/raid1/www/Hosts/bankrupt/TCRAP

/raid1/www/Hosts/bankrupt/TCRAP_Public/021203.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 Tuesday, December 3, 2002, Vol. 5, No. 239 Headlines A U S T R A L I A AMP LIMITED: To Seal Credit Card Portfolio Sale this Month COLES MYER: Officeworks Gobbles Up Viking Office Products C H I N A & H O N GK O N G FAST BUILD: Winding up Petition to be Heard Next Year QUICK GROWTH: Hearing on Winding Up Petition Set for December 18 STRONG WORTH: High Court to Hear Winding Up Petition December 18 SUPER MORE: High Court to Hear Winding Up Petition December 18 TRANSCALIFORNIA COMPANY: Winding Up Hearing Set for January 8 * Options for State Ventures Stalls New Bankruptcy Law I N D O N E S I A KALBE FARMA: To Resume Debt Talks with Creditors This Month J A P A N ARAI GUMI: Sumitomo Gives Financial Assistance DAIEI INC.: Selling Fast Food Units DAIEI INC.: Selling Y3B of Shares to Speed Up Restructuring DAIEI INC.: Daiei Up 5.1%; Outlook Still Cloudy FUJI FIRE: Profitability Returns FUJITSU LIMITED: Plans to Demo Wide Array of Mobile Solutions ISUZU MOTORS: JCR Downgrades Rating to B+ HITACHI LIMITED: Court Orders Payment of Y35M KIA MOTORS: Sales Up 12% In November KOBE ELECTRIC: Posts H102 Loss of Y553M NUMADU KANKO: Golf Course Applies for Rehabilitation TOYO TAKASAGO: Mitsubishi Takes Full Control of Dry Battery Co K O R E A CHOHUNG BANK: Govt Selecting Preferred Bidder After Poll CHOHUNG BANK: KFB Ready to Join Race for Bank Acquisition HYUNDAI MERCHANT: RoRo Korea Acquires Shipping Firm For $1.5B SAEHAN INDUSTRIES: Creditors Approve W400B Bailout M A L A Y S I A BUKIT KATIL: Units Default on Banking Facilities Repayments BRIDGECON HOLDINGS: Liquidates Four Inactive Subsidiaries BRIDGECON HOLDINGS: Restructuring Still Needs SC Confirmation PROMET BERHAD: Signs Supplementary MOU with DISB REPCO HOLDINGS: Ends Pact with Alsirat-Gateway Consortium SEAL INCORPORATED: Total Defaulted Loan Reduced to RM2.96 MM SENG HUP: Default Status on Banking Facilities Unchanged SPORTMA CORPORATION: Posts Update on Defaulted Loan Repayments SRI HARTAMAS: Rehabilitation Plan Remains Unchanged TENCO BERHAD: Wholly Owned Unit Served with Foreclosure Order P H I L I P P I N E S DIGITAL TELECOMMUNICATIONS: Issues US$31.12M Convertible Bonds EASYCALL COMMUNICATIONS: Listing Additional Shares MANILA ELECTRIC: Customers Billed at Rates Approved by Law MANILA ELECTRIC: Will Issue Refunds if Ordered, Arroyo Says NATIONAL POWER: Dependent on $400M Bridge Loan PHILIPPINE LONG: Plans to Allocate Y5.5B Capital Expenditure RURAL BANK BISLIG: PDIC Takes Over Surigao Bank S I N G A P O R E CHARTERED SEMICONDUCTOR: Merrill Lynch Mum on Stake Sale Issue CHEW EU: Meeting With Unsecured Creditors EDGEMATRIC PTE: Enters Winding Up Petition EXCEL MACHINE: Receives Petition For Judicial Management Order NATSTEEL LTD: Sanion's Interests Changed -------- ================= A U S T R A L I A ================= AMP LIMITED: To Seal Credit Card Portfolio Sale this Month ---------------------------------------------------------- AMP Limited is expected to close this month the sale of its credit card business to American Express.Citing undisclosed company sources, Dow Jones reported the deal is worth at least AU$200 million. The move is part of the firm's selective banking asset sale, according to the news agency.Meanwhile, investors seemingly welcome reports on Sunday that some 1,000 jobs will be cut at its Pearl unit.Shares of the company dipped only 0.5% yesterday, with no indication that the slight movement was related to the rumored job cuts. The insurer will hold a strategy briefing in the UK this Wednesday, Dow Jones said. COLES MYER: Officeworks Gobbles Up Viking Office Products --------------------------------------------------------- Coles Myer announced yesterday that Officeworks will acquire Viking Office Products Pty Ltd, Australia's largest direct marketer of office supplies. Coles Myer CEO John Fletcher said the acquisition would further strengthen the Officeworks business, establishing it as a major multi-channel provider of office supplies. Viking has annual sales of about AU$150 million and services 128,000 active business customers throughout Australia via catalogues and online.The acquisition is expected to be earnings per share (EPS) positive in its first full year of operation. Mr. Fletcher said the Viking acquisition is in line with the company's five-year strategic plan to substantially grow the Officeworks' business. Officeworks' Managing Director Peter Scott said the acquisition signaled an exciting new growth phase for the business: "Viking is the leading direct marketer of office products in Australia, focusing on the small to medium size business market. Our acquisition of Viking is of key strategic importance in sustaining longer term growth for Officeworks by strengthening our current multi-channel access for customers through retail stores, internet, telephone, catalogue, e-mail and fax." "This acquisition brings to Officeworks' existing direct channel a complementary customer base.Viking's 350 dedicated and customer focused employees and freehold distribution centres at North Rocks and Laverton North provide a solid base from which further expansion opportunities will be explored," Mr. Scott said. Viking Office Products Pty Ltd and Viking Direct Pty Ltd were acquired from Viking Office Products Inc, a subsidiary of Office Depot Inc. It is expected that the acquisition will be completed by calendar year end. Office Depot's Senior Vice President, responsible for the company's Australian operations, Anne Cashman, said Viking Office Products has enjoyed much success in the Australian marketplace over the past nine years. "Our employees have consistently delivered the highest level of service to our customers through commitment, hard work and dedicated focus. Our decision to exit the market was based on decisions of strategic focus," Ms. Cashman said. "With the tremendous opportunities for growth we now have in Europe, where the majority of our international operations now reside, we felt this sale was the right strategic move for Office Depot," she said. Officeworks is Australia's largest retailer of office supplies, currently operating 62 stores around Australia and catering specifically to the needs of small to medium size businesses, home offices and students. A further 45 store openings are planned over the next four years. For more information, contact: Media: Scott Whiffin 03 9829 5548 Analysts: Amanda Fischer 03 9829 4521 ================================ C H I N A & H O N GK O N G ================================ FAST BUILD: Winding up Petition to be Heard Next Year ----------------------------------------------------- The High Court of Hong Kong will hear on January 29, 2003 at 9:30 in the morning the petition seeking the winding up of Fast Build Development Limited. Bank of China (Hong Kong) Limited of 14/F., No. 1 Garden Road, Central, Hong Kong filed the petition on November 18, 2002. Messrs. Wat & Co. represents the petitioner. Creditors and other interested parties are encouraged to attend the hearing.They only need to notify in writing Messrs. Wat & Co., which holds office on the 12th Floor, Chuang's Tower 30-32 Connaught Road, Central, Hong Kong. QUICK GROWTH: Hearing on Winding Up Petition Set for December 18 ---------------------------------------------------------------- Quick Growth Strong Fashion Company Limited faces a winding up petition, which the High Court of Hong Kong will hear on December 18, 2002 at 9:30 in the morning. Fung, Wong, Ng & Lam (a firm), Hong Kong filed the petition on October 17, 2002. Creditors and other interested parties are encouraged to attend the hearing.They only need to notify in writing Fung, Wong, Ng & Lam, which holds office at Room 8, 4th Floor, New Henry House, 10 Ice House Street, Central, Hong Kong. STRONG WORTH: High Court to Hear Winding Up Petition December 18 ---------------------------------------------------------------- A petition seeking the winding up of Strong Worth Limited is scheduled for hearing before the High Court of Hong Kong on December 18, 2002 at 9:30 in the morning. Bank of China (Hong Kong) Limited (the successor corporation to The China State Bank Limited pursuant to Bank of China (Hong Kong) Limited (Merger) Ordinance (Cap. 1167) of 14th Floor, Bank of China Tower, 1 Garden Road, Central, Hong Kong filed the petition on October 15, 2002. Koo and Partners represents the petitioner. Creditors and other interested parties are encouraged to attend the hearing.They only need to notify in writing Koo and Partners, which holds office on the 21st-22nd Floors, Bank of China Tower, No. 1 Garden Road, Central, Hong Kong. SUPER MORE: High Court to Hear Winding Up Petition December 18 -------------------------------------------------------------- A petition seeking the winding up of