/raid1/www/Hosts/bankrupt/TCRAP

/raid1/www/Hosts/bankrupt/TCRAP_Public/021018.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 Friday, October 18, 2002, Vol. 5, No. 207 Headlines A U S T R A L I A COLES MYER: Lew Ups Stake to 7.4% PMP LIMITED: Expects First-half Profit Below Year Ago PMP LIMITED: Shares Experience Slight Dive on Profit Warning C H I N A & H O N G K O N G A4 TRADING: Winding Up Petition Pending CHEUNG KONG: Sells Victoria Towers Units for HK$226.53M CHEUNG SHUN GUARDING: Winding Up Petition Set for November 13 EVERLEGEND HOLDINGS: Winding Up Petition Slated for November KEN-EDD INDUSTRIAL: Hearing of Winding Up Petition Set MULTI UNION: Facing Winding Up Petition I N D O N E S I A BANK CENTRAL: Salim Transfers 2% Stake to IBRA J A P A N BANDAI RESORT: Resort Developer Files for Civil Rehabilitation DAIEI INC.: Expects to Post JPY9B Pretax Profit in First Half DAIEI INC.: Increases Capital by JPY10B Via Share Issue MITSUBISHI CHEMICAL: Transfers Hard Disk Biz to Showa Denko MITSUBISHI MOTORS: DaimlerChrysler Injects EUR250M in Carmaker MITSUBISHI MOTORS: Increases Capital to JPY83B to Pay Debt NIPPON STEEL: Supplies Steel for Daihatsu Minicar NIPPON TRAVEL: JR West to Take Control of Travel Agency SOFTBANK CORP: Sells Stake in Korea First Bank Fund K O R E A DAEWOO MOTOR: KDB Holds 33% Stake GMDAT HANBO STEEL: AK Capital Cuts Stake Offer by 3.5% M A L A Y S I A ABRAR CORPORATION: FIC Approves Restructuring Proposals AUTOWAYS HOLDINGS: KLSE Dumps Application for Extension of Time FW INDUSTRIES: KLSE Allows Extension of Time HIAP AIK: Says No Change in Payment Default Status JASATERA BERHAD: FIC Gives Nod on Recapitalization Exercise LION CORPORATION: Creditors Favor Megasteel's Debt Restructuring LION CORPORATION: Reaches Share Swap Deal With Lembaga Tabng MGR CORPORATION: Moratorium Period Extended to October '03 RASHID HUSSAIN: UBG Shareholders OK 48.8% Stake Acquisition RENONG BERHAD: Seeks Buyer of 49.04% Park May Stake SUNWAY HOLDINGS: Sunway Management Disposes Of Asset TAI WAH: White Knights Agree to Extend MoA Validity TAJO BERHAD: Restructuring Proposal Gets Approval From FIC P H I L I P P I N E S FIRST E-BANK: Depositors Benefit From Buyout PHILIPPINE LONG: Stock Faces Pressure as FirstPac Attempts Sale PICOP RESOURCES: Court Orders Alvarez to Execute Logging Permit PILIPINO TELEPHONE: ASM Set for December 4 RFM CORPORATION: Reveals More Meat Business Transfer Info URBAN BANK: Shareholders Urged to Surrender UB Certificates S I N G A P O R E ASIA PULP: Meeting With Bondholders in New York This Week CHEW EU: Proposes Scheme of Arrangement FASTECH SYNERGY: Slips Into the Red With 9-mth, $3.4M Loss NEPTUNE ORIENT: Posts Notice of Shareholder's Interest T H A I L A N D BANGCHAK PETROLEUM: Government Refuses to Provide Financial Aid DATAMAT PLC: Board Names New Chief Executive GENERAL ENGINEERING: Inks Debt Rehab Deal With Asia Credit N.T.S. STEEL: Administrator Considers Millennium Steel Offer N.T.S. STEEL: Millennium Steel Buying Tendered Securities TELECOMASIA CORP: Sees Drop in Dollar Debts THAI CANE PAPER: Cuts Debt by 22% THAI CANE PAPER: Will Boost Capital to Repay Debt - - - - - - - - ================= A U S T R A L I A ================= COLES MYER: Lew Ups Stake to 7.4% --------------------------------- Solomon Lew, through his company Premier Investments, has increased his stake in ailing retailer Coles Myer to 7.4 percent, with a recent purchase of 18 million shares worth $115 million, ABC News reported. The dissident Coles Myer director has spent close to $200 million over the past couple of weeks increasing his holdings. The move will give Lew more voting power at the annual general meeting in November, where 8 out of ten members of the board is trying to oust him. PMP LIMITED: Expects First-half Profit Below Year Ago ----------------------------------------------------- Melbourne-based media group PMP Limited expects its first half result to be below that of the previous year if the current market conditions continue, chief executive Bob Muscat said. Chairman James Donnelly also said a previously announced four- year debt facility, which has cut debt funding costs, meant that dividend payments would continue to be suspended until the half year ended December 2003. PMP reported in August a A$27.13 million net profit for 2001/02, compared with a A$500.87 million loss a year earlier. PMP LIMITED: Shares Experience Slight Dive on Profit Warning ------------------------------------------------------------ Shares of PMP Limited were down 7.7 percent at 96 cents after the media services company warns that the first-half result for 2003 will likely be below the previous first-half report, according to Dow Jones Newswires. PMP added that the first quarter result would slightly be worse than expected. The company also said it would not pay dividends until at least December 2003. ================================ C H I N A & H O N G K O N G ================================ A4 TRADING: Winding Up Petition Pending --------------------------------------- The petition to wind up A4 Trading Limited is set for hearing before the High Court of Hong Kong on November 13, 2002, at 10:30 am. Wong Pui Man, whose address is located at Flat D, 20th Floor, Tien Sing Mansion, Taikoo Shing, Hong Kong filed the petition with the said court last September 5, 2002. CHEUNG KONG: Sells Victoria Towers Units for HK$226.53M ------------------------------------------------------- Cheung Kong Holdings has sold 37 units in its Victoria Towers development in Tsim Sha Tsui since September for a total of HK$226.53 million, AFX Asia reported. The units have been sold at a price of HK$4,564-5,763 per square foot, the report said. TCR-AP reported in August that credit agency Standard & Poor's downgraded its outlook for conglomerate Cheung Kong to negative. The credit agency said the downgrade reflected the challenges facing Hong Kong's property market, and continuing uncertainty over the telecommunications investments of Cheung Kong's 49.9 percent owned conglomerate Hutchison Whampoa. CHEUNG SHUN GUARDING: Winding Up Petition Set for November 13 ------------------------------------------------------------- Cheung Shun Guarding Sevice (Hong Kong) Company Limited is facing a winding up petition, which is slated to be heard before the High Court of Hong Kong on November 13, 2002 at 10:00 am. Wing Lung Bank Limited of 45 Des Voeux Road Central, Hong Kong filed the petition last August 29, 2002. EVERLEGEND HOLDINGS: Winding Up Petition Slated for November ------------------------------------------------------------ Everlegend Holdings Limited is facing a winding up petition, which is slated to be heard before the High Court of Hong Kong on November 13, 2002 at 10:00 am. Wing Lung Bank Limited of 45 Des Voeux Road Central, Hong Kong filed the petition last August 29, 2002. KEN-EDD INDUSTRIAL: Hearing of Winding Up Petition Set ------------------------------------------------------ The petition to wind up Ken-Edd Industrial Company Limited is scheduled before the High Court of Hong Kong on November 13, 2002 at 10:00 am. Nan Fung Finance Limited of 9th Floor, Central Building, 1-3 Pedder Street, Central, Hong Kong, filed the petition with the said court last September 2, 2002. MULTI UNION: Facing Winding Up Petition --------------------------------------- Industrial and Commercial Bank of China (Asia) Limited, whose registered office is situated at ICBC Tower, 122-126 Queen's Road, Central, Hong Kong is seeking for the winding up of Multi Union Limited. The petition was filed last August 22, 2002 at the High Court of Hong Kong, and will be heard before the said court on November 6, 2002 at 10:00 a.m. ================= I N D O N E S I A ================= BANK CENTRAL: Salim Transfers 2% Stake to IBRA ---------------------------------------------- To settle its remaining obligations for misrepresenting the value of assets pledged to the agency, the Salim Group has transferred a 2% stake in PT Bank Central Asia (BCA) to the Indonesian Bank Restructuring Agency (IBRA), IBRA chairman Syafruddin Temenggung said in an AFX-Asia News report. Temenggung, however, did not give further details of the value of the stake. Salim's remaining obligations totaled IDR429 billion after it paid IDR300 billion