/raid1/www/Hosts/bankrupt/TCRAP_Public/021219.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
Thursday, December 19, 2002, Vol. 5, No. 251
Headlines
A U S T R A L I A
ANACONDA NICKEL: Releases Further Fluor Update
G.R. TOMARCHIO: Director Pleads Guilty to $1.3M Breach
NEW TEL: Discloses Administrators' Update Letter
UNITED ENERGY: Evaluates Strategic Opportunities With ALN
UNITED ENERGY: S&P Places Ratings on CreditWatch Negative
UNITED ENERGY: Responds to S&P Credit Watch Decision
C H I N A & H O N G K O N G
139 HOLDINGS: Extends Agreement Terms Fulfillment to March 14
FUJIAN GROUP: Narrows Loss as Finance Costs Fall
GREATWALL CYBERTECH: BEA Issued Statutory Demands
JILIN CHEMICAL: Books RMB1,083M 2002 Loss
KAM FAI: Faces Winding Up Petition
QUAM LIMITED: Operations Loss Widens to HK$5208M
SINO-I.COM: Price, Turnover Movements Inexplicable
TOPKIND DEVELOPMENT: Winding Up Hearing Scheduled in January
YIU WING: Winding Up Petition Pending
I N D O N E S I A
ASIA PULP: Indonesian Units Sign Debt Revamp Deal With IBRA
ASTRA INTERNATIONAL: Rights Issue at Rp1,000 to Raise US$158M
J A P A N
ASAHIKAWA MEMORIAL: Golf Course Applies for Rehabilitation
AOZORA BANK: Offloading Loans From Balance Sheet
HITACHI LIMITED: Head Suggests More Wage Cuts
MATSUSHITA ELECTRIC: Enters Partnership With Sony
NICHIMEN CORP.: R&I Places Rating on Monitor Scheme
NICHIREI CORPORATION: Dissolves Seafood Processing Unit
NIPPON MEAT: Reorganizes Structure
SOGO INC.: Entering Alliance With Seibu Next Year
TOKYU TOURIST: Sees FY02 Y160M Net Loss
K O R E A
CHOHUNG BANK: Pushes for Higher Sale Tag
CHOHUNG BANK: Selects Winning Bidder After Election
CHOHUNG BANK: Winning Bidder Selection Likely Next Year
DAEWOO MOTOR: Clarifies "GM May Buy Additional Units" Report
M A L A Y S I A
BRIDGECON HOLDINGS: Units Under Creditors' Voluntary Liquidation
CONSTRUCTION AND SUPPLIES: Proposes Proposals' Changes
CYGAL BERHAD: SC Grants Proposal Conditional Approval
KILANG PAPAN: Moratorium Period Extended for One Year
LONG HUAT: BPSB, PKNP Withdraw Workout Scheme Participation
NORTH BORNEO: Obtains SC's Guidelines Exemption Approval
PARK MAY: Proposes Renewal of General Mandate to Reduce Expenses
RENONG BERHAD: Placement Shares Issue Price Fixed at RM0.50
SOUTHERN PLASTIC: Issues Additional Restructuring Scheme Info
TECHNO ASIA: Releases November 2002 Production Figures
TIMBERMASTER INDUSTRIES: Moratorium Period Extended Until 2003
UH DOVE: Receives PwC's Resignation Notice
WING TIEK: January 8th 25th AGM Scheduled
YTL LAND: No Longer an Affected Listed Issuer
P H I L I P P I N E S
GLASGOW COLLECTION: Investors May Still Get Their Money Back
MANILA ELECTRIC: Upgrades Facilities
MULTINATIONAL TELECOM: SEC Filing Criminal Suits Immediately
PHILIPPINE LONG: Enters Interconnection Deal With Digitel
PHILIPPINE LONG: Cutting 500 Operators Could Help Company
VICTORIAS MILLING: Clarifies Stock Surrender Report
S I N G A P O R E
CHEMICAL INDUSTRIES: Reports on Rights Issue, Proceeds
HAW PAR: Voluntarily De-Registering Australian Unit
WEE POH: SEC Grants Waiver
UNITED OVERSEAS: Voluntarily Winding Up Australian Unit
T H A I L A N D
JASMINE INTERNATIONAL: Posts Warrant Conversion Results
MILLENNIUM STEEL: Posts Pre-Trade Analyst Conference Q&A
PAE THAILAND: Increases Registered, Paid-up Capital
PRASIT PATANA: SET Grants Listed Securities
SIAM UNITED: TAMC Grants Debt Plan Conditional Approval
TPI POLENE: To Undergo Capital Fund Raising Exercise
VIBUL THANI: Files Business Reorganization Petition
- - - - - - - -
=================
A U S T R A L I A
=================
ANACONDA NICKEL: Releases Further Fluor Update
----------------------------------------------
As previously announced, the net amount initially awarded to
Anaconda Operations on behalf of the Murrin Murrin Joint Venture
participants under Phase 1 of the arbitration with Fluor
Australia was A$39.8 million. This was subsequently revised to
A$42.3 million following a recalculation of interest. Both
Anaconda and Fluor have appealed certain aspects of the initial
award.
With the award of costs of $12.4 million as announced Wednesday,
the net amount awarded to Anaconda Operations covering Phase 1
of the arbitration totals $54.6 million. Fluor have now paid
A$27.632 million into an escrow account under the control of the
Scheme Administrator for the Scheme creditors, and has withheld
A$15.4 million being the amount subject of the appeal to be held
in February 2003. The award of A$12.4 million costs is expected
to be received shortly.
As previously announced, under the terms of a proposed debt
restructure, the Scheme creditors of the participants in the
Murrin Murrin Joint Venture will receive 90% of the Phase 1
award after deduction of certain Fluor arbitration costs paid by
Anaconda Operations or the Murrin Murrin Joint Venture
participants. The Murrin Murrin Joint Venture participants will
retain the balance.
CONTACT INFORMATION: John Quayle
COMPANY SECRETARY
+61 8 9212 8400
Tony Dawe,
Ward Holt Corporate Communication
+61 8 9221 8722
G.R. TOMARCHIO: Director Pleads Guilty to $1.3M Breach
------------------------------------------------------
Mr Sebastian Tomarchio, a 28-year-old Shepparton fruit grower,
has pleaded guilty in the Melbourne Magistrates Court to five
charges laid by the Australian Securities and Investments
Commission (ASIC).
ASIC alleged that between February and October 2000, while a
director of his parents' fruit orchard business G.R. Tomarchio
Pty Ltd (In Liquidation), Mr Tomachio provided more than 140
false, inflated or previously paid invoices totaling $1.3
million to a factoring company. A factoring company purchases
the debts owed to a business at a slightly reduced price to help
the business obtain financing.
After pleading guilty to five counts of breaching his directors
duties, Mr Tomarchio was released on bail. He will be sentenced
in the Melbourne County Court on 28 April 2003. The
Commonwealth Director of Public Prosecutions is prosecuting this
matter.
NEW TEL: Discloses Administrators' Update Letter
------------------------------------------------
New Tel Limited (Administrators Appointed) ACN 009 068 955 ABN
85 009 068 955 posted a letter from its Administrators,
PricewaterhouseCoopers, on administration update. Go to
http://www.bankrupt.com/misc/TCRAP_NWL1219.pdfto see a copy of
the said letter.
CONTACT INFORMATION: Andrew Head
Communications
PricewaterhouseCoopers
Tel: (02) 8266 21 1 1
Mobile: 041 1 268 001
UNITED ENERGY: Evaluates Strategic Opportunities With ALN
---------------------------------------------------------
AlintaGas Limited (ALN) and United Energy Limited (UEL)
announced that they are currently reviewing strategic
opportunities in relation to ALN acquiring Aquila's 34 per cent
indirect interest in UEL. The strategic opportunities relate to
the possible merger of the activities of the distribution
businesses of ALN and UEL.
Aquila holds its interest in UEL through Power Partnership Pty
Limited, which is jointly owned with AMP Henderson Global
Investors. UEL through WA Gas Holdings Pty Limited holds an
interest in ALN in conjunction with Aquila.
The consideration of these opportunities is at a preliminary
stage only; the companies will advise the market of any material
developments in accordance with their disclosure obligations.
CONTACT INFORMATION: Graeme Thompson
INVESTOR RELATIONS MANAGER
Ph: (03) 9222 9138
Mobile: 0412 020 711
UNITED ENERGY: S&P Places Ratings on CreditWatch Negative
---------------------------------------------------------
Standard & Poor's Ratings Services on Wednesday placed its 'A-'
long-term and 'A-2' short-term ratings on United Energy Ltd. on
Credit Watch with negative implications. The rating action
follows the announcement by AlintaGas Ltd. (BBB/Watch Dev/A-2)
and United Energy that they are reviewing strategic
opportunities with a possible merger of the activities of the
distribution businesses of AlintaGas and United Energy.
The strategic opportunity would involve AlintaGas acquiring
Aquila Inc.'s (BB/Negative/--) 34% stake in United Energy and a
potential restructure of the United Energy business.
"Until such time as the implications of a possible merger become
clear, the uncertainty it raises means that a CreditWatch
Negative on United Energy's ratings is appropriate", said Laurie
Conheady associate director, Corporate & Infrastructure Finance
Ratings. "The substitution of AlintaGas for Aquila in the share
registry of United Energy, of itself, is not a significant
credit issue for United Energy. Of greater significance,
however, is the possibility of an organizational restructure
involving closer operational ties between the lower rated
AlintaGas with the strongly rated United Energy. The potential
impact on the management of United Energy and its financial
profile, together with the uncertainty surrounding the form of
ownership by AlintaGas, suggest the possible merger is likely to
be a negative transaction for existing debt providers to United
Energy", Mr. Conheady added.
The CreditWatch points to the ratings remaining unchanged or
potentially being lowered. Standard & Poor's will continue to
closely monitor developments and provide the market with updates
on the likely implications for United Energy's ratings as they
become clearer, with a resolution of the CreditWatch likely
toward the end of the first quarter in 2003.
UNITED ENERGY: Responds to S&P Credit Watch Decision
----------------------------------------------------
United Energy Limited (UEL) Chief Finance Officer, Doug Evanson,
commented Wednesday that while UEL is disappointed by Standard &
Poor's decision to place the Company on negative credit watch,
it understood such decision in light of joint announcement with
AlintaGas Limited (ALN) regarding the possible merger of the
activities of the distribution businesses of ALN and UEL.
Mr Evanson, said that it was important to note that the decision
by Standard & Poor's was not a reflection of any deterioration
in the underlying credit quality of UEL.
"The financial position and cash-flows of the Company have never
been stronger. UEL remains committed to the maintenance of a
high investment grade rating."
With regard to Tuesday's announcement, Chief Executive Officer,
Bob Holzwarth, reiterated that no formal proposal was yet before
UEL's independent directors.
"Our independent directors informed UEL management that they are
in preliminary, ongoing discussions at this stage, nothing has
formally been proposed."
Mr Holzwarth said that UEL and ALN had worked closely since the
acquisition by UEL and Aquila of the 45% cornerstone
shareholding in ALN.
"While we recognize this is unsettling for all stakeholders of
our business, directors thought it prudent to keep the market
informed so as to negate the potential for ongoing speculation.
"It is business as usual at UEL. We have a great business run by
dedicated and competent people. The leadership team, our staff
and I will continue to focus on our key task, that of maximizing
the performance of the business for all stakeholders."
UEL will keep the market informed of relevant, material
information, as is required under Australian Stock Exchange
Listing Rule obligations.
CONTACT INFORMATION: Paul Bird
MANAGER CORPORATE COMMUNICATIONS AND
STAKEHOLDER RELATIONS
Phone: (+61 3) 9222 8520
Mobile: 0414 247 794
Fax: (+61 3) 9222 9161
e-mail: pbird@ue.com.au
================================
C H I N A & H O N G K O N G
================================
139 HOLDINGS: Extends Agreement Terms Fulfillment to March 14
-------------------------------------------------------------
Reference is made to the announcement of the Company dated 17
September 2002 in relation to the sale and purchase of entire
issued share capital in the Subsidiary pursuant to and subject
to terms and conditions of the Agreement.
As provided in the Agreement, if any of the conditions stated
therein has not been satisfied on or before 14 December 2002 or
such later date as the Company may agree, the Agreement shall
cease and be determined according to the terms thereof. The
Directors would like to inform that as more time is required to
complete the due diligence review in relation to the Subsidiary,
the Company has agreed to extend the time and date for the
fulfillment or satisfaction of the conditions of the Agreement
to 12:00 noon on 14 March 2003, all other terms and conditions
of the Agreement remain unchanged.
FUJIAN GROUP: Narrows Loss as Finance Costs Fall
------------------------------------------------
Property investment and development Fujian Group reported a net
loss of HK$22 million for the six months ended September 30,
narrowing its HK$114.4 million loss from a year earlier.
Turnover fell 31 percent to HK$9.9 million, but the firm
managed to record an operating profit of HK$7 million for the
half-year, The Standard reported Tuesday.
The Company posted an operating loss of HK$71.8 million for the
same period last year. Half-year finance costs dropped 16.4
percent to HK$29 million. As at March 31, the group had net
liabilities of about HK$418M and incurred a loss of about
HK$196 million for the year, according to the announcement
dated September 27.
The group wrote off a total of HK$104.5M in relation to
revaluation of investment properties, loss on disposals of
charged investment properties, loss on disposal of interest in
a jointly controlled entity, and provision for doubtful debts
for the financial year ended March 31.
The group said in September that it had failed to meet any
scheduled loan installments and interest payments to its
bankers since August 1999, all of its banking facilities had
been frozen. Some of its mortgaged properties had been put
under receivership, enforced and sold by creditor banks or
taken possession of by mortgagees, the group said.
