiary of the Company, has been placed in members' voluntary liquidation on October 7, 2002. The above liquidation is not expected to have any material effect on the net tangible assets and earnings per share of the Intraco Group for the financial year ending 31 December 2002. According to an earlier report from TCR-AP, the High Court of Singapore has approved the Capital Reduction of Intraco Limited on July 2, 2002 following the filing of an office copy of the Court Order with the Registrar of Companies and Businesses in Singapore. On the Effective Date, the nominal amount of all shares in the capital of Intraco, both issued and unissued, has been reduced from S$1.00 to S$0.50. ISOFTEL LIMITED: Posts Change in Shareholder's Interest ------------------------------------------------------- Isoftel Limited posted a notice of changes in substantial shareholder Au Sai Chuen's interest: Date of notice to Company: 10 Oct 2002 Date of change of deemed interest: 09 Oct 2002 Name of registered holder: Citibank Nominees (Singapore) Pte Ltd Circumstance(s) giving rise to the interest: Sale initiated by financial institution to meet obligations Shares held in the name of registered holder No. of shares of the change: 20,000 Percentage of issued share capital: 0.009 Amount of consideration per share excluding brokerage, GST, stamp duties, clearing fee: S$0.045 No. of shares held before change: 39,938,000 Percentage of issued share capital: 17.45 No. of shares held after change: 39,918,000 Percentage of issued share capital: 17.441 Holdings of Substantial Shareholder/Director including direct and deemed interest Deemed Direct No. of shares held before change: 39,938,000 25,000 Percentage of issued share capital: 17.45 0.01 No. of shares held after change: 39,918,000 25,000 Percentage of issued share capital: 17.441 0.01 Total shares: 39,918,000 25,000 Percentage of shareholding calculated based on 228,868,152 shares in issue as of October 10, 2002. TCR-AP reported earlier that Isoftel Ltd revealed a net loss of S$29.062 million in the fiscal year 2001 against a profit of 294,000 in 2000. The Board of Directors announced in September 2001 that the first half-year results of the Company and Group are expected to be worse than anticipated. The businesses of the Company and Group, faced with significant slowdown in the telecommunications industry, more particularly, in the US and Asian markets, have declined substantially in the last 2 quarters. The Group also is facing the growing trend of delayed investments from customers who, in anticipation of the continued worsening economic situation, have opted for prudence and prefer to defer any new expansionary investment plans. =============== T H A I L A N D =============== KARAT SANITARYWARE: Kohler Bids Bt40.70/Share for 19.33% Stake -------------------------------------------------------------- Kohler Co. of the U.S.A. has offered a tender price of Bt40.70 per share for 9.12 million ordinary shares or 19.33 percent of Karat Sanitaryware Public Company Limited, the Nation newspaper reported. The tender offer period of 45 business days runs from October 7 to December 11, 2002, both days inclusive, from 9am to 4.30pm on every business day. In September, Karat Sanitaryware signed a Refinancing Loan Agreement and Land Sale and Purchase Agreement with Kohler, where Tranche A totals US$17.50 Million and Tranche B US$650 Million. Karat Sanitaryware produces sanitaryware such as bathtub, septic tank, grease trap, water tank and air pump under the tradename of YASUNAGA. TPI POLENE: Plummets on News of Creditor Meeting Cancellation ------------------------------------------------------------- TPI Polene tumbled 5.6 percent to end at THB13.50 on news that the central bankruptcy court canceled last Wednesday a hearing to mediate between the cement maker and its creditors. TCR-AP reported earlier that the court delayed until November a hearing on whether Effective Planners, which represents creditors of Thai Petrochemical Industry Plc (TPI), will be removed as its debt planner, after a Tuesday hearing failed to reach a decision. Judge Kamol Teeravetponkul said the court would hold a hearing on the case from November 5 until December 17. Siam City Cement has been in talks to acquire TPI Polene. 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 publication in any form (including e-mail forwarding, electronic re-mailing and photocopying) is strictly prohibited without prior written permission of the publishers. Information contained herein is obtained from sources believed to be reliable, but is not guaranteed. The TCR -- Asia Pacific subscription rate is $575 for 6 months delivered via e-mail. Additional e-mail subscriptions for members of the same firm for the term of the initial subscription or balance thereof are $25 each. 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