in cash to help settle the misrepresentation. IBRA took over the group's non-performing loans in 1998 as part of an industry-wide bail-out of the banking sector. In return, Salim pledged assets as collateral to IBRA, but as it overvalued those assets IBRA requested it made up the shortfall by this month. (M&A REPORTER-ASIA PACIFIC, Vol. No.1, Issue No. 206, October 17, 2002) ========= J A P A N ========= BANDAI RESORT: Resort Developer Files for Civil Rehabilitation -------------------------------------------------------------- Bandai Resort Kaihatsu K.K. filed for civil rehabilitation with the Tokyo District Court with liabilities worth 94.6 billion yen, Dow Jones reported Wednesday. According to private research firm Teikoku Databank, the Company has been virtually bankrupt after years of loss-making operations. The Company posted a net loss of 9.26 billion yen in the fiscal year ending March 1997, compared to its revenue in the same year of only 4.47 billion yen. Bandai Resort was set up in 1987 as a developer and management organization of a ski resort, golf courses, spa and highway rest-area facilities. DAIEI INC.: Expects to Post JPY9B Pretax Profit in First Half ------------------------------------------------------------- Supermarket chain operator Daiei Inc. expects to post a pretax profit of 9 billion yen in the six months ending September, 50 percent more than a year earlier but a far cry from the firm's initial forecast of 11 billion yen, the Nihon Keizai Shimbun and Nikkei reported Thursday. Store sales slipped 1.5 percent from the first half of 2001. The ailing retailer managed to reduce group wide interest- bearing liabilities (excluding card operations) during the six months to 1.23 trillion yen from 1.66 yen trillion because of lenders' financial support and the sale of its restaurant operations. DAIEI INC.: Increases Capital by JPY10B Via Share Issue ------------------------------------------------------- Daiei Inc. will increase its capital by about 10 billion yen via the issue of shares to a fund set up by its creditor banks, the Nihon Keizai Shimbun and AFX Asia reported Wednesday. The Company's new shares will be allocated to a fund to be set up by its three creditor banks namely UFJ Bank, Sumitomo Mitsui Banking Corp and Mizuho Corporate Bank and the Development Bank of Japan. The creditors initially planned to set up a 50 billion yen fund by offering their holdings of common and preferred shares in the Company. The government is also supporting the restructuring efforts of the retailer, which has received a rehabilitation designation under the law intended to facilitate corporate restructuring and industry revival. The new fund is expected to become a major shareholder in Daiei. As a result, the creditors will monitor the progress of the Company's restructuring scheme. MITSUBISHI CHEMICAL: Transfers Hard Disk Biz to Showa Denko ----------------------------------------------------------- Mitsubishi Chemical Corporation (MCC) and Showa Denko K.K. (SDK) agreed to transfer MCC Group's hard disk (HD) business to SDK Group on or around January 1, 2003. Subject to transfer are the HD business conducted by Mitsubishi Chemical Infonics Pte Ltd. (MCI)-MCC's fully owned subsidiary in Singapore-as well as all HD-related production/R&D facilities and part of intellectual property owned by MCC. SDK will establish a new subsidiary in Singapore, tentatively named Showa Denko HD Singapore Pte. Ltd. (SHS), to take over the business. MCI's employees engaged in its HD operation will also be transferred to SHS. The agreement has been reached as SDK intends to secure sufficient production capacity to meet growing demand, while MCC continues to restructure its business portfolio through further concentration of its resources on its focused areas. SDK is currently producing HDs through its subsidiary Showa Denko HD (SHD) in Ichihara City, Japan, and memory disks (MDs, aluminum substrate for HDs) in Malaysia, and Oyama, Japan. With the addition of SHS, SDK Group will increase its HD production capacity to 5.3 million pieces a month, consisting of 3.2 million at SHD and 2.1 million at SHS. As a result, SDK Group will become virtually the top HD vendor in the world in terms of technical and production capabilities combined. As SHS is expected to achieve sales of Y12 billion in 2003, SDK's consolidated HD/MD sales for the year will amount to Y45 billion. MCI will continue to be one of the core subsidiaries of MCC's information and electronics businesses and will focus on optical disk and organic photoconductor operations. SDK and MCC will cooperate closely to ensure smooth transfer of the HD business. "The world's HD industry has undergone substantial changes in recent years and is now entering the stage of consolidation. The agreement between SDK and MCC reached this time is quite meaningful and timely," said Mitsuo Ohashi, President & CEO of SDK. "The acquisition will enable us to further strengthen our HD business through an increase in capacity and enhancement of technology. Furthermore, the addition of MCC researchers to our staff and integration of their expertise with SDK's own expertise will lead to development of HDs with further improved quality." In SDK's new medium-term consolidated business plan "Sprout Project," the HD and MD businesses are classified in the category of "Businesses that need restructuring." In view of the growing demand, SDK has decided to acquire MCC Group's HD business as a means to restructure, and strengthen the competitiveness of, HD/MD operations. Showa Denko HD Singapore Pte. Ltd. (SHS) Capital: Approx. Y1 billion Production capacity: 2.1 million pieces of HDs a month President: Yasumasa Sasaki (concurrently serving as President of SHD) Number of employees: Approx. 350 According to TCR-AP, MCP's petrochemicals division plunged into loss in fiscal 2001 due to fall in demand while the earnings of pharmaceuticals increased, supported by consolidation of Mitsubishi Welpharma and introduction of new drugs. The operating profit was a third of the originally forecast amount. The Company plunged into a large net loss as a result of large amount of extraordinary loss incurred due to write-downs of assets and severance payments. Showa Denko - www.sdk.co.jp - is a major manufacturer and marketer of chemical products serving a wide range of fields ranging from heavy industry to the electronic and computer industries. The Company makes petrochemicals (ethylene, propylene), aluminum products (ingots, rods) electronic equipment (hard disks for computers), and inorganic materials (ceramics, carbons). The Company has overseas operations and a joint venture with Netherlands-based Montell and Nippon Petrochemicals to make and market polypropylenes. In March 2001, SDK merged with Showa Denko Aluminum Corporation to strengthen the high-value-added fabricated aluminum products operations, and is today developing next-generation optical communications- use wafers. For further information, contact Nobuhiro Kato, Manager, IR & PR Group, at telephone 81-3-5470-3233, fax 81-3-3431-6442 or via e- mail at nobuhiro_kato@sdk.co.jp. MITSUBISHI MOTORS: DaimlerChrysler Injects EUR250M in Carmaker -------------------------------------------------------------- DaimlerChrysler AG is planning to inject another 250 million euros into Mitsubishi Motors Co. next year as part of a 680 million euros capital increase that the Japanese carmaker is planning, German magazine Kapital and Dow Jones reported Wednesday. Mitsubishi would issue 465 million euros worth of shares and a convertible bond valued at 215 million euros. The move aims to reduce Mitsubishi's debt-to-equity ratio to 65 percent from around 80 percent. It would help Mitsubishi to pay back short-term bonds in the next year and cover the costs of developing 12 new models by the end of 2004. MITSUBISHI MOTORS: Increases Capital to JPY83B to Pay Debt ---------------------------------------------------------- Mitsubishi Motors Corporation will consider beefing up its capital by 680 million euros (83 billion yen) next year to pay off its debts and finance the development of new cars, the German magazine Kapital and Kyodo News reported. TCR-AP reported last month that Mitsubishi Motors Corporation's interest bearing debt expects