Super More Investments Limited is scheduled for hearing before the High Court of Hong Kong on December 18, 2002 at 10:00 in the morning. Industrial and Commercial Bank of China (Asia) Limited of ICBC Tower, 122-126 Queen's Road Central, Hong Kong filed the petition on October 21, 2002.Ho and Wong represents the petitioner. Creditors and other interested parties are encouraged to attend the hearing.They only need to notify in writing Ho and Wong, which holds office at Room 1408-1411, 14th Floor China Merchants Tower Shun Tak Centre, 168-200 Connaught Road, Hong Kong. TRANSCALIFORNIA COMPANY: Winding Up Hearing Set for January 8 ------------------------------------------------------------- The High Court of Hong Kong will hear on January 8, 2003 at 9:30 in the morning the petition seeking the winding up of Transcalifornia Company Limited. ATL Logistics Centre Hong Kong Limited, whose registered office is located at Unit 13108S, 13th Floor, ATL Logistics Centre B, Berth No. 3 Kwai Chung Container Terminal, Hong Kong filed the petition on October 26, 2002.Wilkinson & Grist represents the petitioner. Creditors and other interested parties are encouraged to attend the hearing.They only need to notify in writing Wilkinson & Grist, which holds office on the 6th Floor, Prince's Building, 10 Chater Road, Hong Kong. * What to do with State Ventures Stalls New Bankruptcy Law ---------------------------------------------------------- Unresolved issues as to how to go about liquidating state-owned enterprises and their debts to state-owned banks are stalling the efforts to pass China's new bankruptcy law, Beijing Business Today recently said. Citing Dong Fureng, an economist and a member of the committee drafting the law, the newspaper said authorities are also divided as to what to do with the employees of state-owned ventures in cases of liquidation.Although China has pledged to abide by the free-market principles of the West, it is still a socialist republic that favors heavy state subsidies on various concerns. According to Mr. Dong, the new law will also look into personal bankruptcies. ================= I N D O N E S I A ================= KALBE FARMA: To Resume Debt Talks with Creditors This Month ----------------------------------------------------------- Negotiations to restructure the debts of Kalbe Farma are expected to resume this month with the completion of PricewaterhouseCoopers' review of the company's prospects, IndoExchange said late last week. Citing director Vijongtius, the news agency said the company is expecting creditors to give its nod on the proposal to restructure about US$85 million of outstanding debts.In June, the firm asked creditors to roll over the debts from 2005 to 2010 with a grace period from 2002 to 2007.The company, however, agreed to continue paying annual interest, the report said Mr. Vijongtius said talks on the proposed debt restructuring is progressing and a working group headed by Royal Bank of Scotland has been set up with members ABN Amro, Deutsche Bank, Sumitomo Mitsui Banking and West LB. ========= J A P A N ========= ARAI GUMI: Sumitomo Gives Financial Assistance ---------------------------------------------- Sumitomo Mitsui Banking Corporation (SMBC) decided to accept Arai-Gumi, Ltd' s request for financial assistance based on the 'Management Improvement Plan' that the Company submitted to SMBC. 1. Financial assistance Debt forgiveness of 60.2 billion yen 2. SMBC's earnings forecasts Earnings forecasts for the year ending March 31, 2003 will not be revised. DAIEI INC.: Selling Fast Food Units ----------------------------------- Daiei Inc. will sell two restaurant units to fast food operator Zensho Co. for about 12 billion yen ($98 million) in an effort to reduce debt, the Nikkei and Bloomberg reports. The restaurant chains are Wenco Japan Inc. the operator of 80 Wendy's restaurants, and Big Boy Japan Inc., the operator of 180 restaurants.The two units have combined sales of about 30 billion yen. Zensho operates restaurants selling beef and rice meals. At present, Daiei has total debts of $13.5 billion yen. DAIEI INC.: Selling Y3B of Shares to Speed Up Restructuring ----------------------------------------------------------- Daiei Inc. is planning to sell 3 billion yen ($24.5 million) of new shares to speed up restructuring efforts, Bloomberg and Nihon Keizai reports. Meanwhile, AFX reported that the new shares will be issued and allocated to a fund to be jointly set up by the Development Bank of Japan and three main creditor banks next month to help rebuild its operations.The ailing retailer will use the proceeds to renovate outlets and develop original products. The Development Bank of Japan earlier decided to contribute 10 billion yen to the fund, with Daiei issuing shares worth the same amount to the fund through a private placement. Creditors UFJ Bank, Mizuho Corporate Bank and Sumitomo Mitsui Financial Group will provide 50 billion yen in preferred and common Daiei shares to the fund. DAIEI INC.: Daiei Up 5.1%; Outlook Still Cloudy ----------------------------------------------- Daiei Inc.'s debt is on the rise and the Company's outlook remains cloudy," Dow Jones reports, citing Credit Lyonnais Securities. The shares of the struggling retailer increased 5.1 percent at 145 yen on reports that it will issue new shares worth 3 billion yen via third-party allocation. FUJI FIRE: Profitability Returns -------------------------------- Fuji Fire & Marine Insurance Co. posted a net profit of 5.87 billion yen in the first half of this year, versus a loss of 1.58 billion yen a year earlier, Kyodo News reports. The insurer's net balance in the first six months of fiscal 2002 swung back into the black due mainly to falls in recurring expenses such as automobile insurance payouts and latent losses on stockholdings. TCR-AP reported that Fuji Fire and Marine Insurance Co Ltd expects to post a net loss of 18.7 billion yen in the year to March 2002, wider than its earlier estimate of 900 million. The non-life insurance provider is likely to incur an extraordinary loss of 29.5 billion yen due to latent securities losses. In March, Fuji Fire said it would liquidate its wholly owned unit in Luxembourg this month because it no longer gain much of a business advantage from the investment firm due to the changing environment. FUJITSU LIMITED: Plans to Demo Wide Array of Mobile Solutions ------------------------------------------------------------- Fujitsu Limited will demonstrate a variety of advanced broadband and mobile products and solutions at ITU TELECOM ASIA 2002 (Hall 2, Booth 2010), which will take place in Hong Kong from December 2-7. These solutions, supported by the Company's leading edge technologies and reflecting its long experience and comprehensive expertise in the ICT field, make Fujitsu an ideal partner to help customers build new businesses in the IP era. Specifically, the following three areas will be highlighted at the Fujitsu booth: 1. 3G Mobile Solutions --3G/UMTS Mobile Infrastructure Network --Mobile Middleware --Chinese Character Input Technology 2. Broadband Network Solutions --FTTH & IP Solutions --OSS & Outsourcing Solutions 3. Advanced Technology Solutions --FRAM-embedded USIM Card --CMOS Camera Module --Fingerprint Sensor Module --RF Device Mobile Phone In addition, Fujitsu Limited President & CEO Naoyuki Akikusa will deliver a keynote address on "The Future Challenge for the ICT Industry" at the Forum session SA1(Boom, Bust, Build - Lessons Learned & New Business Models (Part I)) at 14:00 on December 2nd. About ITU TELECOM ASIA 2002 Event name :ITU TELECOM ASIA 2002 Organizer: ITU, Government of the People's Republic of China Exhibition theme:Gateway to Opportunity Dates: December 2 - 7, 2002 (Dec. 1 - VIP, Press day) Place: Hong Kong Conference and Exhibition Center Fujitsu's Exhibit :Hall 2, Booth 2010 Fujitsu www.fujitsu.com is a leading provider of customer- focused IT and communications solutions for the global marketplace. Pace-setting technologies, high- reliability/performance computing and telecommunications platforms, and a worldwide corps of systems and services experts make Fujitsu uniquely positioned to unleash the infinite possibilities of the broadband Internet to help its customers succeed. Headquartered in Tokyo, Fujitsu Limited (TSE:6702) reported consolidated revenues of 5 trillion yen (about US $38 billion) for the fiscal year ended March 31, 2002. According to the Troubled Company Reporter-Asia Pacific, the effects of cost reductions from last year's restructuring initiatives, Fujitsu was able to narrow its first-half consolidated operating loss to 23.2 billion yen (US$189 million), compared with a 59.1 billion yen operating loss in the same period last year. However, as a result of extraordinary charges for the additional restructuring initiatives and the aforementioned hard disk drive