GREATWALL CYBERTECH: BEA Issued Statutory Demands
-------------------------------------------------
The Directors of GreatWall Cybertech Limited announces that
Statutory Demands were issued by one of its bank creditors, The
Bank of East Asia Limited (BEA), to the Company and one of its
subsidiaries, Video Epoch Limited (VEL), which is no longer in
active operation, on December 2, 2002 and November 27, 2002
respectively. BEA issued demand letters to VEL and the Company
(as Guarantor) for payment of approximately HIK$17.8 million
*(calculated up to and including November 8, 2002) and further
interest of the aforementioned alleged trade loans up to and
including November 9, 2002. The said debts incurred by VEL and
guaranteed by the Company are not disputed by VEL and the
Company.
On November 11, 2002, Beauty Mark Industrial Limited has issued
Statutory Demand to VEL for an alleged sum of HK$88,778.57 for
materials supplied plus interest and costs. VEL did not dispute
or pay the said amount. Beauty Mark has taken no further action.
On November 15, 2002, STMicroelectronics Asia Pacific Pte
Limited has issued Statutory Demand to VEL for an alleged sum of
HK$1.3 million for materials supplied plus interest and costs.
VEL did not dispute or pay the said amount. No further action
has been taken by STMicroelectronics Asia Pacific Pte Limited.
The Company is currently negotiating with BEA and other bank
creditors, which have not issued Statutory Demands in Hong Kong
in respect of a repayment proposal with a view to reach a
settlement on appropriate terms. The bank creditors of the
Company are in agreement that the Company should engage a
financial adviser to participate in the restructuring of the
Company and the Company will appoint such adviser shortly. The
Board is also confident that such an agreement can be reached
and the BEA will not proceed to petition for winding up the
Company.
The Company would have difficulties in meeting the demands for
payment by its bank creditors in Hong Kong, in particular BEA,
should they not agree to the repayment proposal which shall be
made to them by the financial adviser of the Company shortly.
Further announcements will be made promptly when there is any
material development in this regard.
JILIN CHEMICAL: Books RMB1,083M 2002 Loss
-----------------------------------------
Jilin Chemical Industrial Company Limited recorded losses of
RMB879 million and RMB1,083 million in the years 2001 and 2002
respectively in accordance with PRC accounting standard. Given
that a loss of RMB659 million was incurred during the period
between January and September 2002, the Company is expected to
suffer a loss for the whole year. There is a risk that trading
of it's A Shares may be suspended. Investors are advised to take
into account investment risks when dealing with the shares of
the Company.
KAM FAI: Faces Winding Up Petition
----------------------------------
The petition to wind up Kam Fai Civil Engineering Limited is set
for hearing before the High Court of Hong Kong on January 15,
2002 at 10:00 in the morning.
The petition was filed with the court on November 1, 2002 by
Chan Hon Cheung of 21B, Kaw Liu Village, Ta Kwu Ling, Sheung
Shui, New Territories, Hong Kong. Tam Lee Po Lin, Nina
represents the petitioner.
Creditors and other interested parties are encouraged to attend
the hearing. They only need to notify in writing Tam Lee Po
Lin, Nina, which holds office on the 27th Floor, Queensway
Government Offices, 66 Queensway, Hong Kong.
QUAM LIMITED: Operations Loss Widens to HK$5208M
------------------------------------------------
Quam Limited announced on 16 December 2002:
(stock code: 00952 )
Year end date: 31/03/2003
Currency: HKD
Auditors' Report: N/A
Review of Interim Report by: Audit Committee
(Unaudited)
(Unaudited) Last
Current Corresponding
Period Period
from 01/04/2002 from 01/04/2001
to 30/09/2002 to 30/09/2001
Note ('000) ('000)
Turnover : 23,638 24,582
Profit/(Loss) from Operations : (52,768) (28,732)
Finance cost : (540) (300)
Share of Profit/(Loss) of
Associates : N/A N/A
Share of Profit/(Loss) of
Jointly Controlled Entities : N/A N/A
Profit/(Loss) after Tax & MI : (53,313) (29,032)
% Change over Last Period : N/A %
EPS/(LPS)-Basic (in dollars) : (0.015) (0.0097)
-Diluted (in dollars) : N/A N/A
Extraordinary (ETD) Gain/(Loss) : N/A N/A
Profit/(Loss) after ETD Items : (53,313) (29,032)
Interim Dividend : Nil Nil
per Share
(Specify if with other : N/A N/A
options)
B/C Dates for
Interim Dividend : N/A
Payable Date : N/A
B/C Dates for (-)
General Meeting : N/A
Other Distribution for : N/A
Current Period
B/C Dates for Other
Distribution : N/A
Remarks:
1. Reclassification of Turnover
Period ended Period ended
30-Sep-02 30-Sep-01
Turnover Turnover
HK$'000 HK$'000
Continuing operations:
Advertising and agency service fees 1,285 3,628
Website management and related services 4,762 1,644
Commission income on futures and
securities trading 6,593 603
Advisory and placement fee income 4,019 432
Net realized gains and losses on
other investments 1,179 6,505*
Investments income 3,663 0
Interest income from margin financing
and 2,137 0
money lending operations ----------- --------
23,638 12,812
Discontinued operations:
Manufacture and sales of portfolios,
portable cases, luggage products,
purses and accessories 0 11,770
---------- --------
0 11,770
------------ --------
23,638 24,582
========= =========
Remarks: * Restated as turnover not reflected in period ended
30 September 2001 Interim Report
2. Continuing / discontinued operations
Analysis of the Group's turnover and contribution to by
continuing and discontinued activities is as follows:
6 months ended 6 months ended
30 September 2002 30 September 2001
Contribution to Contribution to
Turnover operating loss Turnover operating loss
HK$'000 HK$'000 HK$'000 HK$'000
Continuing operations 23,638 (52,768) 12,812 (33,511)
Discontinued operations 0 0 11,770 4,779
------- ---------- ------ -------
23,638 (52,768) 24,582 (28,732)
======= ========== ======== =========
3. Loss per share
The calculation of basic loss per share is based on the loss
attributable to shareholders for the Period of HK$53,313,000
(2001: HK$29,032,000) and the weighted average of
3,548,335,251(2001: 2,980,996,061) ordinary shares in issue
during the Period. An adjustment factor has been made in
accordance to SSAP 5 in relation to the rights issue during the
Period.
There were no potential dilutive ordinary shares in existence
for both the current and previous periods and therefore, no
diluted loss per share was presented.
SINO-I.COM: Price, Turnover Movements Inexplicable
--------------------------------------------------
Sino-i.com Limited has noted the recent increases in the price
and the volume of the shares of the Company and wish to state
that it is not aware of any reasons for such increases.
The Company also confirmed that there are no negotiations or
agreements relating to intended acquisitions or realizations
which are discloseable under paragraph 3 of the Listing
Agreement, neither is the Board aware of any matter discloseable
under the general obligation imposed by paragraph 2 of
the Listing Agreement, which is or may be of a price-sensitive
nature save for the interim results for the six months ended 30
September 2002 of the Company as announced on 16 December 2002.
Wrights Investors' Service reports that at the end of 2002,
Sino-I.com Limited had negative working capital, as current
liabilities were HK$1.16 billion while total current assets were
only HK$589.70 million.
TOPKIND DEVELOPMENT: Winding Up Hearing Scheduled in January
------------------------------------------------------------
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 Topkind
Development Limited.
Lau Wai Ching of Room 2301, Pok Chi House, Pok Hong Estate,
Shatin, New Territories, Hong Kong filed the petition on October
25, 2002. Tam Lee Po Lin, Nina represents the petitioner.
Creditors and other interested parties are encouraged to attend
the hearing. They only need to notify in writing Tam Lee Po
Lin, Nina, which holds office on the 27th Floor, Queensway
Government Offices, 66 Queensway, Hong Kong.
YIU WING: Winding Up Petition Pending
-------------------------------------
Yiu Wing Ningsi Real Estate Development Company Limited is
facing a winding up petition, which is slated to be heard before
the High Court of Hong Kong on January 8, 2003.
The petition was filed on October 28, 2002 by Chan Chi Keung of
Room 2903, 29/F., Wan Loi House, Wan Tau Tong Estate, Tai Po,
New Territories, Hong Kong. Tam Lee Po Lin, Nina represents the
petitioner.
=================
I N D O N E S I A
=================
ASIA PULP: Indonesian Units Sign Debt Revamp Deal With IBRA
-----------------------------------------------------------
The four Indonesian units of Asia Pulp & Paper Co Ltd namely PT
Indah Kiat Pulp & Paper, PT Tjiwi Kimia, PT Lontar Papyrus Pulp
& Paper and PT Pindo Deli Pulp & Paper Mills, have signed a debt
restructuring agreement with the Indonesian Bank Restructuring
Agency (IBRA) and some other creditors, AFX-Asia reported
Wednesday.
APP said that while some other major creditors, are yet to sign
the agreement pending some unsettled issues, they however,
support the agreement signed on Wednesday.
APP's restructuring taskforce Deputy Chairman Gandi Sulistyanto
said the APP group and its creditors expect a final agreement
with all the creditors to be signed by the end of March 2003. He
also said that the creditors who signed the agreement on
Wednesday will start receiving interest payments from January.
IBRA Chairman Syafruddin Temenggung said that 30 creditors
representing 52 percent of the APP units' combined debt have
signed and approved the restructuring agreement.
Under the agreement, debtors are obliged to pay an amount of
US$360 million to an escrow account annually from 2003 to 2005,
with the amount rising to US$420 million per annum in the years
2006 and 2007, and to US$480 million annually from 2008 to 2012.
The 10-year debt restructuring scheme involves three tranches --
tranche A, composed of sustainable debt, of US$1.2 billion;
tranche B, of refinancable debt, of US$3 billion and tranche C,
consisting of unsustainable debt, of over US$2 billion.
The four APP Indonesian units have combined debts of US$6.2
billion, out of APP's total US$13.0 billion debt.
ASTRA INTERNATIONAL: Rights Issue at Rp1,000 to Raise US$158M
-------------------------------------------------------------
PT Astra International will issue 1,428,823,107 shares in a 13-
for-7 rights issue at Rp1,000 to raise Rp1.429 trillion (US$158
million), AFX-Asia reports citing Astra President Director Budi
Setiadharma.
"The pricing represents a 51.4 pct discount to the ex-rights
theoretical price of RP2,056 as of Dec 17," Director Setiadharma
said, adding that the pricing takes into account the share price
fluctuation as well as the interest of minority shareholders.
He said that under this pricing strategy, retail investors could
still subscribe to the rights by selling a portion of their
current positions. "We care about the interests of retail
investors,"
The company will allocate US$60 million for debt repayment,
US$40 million for investment in associated companies such as
United Tractors, and the rest will go for working capital.
=========
J A P A N
=========
ASAHIKAWA MEMORIAL: Golf Course Applies for Rehabilitation
----------------------------------------------------------
Asahikawa Memorial Country Club KK, which has total liabilities
of 5.8 billion yen, recently applied for civil rehabilitation
proceedings, according to Tokyo Shoko Research. The golf course
has 490 million yen in capital is located at Asahikawa-si,
Hokkaido, Japan.
AOZORA BANK: Offloading Loans From Balance Sheet
------------------------------------------------
Aozora Bank will be offloading loans from its balance sheet
through collateralized loan obligations (CLO), unveiling a
transaction where more than 300 billion yen of its loans will be
securitized, Dow Jones said on Wednesday.
The bank has established a structure that will allow it to make
a number of issues of securities backed by the loan pool. The
first issue includes 50 billion yen of floating-rate senior
notes.
The Company's main reason for setting up the CLO is to diversify
it's fund-raising and to learn more about structured finance
products, according to a spokesman for the bank.
Aozora Bank has a total of 469.7 billion yen in bad loans as of
June end, down 19.9 billion yen from the end of March, the
Troubled Company Reporter-Asia Pacific reports.
Aozora Bank (formerly Nippon Credit Bank) was the second
Japanese credit bank nationalized in the wake of Asia's
financial crisis after the Long-Term Credit Bank of Japan (now
Shinsei Bank, owned by US investor group Ripplewood Holdings).
Bad loans and Japan's "Big Bang" financial deregulation added to
the bank's troubles.
Traditionally a lender to small and midsized businesses, before
the takeover it had started closing overseas branches and
expanding its financial services. Aozora has a network of 15
branches in Japan and about five offices overseas. A consortium
led by Japan's SOFTBANK took over Aozora Bank after finally
reaching an agreement with the government.
HITACHI LIMITED: Head Suggests More Wage Cuts
---------------------------------------------
Etsuhiko Shoyama, the President of Hitachi Limited, persuaded
its labor union to accept another wage cut during next spring's
"shunto" annual wage talks, Kyodo News reports.
"It may be a matter of course to conduct a wage cutback since
the economy is going through deflation," Shoyama said.
Hitachi may be able to expand its overall workforce as it is
expected to continue to relocate some production facilities
overseas as it is trying to maintain the size of the domestic
workforce by creating new business lines, the report said.
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.
MATSUSHITA ELECTRIC: Enters Partnership With Sony
-------------------------------------------------
Matsushita Electric Industrial Co. Ltd. (Panasonic) and Sony
Corporation announced their agreement to work in partnership on
the development of an enhanced Linux(R)*1 platform for digital
home electronic devices. The companies will aim to apply the
fruits of their collaboration to their AV (audio visual)
products and to make the source code *2 available to the public
for free in order to encourage its broader use throughout the
industry.
While Linux is well known as an operating system for personal
computers and servers, today it is also finding applications in
the area of digital home devices. Therefore, users expect even
shorter start-up times and improved response. The two companies
plan to study the functions and performance required for digital
home electronic devices, and develop a Linux platform that meets
those requirements.
Matsushita and Sony will evaluate the suitability of the newly
developed version of Linux as one of the platforms for digital
home electronic devices such as portable and home AV products.