to fall sharply after a spin off its truck business. By March 2003, the carmaker expects its debt to fall to JPY870 billion (US$7.16 billion) versus a previous target of JPY1.2 trillion yen and an actual JPY1.3 trillion yen at the end of March 2002. DaimlerChrysler is taking a 43 percent stake in the new truck and bus business while other Mitsubishi group companies will take up 15 percent. The transaction will transfer some JPY210 billion of debt out of Mitsubishi Motors into the new entity. NIPPON STEEL: Supplies Steel for Daihatsu Minicar ------------------------------------------------- Daihatsu Motor Co. is using high-tensile steel plates in the side panels of the Move minicar supplied by Nippon Steel Corporation and NKK Corporation. Each Company will supply Daihatsu with some 300-400 tons of side panels per month. Daihatsu is using Nippon Steel's product for the right side of the Move and NKK's product for the left. By using the steels, Daihatsu said it could use fewer reinforcing components and reduce the car's weight. Tokyo's Nippon Steel Corporation revealed a group net loss of 28.4 billion yen in the year to March 31 from the 26.49 billion yen profit the year before, hit mainly by valuation losses on its securities holdings. As of March 2001, Nippon Steel had total assets of US$14 billion against liabilities of US$25.2 billion. NIPPON TRAVEL: JR West to Take Control of Travel Agency ------------------------------------------------------- West Japan Railway Company (JR West) will make Nippon Travel Agency Co. a subsidiary through third-party allotment of shares totaling 6 billion yen, Japan Times reported Thursday. The transaction, which is scheduled for December 5, will bring the total to 77.7 percent. Nippon Travel was hit hard by the impact of the September 11, 2001 terrorist attacks in the United States and the prolonged economic slump in Japan. After a merger plan with Kinki Nippon Tourist Co. broke down in February, Nippon Travel drew up a fresh rehabilitation program with an eye to listing its stock in 2007, and has been looking for sponsors for the third-party allotment. For the January-June period, Nippon Travel posted operating losses of 3.2 billion yen and pretax losses of 2.9 billion yen on sales of 24 billion yen. For the full calendar year, the Company expects net losses of between 1.2 billion yen and 1.3 billion yen. The Company has about 3,500 employees. SOFTBANK CORP: Sells Stake in Korea First Bank Fund --------------------------------------------------- Softbank Corporation sold its stake in a fund that partly owns Korea First Bank but would not confirm a report that the sale price was 17 billion yen ($136.5 million), Reuters and Nihon Keizai Shimbun reported Thursday. The report said Softbank earned a capital gain of one billion yen on the sale of its stake in the revitalization fund and planned to use the proceeds for its ADSL (asymmetric digital subscriber line) operations. "We have sold the stake as part of our plans to concentrate resources on our broadband business," Softbank spokesman Katsumasa Tochihara said on Thursday, without confirming the price or other details of the sale. Softbank issued 188.67 billion yen in interest-bearing bonds, of which 21.5 billion yen are expected to mature by December and 43.6 billion yen by March 2004. The Company posted a net loss of 88.76 billion yen in the year ended in March, versus a profit of 36.63 billion yen a year earlier, because of soured overseas investments and the steep costs of setting up its ADSL business. ========= K O R E A ========= DAEWOO MOTOR: KDB Holds 33% Stake GMDAT --------------------------------------- The Korea Development Bank decided to invest a total of $1.6 billion, including $750 million loan carrying a fixed 6 percent annual interest rate, in GM-Daewoo Auto & Technology Co., the Korea Herald reported Thursday. The latest decision will make the KDB the second largest shareholder in GMDAT with a 33 percent stake after General Motors with 42.1 percent. GM's Japanese and Chinese affiliates, Suzuki Motor and Shanghai GM, will own 14.9 percent and 10 percent of GMDAT, respectively. Announcing the creditors' sharing scheme for additional $2 billion loan to GMDAT, KDB will acquire $1.6 billion of the total, with three other commercial banks namely Woori, Chohung and Korea Exchange offering $200 million, $100 million and $100 million, respectively, which will be tied to market interest rates. The new entity plans to hold a ceremony marking the launch within this month. GMDAT will have its headquarters in Bupyeong, West of Seoul. The Korean carmaker Daewoo Motor will split into five units namely GMDAT, Daewoo's Bupyeong plant, Busan bus plant, Gunsan commercial vehicle plant and its surviving entity. HANBO STEEL: AK Capital Cuts Stake Offer by 3.5% ------------------------------------------------ AK Capital LLC, a Dutch-based investment Company, will acquire Hanbo Iron & Steel Co. for $387 million, 3.5 percent less than it offered in March, the Thursday edition of Korea Economic Daily and Bloomberg said. AK and Hanbo creditors may sign an agreement by next week. AK will also buy Hanbo Corp. and Hanbo Energy Co. for $10 million in addition to buying Hanbo's assets for $377 million. The government's failure to agree to a sale after it rejected a $2 billion offer from Posco in 1997 led to a deterioration in Hanbo's plants and equipment that helped drag down the sale price by about four-fifths. =============== M A L A Y S I A =============== ABRAR CORPORATION: FIC Approves Restructuring Proposals ------------------------------------------------------- Public Merchant Bank Berhad, on behalf of Abrar Corporation Berhad (Special Administrators Appointed), is pleased to announce that the Foreign Investment Committee (FIC) had, vide its letter received on 15 October 2002, approved the Proposed Share Exchange, the Proposed Debt Settlement, the Proposed Acquisitions and the Proposed Offer for Sale. The said FIC's approval is subject to OilCorp Berhad having a 30 percent direct Bumiputera equity interests upon implementation of the Proposals. AUTOWAYS HOLDINGS: KLSE Dumps Application for Extension of Time --------------------------------------------------------------- The Kuala Lumpur Stock Exchange (KLSE) has rejected the application of Autoways Holdings Berhad for an extension of time to comply with the obligation in relation to the regularization of financial condition, as set out in paragraph 5.1 of PN4 of the KLSE Listing Requirements. Autoways' Proposed Restructuring Scheme is in the process of being finalized and is subject to the signing of conditional sale and purchase agreements. The scheme includes capital reduction and consolidation, set-off of share premium against accumulated loss, scheme arrangement, settlement, disposal/liquidation of AHB Group other than ACSB, acquisition of proposed subsidiaries by Newco, special issue, waiver from the mandatory take-over offer requirements, and transfer of listing status. FW INDUSTRIES: KLSE Allows Extension of Time -------------------------------------------- With regards to the application of FW Industries Berhad (FWI) to the Kuala Lumpur Stock Exchange for an extension of time to release the Requisite Announcement, the Exchange had on 15 October 2002 approved an extension of time from 3 October 2002 to 3 November 2002 to enable the Company to announce its Requisite Announcement to the Exchange for public release. FWI is in the midst of obtaining the approvals-in-principle from its creditors for its proposed corporate and debt restructuring scheme. HIAP AIK: Says No Change in Payment Default Status -------------------------------------------------- Further to the announcement made on 27 September 2002 pertaining to the default in payment in relation to Practice Note No. 1/2001, Hiap Aik Construction Berhad (Special Administrators Appointed) (HACB) wishes to announce that there is no change to the status in respect of the default in payment in registered holders of 8 percent Irredeemable Convertible Unsecured Loan Stocks 2001/2006 (ICULS). TCR-AP reported in July that the default in payment of half- yearly interest of RM967,342 to the registered holders of 8 percent Irredeemable Convertible Unsecured Loan Stocks 2001/2006 (ICULS) was due and