matter, the Company posted a net loss of 147.4 billion yen (US$1,199 million) for the first half, compared to a net loss of 174.7 billion yen in the same period last year. Contact: Fujitsu Limited Bob Pomeroy, Scott Ikeda, Minoru Sekiguchi, Nancy Ikehara pr@fujitsu.com +81-3-3215-5259 ISUZU MOTORS: JCR Downgrades Rating to B+ ----------------------------------------- Japan Credit Rating Agency (JCR) has downgraded the ratings of Isuzu Motors on the following bonds and CP program from BB and J-3 to B+ and NJ, respectively, removing them from Credit Monitor. Issues Amount (bn) Issue Date Due Date Coupon bonds no.14 Y10 / Feb. 20, 1997 / Feb. 20, 2003 / 2.375 percent bonds no.15 Y10 / Feb. 20, 1997 / Feb. 20, 2004 / 2.65 percent bonds no.22 Y5 / Dec. 9, 1999 / Dec. 9, 2002 / 2.10 percent bonds no.23 Y5 / Dec. 9, 1999 / Dec. 9, 2003 / 2.50 percent bonds no.24 Y5 / Dec. 9, 1999 / Dec. 9, 2004 / 3.00 percent CP Maximum: Y50 billion Backup Line: 0 percent RATIONALE: Isuzu's mid-term plan, V-Plan, has brought about solid improvement in the operations. However, Isuzu could not beat the further deterioration in the business environment. It postponed the deadline for the numerical targets to one year later. Isuzu has been suffering from financial burden in the course of restructuring with the competitive edge of business in North America and sales of commercial vehicles lowering. The successive new three-year plan includes drastic measures such as the pulling out of the unprofitable production of sports-utility vehicles (SUVs) in North America to improve the earnings. Given the severe business environment, however, it is uncertain that the Company will be able to fulfill the plan. Furthermore, large amount of extraordinary loss to be incurred with respect to the restructuring will offset the financial support from financial institutions. Then the financial structure will be worse. Although the support from the financial institutions will help stabilize the financials in short run, the weak financial structure may put brakes on the efforts to strengthen the competitiveness. JCR downgraded the ratings for Isuzu removing them from Credit Monitor, believing that its business risk and financial risk had increased. The pulling out of production of SUVs in North America is considered as an imperative decision to stabilize the earnings, given the recent sharp drop in the competitive edge of the business. The financial burden with respect to the withdrawal will be large. In the course of the cutback in the business, Isuzu needs to restructure the sales organization in an urgent manner. This restructuring may incur additional unexpected costs. There is much uncertainties over the improvement in the earnings of this business. Although the course to the restructuring of the entire business is now clear than before, JCR considers it necessary to watch carefully the carrying out of the restructuring plan. HITACHI LIMITED: Court Orders Payment of Y35M --------------------------------------------- Hitachi Limited was ordered by the Tokyo District Court to pay 35 million yen to a former employee for his contribution to the development of patented optical disc technology, AFX Asia reports. The former employee, Seiji Yonezawa, invented three technologies from 1973-1977 that "write" information on optical discs such as DVDs.Yonezawa yielded patent rights to Hitachi in exchange for 2.4 million yen as a remuneration for his contributions, before retiring in 1996. The Troubled Company Reporter-Asia Pacific reported that Hitachi Ltd's cash and cash equivalents as of June 30, 2002 totaled 799.8 billion yen (US$6,665 million), a decline of 229.5 billion yen (US$1,913 million) during the first quarter. Debt on June 30, 2002 stood at 2,952.7 billion yen (US$24,606 million), 45.4 billion yen (US$379 million) less than at March 31, 2002. KIA MOTORS: Sales Up 12% In November ------------------------------------ Vehicle sales at Kia Motors Corporation rose 12 percent to 106,073 units in November, versus sales of 94,897 a year earlier, due to stronger demand for its Carens minivans and other leisure vehicles, Dow Jones and AFX Asia reports. Local sales rose 11 percent on year to 37,003 units in November, and exports climbed 12 percent on year to 69,070 units. The November sales were 4.4 percent higher on month. TCR-AP reported in October that Kia is saddled with 1.9 trillion won in debts and unclear business conditions in the second half, explaining difficulties in working out an agreement with the labor, citing unnamed Company Executives. DebtTraders reports that Kia Motor Corp's 9.375percent bond due in 2006 (KIAM06KRS1), trades between 115.110 and 115.675. For real-time bond pricing, go to http://www.debttraders.com/price.cfm?dt_sec_ticker=KIAM06KRS1 KOBE ELECTRIC: Posts H102 Loss of Y553M --------------------------------------- Kobe Electric Railway Co. posted a first-half net loss of 553 million yen, compared with a 198 million yen loss a year ago, according to Bloomberg on Monday. Sales in the six-month period ending September 30 fell 3.7 percent to 12 billion yen. The bus firm netted 560 million yen in the full-year ending March 31. According to Wright Investor's Service, at the end of 2002, Kobe Electric Railway Co., Ltd. had negative working capital, as current liabilities were 44.33 billion yen while total current assets were only 27.96 billion yen. NUMADU KANKO: Golf Course Applies for Rehabilitation ---------------------------------------------------- Numadu Kanko Kaihtsu KK, which has total liabilities of 9.6 billion yen, recently applied for civil rehabilitation proceedings, according to Tokyo Shoko Research. The golf course, which has 81 employees, is located at Numadu-si, Shizuoka, Japan. TOYO TAKASAGO: Mitsubishi Takes Full Control of Dry Battery Co -------------------------------------------------------------- In a bid to restructure the acquired company, Mitsubishi Electric Co Ltd will take full control of Toyo Takasago Dry Battery Co Ltd by March 1 via a share swap, the AFX-Asia News said. The deal calls for Mitsubishi Electric to swap 0.175 shares for every one Toyo Takasago share. After taking full control, Toyo Takasago will transfer its dry battery business to Mitsubishi Electric's home appliance production subsidiary and concentrate on industrial rubber production, Mitsubishi Electric said.The company will cut Toyo Takasago staff by 90 after taking full control, it said. Mitsubishi Electric owns a 34.17% stake in Toyo Takasago, and Mitsubishi Corp 11.92%. About Mitsubishi Mitsubishi Electric & Electronics USA (MEUS) projects big things in the US. The subsidiary of Japan-based Mitsubishi Electric Corporation makes and markets a diverse line of consumer, commercial, and industrial electronics products. MEUS has eight primary product lines: automation (motion controllers, servo systems, and uninterruptible power supplies), automotive (electrical components), elevators and escalators, heating and air-conditioning (air purifiers and compressors), home theater (audio-video systems and stadium displays), power products (air- , hydrogen-, and water-cooled generators), semiconductors, and wireless communications. The company is reorganizing its wireless communications division. (M&A REPORTER-ASIA PACIFIC, Vol. No.1, Issue No. 238, December 2, 2002) According to Wright Investor's Service, Toyo Takasago Dry Battery Co. Limited has paid no dividends during the last twelve months. The company also reported losses during the previous 12 months. The company has not paid any dividends during the previous 6 fiscal years. ========= K O R E A ========= CHOHUNG BANK: Govt Selecting Preferred Bidder After Poll -------------------------------------------------------- An unidentified Public Fund Oversight Committee (PFOC) official told the JoongAng Ilbo Daily that the government is expected to select a preferred bidder for Chohung Bank only after the December 19 presidential election. The PFOC, a body set up under the finance ministry to oversee management of public funds, is going to hold a subcommittee meeting as early as December 10-11 to screen bids for the nationalized Chohung Bank, with final selection to be made only after a couple of such screening sessions have been held, it said. Therefore the selection of a preferred bidder will go beyond the presidential election date, the official was quoted as saying. A consortium composed of Shinhan Financial Group, Warburg Pincus and BNP Paribas is competing with another consortium comprising US investment fund Cerberus Partners and Korea First Bank, which is controlled by Newbridg Capital and Shinsei Bank of Japan. The government is selling its majority stake in mid-sized lender Chohung Bank, which has a market value of around KRW3.3 trillion ($2.74 billion), as part of an exit strategy from banks it rescued during the 1997-98 Asian financial crisis. (M&A