As with earlier versions of Linux, the newly developed source
code will be publicized freely under the General Public License
(GPL)*3, which permits free usage and modification. This co-
development program can further promote technological
advancement and wider application of Linux through free exchange
of ideas within the open source community,
The two companies are considering the establishment of a forum
group based on the results of this co-development with other
electronics companies in order to expand these activities.
Further details will be discussed with the companies supporting
this idea such as Hitachi, Ltd., IBM Corporation, NEC
Electronics Corporation, Royal Philips Electronics, Samsung
Electronics Co., Ltd., and Sharp Corporation.
*1 Linux: a Unix compatible open source operating system created
in 1991 by Linus Torvalds, then a graduate student at the
University of Helsinki. Under the General Public License, the
source code is freely distributed and available to the general
public, with engineers around the world extending and
maintaining it on a voluntary basis.
*2 Source Code: a computer program describing software algorithm
written in source language.
*3 GPL (General Public License): a written license scheme based
upon the principles established by the Free Software Foundation
(FSF), a non-profit organization founded by Richard Stallman to
promote free distribution of software.
Linux(R) is a registered trademark owned by Linus Torvalds.
Matsushita Electric Industrial Co., Ltd.
www.panasonic.co.jp/global/top.html best known for its
Panasonic, National, Technics, and Quasar brands, is a worldwide
leader in the development and manufacture of electronics
products for a wide range of consumer, business, and industrial
needs. Based in Osaka, Japan, the company recorded consolidated
sales of US$51.70 billion for the fiscal year ended March 31,
2002. In addition to stock exchanges in Tokyo (TSE: 6752) and
elsewhere in Japan, Matsushita's shares are listed on the
Amsterdam, Dusseldorf, Frankfurt, New York (NYSE: MC), Pacific,
and Paris stock exchanges.
Sony Corporation http://www.sony.net/is a leading manufacturer
of audio, video, game, communications and information technology
products for the consumer and professional markets. With its
music, pictures, computer entertainment and on-line businesses,
Sony is uniquely positioned to be a leading personal broadband
entertainment company in the world. Sony recorded consolidated
annual sales of nearly $57 billion for the fiscal year ended
March 31, 2002.
The Troubled Company Reporter-Asia Pacific reported that
Matsushita Electric Industrial Co.'s recovery is on track after
posting a group operating profit of 45.37 billion in the first
half ending September, versus a loss of 75.71 billion yen a year
earlier.
No earnings figures were officially given for the July-September
period.
The Company posted a group net profit of 17.85 billion yen for
the first half, reversing from a year-earlier loss of 69.47
billion yen.
Contact:
Matsushita Electric Industrial Co., Ltd
Yasuhiro Fukagawa,
Corporate Communications Division
Tel: +81-3-3578-1237, Fax: +81-3-5472-7608
Sony Corporation
Shinji Obana,
Corporate Communications
Tel: +81-3-5448-2200, Fax: +81-3-5448-3061
NICHIMEN CORP.: R&I Places Rating on Monitor Scheme
---------------------------------------------------
Rating and Investment Information, Inc. (R&I) has placed the
following rating of Nichimen Corporation and Nissho Iwai
Corporation on the rating monitor scheme as follows:
ISSUER: Nichimen Corp. (TSE Code: 8004)
Senior Long-term Credit Rating
R&I RATING: (BB+); Placed on the Rating Monitor scheme.
The rating outlook is undetermined
ISSUER: Nissho Iwai Corp. (TSE Code: 8063)
Senior Long-term Credit Rating
R&I RATING: (BB-); Placed on the Rating Monitor scheme.
The rating outlook is undetermined
RATIONALE:
Nichimen and Nissho Iwai announced on December 11 that they
would establish a holding Company and merge their operations.
Establishment of the new holding Company is targeted for April
2003 and will be effected through stock transfers. Both Nichimen
and Nissho Iwai, which will become subsidiaries of the new
holding Company, are planning to restructure and integrate their
own and their subsidiaries' operations by the end of March 2004.
In merging their operations Nichimen and Nissho Iwai aim to
strengthen their operational and financial bases through
improved managerial efficiency, the pursuit of synergies and the
implementation of equity financing (capital to be secured
through the issuance of new shares). R&I will pay particular
attention to: 1) the impact of synergies on operations; 2) the
scale of rationalization impact; 3) the possibility of losses
arising from operational restructuring; 4) the amount of capital
increase; and 5) the stance taken by financial institutions in
supporting the new entity.
Businesses pursued by general trading companies are, for the
most part, low-profit and dispersed across a wide array of
areas, so realizing synergistic benefits in the short term will
be no simple matter. General trading companies have insufficient
capital for the degree of business risk they bear, and the
possibility of losses arising from operational restructuring
cannot be ignored.
Nichimen and Nissho Iwai have clearly stated that they are
aiming to boost their post-merger capital by at least 200
billion yen. In addition to whether or not this can be
accomplished, the balance of capital and business risk after new
capital is secured will be a critical point in assessing
creditworthiness. Additionally, the mere fact that trading
companies, by their nature, require enormous amounts of cash
makes the possibility of the operational merger leading to
changes in the support provided by financial institutions
another critical point.
R&I announced on November 18 that it had begun to review the
ratings of four trading companies, including Nichimen and Nissho
Iwai. The decision to undertake these reviews was based on the
judgment that it is necessary to look closely at how the
creditworthiness of general trading companies is affected by the
growing weakness of Japanese banks. Currently, the senior long-
term credit rating of Nichimen is BB+, while that of Nissho Iwai
is BB-. R&I will push forward with its analyses of these
companies, which will include consideration of the impact of
their operational merger, and announce new ratings for each.
NICHIREI CORPORATION: Dissolves Seafood Processing Unit
-------------------------------------------------------
Frozen-foods maker Nichirei Corporation will dissolve its
seafood-processing unit Kushikino Maruichi Kako on January 31,
2003, according to Kyodo News on Wednesday. The unit has seen
production fall as more seafood processing operations are
shifted abroad, the paper said.
Nichirei Corporation is one of Japan's leading food companies,
preeminent in the refrigerated warehousing and frozen food
industries, with operations spanning domestic and international
food processing, foodstuffs import, distribution and storage, as
well as real estate.
Comprehensive research and development programs, including
biotechnology research, support these wide-ranging operations.
In Japan, the Company operates through 11 branches and a network
of 62 Logistics Service Centers. The Company also has 11 sales
offices as well as 77 subsidiaries and affiliates throughout
Japan. We have 18 subsidiaries and affiliates overseas, and an
extensive network of suppliers.
According to Wright Investors Service, at the end of 2002,
Nichirei had negative working capital, as current liabilities
were 164.67 billion yen while total current assets were only
127.89 billion yen.
NIPPON MEAT: Reorganizes Structure
----------------------------------
Nippon Meat Packers Inc. will reorganize its structure and set
up a new monitoring office as of January 1, 2003, Asia Pulse
said on Wednesday.
The meat firm has been hit hard since its unit was found to have
passed off imported beef as Japanese meat to receive government
subsidies.
The new office will oversee the monitoring and product quality
divisions. These two divisions are now under the control of the
corporate reform office, as it aims to strengthen its legal
compliance efforts by putting them under a separate office in
charge of the monitoring program.
Nippon Meat Packers Inc. will ask creditors to extend its credit
line by 50 billion yen as it seeks to cope with a sales slump
brought on by a false-labeling scandal, TCRAP reported.
The Company is planning to close 10 percent of its 400 sales
offices by the end of March 2006 as part of its rehabilitation
plan.
SOGO INC.: Entering Alliance With Seibu Next Year
-------------------------------------------------
Seibu Department Stores Limited is in final talks with Sogo Inc.
to merge their businesses next year, the Mainichi Shimbun and
Kyodo News reported on Wednesday.
Sogo, which went bankrupt in July 2000, is proceeding with
rehabilitation with the help of Seibu.
Creditor Mizuho Corporate Bank decided to provide nearly 100
billion yen in financial assistance, including a debt waiver, to
the department store and this has paved the way for the business
integration of the two ailing department store operators.
TOKYU TOURIST: Sees FY02 Y160M Net Loss
---------------------------------------
Tokyu Tourist Corporation expects to post a group net loss of
160 million yen this year ending in December, Kyodo News
reports.
The travel agent firm attributed the poor performance to delayed
recovery of tour demand due to the prolonged economic slump and
lingering effects from the terror attacks in the United States
on September 11, 2001.
According to Wright Investor's Service, at the end of 2001,
Tokyu Tourist had negative working capital, as current
liabilities were 25.52 billion yen while total current assets
were only 20.08 billion yen.
=========
K O R E A
=========
CHOHUNG BANK: Pushes for Higher Sale Tag
----------------------------------------
Chohung Bank will press on the Public Fund Oversight Committee
(PFOC) handling the sale of the state-owned bank to ask for a
higher price than the current bids, according to Digital Chosun
on Tuesday.
The government is selling its 80 percent stake in Chohung Bank
to recover some of the 157 trillion won (US$130 billion) in
taxpayers' money used to bail out financial firms during the
Asian financial crisis in the late 1990s.
PFOC is meeting to review rival bids from Shinhan Finance
Holding, and a consortium led by US fund Cerberus.
Shinhan is offering 2.93 trillion won in cash and shares for the
entire stake, which is equivalent to 5,400 won per Chohung
share. Cerberus is offering 5,000 won a share in cash for a 51
percent stake.
CHOHUNG BANK: Selects Winning Bidder After Election
---------------------------------------------------
The South Korean government will select a preferred bidder for
its 80 percent stake in Chohung Bank after a nationwide
Presidential election on December 19, said Ryu Jae Han,
secretary-general of the Public Fund Oversight Committee.
The committee will invite Shinhan Financial Group Ltd., one of
two bidders, to provide terms of its bid on December 23, the
report said.
CHOHUNG BANK: Winning Bidder Selection Likely Next Year
-------------------------------------------------------
In a second meeting to select the winning bidder for Cho Hung
Bank, the Public Fund Oversight Committee (PFOC) listened to
briefings from the bank's management on the possibility of the
bank's survival, and to the Cerberus consortium's proposals on
its bid, Digital Chosun said on Tuesday.
The public fund management organization plans to hold a third
meeting on December 23 to hear further explanations on the bid
from the Cerberus and Shinhan consortia.
The report said that the selection of the winning bidder is not
likely to be made before the end of this year, as an additional
clarification meeting may be required.
DAEWOO MOTOR: Clarifies "GM May Buy Additional Units" Report
------------------------------------------------------------
GM Daewoo Auto & Technology Co said General Motors is not
interested in buying seven additional overseas sales units of
the former Daewoo Motor, AFX News said on Tuesday.
Earlier, the Dong-a Ilbo reported that General Motors
Corporation is likely to buy seven additional overseas sales
operations of the former Daewoo Motor, bringing the total in its
acquisition list to seventeen overseas units.
It reported that the seven units added to the list are Daewoo
Cars in UK, Daewoo Automotive Australia, Daewoo Motor KTF in
Hungary, Daewoo Motor Czech, Daewoo Bulgaria AD, Daewoo Motor
Slovakia, and Daewoo Motor Doo Skopje in Macedonia.
===============
M A L A Y S I A
===============
BRIDGECON HOLDINGS: Units Under Creditors' Voluntary Liquidation
----------------------------------------------------------------
Bridgecon Holdings Berhad (Special Administrators Appointed)
announced that the following wholly owned subsidiaries of the
Company (BHB Subsidiaries) have been placed under creditors'
voluntary liquidation pursuant to the Special Resolution passed
by the respective BHB Subsidiaries member at the Extraordinary
General Meeting held on 17 December 2002:
1. Bridgecon IT Sdn Bhd (Bridgecon IT)
2. Bridgecon Project Management Sdn Bhd
3. Acrepac Sdn Bhd
4. Andarin Sdn Bhd (a wholly owned subsidiary of Bridgecon
Development Sdn Bhd, which in turn, is a subsidiary of BHB)
5. Presitrans Sdn Bhd
Bridgecon IT has been dormant since date of incorporation while
the other subsidiary companies had ceased operations since year
2000.
The liquidation of the above subsidiary companies will result in
a gain of approximately RM35.3 million to BHB Group and a
corresponding decrease in the net liabilities. Accordingly the
loss per share of the Company will decrease by approximately
RM1.77 per share.
The creditors' voluntary liquidation forms part of the Company's
restructuring and rationalization exercise to regularize its
financial condition pursuant to Practice Note No. 4/2001.
CONSTRUCTION AND SUPPLIES: Proposes Proposals' Changes
------------------------------------------------------
On 28 February 2002, Alliance Merchant Bank Berhad, on behalf of
the Board of Directors of Construction and Supplies House
Berhad, announced that the Company proposes to implement the
Proposals, which would return CASH to a stronger financial
footing.
On 26 August 2002, Alliance had on behalf of CASH made the
relevant applications to the Securities Commission (SC) and the
Foreign Investment Committee (FIC) to obtain their approval for
the Proposals.
On behalf of the Board of CASH, Alliance wishes to announce that
CASH on Monday informed the SC that the Company has proposed
certain variations to be made to the original Proposals as
previously submitted.
Such variations are proposed to take into account certain
revisions to the funding requirements for the acquisitions of
the various assets proposed to be acquired by Newco as part of
the Proposals. Further, the quantum of the Proposed Rights Issue
is also proposed to be reduced to take into account the current
market sentiment.
Full details of the above variations will be announced when the
above variations have been finalized and the relevant
documents/agreements executed between the various parties.