payable on 30 June 2002. The construction firm defaulted in its payment due to its adverse cash flow position arising from losses incurred in recent years. JASATERA BERHAD: FIC Gives Nod on Recapitalization Exercise ----------------------------------------------------------- Public Merchant Bank Berhad, on behalf of the Board of Directors of Jasatera Berhad, is pleased to announce that the Foreign Investment Committee had, in its letter dated 8 October 2002 received on 15 October 2002, approved the Revised Proposed Recapitalization Exercise. LION CORPORATION: Creditors Favor Megasteel's Debt Restructuring ---------------------------------------------------------------- The Directors of Lion Corporation Berhad (LCB) are pleased to announce that further to the announcement dated 25 September 2002, the non-financial institution creditors Class II of Megasteel Sdn Bhd, a subsidiary of LCB, have at their adjourned scheme meeting convened earlier Wednesday pursuant to Section 176 of the Companies Act, 1965 voted unanimously in favor of the scheme of arrangement between Megasteel and its creditors to facilitate the settlement of Megasteel's debts owed to the Scheme Creditors. With the conclusion of the aforesaid meeting, all the scheme meetings of Megasteel under the Proposed Scheme have been completed. LION CORPORATION: Reaches Share Swap Deal With Lembaga Tabng ------------------------------------------------------------ The Directors of Lion Corporation Berhad (LCB) said in a Kuala Lumpur Stock Exchange disclosure that they have reached an agreement with Lembaga Tabung Angkatan Tentera (LTAT) on the final exchange ratio for the Proposed Share Swap. The parties have agreed that the LCB Group shall exchange 47,274,317 LLB Shares for 40,135,777 ACB Shares held by LTAT. The final exchange ratio (which represent an exchange ratio of approximately 1.18 LLB Shares for 1 ACB Share) was arrived at following negotiations on willing buyer-willing seller basis and is based on the theoretical market prices of LLB Shares and ACB Shares on 16 July 2002 of RM0.4065 per LLB Share and RM0.4788 per ACB Share and after adjusting for the proposed capital reconstruction exercises of LLB and ACB respectively. On 12 July 2002, LCB announced that the Securities Commission (SC) had approved the relevant proposals within the proposed debt restructuring exercises, divestment programs and corporate restructuring exercises for the LCB group of companies. Under the Proposed LCB Scheme, the LCB Group has proposed to, inter alia, exchange its holdings of ordinary shares of RM1.00 each in LLB after adjusting for the proposed capital reconstruction exercise of LLB for ordinary shares of RM1.00 each in ACB held by LTAT after the proposed capital reconstruction exercise of ACB (Proposed Share Swap). LCB had earlier announced that the final exchange ratio would be agreed between LCB and LTAT after the receipt of the SC's approval for the Proposed LCB Scheme taking into account the market prices of LLB Shares and ACB Shares prevailing at that point in time and after adjusting for the proposed capital reconstruction exercises of LLB and ACB respectively. On 19 July 2002, LCB announced that the issue price of the new LCB Shares to be issued pursuant to the Proposed LCB Scheme has been fixed at RM1.00 per share after taking into account the theoretical market price of LCB Shares, calculated based on the weighted average market price of LCB Shares for the 5 days up to 16 July 2002 and after adjusting for the proposed capital reconstruction exercise of LCB. However, the issue price for the new LCB Shares to be issued in settlement of the purchase considerations for the proposed acquisition of all the ACB shares held by parties deemed connected to Tan Sri William Cheng Heng Jem and Datuk Cheng Yong Kim, has been fixed at RM1.05 per share. MGR CORPORATION: Moratorium Period Extended to October '03 ---------------------------------------------------------- MGR Corporation Berhad (Special Administrators Appointed) said in a disclosure to the Kuala Lumpur Stock Exchange that the Moratorium under Section 41 of the Pengurusan Danaharta Nasional Berhad Act 1998, which took effect from date of appointment of Special Administrators on 11 October 2001, has been extended to 10 October 2003. During the period of the moratorium, no creditor may take any action against the Company, except in accordance with Section 41. MGR said that all dealings and inquiries may be directed to the Special Administrators. TCR-AP reported last week that the Ministry of International Trade and Industry (MITI) has 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. RASHID HUSSAIN: UBG Shareholders OK 48.8% Stake Acquisition ----------------------------------------------------------- In disclosure to the Kuala Lumpur Stock Exchange (KLSE), shareholders of Utama Banking Group Bhd (UBG) have approved the company's proposed acquisition of 121 million shares or 26.1% of Rashid Hussain Bhd (RHB) and eight million RHB Warrants-C from Tan Sri Abdul Rashid Hussain. The shareholders also gave the green light to UBG to acquire 105.13 million shares in RHB representing 22.7% interest of RHB from Malaysian Resources Corporation Bhd, a total 48.8% stake in RHB from two parties. UBG said the EGM also approved the proposed disposal of its entire paid up capital in Bank Utama (Malaysia) Bhd. (M&A REPORTER-ASIA PACIFIC, Vol. No.1, Issue No. 206, October 17, 2002) RENONG BERHAD: Seeks Buyer of 49.04% Park May Stake --------------------------------------------------- In a statement to the Kuala Lumpur Stock Exchange (KLSE), Park May Bhd managing director Mohamad Fakhri Abd Rashid said Renong Bhd is still searching for parties to acquire its 49.04% stake in the debt-laden bus operator Park May. Park May made a net loss of RM12.97 million for the financial year ended June 30, 2002. It had accumulated losses of RM78.24 million and it had long-term borrowings of RM110.27 million. Park May and Kumpulan Kenderaan Malaysia Bhd (KKMB) had on February 18, signed an agreement for the proposed backdoor listing of KKMB via Park May. However, the agreement was terminated on July 16, as both parties could not agree on the issue of mandatory offer for Park May shares. Park May operates the Plusliner budget coach service and NICE luxury express service. It has 17 subsidiaries comprising five express bus companies and 12 stage bus operators nationwide. (M&A REPORTER-ASIA PACIFIC, Vol. No.1, Issue No. 206, October 17, 2002) SUNWAY HOLDINGS: Sunway Management Disposes Of Asset ----------------------------------------------------- Pursuant to Chapter 10, Paragraph 10.08 of the Kuala Lumpur Stock Exchange (KLSE) Listing Requirements, Sunway Holdings Incorporated Berhad (Suninc) wishes to inform the Exchange that Sunway Management Sdn Bhd (SMSB), a wholly owned subsidiary of Suninc has on 16 October 2002 disposed off a unit of second-hand Honda C100 motorcycle to Sunway Pyramid Sdn Bhd (SPSB), a 52 percent owned subsidiary of Sunway City Berhad (Suncity) for a total cash consideration of RM2,000.00. SMSB is a wholly owned subsidiary of Suninc with an authorized and paid-up share capital of RM500,000/- divided into 500,000 ordinary shares of RM1/- each and RM20,000/- divided into 20,000 ordinary shares of RM1/- each respectively. Its principal activity is provision of secretarial and share registration services. SPSB is a 52 percent owned subsidiary of Suncity with an authorized and paid-up share capital of RM1,000,000,000.00 divided into 990,000,000 ordinary shares of RM1.00 each and 100,000,000 Redeemable Preference Shares (RPS) of RM0.10 each and RM108,182,907.70 divided into 100,000,000 ordinary shares of RM1/- each and 81,829,077 RPS of RM0.10 each respectively. Its principal activity is shopping mall operator. The purchase consideration of RM2,000.00 was arrived at after taking into consideration indicative prices of similar vehicle advertised for sale. The total proceeds arising from the disposal shall be used as working capital by SMSB. SMSB's original investment for the above vehicle was RM2,292.60. Sunway Holdings' said the disposal would not have any material effect on the net tangible assets and earnings of Suninc. TAI WAH: White Knights Agree to Extend MoA Validity --------------------------------------------------- Tai Wah Garments Manufacturing Berhad (TWGB) said in a Kuala Lumpur Stock Exchange disclosure that the garments firm and Tangkai Jaya Sdn Bhd, Hock Der Realty Sdn Bhd, Setegap Jaya Sdn Bhd and parties acting in concert with them (White Knights) have on 16 October 2002 signed a letter of agreement to extend the validity of the MOA for another four weeks from 16 October 2002 to enter into an agreement for the formulation of the proposed restructuring scheme of TWGB and the implementation thereof. TWGB on 2 July 2002 announced the first phase of its proposed restructuring scheme comprising the disposal of the entire equity interest in Tai Wah Garments Industry Sdn Bhd and 47 parcels of land and/or buildings for a total cash consideration of RM43.78 million (Phase 1 Proposal). The salient terms of the MOA are set out below: 1. The indicative components of Phase 2 of the Proposed Restructuring Scheme shall comprise, inter-alia, the following: (i) The proposed incorporation or setting up of a newly incorporated company (Newco); (ii) The proposed scheme of arrangement with the shareholders of TWGB in relation to the reduction of the existing issued and paid-up share capital of TWGB from RM106 million comprising 106 million ordinary shares of RM1.00 each to RM10.6 million by the cancellation of RM0.90 of the par value of each existing TWGB share reducing the par value to RM0.10 per share. Upon completion of the aforesaid cancellation, the issued and paid-up share capital of TWGB will be consolidated on the basis of every ten (10) ordinary shares of RM0.10 each in TWGB into one (1) ordinary share of RM1.00 each, resulting in the issued and paid-up share capital of TWGB to be RM10.6 million comprising 10.6 million shares of RM1.00 each. The consolidation will be followed by an exchange of all the existing shares in the Company for ten million six hundred thousand (10,600,000) new ordinary shares of RM1.00 each in Newco; (iii) The proposed settlement between TWGB and its creditors involving the issuance of 17,255,000 new ordinary shares of RM1.00 each or other financial instrument(s) in Newco to the creditors as full and final settlement of the outstanding debts due from TWGB to the creditors after a debt waiver and set-off of proceeds from the Phase 1 Proposal; (iv) The proposed acquisition of White Knight Assets by Newco from the White Knights at the purchase consideration to be mutually agreed upon by the parties herein; such consideration shall be in the form of new ordinary shares of RM1.00 each and/or other financial instrument(s) in the Newco (Proposed Acquisitions); (v) The proposed exemption to the Vendors from the obligations of making a mandatory general offer for the remaining shares in Newco not already owned by them upon completion of the Proposed Acquisitions pursuant to the provisions of the Malaysian Code on Take-overs and Mergers, 1998; (vi) The proposed offer for sale/placement of Newco shares/financial instruments by the Vendors to the general public to meet the 25% public spread requirement of the KLSE; and (vii) The proposed listing and quotation of all new ordinary shares of Newco. TAJO BERHAD: Restructuring Proposal Gets Approval From FIC ---------------------------------------------------------- Public Merchant Bank Berhad is pleased to announce on behalf of Tajo Berhad, that the Foreign Investment Committee (FIC) has, vide its letter dated 3 October 2002, which was received on 16 October 2002, approved the Proposed Restructuring Exercise. The approval from the FIC for the Proposed Restructuring Exercise is subject to Mithril Berhad meeting the minimum Bumiputera requirement of 30 percent upon listing on the Kuala Lumpur Stock Exchange. In addition, Tajo/Mithril is required to inform the FIC upon full implementation of the Proposed Restructuring Exercise. ===================== P H I L I P P I N E S ===================== FIRST E-BANK: Depositors Benefit From Buyout -------------------------------------------- After the Monetary Board of the Bangko Sentral ng Pilipinas approved last month Banco de Oro's bid to acquire the branches of Metro Pacific Corp's thrift bank, First e-Bank, the bank's depositors will benefit from a much bigger network, the Sun Star Daily reported, citing Banco de Oro area head Dandy Yap. "For First e-Bank depositors, it will mean a much bigger network, totaling more than 180 branches worldwide. With information technology and the network of Banco de Oro, it's for the better," First e-Bank area head Jimmy Go said. Mall king Henry Sy, owner of the Shoemart chain, owns universal bank Banco de Oro. (M&A REPORTER-ASIA PACIFIC, Vol. No.1, Issue No. 206, October 17, 2002) PHILIPPINE LONG: Stock Faces Pressure as FirstPac Attempts Sale --------------------------------------------------------------- Shares of Philippine Long Distance Telephone Co. (PLDT) declined 1.64 percent Wednesday on concerns that the stock faces further pressure as parent First Pacific Co continues its attempt to sell its controlling stake in the Company, AFX Asia reports. PLDT earlier hit a record low of 238 pesos, the lowest since the Manila and Makati bourses were unified in 1994. The report said that the ownership issue is a clear problem for the stock, especially with the Company's traditional fixed line business facing the prospect of faltering income while its debt burden remains an issue. Investors are now worried that First Pacific could sell its holding at well below the more than 1,000 pesos valuation offered by the Gokongwei group. An analyst with a local brokerage said concerns over PLDT's debt burden remain although it has been able to refinance some debt. PLDT has so far raised US$644 million for debt refinancing. It has US$1.3 billion in debt maturing in 2004. PICOP RESOURCES: Court Orders Alvarez to Execute Logging Permit --------------------------------------------------------------- PICOP Resources Inc. announced that the Quezon City Regional Trial Court has ordered Environment and Natural Resources Secretary Heherson Alvarez to execute the Company's delayed logging permit for its concession in Surigao del Sur, AFX News reports. PICOP sought a court order against Alvarez after he declined to sign the logging permit on the grounds that it was against the good governance policy of President Gloria Arroyo. The Company said the court ruled that the Company was covered by a 1969 presidential warrant, which remains in force as long as its operations continue. According to Wright Investors Service, PICOP Resources Incorporated at the end of 2001 had negative working capital, as current liabilities were 1.71 billion pesos while total current assets were only 1.29 billion pesos. PILIPINO TELEPHONE: ASM Set for December 4 ------------------------------------------ Pilipino Telephone Corporation (PLTL) announced that its annual stockholders' meeting (ASM) would be held on December 4, 2002 at 3:00 P.M. in the afternoon to be held at Astoria Plaza, J. Escriva Drive, Ortigas Center, Pasig City. Ailing Pilipino Telephone Corp. (Piltel) ended up as the country's top biggest money-losing firm in 2001. Piltel's losses for 2001 represented a 321 percent increase from a loss of PhP5.15 billion in 2000, due to higher marketing and promotion expenses, increased depreciation charges and extraordinary charges. RFM CORPORATION: Reveals More Meat Business Transfer Info --------------------------------------------------------- RFM Corporation gives additional information on the transfer of Swift Foods, Inc. meat processing business as follows: 1. Reason and purpose of the acquisition Since November 2001, there has been an on-going strike at the meat manufacturing plant of Swift Foods, Inc. at Cabuyao, Laguna, which prevents SFI from carrying on its business of manufacturing processed chilled and canned meat products. This fact has further affected the corollary business of SFI of marketing, distributing and selling of said products. Taking cognizance of the prevailing situation in its subsidiary SFI, and to further strengthen its Branded Food Group, RFM Corporation had deemed it best to directly engage in the business of processed chilled and canned meat products, by acquiring SFI's corollary business of marketing, distributing and selling of processed