REPORTER-ASIA PACIFIC, Vol. No.1, Issue No. 238, December 2, 2002) CHOHUNG BANK: KFB Ready to Join Race for Bank Acquisition --------------------------------------------------------- Korea First Bank (KFB) Chief Executive Officer Robert A. Cohen hinted that his bank has already joined the race for the acquisition of the state-owned Chohung Bank, the Korea Herald reported. His remarks came on the heels of local media reports that the bank and its majority shareholder Newbridge Capital, which owns 51% of KFB, have already joined the takeover race. Last month, departing from an earlier stance that KFB would not pursue a merger with domestic banks for the time being, Cohen announced that KFB is interested in acquiring Chohung Bank. He added that Newbridge Capital also supports KFB's plan. He went on to say he still believes the bank can survive on its own, and its assets could reach 40 trillion won by 2004, with return on equity at 25%. Asked about the possibility of Newbridge joining the bidding to take over Chohung Bank, the CEO took a cautious approach. "In my opinion, I cannot imagine that Newbridge has to invest in other Korean financial institution," Cohen said. "But it could invest in a long-term perspective." The Korean government has received bids from interested investors to sell at least 10-20% of the Bank in the latest block sale, but will sell a greater stake if bidders offer favorable terms. Four bidders are currently conducting due diligence on Chohung Bank, and will have to submit their final bids to the Public Fund Oversight Committee, which is in charge of handling bailed-out financial companies, by December 6. The four bidders reportedly include the Shinhan consortium; Japan's Shinsei Bank, controlled by Ripplewood Holdings LLC of the United States; the United States' Cerberus Capital Management L.P.; and ABN AMRO of the Netherlands. As such, local media reported that the race for the acquisition of Chohung Bank will be largely between the Shinhan Financial Group-led consortium and Cerberus Capital-Shinsei Bank, all of which are aiming for a controlling stake in the Korean lender. ABN AMRO is reportedly seeking to acquire about 10% stake in Chohung. Observers are wondering whether Newbridge Capital will join the Cerberus-Shinsei consortium. Rumor has it that Newbridge is moving to team up with Cerberus-Shinsei, after failing to join the ranks of the final four bidders for due diligence. Newbridge Capital was one of the investors that had initially bid for a stake in Chohung Bank, Byeon Yang-ho, director general at the Ministry of Finance and Economy's finance policy bureau confirmed last Wednesday. (M&A REPORTER-ASIA PACIFIC, Vol. No.1, Issue No. 238, December 2, 2002) HYUNDAI MERCHANT: RoRo Korea Acquires Shipping Firm For $1.5B ------------------------------------------------------------- The European Commission has cleared the joint acquisition by Swedish maritime Company Wallenius Lines and Norway's Wilhelmsen of the deep-sea car carrier business of Korean Company Hyundai Merchant Marine. The Commission was originally concerned that the deal might significantly reduce competition and lead to higher prices for the transport of cars between Europe and the Near East. But Wallenius and Wilhelmsen offered to withdraw from the WALLNYK shipping conference with Nippon Yusen Kaisha (NYK), one of their main competitors, which fully removes these concerns. Wallenius provides worldwide maritime transportation and logistics management services mainly for vehicle, trucks and other rolling cargo. Norwegian Company Wilh. Wilhelmsen also offers maritime transportation services worldwide as well as global ship management, ship agency and logistics management services. Wallenius and Wilhelmsen provide their car carrier services through a 50/50 joint venture called Wallenius Wilhelmsen Lines (WWL). Korean Company Hyundai Merchant Marine (HMM) is a member of the Hyundai Group and provides dedicated car carrier services to the Hyundai Motor Company (HMC) and its subsidiary KIA, as well as services to other manufacturers. Although HMC and KIA were recently separated from the Hyundai Group, these companies are still heavily dependent on the dedicated shipping services provided by the HMM car carrier division. Wallenius and Wilhelmsen will acquire HMM's car carrier business, which will be renamed Ro-Ro Korea. Besides the car carrier vessels of HMM, the main assets to be acquired are the car carriage contracts between the latter on the one hand and HMC and KIA on the other. The Commission has assessed the transaction on the basis of a product market consisting of the deep-sea transportation of vehicles other than in liner shipping, i.e. scheduled services. The Commission found that the concentration, as originally notified, led to competition concerns on two trade routes, namely the Northern Europe Near East and the Mediterranean Near East trades respectively. Wallenius' and Wilhelmsen's joint venture WWL operates on these routes through the WALLNYK conference, together with one of their main competitors, Nippon Yusen Kaisha (NYK). The addition of the HMM car carrier business would have substantially increased the market power of this conference. To remedy this concern, the parties will terminate the WALLNYK agreement and will not enter into any similar agreement with any competing carrier on the routes in question without the prior consent of the Commission. The termination of the agreement and the fact that NYK will become an independent competing supplier of car carriage services on the relevant trades re-establishes the competitive situation prevailing prior to the proposed merger on the Mediterranean - Near East trade and substantially reduces the impact of the merger on the Northern Europe - Near East trade. The Commission has decided to clear the operation subject to the fulfillment of this commitment. The press release is located at http://europa.eu.int SAEHAN INDUSTRIES: Creditors Approve W400B Bailout -------------------------------------------------- Creditors of Saehan Industries Inc. has approved to swap 400 billion won ($331 million) of debt into stock to reduce the fabric maker's debt to 700 billion won, the Korea Herald and Bloomberg reported Monday. The Company will sell 160 billion won of property by 2005 as part of the bailout. Lenders will also push back debt payments for two years and charge 7.5 percent interest on mortgage loans and 7 percent on non-guaranteed loans, the report said. =============== M A L A Y S I A =============== BUKIT KATIL: Units Default on Banking Facilities Repayments ----------------------------------------------------------- The Board of Directors of Bukit Katil Resources Berhad (BKRB) wishes to announce that Omega Bricks Sdn Bhd, a wholly owned subsidiary has defaulted in payments of principal and interest to OCBC Bank (Malaysia) Berhad in respect of term loans and overdraft facilities. Bukit Katil Resources Berhad (BKRB) as the holding company has given a Corporate Guarantee to OCBC Bank (Malaysia) Berhad to the extent of the outstanding principal and interest owing by its subsidiary company i.e. Omega Bricks Sdn Bhd. The loans and related facilities granted to Omega Bricks Sdn Bhd are secured by the Company's land charged under the National Land Code (Note 1) and a debenture over the Company's fixed and floating assets. BKRB and its subsidiary (the Group) had defaulted in payments on the facilities owing to losses suffered by the Group in the manufacturing of bricks business in recent years coupled with the adverse cash flows of the Group due to the slowdown in the regional economy in general and high cost of diesel fuel domestically. This has resulted in the cashflow generated from operations being insufficient to service the interest and principal obligations to OCBC Bank (Malaysia) Berhad which fell due: Type of Outstanding Default Amount as of Name of Borrower Facility LimitTotal30/10/2001 Omega Bricks Sdn Term BhdLoan 13.5 MM 3.7 MMPrincipal Term .4 MM.4 MMRepayment Loan 2 Term Loan 3 .5 MM.4 MMInterest Term .2 MM.2 MMPayments Loan 4 Omega Bricks Overdraft.6 MM.6 MMPrincipal Sdn Bhd Omega Bricks Sdn Bhd had several meetings with the Bank to restructure the facilities. In the meantime, in order to rectify the situation, the Group had undertaken alternative financing from other financial institutions for the repayment of the defaulted sums and sought indulgence from OCBC Bank (Malaysia) Berhad to reschedule the repayment of the principal and interest, and to withhold any legal action as these sums would be fully repaid. Subsequently, the Group entered into a loan restructured scheme with OCBC Bank (Malaysia) Berhad. However, having failed to comply with the restructured scheme of payment, Omega Bricks Sdn Bhd was served with a notice of default. Subsequently on November 29, 2002, OCBC Bank (Malaysia) Berhad has