The Original Proposal encompasses the following:
* Proposed members' scheme of arrangement involving Newco
pursuant to Section 176 of the Companies Act, 1965 (Act)
(Proposed SOA) encompassing the following:
- Proposed share capital reduction and consolidation
pursuant to Section 64 of the Act;
- Proposed share premium reduction pursuant to Sections 60
and 64 of the Act;
- Proposed incorporation of Newco; and
- Proposed share exchange;
* Proposed Rights Issue;
* Proposed Acquisitions;
* Proposed Debt Restructuring;
* Proposed listing of and quotation for the entire enlarged
issued and paid-up share capital of Newco (Proposed Listing of
Newco); and
* Proposed Waiver
CYGAL BERHAD: SC Grants Proposal Conditional Approval
-----------------------------------------------------
In reference to the announcements on 28 June 2001, 22 August
2001, 21 November 2001 and 30 January 2002 wherein Commerce
International Merchant Bankers Berhad (CIMB) announced on behalf
of Cygal Berhad, details of the Proposals and the announcements
dated 5 September 2002, 6 September 2002 and 1 October 2002
wherein the Company announced that the Securities Commission
(SC) has vide its letter dated 26 August 2002 rejected the
Proposals and an appeal was submitted to the SC on 25 September
2002.
On behalf of Cygal, CIMB announces that the SC has via its
letter dated 11 December 2002 approved the Proposals subject to
the following variations to the proposed acquisition of property
development companies:
(i) Proposed subscription by Newco of 9,998 ordinary shares
of RM1.00 each in Laudable Invention Sdn Bhd (LISB) at par,
representing 99.98% of the issued and paid-up share capital of
LISB and proposed acquisition of the entire 815,055 redeemable
preference shares of RM1.00 each in LISB for a total
consideration of RM6,450,999 to be satisfied by cash of RM9,999
and the issue of 6,441,000 new ordinary shares of RM1.00 each in
Newco at an issue price of RM1.00 per Newco share (Proposed LISB
Subscription) as compared to the proposed total consideration of
RM8,450,999 to be satisfied by cash of RM9,999 and the issue of
8,441,000 new ordinary shares of RM1.00 each in Newco at an
issue price of RM1.00 per Newco share (Valuation of landed
properties owned by LISB as approved by the SC are as set out in
Table 1 at http://www.bankrupt.com/misc/TCRAP_Cygal1219.doc;and
(ii) Proposed acquisition by Newco of 3,100,000 ordinary
shares of RM1.00 each and 150,000 redeemable unconvertible
preference shares of RM1.00 each (RPS) in Cygal Properties Sdn
Bhd (CPSB), representing the entire issued and paid-up ordinary
share capital and RPS of CPSB, for a total consideration of
RM21,031,001 to be satisfied by cash of RM1.00 and the issue of
21,031,000 new ordinary shares of RM1.00 each in Newco at an
issue price of RM1.00 per Newco share (Proposed CPSB
Acquisition) as compared to the proposed total consideration of
RM22,031,001 to be satisfied by cash of RM1.00 and the issue of
22,031,000 new ordinary shares of RM1.00 each in Newco at an
issue price of RM1.00 per Newco share (Valuation of landed
properties owned by CPSB as approved by the SC are as set out in
Table 1 found at
http://www.bankrupt.com/misc/TCRAP_Cygal1219.doc.
The SC has also approved the waiver from complying with the
Policies and Guidelines on Issue/Offer of Securities issued by
the SC (SC Guidelines) to fix the conversion price of the three
(3)-year zero coupon irredeemable convertible unsecured loan
stocks in Newco to be issued at an issue price of 92% of its
nominal value (ICULS A), three (3)-year zero coupon irredeemable
convertible unsecured loan stocks in Newco to be issued at an
issue price of 100% of its nominal value (ICULS B) and the five
(5)-year 3% redeemable convertible secured loan stocks in Newco
to be issued at an issue price of 100% of its nominal value
(RCSLS) at RM1.00, RM2.00 and RM1.00 respectively and the
exercise price of the warrants at RM1.00.
In the same letter, the SC has approved the waiver for departure
from paragraph 2(b) of the SC Guidelines on ESOS where it
requires adjustments to be made in order for ESOS options
holders to have the same proportion of the capital as they
previously entitled to, in the event of a rights issue. However,
this waiver is only applicable for rights issue under the
following circumstances:
(i) Shares to be issued pursuant to the rights issue are
issued at a discount to the market price; and
(ii) The total capital outlay by the ESOS option holder to
exercise the option remains the same before and after the
implementation of the rights issue.
The approval of the SC for the Proposals is subject to the
following conditions:
(i) The utilization of the proceeds from the Proposed Rights
Issue, details of which are set out in Table 2 found at
http://www.bankrupt.com/misc/TCRAP_Cygal1219.doc,is subject to
the following conditions:
(a) the approval of the SC is required for any revision to
the utilization of proceeds, if the said proceeds are not
utilized for the core business of Cygal/Newco;
(b) the approval of the shareholders of Cygal/Newco is
required for any revision amounting to 25% or more from the
original proposed utilization. If the revision to the
utilization of proceeds is less than 25%, appropriate
disclosures would be required to be made to the shareholders of
Cygal/Newco;
(c) any extension of time for the completion of utilization
of proceeds from the period determined earlier by Cygal/Newco
should be approved by the Board of Directors of Cygal/Newco by a
board resolution and shall be disclosed fully to the KLSE; and
(d) appropriate disclosures pertaining to the status of the
utilization of proceeds must be made in the quarterly report and
the annual report of Cygal/Newco until such time the proceeds
are fully utilized.
(ii) A moratorium shall be imposed on the 13,736,000 new
ordinary shares of RM1.00 each in Newco (Moratorium Shares),
representing 50% of the new Newco shares to be issued to the
vendors of LISB and CPSB pursuant to the Proposed LISB
Subscription and Proposed CPSB Acquisition (Proposed
Acquisitions) pursuant to paragraph 18.09 (5) of the SC
Guidelines. In this regard, the vendors of LISB and CPSB are not
allowed to sell, transfer or assign the Moratorium Shares for
one (1) year from the date of listing of the Newco shares to be
issued pursuant to the Proposed Acquisitions. Thereafter, the
vendors of LISB and CPSB are only allowed to sell, transfer or
assign not more than one-third (1/3) of the total Moratorium
Shares for each subsequent year. In the case where the vendor is
a private holding company, every direct beneficial shareholder
and ultimate shareholder of the private holding company is
required to provide an undertaking to comply with the moratorium
condition as required under the SC Guidelines. CIMB is required
to provide details of the parties who will hold shares that are
subject to such moratorium prior to the issue of the circular to
shareholders. However, Cygal/Newco could apply the relevant SC
Guidelines in relation to the moratorium on disposal of shares
to be announced by the SC at a later stage in line with the
implementation of final phase of the Disclosure-Based
Regulation.
(iii) Full disclosure of the following in the circular to
shareholders and prospectus:
(a) Risks in relation to the land that are being developed
or to be developed by LISB and CPSB;
(b) The remaining on-going construction and developments
projects and how Cygal/Newco proposed to secure new contracts or
projects to fulfill its future financial obligations ; and
(c) The relationship between Cygal and Prima Ace Sdn Bhd,
being the joint-venture partner for the development project on
land measuring 234 acres located in Mukim Lumut, Daerah Manjung,
Perak Darul Ridzuan.
(iv) Full disclosure in the circular to shareholders,
prospectus and annual report of Cygal/Newco for any business
dealings with companies that are related to the
promoters/director of Cygal/Newco and Cygal/Newco is required to
recover any outstanding amount owed by the relevant parties.
(v) A final draft copy of the circular to shareholders in
relation to the Proposals is required to be submitted to the SC
for review.
(vi) The Proposed ESOS is subject to the following
conditions:
(a) The submission of a final copy of the ESOS Bye-Laws for
the record of the SC;
(b) A confirmation letter from CIMB stating that:
(aa) all SC's conditions of approval for the ESOS have been
fulfilled and that the ESOS Bye-Laws do not contravene the SC
Guidelines on ESOS; and
(bb) all other relevant approvals for the ESOS have been
obtained and any conditions imposed therein have been fulfilled.
The date of the aforesaid confirmation letter to be submitted to
the SC will mark the effective implementation date of the ESOS;
and
(c) The grantee is to be informed of any extension of the
duration of the ESOS and announcement of the same is required to
be made to the relevant parties within 30 days preceding the
expiry date of the ESOS.
(vii) Cygal/Newco is required to implement a fund raising
through equity issuance to obtain at least RM10 million for
working capital of Cygal/Newco as part of the proposals under
the proposed restructuring scheme of Cygal as approved by the
SC. Cygal/Newco is to inform the SC on how the fund raising is
to be implemented and submit the same to the SC for approval
prior to implementation of the Proposals.
(viii) In relation to the Proposed Acquisitions, Cygal/Newco
is required to ensure compliance with the following:
(a) The latest audited and adjusted net tangible assets
(NTA) for both LISB and CPSB on the completion date of the
Proposed Acquisitions shall not be less than the respective NTA
of LISB and CPSB as at 31 December 2000 and 30 September 2000.
In this regard, the audited and adjusted NTA shall not be more
than four (4) months from the completion date of the Proposed
Acquisitions;
(b) Cygal/Newco shall not assume any liabilities of LISB
and CPSB after the cut-off date for the purchase considerations
as at 31 December 2000 and 30 September 2000 respectively;
(c) In relation to the trade debtors for LISB and CPSB,
LISB and CPSB are required to carry out the following prior to
the issue of the circular to shareholders and prospectus:
(aa) Full provision shall be made for trade debtors which are
more than six (6) months overdue and the reporting accountants
is required to submit written confirmation to the SC in relation
to the provision; and
(bb) The Board of Directors of LISB and CPSB are required
to submit written confirmation to the SC that amount owed by
trade debtors exceeding credit period is recoverable and full
provision has been made for trade debtors which are more than
six (6) months overdue; and
(d) Newco/Cygal is required to inform the SC that LISB and
CPSB have complied with the conditions as indicated in paragraph
(viii)(c) prior to issue of the circular to shareholders and
prospectus.
(ix) Cygal is required to appoint, within two (2) months from
the date of the approval letter of the SC, an independent firm
of auditors with the relevant experience in carrying out an
investigative audit and shall not be the current or former
auditors of the Cygal Group, to conduct an investigative audit
on the previous business losses. Cygal is required to take
necessary/relevant steps to recover the losses incurred. Based
on the results of the investigative audit, Cygal has to report
to relevant authorities if there is any violation of laws,
regulations, guidelines and the Memorandum and Articles of
Association of Cygal, caused by the directors of Cygal and/or
any other parties which resulted in the losses of the Cygal
Group. Thereafter, Cygal is required to improve on its corporate
governance. The investigative audit has to be completed within
six (6) months from the date of appointment of the independent
auditors and two (2) copies of the audit report have to be
forwarded to the SC.
(x) Cygal is required to fully comply with the relevant
requirements of the SC Guidelines, particularly Chapter 25 of
the SC Guidelines.
The Proposals are subject to the following approvals being
obtained:
(i) the SC for the proposed waiver to Syed Zain Al-Kudcy bin
Dato' Syed Mahmood, Dato' Seow Yong Chin and persons-acting-in-
concert with them from the obligations to undertake mandatory
take-over offers for the remaining ordinary shares in Newco not
already owned by them pursuant to the Proposed Acquisitions
under Practice Note 2.9.3 of the Malaysian Code on Take-Overs
and Mergers, 1998;
(ii) the KLSE for the following:
(a) Proposed Newco Listing;
(b) listing of and quotation of the warrants, ICULS A,
ICULS B and new Newco shares to be issued pursuant to the
Proposed Rights Issue and Proposed Acquisitions; and
(c) listing of and quotation of the new ordinary shares in
Newco to be issued pursuant to the exercise of the warrants and
ESOS options and the conversion of the ICULS A, ICULS B and
RCSLS;
(iii) the shareholders of Cygal at a Court Convened Meeting
for the Proposed Share Exchange and at an Extraordinary General
Meeting to be convened;
(iv) the High Court for the Proposed Share Exchange; and
(v) any other relevant authorities.
KILANG PAPAN: Moratorium Period Extended for One Year
-----------------------------------------------------
Kilang Papan Seribu Daya Berhad announced that the Moratorium
Period Pursuant to Section 41(3) of the Pengurusan Danaharta
Nasional Berhad Act 1998, which expired on 13 December 2002,
have been extended for a further twelve months to 13 December
2003.
COMPANY PROFILE
The Company (KPSD) produces 36,000 m3 of sawn timber and 24,000
m3 of molded timber per annum out of its factory in Kota Marudu,
Sabah. It also has a kiln drying facility with capacity of 1,500
m3 per discharge. Approx. 90% of its products is exported to
Japan, USA and Europe. Since 1994, the Company has diversified
into the manufacture of particle board, timber doors, rubber
wood products and charcoal.
Main subsidiary, Padas Hevea Wood Products (PHWP), produces
9,000 m3 of sawn timber per annum. Approx. 95% is exported to
Taiwan, China and USA whilst the local market accounts for 5% of
finished products.
With effect from 14 December 1999, Special Administrators (SA),
Messrs Ernst & Young, were appointed to the Company. On 21
August 2000, KPSD entered into a conditional agreement with
Datuk Hwong You Chuaang and his brother, Hwong You Soon
(substantial shareholders), for the Company's proposed debt and
equity restructuring scheme.
The proposal, approved by Danaharta and secured creditors on 22
December 2000 and 29 December 2000 respectively, entails a
capital reconstruction, incorporation of a new company (Newco),
share swap of KPSD's shares for Newco shares, debt
restructuring, offer for sale of ICULS by KPSD's ICULS holders
after the debt restructuring, restricted issue of Newco shares
with warrants to certain substantial shareholders, completion of
KPSD's acquisition of Resofocus Corporation Sdn Bhd, internal
restructuring via transfer to Newco of KPSD's shareholdings in
Resofocus and PHWP, put and call option agreement between
substantial shareholders and holders of KPSD's debt securities
pursuant to the debt restructuring, and transfer of KPSD's
listing status to Newco.
Submissions of the proposal to the relevant authorities have
been extended to 31 August 2001 due to the finalization of the
scheme and endorsement from affected parties.