chilled and canned meat products. The Branded Food Group conducts all the branded businesses of RFM. The inclusion of branded processed chilled and canned meat products to the Branded Food Group is expected to result in substantial synergies, cost efficiencies and better coordination/integration of the brand-building efforts of RFM. There are no plans of restructuring/reorganization within RFM. 2. Value of the business to be transferred/consideration received by SFI/amount of liabilities assumed by RFM No hard assets like land, plant, equipment and trademarks are being transferred from SFI to RFM under this transaction. As such, SFI transferred only specific working capital assets such as trade receivables and inventories with the approximate value of P271M, and in consideration for said assets, RFM assumed certain trade payables of SFI in the approximate amount of P271 M. With no plant and equipment transferred to RFM, RFM will engage the services of its business partners for the production of processed meat and canned meat with third parties in the same way that it has done so on its other products such as pasta, juice and others where feasible. However, RFM through its Branded Food Group will market, sell and distribute said products. 3. Effectivity of Transfer October 1, 2024. Business plan for SFI after the transfer SFI will in the meantime engage in the poultry business only. It is in the middle of shifting a good part of its production capacities to low-cost producing regions like Mindanao and Cagayan Valley. According to TCR-AP, RFM's long-term debt as of December 2000 was 1.62 billion pesos and total liabilities were 14.43 billion pesos. URBAN BANK: Shareholders Urged to Surrender UB Certificates ----------------------------------------------------------- Shareholders who have in their possession old stock certificates of Urban Bank, Inc. are hereby requested to surrender on or before October 19, 2002 their certificates to the Bank's appointed stock transfer agent, Professional Stock Transfer, Inc. The old stock certificates can no longer be traded once the trading suspension is lifted by the PSE. Further, they shall be required to surrender their old stock certificates on or before 19 October 2002 to the PROFESSIONAL STOCK TRANSFER, INC. at its office at Unit 1003 City and Land Mega Plaza, ADB Avenue corner Garnet Road, Ortigas Center, Pasig City with telephone numbers 687-4053 and 687-2733. The Bank shall likewise send them written notices to this effect by registered mail. ================= S I N G A P O R E ================= ASIA PULP: Meeting With Bondholders in New York This Week --------------------------------------------------------- Asia Pulp & Paper Co. will meet with bondholders in New York on October 18, attempting to persuade them to join a payment agreement signed with export credit agencies last month, Bloomberg reports, citing the Indonesian Bank Restructuring Agency. Asia Pulp lawyers will represent the Company at the meeting, Company Director Gandi Sulistiyanto told reporters. Overseas creditors owed $6.5 billion agreed on September 28 to a 10-year payment scheme. The plan designates $1.2 billion of the total as sustainable, $3 billion as suitable for refinancing and $2.3 billion as unsustainable. The preliminary agreement, with export credit agencies from 11 of a dozen countries, has been presented to remaining creditors as a template for a final workout to be signed in December. The plan is expected to be legally binding by March 31 2003. "The Export-Import Bank of the U.S. still hasn't joined the agreement, they said they would wait for bondholders' response at the meeting on Friday," said Antonius Napitupulu, an official with the bank agency. Asia Pulp stopped paying creditors on more than $13 billion of debts in March 2001. The Indonesian Bank Restructuring Agency (IBRA) is one of the Company's largest creditors and is owed about $1 billion. DebtTraders reports that Asia Pulp's 11.75 percent bonds due on 2005 (APP7) are trading between 28.5 and 30.5. Go to http://www.debttraders.com/price.cfm?dt_sec_ticker=APP7for real-time bond pricing. CHEW EU: Proposes Scheme of Arrangement --------------------------------------- The Directors of Chew Eu Hock Holdings Ltd refers to previous announcements of the Company in relation to the proposed reverse takeover of the Company and the proposed scheme of arrangement under section 210 of the Companies Act, Cap. 50 to be implemented by the Company and its principal subsidiary, Chew Eu Hock Construction Co. Private Limited (CEH Construction), and the creditors of CEH Construction (the Scheme). With regard to the reverse takeover and the Scheme, it is proposed that: 1. The Company will acquire the entire issued share capital of one property investment Company, namely Bukit Panjang Plaza Pte Ltd, and three property development companies, namely Keng Hoe Development Pte Ltd, Siong Hoe Development Pte Ltd and Guan Hoe Development Pte Ltd (collectively the Hiap Hoe Companies) from Hiap Hoe Holdings Pte Ltd at a purchase consideration of approximately S$33.3 million, and in consideration of which the Company will allot and issue approximately 4,483,620,600 new shares of S$0.005 each in the capital of the Company (the Consideration Shares) to Hiap Hoe resulting in Hiap Hoe holding approximately 80.0 percent of the enlarged share capital of the Company (the Acquisition); 2. the Scheme will provide for a debt restructuring plan comprising the following: (a) the Company shall assume the total liabilities owing by CEH Construction to its creditors whose proofs of debt and the extent or amount of which have been admitted and acknowledged by the judicial manager of CEH Construction or approved by the High Court (the Debts), and as full and final settlement of the Debts which amounted to approximately $56.1 million as at 30 September 2002, the Company will allot and issue an aggregate of up to approximately 801,799,900 shares of S$0.005 each in the capital of the Company to the Creditors (the Creditor Shares), resulting in the Creditors collectively holding an aggregate of approximately 14.3 percent of the issued shares of the Company; and (b) Mr Chew Eu Hock, a majority shareholder, shall convert his outstanding loan to the Company of S$13,098,649 as at 30 October 2001 into 187,123,557 new shares of S$0.005 each in the capital of the Company (the Converted MS Shares), and offer to transfer for free 48,652,125 of the Converted MS Shares, representing 26.0 percent of the Converted MS Shares to the existing shareholders of the Company (other than to himself, Mdm Wong Swee Choo and their respective associates). The shareholders of the Company would receive 0.75 Converted MS Shares for every 1 share held by such shareholders. The Board of Directors of the Company is pleased to announce that the Company has on 15 October 2002 received the approval in-principle (AIP) of the Singapore Exchange Securities Trading Limited (SGX-ST) for the listing and quotation of the Consideration Shares, the Creditor Shares and the Converted MS Shares and the transfer of the Company's listing status from SGX-ST Mainboard to SGX-ST Sesdaq. Such AIP is subject to, inter alia: (a) Shareholders' approval being obtained at an extraordinary general meeting to be convened; (b) Disclosure of the profit forecasts for the enlarged CEH group for the financial years ended 31 December 2002 and 31 December 2003 in the circular to shareholders; (c) At least 500,000 shares or 15 percent of the enlarged issued and paid-up capital of the Company be held by not less than 500 public shareholders following the Scheme, the MS Loan Conversion and the Acquisition. For this purpose, "public shareholders" include the existing public shareholders and the Creditors, but exclude Mr Chew Eu Hock, Mdm Wong Swee Choo and their respective associates; (d) Compliance with the distribution guidelines of having at least 50 percent of the public float portion of the enlarged issued shares of the Company following the Scheme, the MS Loan Conversion and the Acquisition, being held by shareholders each holding not more than 1 percent of the public float portion of the enlarged issued shares of the Company (Practice Note 3a of the SGX-ST Old Listing Manual); and (e) Compliance with