obtained judgment in Court for the entire sum owing. To date, the Company has not received any written judgment and that the Company will take all necessary action to appeal against the judgment. ------- Note 1: Secured by way of a first party legal charge over all that land held under Grant 31, Lot 5058, Mukim of Gunung Semanggol, District of Krian, Negeri Perak meansuring approximately 18 acres, 3 rods, 19 poles owned by Omega Bricks Sdn Bhd and on which stands the Factory. COMPANY PROFILE The Company was a purely rubber plantation company until 1969 when it branched into oil palm cultivation. Plantation activities in Negeri Sembilan and Johor remained the focus of the Company's business until 1997, when the management changed hands effective from February 27, 1997, following which the Company changed name to Bukit Katil Resources Bhd. The Company then took on a new identity, diversifying into property development activities in Port Dickson. Its first project is an integrated mixed development called Greenview located along the main Port Dickson-Pasir Panjang road, carrying a project value estimated at RM129m. The Company entered into a JV in 2000 to undertake a prime mix development project in Melaka Tengah. The development is planned over a period of 12-14 years. The Company has since entered the IT sector, providing consultancy and software engineering services in Malaysia and in Brunei. CONTACT INFORMATION: Level 22, Menara Melenium Jalan Damanlela Pusat Bandar Damansara Damansara Heights 50490 Kuala Lumpur Tel: 03-2557077 Fax: 03-2549940 BRIDGECON HOLDINGS: Liquidates Four Inactive Subsidiaries --------------------------------------------------------- Bridgecon Holdings Bhd wishes to announce that the following wholly owned subsidiaries of the Company have been placed under member's voluntary liquidation pursuant to the Special Resolution passed by the respective BHB Subsidiaries' members at the Extraordinary General Meeting held on December 2, 2002: (1) Bridgecon Plantations Sdn Bhd (2) Bridgecon Trading Sdn Bhd (3) Mewasan Sdn Bhd (4) KBA Event Management Sdn Bhd The BHB Subsidiaries have been dormant since their dates of incorporation. There is no material impact on the Net Tangible Asset and Earning Per Share of the Company for the financial year ending December 31, 2002. The Members' Voluntary Liquidation is part of the Company's restructuring and rationalization exercise to regularize its financial condition pursuant to Practice Note No. 4/2001. CONTACT INFORMATION: 18, Jalan Wan Kadir 1 Taman Tun Dr. Ismail 60000 Kuala Lumpur Tel: 03-7727 6333 Fax: 03-7727 7087 BRIDGECON HOLDINGS: Restructuring Still Needs SC Confirmation ------------------------------------------------------------- Bridgecon Holdings Bhd would like to inform the Kuala Lumpur Stock Exchange that there are no significant changes on the status of the Company's plan to regularize its financial condition under Practice Note No. 4/2001. The Company had on August 15, 2002 as an affected listed issuer under PN4, made its Requisite Announcement to the Exchange. As announced on November 13, 2002, the Company had on November 12, 2002 obtained approval from the Ministry of International Trade and Industry Malaysia on its proposed corporate debt restructuring scheme. The Company is presently awaiting for approval from the Securities Commission. CONTACT INFORMATION: 18, Jalan Wan Kadir 1 Taman Tun Dr. Ismail 60000 Kuala Lumpur Tel: 03-7727 6333 Fax: 03-7727 7087 PROMET BERHAD: Signs Supplementary MOU with DISB ------------------------------------------------ Further to the announcement dated October 29, 2002 regarding the Memorandum of Understanding dated October 29, 2002 entered into between Promet Berhad and DISB, the Company wishes to advise that on November 29, 2002, Promet Berhad and DISB has entered into a Supplementary Memorandum of Understanding to the MOU to extend the MOU for a further period expiring on December 31, 2002 and that both parties are entitled to terminate the MOU by giving three (3) days prior notice. The Supplementary MOU also provide for the deletion of the exclusivity clause where both parties were to refrain from any negotiation with any other parties as contained in the previous MOU. This announcement reflects the current status of the Company's plan to regularize its financial condition which is the monthly announcement of the Company pursuant to PN4 issued by the Kuala Lumpur Stock Exchange. COMPANY PROFILE Originally in the business of building contractors and civil engineers, the Company diversified into the property and hotel industries in 1981. In early 1990, after a period of rationalization, the Group re- focused its business plans and concentrated on four core activities: steel fabrication, marine engineering and construction, civil engineering and construction, property investment and development. Subsequently, it divested its interests in the hotel industry in 1993. The Group has since disposed of its Teluk Ramunia Fabrication Yard and all the assets at this Yard including temporary structures as well as machinery, operating equipment and cranes to Ramunia Energy and Marine Corporation Sdn Bhd pursuant to two agreements dated June 21, 2001.The Company is currently working out a restructuring scheme to inject suitable assets to regularize its financial condition. CONTACT INFORMATION: 3rd Flr, Plaza Kelanamas 19, Lorong Dungun Damansara Heights 50490 Kuala Lumpur Tel: 03-2521919 Fax: 03-2521911 REPCO HOLDINGS: Ends Pact with Alsirat-Gateway Consortium --------------------------------------------------------- This refers to the announcement dated November 26, 2002 on the following matters: (1) Proposed Acquisition of Strategic Assets, (2) Proposed Restricted Issue, (3) Proposed Capitalization and Assumption of Claims and Liabilities and Proposed Settlement of Contingent Creditors, (4) Proposed Acquisition of RHB Subsidiaries, (5) Proposed Capital Reconstruction, (6) Proposed Transfer of Listing Status, (7) Proposed Transfer to Main Board, and (8) Proposed Placement On behalf of Repco Holdings Bhd, Commerce International Merchant Bankers Berhad hereby wishes to announce that the Special Administrators of RHB and members of the consortium, comprising Alsirat Sdn Bhd and Gateway Attempt Sdn Bhd, have on November 28, 2002 entered into an agreement to terminate the Definitive Agreement dated October 26, 2001. CONTACT INFORMATION: Wisma Repco 12 Lorong Tenggiling 4 Jalan Maktab Gaya, Luyang 88300 Kota Kinabalu Sabah Tel: 088-250000 Fax: 088-253007 SEAL INCORPORATED: Total Defaulted Loan Reduced to RM2.96 MM ------------------------------------------------------------ Seal Incorporated Bhd announces that it had successfully restructured its RM12 million Revolving Credit with one of its principal bankers. As such, the Group's total default in payments to financial institutions in respect of various credit facilities is reduced from RM16.67 million as of October 31, 2002 to RM2.96 million as of November 30, 2002. COMPANY PROFILE Originally mainly involved in the extraction of logs and the manufacture of plywood, Seal subsequently added the manufacture of technical plywood to its activities. In 1996, the Company branched into property investment, its main property assets being Selayang Mall and Bukit Maluri Industrial Complex in Kuala Lumpur. Presently, Seal's main source of income is generated from rental received from its investment properties while subsidiary Great Eastern Mills Berhad has temporarily ceased manufacture of plywood. All other subsidiaries within the Group have also ceased their timber-based operations. In August and September 2001, the Group entered into agreements to dispose of landbanks and a property to reduce bank borrowings. The SPA was, however, terminated in February 2002 at the buyer's request. CONTACT INFORMATION: 21 & 23 Jalan Hussein (Ground Floor) 30250 Ipoh P O Box 88, 30710 Ipoh Tel: 05-2415633 Fax: 05-2541572 SENG HUP: Default Status on Banking Facilities Unchanged -------------------------------------------------------- As required by the KLSE Practice Note 1/2001, Seng Hup Corporation Bhd (Special Administrators Appointed) hereby provides an update on its default in payment, details of which may be viewed through this link http://announcements.klse.com.my/EDMS/edmsweb.nsf/ba387758ae3741 2b482568a300466fb6/482568bb00440ef448256c800039782d/$FILE/Defaul t(October).xls The default by SHCB as at October 31, 2002 amounted to RM56,563,295 made up of principal sums, plus RM27,069,354 in interest for revolving credit facilities, trade financing and overdraft. P.T. Krisindo Mas, a subsidiary of SHCB had as of October 31, 2002, defaulted USD2,280,000 made up of a principal sum plus USD1,191,893 in interest, in respect of its property loan. Dasar Jernih Sdn. Bhd. and Nazar Holdings Sdn. Bhd., both subsidiaries of SHCB have respectively