CONTACT INFORMATION: Lot 1, Harmoni Industrial Estate Inanam
88100 Kota Kinabalu, Sabah
Tel : 088-423385
Fax : 088-423287
LONG HUAT: BPSB, PKNP Withdraw Workout Scheme Participation
-----------------------------------------------------------
Long Huat Group Berhad refers to its earlier announcement dated
9 August 2002 with regard to the Memorandum of Understanding
entered into between the Company, Behrang Properties Sdn Bhd
(BPSB) and Perbadanan Kemajuan Negeri Perak (PKNP) detailing the
participation of BPSB and PKNP in its Proposed Restructuring
Scheme.
The Board of Directors of L.Huat wishes to announce that BPSB
has informed L.Huat of the decision by BPSB and PKNP to withdraw
their participation in the Proposed Restructuring Scheme.
The Board will decide on the next course of action for the
Proposed Restructuring Scheme of L.Huat and will make necessary
announcement in due course.
CONTACT INFORMATION: No 47-C Jalan SS 21/60
Damansara Utama
47400 Petaling Jaya
Tel : 03-7729 6843,
Fax : 03-7729 5242
NORTH BORNEO: Obtains SC's Guidelines Exemption Approval
--------------------------------------------------------
Further to The North Borneo Corporation Berhad's announcement to
the KLSE dated 27 November 2002 in relation to a Proposed Rescue
Cum Restructuring Scheme (Proposal), Malaysian International
Merchant Bankers Berhad, on behalf of the Board of Directors of
NBC, wishes to announce to the KLSE that the Company has in
relation to the Proposal obtained the following from the
Securities Commission (SC):
(a) Letter dated 12 December 2002 wherein the SC approved the
proposed exemption from the requirement under the Guidelines on
the Offering of Private Debt Securities of the SC in relation to
the proposed issue of redeemable convertible secured loan stocks
(RCSLS) by LLT Resources Berhad (formerly known as Agenda Warta
Berhad) (LRB) pursuant to the Proposal (Proposed Issue), to be
rated, subject to the following conditions:
(i) The RCSLS to be issued by LRB shall only be held by Sabah
Development Bank Berhad (SDB) and will be non-transferable and
non-tradeable, save for the transfer between SDB and Yoke Hoh
Sdn Bhd (YH) in the event SDB exercises the put option to
require YH to purchase all of the outstanding RCSLS to be
received by SDB pursuant to the Proposal;
(ii) MIMB is required to inform the SC the total RCSLS
transferred from SDB to YH after the transfer is implemented;
(iii) Holders of the RCSLS i.e. SDB and YH, do not need
rating for the Proposed Issue; and
(iv) MIMB is required to furnish written confirmation with
regard to the compliance of the above said conditions.
However, the proposed exemption sought by NBC for the Proposed
Issue from the requirement to comply with all the rules and
requirements of the Real Time Electronic Transfer of Funds and
Securities (or RENTAS) system of Bank Negara Malaysia was not
approved by the SC.
In addition, the SC also informed that the appointment of a
trustee for the Proposed Issue is not required if the Proposed
Issue falls under Schedule 4 of the Securities Commission Act,
1993.
(b) Letter dated 13 December 2002 wherein the SC approved an
exemption sought by NBC from the requirement under the Policies
and Guidelines on Issues/Offer of Securities of the SC to allow
NBC to pre-fix the conversion price of the RCSLS prior to the
Company obtaining the approval of the SC for the Proposal.
PARK MAY: Proposes Renewal of General Mandate to Reduce Expenses
----------------------------------------------------------------
AmMerchant Bank Berhad (formerly known as Arab-Malaysian
Merchant Bank Berhad), on behalf of Park May Berhad, wishes to
announce that the Company proposed to undertake a Proposed
Renewal of General Mandate pursuant to Chapter 10.09 of the
Kuala Lumpur Stock Exchange (KLSE) Listing Requirements (Listing
Requirements) and para 4.1.4 of Practice Note 12/2001 of the
Listing Requirements (PN12).
PMB had on 20 December 2001, in a convened EGM obtained its
shareholders mandate to enter into recurrent related party
transactions, which are of a revenue, or trading nature which
are necessary for its day to day operations (General
Transactions) (General Mandate).
In accordance with para 4.1.4 of PN12, the General Mandate is
subject to annual renewal. In this respect, any authority
conferred by this approval will only continue to be in force
until:
(a) the conclusion of the first Annual General Meeting (AGM)
of the Company following the Extraordinary General Meeting (EGM)
at which the General Mandate was passed, at which time the
General Mandate will lapse, unless by a resolution passed at the
AGM, the authority is renewed;
(b) the expiration of the period within which the next AGM is
required to be held pursuant to Section 143 (1) of the Companies
Act, 1965 (CA) (but shall not extend to such extension as may be
allowed pursuant to Section 143 (2) of the CA; or
(c) revoked or varied by resolution passed by the
shareholders in a general meeting; whichever is earlier.
PMB had on 15 July 2002 announced via the KLSE that the Company
has changed its financial year end from 30 June to 31 December.
The Company has also been granted an extension of time by the
Chief Executive Officer of Companies Commission of Malaysia
(formerly known as Registrar of Companies) to convene its AGM in
accordance with Section 143 (2) of the CA. However, the General
Mandate is still subject to annual renewal pursuant to the
provisions in paragraph 4.1.4 (a) and (b) of PN12. As the
General Mandate, which was approved by its shareholders on 20
December 2001, will be expiring on 19 December 2002, PMB is now
seeking the approval of its shareholders for the Proposed
Renewal of the General Mandate.
PRINCIPAL ACTIVITIES
PMB and its subsidiary companies (PMB Group or Group) engages in
a range of activities, principally those relating to the
following:
a) management and investment holding;
b) operation of public bus transport services; and
c) trading and property holding.
INTERESTED PARTIES
The interested parties to the General Transactions are as
follows:
(i) Renong Group which includes Renong Berhad, its subsidiary
companies and associated companies. Renong Berhad is a
substantial shareholder of PMB by virtue of its approximately
44.43% direct interest in the Company.
(ii) United Engineers (Malaysia) (UEM) Group which includes
UEM, its subsidiary companies and associated companies.
UEM is deemed an interested party by virtue of its substantial
direct and indirect interests of 31% in Renong Berhad, which in
turn has a substantial interest in PMB.
(iii) Associated companies of PMB (Associated Companies)
which includes Rangkaian Segar Sdn Bhd and Airport Coach Sdn
Bhd. The shareholdings of PMB in Rangkaian Segar Sdn Bhd and
Airport Coach Sdn Bhd are 20.0% and 39.1% respectively.
The above are collectively known as the Interested Parties.
DETAILS OF THE PROPOSED RENEWAL OF GENERAL MANDATE
Under paragraph 10.09 of the Listing Requirements, the Company
proposes to seek a renewal of its General Mandate from its
shareholders for the following transactions:
a) recurrent transactions of a revenue or trading nature;
b) necessary for day to day operations; and
c) carried out in the ordinary course of business on normal
commercial terms, which are not more favorable to the related
party than those generally available to the public.
In view of the forthcoming expiry of the previous General
Mandate on 19 December 2002 and the frequent nature of such
General Transactions, the Board has proposed to seek its
shareholders' approval for the Proposed Renewal of General
Mandate in order for the PMB Group to enter into General
Transactions with Interested Parties set out above.
Classes and Nature of Related Party Transactions
Due to the diversity and size of the PMB Group, it is
anticipated that PMB Group would, in the ordinary course of
business, enter into transactions with the Interested Parties as
set out in Paragraph 3 above. It is likely that such
transactions will occur with some degree of frequency and could
arise at any time. The nature of the respective transactions is
set out in Table 1 found at
http://www.bankrupt.com/misc/TCRAP_PMay1219.pdf
DIRECTORS' AND SUBSTANTIAL SHAREHOLDERS' INTEREST
(a) Directors' Interest
For disclosure purposes, YBhg. Dato' Mohd. Nor Bin Idrus and En.
Mohamad Fakhri Bin Abd Rashid, directors of PMB, is also
directors in Airport Coach Sdn Bhd. In addition, En. Mohamad
Fakhri Bin Abd Rashid is also a director in Rangkaian Segar Sdn
Bhd. The abovementioned directors do not have any shareholdings
in either PMB or the Associated Companies.
(b) Major Shareholders' Interest
The shareholdings of the major shareholders of PMB, who are
deemed interested in the Proposed Renewal of General Mandate,
based on the Register of Substantial Shareholders as at 22
November 2002 is as set out in Table 2 at
http://www.bankrupt.com/misc/TCRAP_PMay1219.pdf.
Renong Berhad is deemed interested in Proposed Renewal of
General Mandate by virtue of its direct shareholding in PMB.
Renong Berhad shall accordingly abstain from voting on the
resolution approving the Proposed Renewal of General Mandate to
be tabled at the forthcoming EGM to be convened.
UEM is deemed a major shareholder of Renong by virtue of both
its direct and indirect interests of 4.91% and 26.13%
respectively, through UEM's wholly-owned subsidiaries namely
Belantara Riang Sdn Bhd (3.06%), Falcon Network Sdn Bhd (3.26%),
Kiasan Kukuh Sdn Bhd (9.16%), Lintasan Savana Sdn Bhd (0.71%),
Semai Pinang Sdn Bhd (4.97%) and Ikthisas Cemerlang Sdn Bhd
(4.97%). Accordingly, they will abstain from voting in respect
of their direct and indirect shareholdings on the ordinary
resolution approving the Proposed Renewal of General Mandate at
the forthcoming EGM to be convened.
Renong has also undertaken that it shall ensure that persons
connected with them will abstain from voting in respect of their
direct and indirect shareholdings on the ordinary resolution
approving the Proposed Renewal of General Mandate at the
forthcoming EGM to be convened.
Save as disclosed above, none of the other directors and/or
major shareholders of the PMB Group or persons connected to
these parties has any interest, direct or indirect, in the
Proposed Renewal of General Mandate.
RATIONALE FOR THE PROPOSED RENEWAL OF GENERAL MANDATE
The Proposed Renewal of General Mandate will enhance the ability
of the companies in the PMB Group to pursue business
opportunities and will eliminate the need for the Company to
announce and convene separate general meetings on each occasion
to seek the shareholders' prior approval for the PMB Group to
enter into such transactions. This will substantially reduce the
expenses associated with the convening of the general meetings
on an ad hoc basis, improve administrative efficiency and allow
human resources and time to be channeled towards attaining
corporate objectives.
In addition to the above, set out below are the benefits of the
respective General Transactions as stipulated in Table 1:
a) Class 1 transactions offer the PMB Group opportunities to
broaden its earnings base and help facilitate the introduction
of a common ticketing platform across the various modes of
public transport with the Interested Parties; and
b) Class 2 transactions enable PMB Group to benefit from the
pooled resources of the Renong Group and UEM Group for
management support services.
In view of the previous General Mandate sought will be expiring
on 19 December 2002 and the frequent nature of such General
Transactions entered into by PMB with the Interested Parties,
the Company has proposed to seek the approval of the
shareholders of PMB for the Proposed Renewal of General Mandate.
CONDITIONS OF THE PROPOSED RENEWAL OF GENERAL MANDATE
The Proposes Renewal of General Mandate are subject to the
approval of the shareholders of PMB at an EGM to be convened.
DIRECTORS RECOMMENDATION
Having considered the rationale for the Proposed Renewal of
General Mandate, your Board is of the opinion that the Proposed
Renewal of General Mandate is in the best interest of the
Company and its shareholders.
CIRCULAR TO SHAREHOLDERS
A circular in relation to the above will be sent to shareholders
in due course.
ADVISER
AmMerchant Bank has been appointed as adviser to the Company for
the Proposed Renewal of General Mandate.
RENONG BERHAD: Placement Shares Issue Price Fixed at RM0.50
-----------------------------------------------------------
Reference is made to the announcement dated 27 September 2002 in
relation to the Private Placement of 800,000,000 New Ordinary
Shares of RM0.50 each (Placement Shares) in Renong to raise
proceeds of RM400.0 Million (Private Placement).
On behalf of Renong Berhad, Commerce International Merchant
Bankers Berhad is pleased to announce that the Company has fixed
the issue price for the Placement Shares to be issued pursuant
to the Private Placement at RM0.50 per share, being the par
value of the Renong shares. The issue price represents a premium
of 25.0% to the five (5)-day weighted average market price of
Renong shares up to 13 December 2002 of RM0.40.
CONTACT INFORMATION: 1st Floor, MCOBA Building
42 Jalan Syed Putra
50460 Kuala Lumpur
Tel : 03-2742166,
Fax : 03-2743979
SOUTHERN PLASTIC: Issues Additional Restructuring Scheme Info
-------------------------------------------------------------
In reference to the announcements dated 21 November 2002 and 11
December 2002 in relation to the Proposed Restricted Issue,
Proposed Special Bumiputera Issue, Proposed Acquisitions and
Proposed Debt Restructuring, which is collectively known as the
Proposed Restructuring Scheme, Commerce International Merchant
Bankers Berhad furnished the additional information as follows:
1. Net book value of the PD Property based on Varia Bidari (M)
Sdn Bhd's (VBSB) latest unaudited accounts
To date, VBSB has not audited its accounts since its
incorporation. Hence there is no audited net book value for the
PD Property. However, based on VBSB's unaudited accounts as at
31 March 2001, the net book value of the PD Property is
RM49,689,470.
2. Net book value of the Seremban Property (Lots 15585 & 15586)
based on Far East By-Products Sdn Bhd's (FESB) latest unaudited
accounts
FESB has not audited its accounts since its financial year end
30 June 1996 and the Lots 15585 and 15586 of the Seremban
Property were purchased after that year end. Hence there is no
audited net book value for Lots 15585 and 15586 of the Seremban
Property.