the moratorium requirements with regard to the promoters of the enlarged CEH group (Clauses 503 and 504 of the SGX-ST Old Listing Manual). The promoters of the enlarged CEH group are (i) Hiap Hoe and (ii) the shareholders of Hiap Hoe but excluding Tian Ah Poon and Teo Poh Choo. Approval in-principle by the SGX-ST is not to be taken as an indication of the merits of the Scheme, the MS Loan Conversion, the Acquisition, the Creditor Shares, the Converted MS Shares, the Consideration Shares, the Company, its subsidiaries or the Hiap Hoe Companies, or the transfer of the Company's listing status from SGX-ST Mainboard to SGX-ST Sesdaq. The SGX-ST has also stated that it has no objection in-principle to the lifting of the suspension of trading in the Company's shares, and the resumption of trading in the Company's shares on the SGX-ST Sesdaq, subject to the Company's confirmation that it has complied with the aforesaid conditions. The Scheme and the Acquisition are inter-conditional, and are additionally subject to several conditions precedent which remain outstanding, including inter alia, the following:- (i) in the case of the Scheme: (a) the approval of the Creditors; (b) the approval of shareholders of the Company at a extraordinary general meeting to be convened; and (c) the approval of the Court. (ii) in the case of the Acquisition:- (a) the approval of shareholders of the Company; and (b) majority of the independent shareholders of the Company approve, on a poll, a whitewash resolution to waive their rights to receive a general offer from Hiap Hoe and its concert parties. The circular to shareholders in respect of the Acquisition, the Scheme and the MS Loan Conversion will be dispatched to shareholders in due course. In connection thereto, the date of the extraordinary general meeting of the Company to seek the approval of its shareholders in respect of the Acquisition and the Scheme, and the date of the Creditors meeting to seek the approval of the Creditors in respect of the Scheme, will be announced by the Company at a later date. EXTENSION OF THE CUT-OFF DATE Under the terms of the option agreement entered into between the Company, Mr Chew Eu Hock, Ms Wong Swee Choo and Hiap Hoe (collectively the Parties) on 30 January 2001 (the Option Agreement), the "cut-off date" for the satisfaction or waiver of all the conditions precedent is 31 July 2001. If any of the conditions precedent in the Option Agreement is not satisfied by the "cut-off date" the Option Agreement shall lapse and cease to have further effect and all obligations and liabilities of the Parties shall cease and determine and none of the Parties shall have any claim against any of the others for costs, damages, compensation or otherwise. Subsequent to the Option Agreement, the Parties entered into a supplemental deed dated 5 June 2002 (the Supplemental Deed), pursuant to which they had agreed to extend the "cut-off date" up to 31 October 2002. In view of the AIP being just obtained and that the general meeting of the Company and the Creditors meeting for approving the Scheme can only be convened in mid-November 2002 pending final clearance of the circular to shareholders, the Parties have agreed to extend the "cut-off date" to 31 January 2003, or such later date as the Parties may agree in writing, pursuant to a letter dated 16 October 2002 from Hiap Hoe to the Company, Chew Eu Hock and Wong Swee Choo, and duly accepted by the Company, Chew Eu Hock and Wong Swee Choo on October 16, 2002. TCR-AP reported that Chew Eu Hock Holdings Ltd posted a net loss S$35.325 million in the six months to January against a loss S$1.129 million a year earlier. FASTECH SYNERGY: Slips Into the Red With 9-mth, $3.4M Loss ---------------------------------------------------------- Fastech Synergy posted a net loss of S$3.4 million versus a profit of $0.8 million a year ago, GK Goh reports. Fastech said the net loss included non-recurring charges such as retrenchment costs of US$360,000, as well as inventory, receivables, fixed assets and goodwill write-offs amounting to US$334,000. GK Goh said given recent developments, the group expects industry growth to be flat in the fourth quarter. As a result, the group expects minimal quarter-over-quarter growth in sales and operating results in the fourth quarter but any improvement will not be enough to offset year to date losses. NEPTUNE ORIENT: Posts Notice of Shareholder's Interest ------------------------------------------------------ Neptune Orient Lines Limited (NOL) posted a notice of substantial shareholder UBS AG's interest: Name of substantial shareholder: UBS AG and its group of companies worldwide Date of notice to Company: 16 Oct 2002 Date of change of interest: 15 Oct 2002 Name of registered holder: Proprietary positions as well as in the names of various mutual funds, unit trusts and discretionary accounts managed by UBS group of companies Circumstance giving rise to the change: Open market purchase Shares held in the name of registered holder No. of shares of the change: 42,000 Percentage of issued share capital: 0.0036 Amount of consideration per share excluding brokerage, GST, stamp duties, clearing fee: S$0.64 No. of shares held before change: 77,600,605 Percentage of issued share capital: 6.5979 No. of shares held after change: 77,642,605 Percentage of issued share capital: 6.6015 Holdings of Substantial Shareholder including direct and deemed interest Deemed Direct No. of shares held before change: 76,319,196 1,281,409 Percentage of issued share capital: 6.489 0.109 No. of shares held after change: 76,319,196 1,323,409 Percentage of issued share capital: 6.489 0.1125 Total shares: Based on NOL's paid up capital of 1,176,133,887 as of March 7, 2002. TCR-AP reported that Neptune Orient posted a loss of $56.6 million in 2001, compared with a record net income of $178.5 million in 2000, hurt by its container and logistics units. The Company sees losses this year because of lower freight rates. According to Deutsche Bank analyst Michael Sia, Neptune Orient will continue to report losses in 2003 and 2004 because of falling rates and overcapacity. He forecasts a $300 million loss in 2003, and lower losses in 2004. =============== T H A I L A N D =============== BANGCHAK PETROLEUM: Government Refuses to Provide Financial Aid --------------------------------------------------------------- Bangchak Petroleum received a further blow in its aim to salvage its operations when the government has turned down the company's request for financial assistance, both in the form of a capital increase and loan guarantees, the Bangkok Post reported. The State Enterprise Policy Committee instructed the state majority-owned oil refiner and marketer to negotiate with its creditors, including Government Savings Bank and savings co- operatives, to refinance its loans or to secure a domestic loan instead. Bangchak's request was in line with the recapitalization plan developed by its financial adviser, Mckinsey & Co, which outlined three options: a three-billion-baht guarantee by the Finance Ministry, a three-billion-baht debt guarantee plus a three-billion-baht capital increase, or a six-billion-baht capital increase. Once the company completed its financial restructuring, which aimed at refinancing its outstanding debts of 24 billion baht, its debt-to-equity ratio would improve from the existing 8:1, the paper added. Bangchak is in dire need of at least three billion baht to pay some of its debts that fall due by the end of this year and early next year. DATAMAT PLC: Board Names New Chief Executive -------------------------------------------- The Board of Directors' Meeting of Datamat Public Company Limited - http://www.datamat.co.th- has resolved to appoint Khun Vinai Pongsathorn as Chief Executive of the Bangkok-based computer company. Manoo Ordeedolchest continues to be the Vice-Chairman of the Board of Directors of Datamat, which is under rehabilitation. GENERAL ENGINEERING: Inks Debt Rehab Deal With Asia Credit ---------------------------------------------------------- General Engineering Public Company Limited has on October 15 signed a debt restructuring agreement with Asia Credit Public Company Limited of which the principle amount is Bt20 million. The restructuring amount represents 35 percent