defaulted in the principal repayment of their property loans amounting to RM5,728,000 and RM1,180,000 together with interest of RM2,413,205 and RM585,071 respectively as of October 31, 2002. There are no new development since our previous announcement with regard to this Practice Note. COMPANY PROFILE Seng Hup started its operations in 1960 with a single sales outlet in Jalan Tuanku Abdul Rahman, Kuala Lumpur. It was then involved only in the trading of basic light fittings with minimal decorative features. In the later part of 1978, under a new management team, Seng Hup adopted a more aggressive expansion programme through the concept of retail chain stores. The Company has since built up an extensive retail network throughout Malaysia. Over the years, the Group has been principally involved in lighting equipment and related products and property investment. The Company has also diversified its product segment by venturing into the design, supply and installation of thematic lighting systems. Its maiden project in this field was the multi-million Ringgit contract for the supply and installation of laser equipment and computerized audio-visual specialist lighting system for the Sunway Pyramid and Pyramid Ice projects. The Company has also been involved in projects adopting remote source lighting using fibre optics, decorative lights and lighting equipment/system. Against the background of the economic downturn, Seng Hup's loans were acquired by Pengurusan Danaharta Nasional Bhd and Special Administrators (SA), Messrs BDO Binder, were appointed to the Company on August 9, 1999, pursuant to Section 24 of the Pengurusan Danaharta Nasional Bhd Act 1998. The appointment was granted two yearly extensions, first to August 8, 2001 and the next to September 8, 2002. On February 21, 2001, the Company with Natural Prestige Sdn Bhd (Newco), entered into a conditional agreement to acquire 100% in Juriman Sdn Bhd (JSB). The agreement is subject to a proposed debt restructuring scheme being finalized at the time the agreement was signed. Subsequently, on September 14, 2001, Danaharta approved Seng Hup's proposed corporate and debt restructuring scheme which entails among others, a capital reconstruction exercise, share exchange on the basis of one Seng Hup consolidated share for one Newco share, capital raising exercise via rights issue, restricted issue and special Bumiputera issue, debt restructuring via issue of ICULS with warrants, acquisition of JSB and transfer of Seng Hup's listing status to Newco. On October 18, 2001, the SA submitted its applications in relation to the scheme to the SC, FIC and MITI for their approvals. CONTACT INFORMATION: Unit E-9-6, 9th Floor, Megan Phileo Promenade, 189, Jalan Tun Razak, 50400 Kuala Lumpur Tel: 03-2666888 Fax: 03-2661050 SPORTMA CORPORATION: Posts Update on Defaulted Loan Repayments -------------------------------------------------------------- As required by the KLSE Practice Note 1/2001, Sportma Corporation Berhad (Special Administrators Appointed) hereby provides an estimate of its default in payment as of October 31, 2002, details of which may be viewed through this link http://announcements.klse.com.my/EDMS/edmsweb.nsf/ba387758ae3741 2b482568a300466fb6/482568bb00440ef448256c80003544c7/$FILE/PN1%20 october.xls. The total default by Sportma on the principal sum plus interest as of October 31, 2002 amounted to RM224,994,753.36. The default payment is in respect of revolving credit facilities, trade financing and overdraft utilized by Sportma. There is no further payment default by the Company, save as discussed above, since the previous announcement with regard to this Practice Note. CONTACT INFORMATION: 12th Flr (Right Wing) Menara Kemayan 160 Jln Ampang 50450 Kuala Lumpur Tel: 03-2669660 Fax: 03-2669661 SRI HARTAMAS: Rehabilitation Plan Remains Unchanged --------------------------------------------------- This is a letter by Ooi Woon Chee, Special Administrator of Sri Hartamas Bhd, addressed to the Kuala Lumpur Stock Exchange: We refer to the Practice Note No. 4/2001 on the criteria and obligations pursuant to paragraph 8.14 of the Listing Requirements. We hereby set out below the monthly report for the month of November 2002 for your kind attention: "The Special Administrators of SHB wish to inform that there is no change to our announcement made on November 1, 2002 on the status of Sri Hartamas Bhd's plan to regularize its financial position. Further to receiving the conditional approval of the Securities Commission on July 9, 2002 on the Proposed Scheme of Arrangement of SHB, the Special Administrators are presently fulfilling the conditions imposed before implementing the proposals. The Securities Commission had also, via its letter dated August 14, 2002, granted its approval to SHB to implement the proposed disposals and set-off and transfers of assets of SHB and its subsidiaries as a means to settle outstanding debts of SHB and its subsidiaries. The Special Administrators are in the midst of completing the various disposals and set-off and transfers of assets. Yours faithfully For and on behalf of Sri Hartamas Berhad Special Administrators Appointed Ooi Woon Chee Special Administrator COMPANY PROFILE Originally, the operations of the Company were concentrated on the manufacture of textiles.Subsequently, due to the depressed textile markets, textile manufacturing operations were discontinued.Today, the Company's core activities are property development including dealing in land, property investment and investment holding. Property development projects undertaken by the Group are mainly located in Kuala Lumpur, Port Dickson, and Johor Bahru. On June 16, 2000, Pengurusan Danaharta Nasional Bhd appointed Special Administrators (SAs), namely Gan Ah Tee, Ooi Woon Chee and Mohamed Raslan bin Abdul Rahman of Messrs KPMG Corporate Services Sdn Bhd, to the Company, and subsequently on August 21, 2000 and October 18, 2000 respectively, to five of the Company's subsidiaries.On February 19, 2002, the SAs over Sri Hartamas Hotels Sdn Bhd were discharged following the successful implementation of the Company's workout proposal. Subsequently, the Company entered into an agreement with Hartamas Group Sdn Bhd (HGB), FACB Resorts Bhd, and various parties on May 23, 2001 which was revised and supplemented by a revised scheme on September 25, 2001.The revised scheme includes (i) proposed injection of assets by minority shareholders of FACB Resorts Bhd and FACB Marketing and Sales Services Sdn Bhd into HGB, which will participate in SHB's scheme for an aggregate consideration of RM660m, (ii) proposed issue of 43,004,083 new HGB shares to SHB in exchange for, inter alia, SHB issuing 43,004,083 Special SHB shares to HGB (share swap), (iii) proposed capital distribution pursuant to the share swap by SHB to its shareholders on the basis of 1 new HGB share for every 20 existing SHB shares, (iv) proposed cancellation of the 43,004,083 Special SHB shares held by HGB, (v) proposed issue of three new SHB shares to the SAs and/or nominated parties, (vi) proposed issue of 50m new HGB shares to SHB's creditors, (vii) proposed transfer of SHB's listing status to HGB, and (viii) proposed rights issue of 86,008,167 new HGB shares with up to 86,008,167 new warrants 2002/2007 by HGB at RM1.00 per rights share. The Company submitted the scheme to the SC for approval on September 29, 2001. CONTACT INFORMATION: Suite 33.01, Level 33, Plaza MBf, 8, Jalan Yap Kwan Seng 50450 Kuala Lumpur Tel: 03-267-0600 Fax: 03-262021216 TENCO BERHAD: Wholly Owned Unit Served with Foreclosure Order ------------------------------------------------------------- Further to the announcement made on October 31, 2002, the Board of Directors of Tenco Berhad wishes to announce that proceedings had been served on Westech Sdn Bhd (WSB), a wholly owned subsidiary of Tenco, on November 21, 2002 by solicitors for Malaysian Trustees Berhad (the Plaintiff) for foreclosure proceedings against WSB's properties held under Title No. 584, HS(D) 692, Mukim Seberang Perai, Daerah Seberang Perai Tengah, together with the building erected thereon and Title No. 3612, 3613 and 960, Bandar Tg. Bunga, Daerah Timur Laut together with the building erected thereon.The amount alleged to be owing to the Plaintiff on behalf of the Lenders as of October 28, 2002 is RM28,676,103-95. WSB is presently in consultation with its solicitors with an aim of opposing the aforesaid proceedings. COMPANY PROFILE Tenco is a manufacturer and supplier of industrial gases and industrial chemicals and adhesives which are widely used in the manufacturing sector. It also markets a wide range of building products for the building and construction industry. Tenco's operations are based mainly in Malaysia, with sales offices in Singapore and Canada. In July 2001 the Company announced that it had defaulted on interest payments due on