However, based on FESB's unaudited accounts as at 30 June 2002,
the net book value of the Seremban Property i.e. Lots 15585 and
15586 based on is RM1,260,000 and RM1,850,000 respectively.
3. Update of the applicable information on the Tampin Property,
PD Property and Seremban Property as required in Appendix 10A,
Part C of the Listing Requirements. Please refer to Table 1
found at http://www.bankrupt.com/misc/TCRAP_Splas1219.doc.
TECHNO ASIA: Releases November 2002 Production Figures
------------------------------------------------------
Techno Asia Holdings Berhad informed the November 2002
production figures of the Group as follows:
MT
Crude Palm Oil 3508
FFB 7472
Palm Kernel 1122
COMPANY PROFILE
On 2 February 2001, Pengurusan Danaharta Nasional Berhad
appointed Special Administrators (SAs) to the Company.
The financial statements are prepared on a going concern basis,
which is dependent on the outcome of the workout proposal to be
prepared by the SAs to enable the Group and Company to continue
as a going concern.
On 6 August 2001, the SAs entered into a conditional MOU with
Semai Warnasari Sdn Bhd and Dr Yu Kuan Chon with the intention
of setting the key areas of understanding on a corporate
restructuring exercise pending the finalization and approval of
the Workout Proposal.
On 2 February 2001, SAs were appointed for the sub-subsidiary
Prima Moulds Manufacturing Sdn Bhd. On 30 April 2001, SAs were
also appointed for the following subsidiaries; Mount Austin
Properties Sdn Bhd (formerly known as Westmont Mount Austin Sdn
Bhd), Cempaka Sepakat Sdn Bhd, Ganda Edible Oils Sdn Bhd, Litang
Plantations Sdn Bhd, Wisma Dindings Sdn Bhd, Ganda Plantations
(Perak) Sdn Bhd and Techno Asia Venture Capital Sdn Bhd
(formerly known as Westmont Venture Capital Sdn Bhd).
The Company carried on the business of cultivating and
processing oil palm in its early days. The Company later evolved
into an investment holding company with subsidiaries involved in
property development, investment holding, oil palm plantations
and power generation.
The Company changed its name to Techno Asia Holdings to better
reflect its current activities and business as an investment
holding company with diversified business.
The oil palm operations are based in Teluk Intan, Perak and
Lahad Datu, Sabah. The main property development activity is in
the 1,276-acre Taman Mount Austin in Johor Bahru comprising
light industrial, commercial and residential development.
Overseas, the Company is involved in the supply of electricity
to Mombasa in Kenya, Ecuador, Bangladesh and Dominican Republic.
CONTACT INFORMATION: Palm Kernel 1122
No. 17-2, Jalan 5/152
Taman Industri OUG
58200 Kuala Lumpur
Tel : 03-7782 5575
Fax : 03-7783 5575
TIMBERMASTER INDUSTRIES: Moratorium Period Extended Until 2003
--------------------------------------------------------------
Timbermaster Industries Berhad (Special Administrators
Appointed) informed that the moratorium under section 41 of the
Pengurusan Danaharta Nasional Berhad Act 1998 (Danaharta Act),
which took effect from 14 December 1999, i.e. the date of the
appointment of Special Administrators to TMIB and its two
subsidiary companies (the Companies), namely Kompleks Perkayuan
Timbermaster Smallholders Sdn Bhd and Timbermaster Timber
Complex (Sabah) Sdn Bhd has now been further extended to 13
December 2003.
The extension of the moratorium is pursuant to Section 41(3) of
the Danaharta Act. During the period of the moratorium, no
creditor may take action against the Companies except in
accordance with Section 41 of the Danaharta Act.
UH DOVE: Receives PwC's Resignation Notice
------------------------------------------
Malaysian International Merchant Bankers Berhad, on behalf of Uh
Dove Holdings Berhad, wishes to announce that the Company has
received a notice from Messrs. PricewaterhouseCoopers (PwC), the
current auditors of the Company indicating their desire to
resign as the auditors for the financial year ending 31 December
2002. In addition, a notice of nomination has been received by
the Company for the nomination of Messrs. Ernst & Young (E&Y)
for appointment as auditors of the Company.
The abovesaid proposed resignation and appointment of auditors
are subject to the approval of the shareholders of UHD at an
Extraordinary General Meeting to be convened.
COMPANY PROFILE
UH Dove is an investment holding company with subsidiaries
principally involved in the manufacturing and marketing of
hardware products and building materials. Manufacturing
operations commenced in 1977 and today total annual turnover is
RM10M. About 90% of the Group's products is sold locally while
the remaining 10% is exported to South Africa.
Current production output is 840,000 sets of louvre windows,
3,400 m/t of nails and 800 m/t of hard-drawn wire. Operations
are located in Malacca, Federal Territory, Johor, Terengganu,
Pahang, Perak and Kedah.
The Group is proposing a restructuring exercise which may
include a rights issue, restructuring of its bank borrowings and
acquisition of assets from a developer of mixed property
development projects.
CONTACT INFORMATION: 6th Floor
3 Changkat Raja Chulan
50200 Kuala Lumpur
Tel : 03-2380266
WING TIEK: January 8th 25th AGM Scheduled
---------------------------------------
Wing Tiek Holdings Berhad notified that the Twenty Fifth Annual
General Meeting of the Company will be held at The Coronade
Hotel Kuala Lumpur (formerly known as Hotel Fairlane Kuala
Lumpur), Melati Room - Level 2, Jalan Walter Grenier, 55100
Kuala Lumpur on Wednesday, 8 January 2003 at 11.30 a.m. for the
following purposes:
A G E N D A 1. To receive the Audited Financial Statements for
the financial year ended 31 July 2002 and the Reports of the
Directors and Auditors thereon. Resolution 1
2. To re-elect the following Directors retiring pursuant to
Article 79 of the Company's Articles of Association:
2.1 Datuk Nordin Bin Salleh Resolution 2
2.2 Mr Poh Liong Ban Resolution 3
3. To re-appoint Messrs KPMG as Auditors of the Company and to
authorize the Board of Directors to fix their remuneration.
Resolution 4
4. To transact any other business of which due notice shall have
been given in accordance with the Company's Articles of
Association and the Companies Act, 1965.
CONTACT INFORMATION: 10th Floor - Tower Block
Kompleks Antarabangsa
Jln Sultan Ismail, 50250 Kuala Lumpur
Tel : 03-2454337
Fax : 03-2415757
YTL LAND: No Longer an Affected Listed Issuer
---------------------------------------------
YTL Land & Development Berhad (formerly known as Taiping
Consolidated Berhad) on 7 December 2001 made an initial
announcement that it was regarded as an affected listed issuer
having an inadequate level of operations in accordance to
Paragraph 2.1 of PN10.
The Company has on 9 December 2002 informed the Kuala Lumpur
Stock Exchange (KLSE) that it has achieved an adequate level of
operations following the revival of Sentul Raya Development
Project. Based on the Audited Financial Statements for the year
ended 30 June 2002, the Company reported consolidated revenue
of RM23.36 million. This represents more than 5% of the
Company's paid up share capital of RM369.21 million as at 30
June 2002.
The Board of Directors of the Company is pleased to announce
that the KLSE has vide its letter dated 16 December 2002
confirmed that the Company has regularized its level of
operations pursuant to PN10 and no longer fulfils the criteria
under Paragraph 2.1 of PN10. Thus, the Company is no longer
regarded as an affected listed issuer.
=====================
P H I L I P P I N E S
=====================
GLASGOW COLLECTION: Investors May Still Get Their Money Back
------------------------------------------------------------
Investors of Glasgow Collection and Services Inc. who have yet
to get their principal investments back will may get their money
back as the Company has authorized the Securities and Exchange
Commission (SEC) to pay even those that are not on the SEC list
of claimants, the Philippine Star said on Wednesday.
Glasgow has given the SEC the authority to pay 450 Glasgow
investors who were not included on the SEC list. The report did
not say how much would be returned to the investors.
Glasgow has started paying around 9,000 investors after the SEC
asked the Anti-Money Laundering Council to unfreeze the funds of
the Company in five banks. The payment involves close to 700
million pesos and will be completed this month.
Only investors whose names are on both the lists of SEC and
Glasgow got their money back.
Glasgow has been issued a cease-and-desist order (CDO) by the
SEC in the wake of its crackdown on companies selling
unregistered securities. The firm was fined 13.5 million pesos
for violation of the Securities Regulation Code.
Glasgow voluntarily offered to wind up and cease its operations
to avoid a protracted litigation, which could adversely affect
the firm's over 9,000 investors.
The Company was willing to settle the fine in exchange for the
dropping of charges against the Company, its officers and
owners.
Shareholders of Glasgow include Manuel Roldan Jr., Radicion
Baldia, Jenilyn Condes, Jonathan Condes, and Roldan Estacio.
MANILA ELECTRIC: Upgrades Facilities
------------------------------------
The Manila Electric Company is upgrading and improving its
facilities in its franchise area as part of its continuing
system-wide electric service improvement program.
These include the development of its Grace Park indoor
Substation in Caloocan City, Hillcrest Substation in Pasig City
and Legaspi Substation in Makati City. Also part of its
improvement program were the expansion of its Sta. Maria
Substation in Sta. Maria Bulacan, the uprating of its Ternate
Substation in the province of Cavite and the installation of an
additional power transformer in its Los Ba¤os Substation in
Laguna province.
The development of the Grace Park Substation is expected to
reduce the frequency and duration of power interruptions in the
areas of Caloocan City, Malabon, Navotas, portions of Quezon
City and portions of Manila, while the development of the
Legaspi Substation, which will be commissioned next year, would
improve electric service in the Makati Business District. The
Hillcrest Substation, which was energized on October 18 this
year, is now serving customers of Pasig, Mandaluyong and Taguig
and is poised to meet the increasing electricity demand in the
Ortigas Center.
The expansion of the Sta. Maria Substation is expected to
improve electric service in the towns of Sta. Maria, Bocaue,
Guiguinto, Pandi, Angat, Norzagaray, Balagtas and San Jose del
Monte, Bulacan. The uprating of its power transformer in
Ternate, Cavite, on the other hand, is expected to improve
electric service in the various towns of Cavite particularly
Ternate, Maragondon, Naic, Magallanes and Gen. Aguinaldo.
The installation of a 33MVA, additional power transformer at Los
Ba¤os substation, which was completed on December 5 this year,
is now providing benefits to customers in Los Ba¤os, Bay and
Calauan towns in Laguna province.
"Our commitment to provide the highest level of service to all
our customers is a continuing effort. Despite present
constraints, our objective to further develop and improve our
electric system will continue. This is our commitment to the
public we have vowed to serve", said Elpi Cuna, Jr., Vice
President for Corporate Communication.
For a copy of the press release, go to
http://bankrupt.com/misc/tcrap_meralco1218.htm
According to the Troubled Company Reporter-Asia Pacific, the
Manila Electric Co. (Meralco) is likely to appoint Citibank NA
and Bank of the Philippine Islands, its biggest creditors, as
financial advisors, AFX Asia reports, citing Chairman and Chief
Executive Officer Manuel Lopez.
Meralco has created a special committee that will formulate its
long-term viability program as it faces an order from the
Supreme Court to refund over billings to customers from 1994.
MULTINATIONAL TELECOM: SEC Filing Criminal Suits Immediately
------------------------------------------------------------
The Securities and Exchange Commission (SEC) will start criminal
proceedings against the conduits of Multinational
Telecommunications Corp. (Multitel) this week, Business World
reports, citing SEC Compliance and Enforcement Department
Director Jose Tomas Syquia.
The pseudo-investment firm is a lending firm employing the
"Ponzi" scheme in soliciting investments from the public who, in
turn, are promised high interest rates.
Multitel investors have filed before the SEC a complaint-
affidavit against the Company, indicating as much as nine
billion pesos (US$167.52 million) may have been solicited from
close to a million investors.
In January, the SEC had issued a cease order against Multitel
for performing unauthorized quasi-banking activities, such as
accepting deposits and lending to more than 19 persons without
permission from the Bangko Sentral (Central Bank).
However, Multitel continued to solicit investments using sister
companies such as Multitel International Holdings, Inc. (MIHI)
and Multitel Telecom Investors Corp.
Alleged Multitel conduits identified by the SEC are Oneheart
Multipurpose Cooperative, Everflow Group of Companies and Star
Enterprise Multi-Purpose Cooperative. These conduits have been
used to solicit investments from the public and later remit
collections to Multitel to circumvent the cease order.
Syquia said the SEC would be filing criminal complaint against
the Multitel conduits' incorporators and officials. He declined
to name the companies' incorporators, as they may go in hiding
and avoid arrest.
Last month, the SEC filed before the Makati prosecutor's office
fraud and estafa charges against Rose and Saturnino Baladjay,
the founders and owners of Multitel.
PHILIPPINE LONG: Enters Interconnection Deal With Digitel
---------------------------------------------------------
Philippine Long Distance Telephone Co. (PLDT) signed an
agreement on interconnection charges with Digital
Telecommunications Inc. on Monday, Reuters reports.
The two firms agreed to pay 4.5 pesos ($0.08) per minute for
calls between the two networks.
Digitel, which is a unit of conglomerate JG Summit Holdings,
which is controlled by the Gokongwei family, has an existing
fixed-line operation.
Alfredo Carrera, PLDT's Vice-President for carrier relations,
said the firms were working on the testing and installation of
equipment for the rollout of Digitel's mobile service.
He added they would share the interconnection costs equally.
The Philippine Long Distance Telephone Co. (PLDT) assured that
there would be a minimal disruption in operations in case the
Company union pushes through with its threat to stage a strike,
reports the Troubled Company Reporter-Asia Pacific.
Around 500 workers manning the regional operator services will
be separated from service by the end of this year, all of who
will be entitled to get the benefits for the full year such as
13th month pay and bonuses.