of the debt, to be repaid within six months. Approximately Bt20.7 million profit from debt restructuring will be recognized in the first quarter of 2003. N.T.S. STEEL: Administrator Considers Millennium Steel Offer ------------------------------------------------------------ 331 Planner Company Limited, in its capacity as the Plan Administrator of N.T.S. Steel Group Public Company Limited (NTS) has considered the tender offer and the opinions of Deloitte Touche Tohmatsu Corporate Restructuring Limited, as independent financial advisor, and is of the view that such transactions are to be done to comply with the amended business reorganization plan of NTS, which includes a business merger with companies in the Siam Cement Group. Due to the economic crisis and liquidity problem, NTS has restructured its debt since the year 1998 and underwent the business reorganization under the Bankruptcy Court in the year 2000. The creditors and the Court approved the business reorganization plan of NTS in June 2001. The business reorganization plan provided that the business merger and its proposal were to be submitted the creditors of NTS for further review and approval. The business merger plan was concluded and proposed in the amended business reorganization plan, which was submitted to and approved by the creditors meeting on 8 July 2002. The Bankruptcy Court approved the amended plan on 19 July 2002. Millennium Steel Public Company Limited (MS) will issue MS securities and warrants to purchase NTS securities and warrants from NTS' existing shareholders at the ratio of 1:1. NTS warrants will be issued and offered to its existing shareholders under the conditions in the business reorganization plan. Thereafter, NTS will apply to delist its status as a listed company and transfer such status to MS to become a listed company in its place. In this respect, MS will issue securities under the merger agreement made with Cementhai Holding Company Limited in exchange for MS' holding of shares in The Siam Iron and Steel Company Limited and The Siam Construction Steel Company Limited. Should NTS shareholders agree to exchange its shares with such securities so as to become MS' shareholders, they will be able to continue trading securities on the Stock Exchange. Furthermore, MS is a holding company incorporated pursuant to the merger among NTS, The Siam Iron and Steel Company Limited and The Siam Construction Steel Company Limited, the latter two were companies in the Siam Cement Group. These three companies become subsidiaries of MS. This business merger is primarily intended to enhance the business survivability, minimize competition and improve their business efficiency in terms of production, marketing, product development, personnel development, purchase of raw materials and inventory management under the economic conditions after the economic downturn throughout Asia, including Thailand, heavily affected the real sector, including the steel industry. NTS' financial status will improve to the point that it will be able to apply for working capital loan for its operations after the debt restructuring under the current economic situations. Revenue will be derived from the overall operations of the three merger companies as opposed to relying upon the sole operation of NTS. It is expected that MS will have a more enhanced efficiency in the business operation than NTS individually operating the business. Based on the above reason, the directors of 331 Planner Company Limited, in its capacity as the Plan Administrator of N.T.S. Steel Group Public Company Limited, are of a unanimous view that the opinions of MS' Board of Directors are justified. Nevertheless, to make decision on the offering of securities in response to tender offer on this occasion, shareholders should thoroughly consider the aforesaid issues and other factors in conjunction with opinions of the independent financial advisor, as attached hereto, and rely such decision on their own discretion. N.T.S. STEEL: Millennium Steel Buying Tendered Securities --------------------------------------------------------- Millennium Steel Public Company Limited (MS) of Siam Cement Road in Bangsue, Bangkok, has offered to purchase the securities of N.T.S. Steel Group Public Company Limited (NTS), also of Bangkok. The details of NTS securities offered by MS for a purpose of security swap are shown in the following table: NTS' securites as offered Amount of securities Offering Prices to purchase by MS (Shares/Units) (Bt/Share/Unit) Common stocks 1,926,180,000 1.41 Preferred stocks 788,300,000 1.41 NTS Warrants 1 476,530,000 0.05 NTS Warrants 2 668,980,000 0.05 The Offering Prices for NTS securities are presented in the above table. Millennium Steel shall issue its securities and conduct a securities swap for the holders of such securities based upon a 1:1 ratio for the same type and the same class of securities for the payment of the securities purchase under this Tender. Millennium Steel is not subject to any fee in this Tender. The purpose of the tender offer is stated in the Amended Business Rehabilitation Plan of NTS, which the Central Bankruptcy Court approved on July 19, 2000. The plan has stipulated a Tender Offer by MS to purchase all NTS securities, and issue MS securities in exchange of NTS securities. MS will list its securities in the Stock Exchange of Thailand (SET) and NTS will be delisted from the SET. The tender offer period of 25 business days shall be from October 16, 2002 to November 20, 2002 from 09:00 to 16:00 hours on every business day. The extension of tender offer period will be prohibited. The last day that the Offerees can drop an intention to sell is the 20th business day of the Tender Offer period, which is November 13, 2002. Financial advisor for the tender is Deloitte Touche Tohmatsu Corporate Restructuring Company Limited, while the tender agent is United Securities Public Company Limited. TELECOMASIA CORP: Sees Drop in Dollar Debts ------------------------------------------- Metropolitan fixed-line operator TelecomAsia Plc's dollar debt will fall significantly after a recent bond issue, Reuters reports. According to President and Chief Executive Officer Supachai Chearavanont, TelecomAsia will use the 18.5 billion baht ($418.5 million) in funds raised from the bond issue last week to repay most of its dollar debts, leaving the company with about $78 million in dollar denominated debt. Chief Financial Officer William Harris said the debt repayment would greatly reduce the firm's exposure to foreign exchange risk and strengthen its financial position. TelecomAsia, majority-owned by agribusiness conglomerate Charoen Pokphand Group and partly owned by U.S. firm Verizon Communications, was hit by sharp foreign exchange losses. Its debt ballooned after the baht was devalued in 1997. THAI CANE PAPER: Cuts Debt by 22% --------------------------------- Thai Cane Paper Plc has reduced its debt by 22 percent, or Bt1 billion from a total debt of Bt5 billion, under the company's debt restructuring plan, the Nation newspaper reported. Some Bt4.2 billion of the total debt of the kraft paper producer is principle, while the remainder is interest. Of the total principle, at least Bt3.5 billion has secured collateral, while the remaining Bt800 million is unsecured, the report said. Under the debt restructuring plan, the Bt3.5-billion secured debt will be rescheduled to eight years with no interest payments, at the minimum lending rate minus 1 percent. Half of the Bt800-million unsecured debt will be written off. THAI CANE PAPER: Will Boost Capital to Repay Debt ------------------------------------------------- Kraft paper producer Thai Cane Paper plans to boost its capital from Bt1.5 billion to Bt2.7 billion in order to repay its unsecured debt, the Nation reported. The remaining funds will be used to repay the secured debt. Thai Cane Paper will also issue 10 million units of warrants to creditors with a right to convert to common shares within three years. The company is seeking a new strategic partner to buy the new shares and expects to find potential investors by early next year. 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. For subscription information, contact Christopher Beard at 240/629-3300. *** End of Transmission ***