June 30, 2001 in respect of a debt restructuring agreement dated January 31, 2000.The Group has appointed Messrs Ernst & Young as its financial adviser to embark on a financial restructuring exercise for a review and re-schedule of the interest repayment. CONTACT INFORMATION: No. 5, Jalan Pelabur 23/1 40000 Shah Alam, Selangor Tel: 03-5410612 Fax: 03-5410132 ===================== P H I L I P P I N E S ===================== DIGITAL TELECOMMUNICATIONS: Issues US$31.12M Convertible Bonds -------------------------------------------------------------- Digital Telecommunications Philippines Inc. (Digitel) will issue US$31.12 million worth of zero-coupon convertible bonds to finance its entry into the local mobile phone industry, AFX Asia reports. The bonds will have a 10-year maturity and carry 12 percent interest. ATR-Kim Eng Capital Partners Inc. has been tapped to market the bonds, with the issue date set tentatively set for December 12.They will be available only to shareholders of record as of September 30, 2002, with each of them entitled to subscribe to US$1 face value of bonds for every 217 shares of Digitel. According to Wright Investor's Service, Digital Telecommunications Phils Inc. at the end of 2001 had negative working capital, as current liabilities were 8.99 billion Philippine Pesos while total current assets were only 6.01 billion Philippine Pesos. Address: 110 Eulogio Rodriguez, Jr. Avenue, Bagumbayan, 1110 Quezon City (632) 633-00-00 www.digitelone.com Nature of Business: Communication Digitel's principal business objective is to be a leading full- service provider of digital telecommunications services in the Phils. The company is currently the second largest provider of fixed-line telecommunications services in the country and it intends to be the largest provider of such services in Luzon outside of Metro Manila by 1998. Through expansion of its existing network of continued focus on the provincial areas of Luzon, the company plans to create a telecommunications system which will cover more areas in Luzon than any other carrier and allow unprecedented reach for its subscribers. (Cut-off date: June 1, 1998) 6,356,976,310 2,542,790,524 2,444,404,300 38.45% EASYCALL COMMUNICATIONS: Listing Additional Shares -------------------------------------------------- The Philippine Stock Exchange has approved on September 25, 2002, the listing application submitted by EasyCall Communications, Philippines, Inc. to list additional 97,941,550 common shares, with a par value of P1.00 per share and 42,583,283 free subscription warrants, divided into: 1. 52,000,000 common shares to cover the Private Placement of Global E-Business Solutions, Inc. at a subscription price of P1.00 per share; 2. 3,358,267 common shares to cover the 0.53147:1 stock rights offering to minority stockholders of record as of October 16, 2002 at an offer price of P1 per share; 3. 40,000,000 free subscription warrants offer to GEBSI; 4. 2,583,283 free subscription warrants to cover the 0.76923:1 warrants offering to minority shareholders; 5. 42,583,283 common shares to cover the underlying shares of convertible warrants - 40,000,000 common shares for GEBSI and 2,583,283 common shares for minority shareholders at an exercise price of P1.15 per share subject to the actual exercise of warrants. In view thereof, the listing of the 52,000,000 common shares relating to the private placement of GEBSI; 3,358,267 common shares relating to the 0.53147:1 stock rights offering to minority shareholders; and the 42,583,283 subscription warrants is set for Monday, December 2, 2002. Actual listing and trading of the 42,583,283 common shares to cover the underlying shares of the warrants shall be one trading day from the receipt by the Exchange of the notice confirming the actual exercise of the warrants. The stock trading symbol of EasyCall Communications Philippines Inc. warrants is "ECPW" According to the Troubled Company Reporter-Asia Pacific, EasyCall International Limited had for the year ended 30 June 2002 slashed its net loss after tax to A$1.7 million (S$1.6 million) from the high of A$45.1 million (S$43.4 million) recorded a year ago. The Group restructured its operations last year to weed out loss making operations, taking one-time charges totaling A$39.4 million (S$37.9 million). MANILA ELECTRIC: Customers Billed at Rates Approved by Law ---------------------------------------------------------- The Manila Electric Company recently reiterated its position that it has not billed its customers beyond what is allowed by law. This statement was released amidst criticisms that the power firm may have "overbilled" its customers following a recent Supreme Court ruling. Meralco added that it merely followed a rate approved by the then Energy Regulatory Board. "The term 'overcharging' is applicable only if there is a concrete and deliberate intention to bill the customer more than what is legally acceptable," said Elpi Cuna, Jr., Meralco Vice President for Corporate Communication. "In so far as Meralco is concerned, our rates were duly approved by the regulatory body and as regulators it is tantamount that every detail in the electric bill passes though their review and scrutiny," he added. Previously,the then-Energy Regulatory Board (ERB) granted Meralco a provisional authority to raise its rates by 18.4 centavos. In 1998 a new set of regulators, however, reversed itself and ruled that Meralco should reduce its rates by 16.7 centavos. Meralco was also directed to refund to its customers the "excess" 16.7 centavos it had collected since February 1994. The case was immediately elevated to the Court of Appeals which reversed and set aside the ERB order in a final decision on December 1999. Meralco is currently studying all its available options including the possibility of filing a motion for reconsideration. It however stresses that it will abide by whatever final decision the Supreme Court will eventually hand down. The power firm also reiterated its commitment that it will continue to provide the highest level of service it has given its customers for close to a hundred years. The company is celebrating its centennial next year. For a copy of the press release, go to the Company's Website at http://e-services.meralco.com.ph MANILA ELECTRIC: Will Issue Refunds if Ordered, Arroyo Says ----------------------------------------------------------- Philippine President Gloria Macapagal Arroyo is certain that all customers of the Manila Electric Company (Meralco) will get their refund if ordered by the Supreme Court, Asia Pulse said on Monday. The President said her concern will be exclusively "justice through full restitution for Meralco's consumers as the Supreme Court rules." "But without undermining the stability of the nation's leading energy Company," she added. The President has ordered Energy Secretary Vicente Perez to immediately review the country's power policies and programs, as well as the changing of legal frameworks to ensure that the energy sector would continue to attract private investments. The order to Perez was aimed at ensuring that the energy requirements of the people would be served. NATIONAL POWER: Dependent on $400M Bridge Loan ---------------------------------------------- The National Power Corporation (Napocor) said it is now dependent on the $400-million bridge loan it is seeking from a group of international commercial banks led by Citibank NA to fund expenses for the rest of the year, the Business World reported on Friday, citing Napocor Officer-In-Charge Roland S. Quilala. The Power Sector Assets and Liabilities Management Corp.'s (PSALM) deferred for next year a planned $500-million dollar- denominated bond issue "until a more feasible structure for the ADB (Asian Development Bank) guarantee" is finalized. Napocor is also counting on the float to fund remaining expenses for the year.Of the $400-million bridge loan though the group of international commercial banks being tapped by government committed only $250 million. "We are solely relying on the bridge loan and the bond float for our financial requirements. If there would be delays in the bond float, then we will just be hoping for the approval of the (bridge loan) so we can pay our obligations," Mr. Quilala said. Napocor recently expressed optimism it will get in full its $400-million bridge loan application from the group of international commercial banks. Citibank NA/Salomon Smith Barney Hong Kong Ltd., Credit Lyonnais, Standard Chartered Bank and Sumitomo Mitsui Banking Corp. had agreed to provide $62.5 million each for the one-year loan facility. PHILIPPINE LONG: Plans to Allocate Y5.5B Capital Expenditure ------------------------------------------------------------ The Philippine Long Distance Telephone Co. (PLDT) will allocate some 5-5.5 billion pesos for next year's capital expenditure, lower than this year's 7 