DebtTraders reports that Philippine Long Distance Telephone's
11.375 percent bond due in 2012 (TELP12PHS1) trades between 92
and 94. For real-time bond pricing, go to
http://www.debttraders.com/price.cfm?dt_sec_ticker=TELP12PHS1
PHILIPPINE LONG: Cutting 500 Operators Could Help Company
---------------------------------------------------------
The decision of Philippine Long Distance Telephone Co. (PLDT) to
cut 500 provincial telephone operators by the end of December
may prove beneficial for the Company over the medium to long
term, despite the near-term uncertainties posed by the planned
strike of PLDT's union, the Philippine Star said on Wednesday,
citing Investment analyst UBS Warburg.
UBS Warburg added that PLDT management's decision to lay off
workers is consistent with its cost rationalization efforts. It
pointed out that operator services have declined through the
years with the advent of direct dialing, texting, e-mail, and
other alternative means of communications.
UBS Warburg maintained its `buy' rating for PLDT, noting that
while there may be near-term uncertainties associated with a
possible strike, PLDT's action, which is consistent with cost
rationalization initiatives, may prove to be beneficial in the
medium to long term.
The group likewise maintained its DCF (discounted cash flow)-
based fair value estimate of 405 pesos per share for PLDT, which
is based on a 20-percent discount to its fair value estimate due
to prevailing shareholder issues. At present, PLDT shares are
trading at 287.50 pesos per share.
VICTORIAS MILLING: Clarifies Stock Surrender Report
---------------------------------------------------
Victorias Milling Company, Inc. responded to the news article
entitled "SC suspends deadline for VMC stockholders to surrender
stocks" published in the December 5, 2002 issue of the
BusinessWorld.
The article reported, "The rehabilitation of Victorias Milling
Co., Inc. (VMC) faces a slight setback, as the Supreme Court
First Division issued an order to suspend the deadline for the
stockholders to surrender their old stock certificates.
Victorias Milling Company, Inc., in a letter to the Philippine
Stock Exchange dated December 17, 2002, stated that:
The Company confirm that in its Order dated 29 November 2002,
the Securities and Exchange Commission (SEC) suspended the 2
December 2002 deadline fixed by Victorias Milling Company, Inc.
(VMC) for the surrender of the old stock certificates of VMC
stockholders. Said suspension order was in compliance with the
order of the First Division of the Supreme Court in G.R. No.
153580, entitled 'Victorias Milling Co., Inc. et al. vs.
Management Committee of Victorias Milling Co., Inc. et at.'
which thus reads.
Considering the urgent motion dated November 12, 2002 of the
petitioners for the issuance of a temporary restraining order,
the Court Resolves to:
(a) Require the respondents to Comment thereon within ten (10)
days from receipt notice hereof; and
(b) Meanwhile Direct the Securities and Exchange Commission to
Suspend the December 2, 2002 deadline to surrender old stock
certificates, until further orders from this Court.'
Accordingly, the SEC issued its Order of the same date, which
reads as follows:
In compliance to the resolution of the First Division of the
Supreme Court dated 29 November 2992, in Re: Victorias Milling
CO., Inc. et al., Petitioners, vs. Management Committee of
Victorias Million Co., Inc. et al., Respondents, G.R. No.
153580, which we quote:
(a) xxx
(b) Meanwhile Direct the Securities and Exchange Commission to
suspend the December 2, 2002 deadline to surrender old stock
certificates, until further orders from this Court.'
The December 2, 2002 deadline set for the surrender of old stock
certificates to VMC by VMC stockholders to comply (said deadline
being the end of sixty days from the approval by the Commission
of its application for Increase/Decrease in Capital Stock) is
being deemed Suspended.
For more information, go to
http://bankrupt.com/misc/tcrap_vmc1218.pdf
=================
S I N G A P O R E
=================
CHEMICAL INDUSTRIES: Reports on Rights Issue, Proceeds
------------------------------------------------------
Pursuant to Chemical Industries (FAR EAST) Ltd carrying out its
Rights and Bonus Issue of shares in November 2001 (the Rights
Issue), a total of 28,879,506 shares of S$1.00 each were issued
to its shareholders. The Company raised S$28.16 million (net of
expenses) there from.
Original purpose of the Rights Issue
In the circular to shareholders dated 11 September 2001 (the
"Circular and the abridged prospectus dated 18 October 2001 (the
"Abridged Prospectus, the Company stated that assuming the
Rights Issue was fully subscribed and net proceeds of
approximately S$39.10 million were raised or, if less than
S$39.10 million were raised, the Company would apply the
proceeds as follows:
(a) Approximately S$20 million would be used to expand the
Company's chlor-alkali plant on Jurong Island so as to increase
its plant capacity;
(b) Approximately S$18 million would be used to make partial
repayment of the œ15 million (S$41,860,000 using the conversion
rate of 25 November 2002 at œ1:S$2.79) revolving credit facility
from OCBC Bank (the "RCF; and
(c) The balance, if any, would be used for working capital.
The RCF was taken up by the Company in 1997 to finance the
Company's investment in the London property market,
specifically, the development of the Lion Plaza office and
retail complex in the city of London.
Use of proceeds
In November 2001 and January 2002, S$5,173,000 and S$2,619,500
respectively were used to repay part of the sums outstanding
under the RCF. A further sum of S$2,582,500 was subsequently
used to repay part of the RCF in February 2002. As at 31 July
2002 phase 3 of our plant expansion was completed with the
installed equipment costing S$2.29 million. A further S$1.80
million and S$0.71 million have been used for working capital
purposes and share issue expenses respectively. The balance of
proceeds has been held in our account with OCBC.
The current position on the RCF
The RCF matured on 15 April 2002 but OCBC, in its discretion,
provided the Company with an extension to 28 June 2002. Since
then, the Company has been negotiating with OCBC for a favorable
repayment proposal in respect of the sums outstanding under the
RCF.
On 30 August 2002, OCBC wrote to the Company stating that it was
prepared, in principle, to restructure the RCF on the following
conditions:
(a) That the amount of S$14.27 million standing in credit
balance in the Company's accounts with OCBC (made up of proceeds
from the Rights Issue and other monies) be set-off against the
outstanding sums under the RCF;
(b) That the successful refinancing of the Company's S$50
million 2.5 percent unsecured bonds (the Bonds) be completed on
or before 22 September 2002;
(c) Provided that conditions (a) and (b) above are satisfied,
OCBC would restructure the balance of about S$14.83 million
outstanding under the RCF as follows:
(i) The restructured RCF would mature on 30 September 2004 or
upon the sale of Lion Plaza, whichever is earlier;
(ii) The RCF would continue to be secured by the existing
mortgages over the properties at No.17 Upper Circular Road and
No. 19 Carpenter Street and also by the existing legal mortgage
over shares in various companies;
(iii) The restructuring of the RCF would take place upon the
completion of the successful refinancing of the Bonds by the
Company.
In addition to the above proposal, OCBC has informed the Company
that it has agreed to participate in the refinancing of the
Bonds. OCBC communicated to HSBC, the arranger, and its
commitment to lend S$12 million as part of the syndicate.
Further, OCBC is also prepared to extend to the Company banking
facilities of up to S$6.5 million for working capital purposes.
Change of use of proceeds
The Board of Directors of the Company has decided that
acceptance of OCBC's proposal as set out above, is in the best
interests of the Company. As such, the Company has applied the
balance of the unspent proceeds totaling S$13.7 million from the
Rights Issue proceeds held in the account with OCBC towards
partial repayment of the RCF. This brings the total percentage
of the Rights Issue proceeds used to repay the RCF to 85.5%.
Since the Rights Issue, we have continued to optimize
productivity of the installed equipment. This improvement in
productivity has reduced our plant expansion requirements
without significant impact on our sales projection and cash
flow. It is expected that the internally generated cash flow
will be able to fund the short to medium term plant expansions
requirements.
At the end of 2002, Wright Investor's Service said Chemical
Industries (Far East) Limited had negative working capital, as
current liabilities were 106.98 million Singapore Dollars while
total current assets were only 34.03 million Singapore Dollars.
HAW PAR: Voluntarily De-Registering Australian Unit
---------------------------------------------------
Haw Par Corporation Limited has voluntarily de-registered its
wholly owned subsidiary, Haw Par (Australia) Pty Ltd, a Company
incorporated in Australia, which had been dormant for many
years.
This de-registration is not expected to have any material impact
on the financial results or net tangible assets of the Company
for the financial year ending 31 December 2002. None of the
directors or substantial shareholders of the Company has any
interest, direct or indirect in Haw Par (Australia) Pty Ltd.
WEE POH: SEC Grants Waiver
--------------------------
The Board of Directors of Wee Poh Holdings Limited announced
that the Singapore Exchange Securities Trading Limited (the
Exchange) has granted a waiver of the requirement under Rule 707
of the Listing Manual to release its Annual Report to
shareholders and the Exchange within 5 months from the end of
the Company's financial year.
The Company had written to the Exchange on 11 November 2002
requesting for a one-month extension to release its Annual
Report due to the late appointment of the Company's new
auditors, Messrs Deloitte and Touche DT in place of the
Company's former auditors, Messrs Arthur Andersen, who had
resigned in early August 2002.
DT was appointed on 30 August 2002 and commenced their fieldwork
on September 2, 2002. At the time of the application, there were
some outstanding audit matters to be resolved and the Company
had felt it prudent to apply for an extension of time pending
the resolution of these matters.
The Company is planning to release its Annual Report by 31
December 2002.
The in-principle approval of the Company's application is
subject to the Company making an announcement, via MASNET, to
disclose the waiver granted by the Exchange.
UNITED OVERSEAS: Voluntarily Winding Up Australian Unit
-------------------------------------------------------
United Overseas Bank Limited (UOB) announced that OUB Australia
Ltd, a wholly owned subsidiary of UOB, has commenced member's
voluntary liquidation. The liquidation is part of the ongoing
rationalization of the operations of the UOB group of companies.
===============
T H A I L A N D
===============
JASMINE INTERNATIONAL: Posts Warrant Conversion Results
------------------------------------------------------
As Jasmine International Public Company Limited (JASMIN) has
issued and offered warrants to purchase new shares to the
existing shareholders and the directors or employees of the
company and its subsidiaries, JASMIN would like to report the
results of warrant conversion to common shares as follows:
1) Warrants offered to the existing shareholders
Refer to the resolution of the Annual General Meeting No 1/1999
held on 27 April 1999, approving the capital increase of the
company by issuing 333.6 million units of warrant to the
existing shareholders, the warrant holders can exercise right on
the date 15th of March, June, September and December of each
year through the maturity date.
JASMIN has set the date for converting the company's warrants at
the ratio of 1 right warrant into 1 common share at Baht 5 per
share. Date to notify the intention to exercise is 1-14
December 2002. The exercise date is on 16 December 2002. The
results of the conversion are as follows:
- No warrant holder exercises his right -
After this conversion, there are 257,356,537 remaining warrants.
2) Warrants offered to directors or employees of the company
and its subsidiaries
Refer to the resolution of the Extra-ordinary Shareholders
Meeting of JASMIN No. 1/2000 held on 4 September 2000, approving
the issuance and offering of warrants to purchase new shares to
directors or employees of the company and its subsidiaries at
total amount of the project 18,375,706 units, allocated in 3
classes as follows:
- Warrant Class 1 11,749,574 units (divided into 3
grants)
- Warrant Class 2 5,426,132 units (divided into 10
grants)
- Warrant Class 3 1,200,000 units (divided into 2
grants)
And approved the allocation of 18,375,706 ordinary shares at par
value 10.- Baht each allocated to guarantee the use of rights
exercised under the warrant to purchase ordinary shares of the
company under the warrant issued to the directors or employees
of the company and its subsidiaries.
Following to the mention project, the company issued and offered
warrants as the following details:
Warrant Issue No. Issued and Offered price Exercise price
Class Offered per unit per unit
(Unit) (Baht) (Baht)
1 1 3,916,524 0 10
2 3,872,847 0 10
2 1 622,415 0 15
2 462,811 0 20
3 622,415 0 16.50
4 462,811 0 22
3 1 600,000 0 15
2 600,000 0 15
The warrant holder can exercise on every 3 months on the date
15th of March, June, September and December of each year from
the first day of exercise date specified in the warrant until
the expiry date. In this time, the exercise date is on 16
December 2002, date to notify the intention to exercise is 1-14
December 2002. The ratio to exercise for every warrant class is
1 warrant unit per 1 common share at the above mentioned
exercise prices.
The company would like to report the results of the conversion
as follows:
- No warrant holder exercises his right -
After this conversion, there will be warrants remaining as
follows :
- Warrant Class 1 Issue No. 1 3,916,524 units
- Warrant Class 1 Issue No. 2 3,872,847 units
- Warrant Class 2 Issue No. 1 622,415 units
- Warrant Class 2 Issue No. 2 462,811 units
- Warrant Class 2 Issue No. 3 622,415 units
- Warrant Class 2 Issue No. 4 462,811 units
- Warrant Class 3 Issue No. 1 600,000 units
- Warrant Class 3 Issue No. 2 600,000 units
The company will have a paid-up capital Baht 4,745,514,280.
MILLENNIUM STEEL: Posts Pre-Trade Analyst Conference Q&A
--------------------------------------------------------
The Pre-trade Analyst Conference for Millennium Steel PLC (MS)
presented by the management team was held at Grand Ballroom 1,
Sheraton Grande Sukhumvit Hotel on December 16, 2002. Other
than summarizing information based on the prospectus, the
company has additionally provided the unaudited financial
figures for 9-month performance in 2002 of Siam Iron and Steel
(2001) Co., Ltd. (SISCO 2001) and Siam Construction Steel Co.,
Ltd. (SCSC) as follows:
Net sales 5,100MB
Earnings before Interest,
Tax, Depreciation and
Amortization 840MB
Approximated Utilization 70%
Questions and answers from the conference can be summarized as
follows:
1) How are depreciation and amortization recorded ? How much
are those expenses for 2003 and onwards?