billion, the Today newspaper and AFX Asia reports, citing PLDT spokesman Butch Jimenez. The report did not mention how PLDT will raise the capex requirement for next year, but newspaper quoted a source as saying that it will be internally funded. RURAL BANK BISLIG: PDIC Takes Over Surigao Bank ----------------------------------------------- Philippine bank regulator Philippine Deposit Insurance Corp. (PDIC) has taken over operations of Rural Bank Bislig Inc in Mangagoy, Bislig, Surigao del Sur after the the Bangko Sentral ng Pilipinas (Central Bank of the Philippines) closed the bank last week, the Business World reported. Within the next 90 days, the PDIC will review the bank's assets to determine whether it will be nursed back into health. As of June, total loans of the bank amounted to PhP16.7 million ($311,631 at PhP53.589=$1) with 1,205 accounts. Assets stood at PhP31.4 million. Total liabilities were at PhP25.56 million. (M&A REPORTER-ASIA PACIFIC, Vol. No.1, Issue No. 238, December 2, 2002) ================= S I N G A P O R E ================= CHARTERED SEMICONDUCTOR: Merrill Lynch Mum on Stake Sale Issue -------------------------------------------------------------- Merrill Lynch declined to comment on market rumors it has unloaded the bulk of its holding of Chartered Semiconductor Manufacturing shares, a company spokesman told the AFX-Asia News. Earlier, OCBC Securities research head Gregory Yap said in morning research note that Merrill apparently called clients to place out 200 million of its Chartered Semi shares at SGD1.10- 1.15.Merrill obtained 275.157 million ordinary Chartered shares at SGD1 apiece, and convertible bonds equivalent to 352,437 ordinary shares, or 11% of Chartered's share capital, as lead underwriter for the rights issue. About Chartered Semiconductor Chartered Semiconductor Manufacturing is committed to chips. The company is the world's #3 semiconductor foundry, behind Taiwan Semiconductor and United Microelectronics. Chip makers use Chartered's wafer fabrication plants (fabs) to produce cutting- edge communications chips according to their own designs. Besides its own fabs, Chartered operates joint venture facilities with Agilent and Agere. It offers chip assembly and test services through sister firm ST Assembly Test Services. Top customers include Broadcom, Ericsson, Ricoh, and STMicroelectronics. Singapore Technologies -- which is wholly owned by the Singapore government -- owns more than 60% of Chartered. About Merrill Lynch Lately it's "The Bull" that's been getting bucked, but it's trying to hang on. Merrill Lynch, once the undisputed leader of the herd, now finds itself in a close fight for dominance with fellow retail/wholesale financial supermarket Morgan Stanley. The firm offers financial services for private, institutional, and government clients, including mutual fund, insurance, annuity, trust, and clearing services, in addition to traditional investment banking and brokerage. Merrill Lynch faces a firestorm of bad publicity stemming from a monumental $100 million settlement over alleged biased research, possible involvement in Enron's fabricated energy deals, and a role in the ImClone scandal. (M&A REPORTER-ASIA PACIFIC, Vol. No.1, Issue No. 238, December 2, 2002) CHEW EU: Meeting With Unsecured Creditors ----------------------------------------- The Directors of Chew Eu Hock Holdings Ltd announced that at the meeting of unsecured creditors of Chew Eu Hock Construction Co. Private Limited (CEHC) held on 29 November 2002 at 3 p.m., the unsecured creditors of CEHC (the Creditors) received and considered the Statement of Proposals dated 15 November 2002 prepared by the Judicial Manager as well as the scheme of arrangement to be implemented by the Company, CEHC and the Creditors (the Scheme). The Creditors voted on the following: (1) The Statement of Proposals dated 15 November 2002, proposing that Creditors accept the Scheme; and (2) The Scheme, which provides for a debt restructuring plan (details of which are set out in the announcement dated 15 November 2002). The Directors of the Company are pleased to announce that the Statement of Proposals dated 15 November 2002 and the Scheme were approved by 96.9 percent in number and 97 percent in value of the Creditors, present and voting either in person or by proxy at the said meeting. EDGEMATRIC PTE: Enters Winding Up Petition ------------------------------------------ The Board of Directors of Twinwood Engineering Limited announced that the petition filed on November 8, 2002 for the winding up of EdgeMatrix Pte Ltd EdgeMatrix was heard by the High Court of Singapore on 28 November 2002, and the High Court ordered that EdgeMatrix be wound up and that the Official Receiver be appointed the liquidator of EdgeMatrix. EXCEL MACHINE: Receives Petition For Judicial Management Order -------------------------------------------------------------- The Board of Directors of Excel Machine Tools Ltd announced that a joint petition for judicial management was served on the Company on 29 November 2002. The joint petitioners are United Overseas Bank Limited, The Development Bank of Singapore Limited, Standard Chartered Bank, HL Bank, Malayan Banking Berhad, Citibank, N.A. and Oversea-Chinese Banking Corporation Limited (collectively the "Creditor Banks. The Petition relates to a claim for an aggregate amount of approximately S$67,000,000 in respect of banking facilities extended by the Creditor Banks to the Group.The High Court of Singapore will hear the Petition on December 13, 2002. Notwithstanding the above, the Company firmly believes in its long-term viability. It has to date confirmed orders equivalent to 70 percent of FY 2003's projected sales contemplated under the Company's debt restructuring plan, which was presented to the Creditor Banks on 30 October 2002. The Company worked out the debt-restructuring plan with the assistance of Credit Lyonnais (Singapore) Merchant Bankers Limited, who was appointed by the Company for this purpose. Moreover, the Company has been successful in achieving savings of S$2,000,000 as a result of cost-cutting measures as planned, as well as the disposal of non-core assets of approximately S$8,000,000 to enable the Company to address its near-term viability issues. The Company also contends that placing the Company under judicial management is contrary to the best interests of the Company, its shareholders, and the Creditor Banks. To protect the interest of all stakeholders, the Company intends to continue to exhaust all possible avenues and believes it can reach an amicable resolution with the Creditor Banks in view of its strong order book. The Company shall also be seeking legal advice in respect of the Petition. NATSTEEL LTD: Sanion's Interests Changed ---------------------------------------- Natsteel Ltd posted a notice of changes in substantial shareholder Sanion Enterprises Limited's interests as follows: Name of substantial shareholder: Sanion Enterprises Limited Date of notice to company: November 29, 2002 Date of change of interest: November 28, 2002 Name of registered holder: Citibank (Nominees) Singapore Pte Ltd Circumstance(s) giving rise to the interest: Open market purchase Shares held in the name of registered holder No. of shares of the change: 1,156,000 % of issued share capital: 0.31 Amount of consideration per share excluding brokerage, GST, stamp duties, clearing fee: $2.05 No. of shares held before change: % of issued share capital: No. of shares held after change: % of issued share capital: Holdings of Substantial Shareholder including direct and deemed interest No. of shares held before change: 89,404,000 (Direct) % of issued share capital: 24.12 (Direct) No. of shares held after change: 90,560,000 (Direct) % of issued share capital: 24.43 (Direct) Total shares: 90,560,000 (Direct) Based on 370,643,237 shares issued as at 27 November 2002. About Natsteel Ltd Just as a metallurgist mixes metals to produce a strong alloy, NatSteel mixes steelmaking and other activities to make it one of Singapore's largest industrial groups. NatSteel's operations include steel (roughly 64% of sales), electronics, building products, chemicals, engineering products and services, and property development. The company has steel minimills in China, Malaysia, the Philippines, Singapore, and Vietnam. Its electronics division consists of many contract manufacturers, as well as a major investment in modem maker U.S. Robotics. In 2002 the company sold its NatSteel Broadway (printed circuit boards, plastic and metal components) unit to Flextronic International for about $367 million. (M&A REPORTER-ASIA PACIFIC, Vol. No.1, Issue No. 238, December 2, 2002) S U B S C R I P T I O NI 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, Larri-Nil Veloso, 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. 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