Depreciation and amortization expenses after merger for each
operating company are still calculated using the same methods as
they were before merger. SISCO 2001 and SCSC has applied
straight-line method for depreciation and amortization expenses
calculation while those of NTS are calculated based on
average production for each period. Depreciation expenses for
2003 is estimated at 430 MB and amortization expenses i.e.
goodwill and advisory fees are 297 MB and 52 MB respectively.
For NTS, depreciation for machinery and equipment shall be lower
than those estimated in the prospectus since most of machinery
and equipment are not operated in the first year.
2) Please provide details of working capital, capital expenses
and maintenance expenses of MS.
MS's estimated working capital is estimated 2,000 MB which shall
be provided by financial institutions. For capital expenses,
according to NTS Restructuring Plan, MS will invest $10 million
each in 2003 and 2004 in order to improve machinery efficiency.
For maintenance expenses, MS shall use its internal cashflow to
manage those expenses.
3) Please provide details of Conversion Ratios and Conversion
Costs.
For Melt Shop, production yield from converting from scrap to
billets is 88-89% while conversion ratio of rolling from billets
to finished products is approximately 95-97%. Conversion cost
for steel rolling is approximately 1,000 Baht per ton depending
on specification, grade and size of the products.
4) Please provide replacement cost per ton of MS.
Since the crisis, the company has neither investment nor any
expansion, it has not obtained any machinery cost/investment.
Therefore, the company is not able to provide such information.
However, for new investment of melt shop and rolling mill, the
ratio shall be approximately 60:40.
5) Please provide details of imported raw materials.
Most of imported raw materials are scrap since domestic supply
is shortage. Other than those imported scrap, some non-EAF
(Electric Arc Furnace) manufacturers still need to import
billets, mainly for production of high quality products.
6) Please provide details of price, quality and supply of
domestic scrap.
Current price of domestic scrap is approximately 5,000 Baht per
ton. Generally, domestic scrap quality is lower than those from
import. Scrap demand is annually averaged at 2.5 million tons.
Since domestic scraps are still shortage, the company has to
import from overseas.
7) Please identify details and factors of gross margin ratio for
main products and average selling price at present?
The average gross margin for main products is about 2000 Baht
per ton. At the present, even if EAF manufacturers still need to
import some scrap for production they still have higher gross
margin than non-EAF manufacturers. This is because non-EAF
manufacturers need to import billet which prices have
dramatically increased this year, Current price of billet is
approximately USD230 per ton. However, the company views that
current price should be a little bid higher compared to import
Products. Overall the company's EBITDA still be positive and has
enough cash flow for operation.
8) Details on forecasted domestic supply, distribution mix,
marketing and market share, and production plan of the company
in 2003, as well as the growth potential of the company as
referred to in the Prospectus.
The company will primarily supply to the domestic market and may
supply to overseas markets in Indochina, Australia and New
Zealand. The company viewed that steel domestic demand for next
year is likely to increase from this year.
The company shall be able to estimate and disclose the domestic
demand within 2nd quarter of 2003 since there are other
significant factors such as market situation and future economic
situation. As for the market share, it is difficult to estimate
since it varies by products. However, overall market share
should be higher than in the past.
The company expected to produce approximately 705,000 tons. The
production will be allocated to produce various products
according to the product mix determined in preliminary
production plan of the company.
The growth of the company as referred in the Prospectus is the
overall growth as a resulting from various product sales with
marketing strategy of the company. Overall, The company is
expected to achieve growth as forecasted.
9) Please provide details of sales and capacity production of
the company in 2002.
The company's product sales are approximately 500,000 tons,
mainly sold in domestic market since the price is higher than
foreign market.
The average utilization rate of SISCO 2001 and SCSC is about
70%.
The company expected that NTS Rolling Mill will be started
within the 2nd quarter of year 2003.
10) Please clarify about the risks from the enforcement of Trade
Competition Law, from AFTA's import duty reduction scheme and
from the information provided in estimated financial statement
in the Prospectus related parties about the monopoly issue since
the beginning of the merger process.
As of now, there is no conclusion on the percentage of market
share to be considered as a monopoly according to the Trade
competition law, the company is confident that these
enforcements will not have an adverse affect to the company
since The government itself has also supported the merger of
domestic steel manufacturers in order to solve long term problem
of the industry.
According to AFTA's import duty reduction scheme, the import
duty reduction for finished products will begin in January 2003.
However, the beginning date may be change as there is still no
conclusion among member countries.
11) Please inform the shareholding ratio of Siam Cement Group
(CHC), McDonald Investment Inc. and MCL Company Limited
(McDonald & MCL), including the shareholding ratio that could be
traded in SET without silent period limitation.
CHC holds about 45% in the Company, while McDonald & MCL, who
earn shares as the merger adviser fee from the Company, hold
about 6-7% without silent period limitation.
Securities allowed trading on December 18, 2002 shall be common
shares, warrants no.1 and warrants no.2. Currently, maximum
traded shares of the Company are approximately 33% of total
shares.
12) Who are the other shareholders that do not have silent
period limitation, except minority shareholders and McDonald &
MCL?
The other shareholders without silent period limitation are some
foreign financial institutes (Note & Bond Holders).
13) Please explain the investment policy in the Company of the
major shareholder who is a financial institute.
The company does not have that information.
14) Please explain the plan for the borrowing from Cementhai
Holding after the merger, including the plan for re-finance if
CHC would ask for repayment.
After the merger, CHC's loan will be treated like Senior Secured
Debt with MLR interest rate. About the re-finance, it is a
future issue for the Company, which will be considered later.
15) Is there any tendency or possibility of a merger with other
steel manufacturer(s)?
The merger with other manufacturer(s) is possible in the future.
However, there will be many considerations such as the readiness
and the willingness of the current owners and debtors. The
process is complicated and would require a period of time to
conclusion.
PAE THAILAND: Increases Registered, Paid-up Capital
---------------------------------------------------
GTT Planners Co Ltd refers to its letter dated 28 November 2002
in regard to the implementation of decreasing the registered and
paid-up capital of PAE Thailand Public Company Limited (PAE).
PAE is still in the process of decreasing the registered and
paid-up capital to be 8,000,000 Baht divided into 800,000
ordinary shares with reference to the order of Bankruptcy Court
dated 25 November 2002.
This is to inform that PAE shall initially increase its
registered and paid-up capital by means of the subscription of
37,500,000 ordinary shares to the following parties:
a) Capital Provider
PAE shall allot new ordinary shares of 35,000,000 (Thirty Five
Million) shares with par value of 10 Baht but subscribed at the
discount price of 6 Baht as the Restructuring Fund of
210,000,000 Baht.
b) GTT or its designated representative
Following to step a), a new allotment of 2,500,000 shares with
par value of 10 Baht issued at a discount price of Baht 6 shall
be subscribed in exchange of payment Reorganization Cost
15,000,000 (Fifteen Million) Baht.
As such, new registered capital shall be 383,000,000 Baht
divided into 38,300,000 ordinary shares.
GTT as Plan Administrator shall proceed to amend the Memorandum
of Association by lodging the necessary documentation with the
Registrar at the Ministry of Commerce.
PRASIT PATANA: SET Grants Listed Securities
--------------------------------------------
Starting from December 19, 2002, the Stock Exchange of Thailand
(SET) allowed the securities of Prasit Patana Public Company
Limited (PYT) to be listed on the SET after finishing capital
increase procedures.
However, PYT is a listed company under REHABCO sector and is in
the rehabilitation process, therefore, the SET has still
suspended trading all securities of PYT until the causes of
delisting are eliminated. Anyway, the company could request the
SET to allow continued trading under the REHABCO category after
it completed the conditions specified by the SET.
Name : PYT
Issued and Paid up Capital
Old : 849,631,000 Baht
New : 866,023,760 Baht
Allocate to : 1. Shareholders of Phyathai 2 Hospital
Company Limited (PYT2) 965,589 shares
2. Shareholders of Phyathai 3 Hospital
Company Limited (PYT3) 673,687 shares
Totaling 1,639,276 shares for share swap
Ratio : 1 existing shares of PYT2 : 1.1746
newly-issued share of PYT
1 existing shares of PYT3 : 0.37114
newly-issued share of PYT
Price Per Share : 10 Baht (share swap)
Payment date : 11 December 2002
SIAM UNITED: TAMC Grants Debt Plan Conditional Approval
-------------------------------------------------------
The Board of Directors of Siam United Services Public Company
Limited on December 3, 2002 had proposed a plan to restructure
the debt to Thai Asset Management Corporation (TAMC) and on
December 6, 2002, TAMC's Executive Board of Directors had
considered and had approved in principle to restructure the debt
of the Company under terms and conditions. The Board of
Directors of the Company had resolved that the Company accept
such terms and conditions which are:
1. The Company shall repay the principal with a 3-month accrued
interest in a total amount of Baht 137,793,618 by :
1.1 The Company shall transfer clean assets to repay the
principal of Baht 35,524,503 to TAMC. In this regard, TAMC shall
give the Company the rights of first refusal to wholly or partly
purchase the transferred assets within 3 years after the
signing date of the Debt Restructuring Agreement.
1.2 The Company shall convert the remaining debt of Baht
100,000,000 into the Company's equity at Baht 1 per share (which
is equivalent to the par value) and TAMC shall give the rights
to all shareholders whose names are on the Registration Book on
the date to be later specified by the Company to buy back
44,250,000 common shares from TAMC under the following
conditions:
* Period of the rights
- Period of the rights to buy back the common shares: 3
years.
- The rights ratio : 20 old common shares to 1 new common
share held by TAMC.
- The exercise price : Baht 1.15 per share.
- The right to cancel the rights to buy back the common
shares:
In the case that the market price of the common share
exceeds Baht 1.30 for 10 consecutive days, TAMC shall have the
rights to cancel the rights to buy back the shares, if the
shareholders do not exercise the rights to subscribe the common
shares.
1.3 After the Company has fulfilled the aforementioned
conditions 1.1 and 1.2, TAMC shall return the collaterals which
had been used to secure the loan.
1.4 The Company shall pay the 3-month accrued interest of
Baht 2,269,115 in cash within 90 days after the signing date of
the Debt Restructuring Agreement.
2. The remaining portion of the accrued interest shall be fully
exempted.
The Company also informed that it shall have a profit of
approximately Baht 26 million from this Debt Restructuring Plan.
Moreover, all the existing debts of the Company shall become
performing debts, the total debt to equity ratio shall be
reduced substantially to approximately 0.66 only, all of which
shall be beneficial to the Company and the shareholders.
TPI POLENE: To Undergo Capital Fund Raising Exercise
----------------------------------------------------
According to the Bankruptcy Court's Order dated December 9,
2002, TPI Polene Public Company Limited, in the capacity as the
Plan Administrator, has the right to raise fund by way of Right
Offering and/or Private Placement and/or Public Offering as
specified in Clause 3.43 of the Business Reorganization Plan,
any interference by the creditors will be treated as an offence.
The scheme creditors under the Plan are requested to support the
duty of the Plan Administrator for this capital fund raising
exercise. The Plan Administrator will continue to move forward
to raise new capital fund in the manners provided by the Plan as
fast as possible under the assumption of non-interference.
VIBUL THANI: Files Business Reorganization Petition
---------------------------------------------------
The Petition for Business Reorganization of Vibul Thani Company
Limited (DEBTOR), engaged in merchandising and immovable
property rental, was filed to the Central Bankruptcy Court:
Black Case Number 862/2543
Red Case Number 920/2543
Petitioner: VIBUL THANI COMPANY LIMITED
Debts Owed to the Petitioning Creditor : 5,000,000,000Baht
Planner : Mrs. Rapeephunt Ansawinvijit
Date of Court Acceptance of the Petition : October 19, 2000
Date of Examining the Petition: November 13, 2000 at 9.00 A.M.
Court hearing has been set on: December 7, 2000
Court Order for Business Reorganization and Appointment of
Planner : December 7, 2000
Announcement of Court Order for Business Reorganization and
Appointment of the Planner in Matichon Public Company Limited
and Siam Rath Company Limited: December 15, 2000
Announcement of Court Order for Business Reorganization and
Appointment of the Planner in Government Gazette : January 16,
2001
Deadline for Planner to submit the Business Reorganization Plan
to Official Receiver : April 16, 2001
Planner postponed the Date of Submitting the Reorganization Plan
#1 : May 16, 2001
Planner postponed the Date of Submitting the Reorganization Plan
#2 : June 16, 2001
Appointment date for the Meeting of Creditors to consider the
plan had been postponed till August 10, 2001 at 9.30 am.
Convention Room 1103, 11th Floor, Bangkok Insurance Building,
South Sathorn Road
The Meeting of Creditors had a resolution not accepting the
reorganization plan pursuant to Section 90/48
Court had issued an Order Cancelled the Petition for Business
Reorganization on September 24, 2001
Announcement of Court Order Cancelled the Petition for Business
Reorganization in Matichon Public Company Limited and Siam Rath
Company Limited: October 2, 2001
Announcement of Court Order Cancelled the Petition for Business
Reorganization in Government Gazette : October 18, 2001
Contact : Mrs. Piyanunt Tel, 6792525
S U B S C R I P T I O N I N F O R M A T I O N
Troubled Company Reporter -- Asia Pacific is a daily newsletter
co-published by Bankruptcy Creditors' Service, Inc., Trenton, NJ
USA, and Beard Group, Inc., Washington, DC USA. Lyndsey Resnick,
Maria Vyrna Nineza-Merlin, Maria Cristina Pernites-Lao, Editors.
Copyright 2002. All rights reserved. ISSN: 1520-9482.
This material is copyrighted and any commercial use, resale or
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re-mailing and photocopying) is strictly prohibited without
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