/raid1/www/Hosts/bankrupt/TCRAP_Public/021220.mbx
T R O U B L E D C O M P A N Y R E P O R T E R
A S I A P A C I F I C
Friday, December 20, 2002, Vol. 5, No. 252
Headlines
A U S T R A L I A
BURNS PHILP: S&P Places BB- Rating on CreditWatch Negative
ENVESTRA LIMITED: Secures A$200M syndicated Bank Debt Facility
FLOWCOM LIMITED: Announces Debt Restructure Details
TOWER AUSTRALIA: Jim Minto Appointed Chief Executive
VOICENET (AUSTRALIA): Releases New Constitution
WESTERN METALS: Posts Change of Director`s Interest Notice
WORLDWIDE TECHNOLOGY: All Resolutions Approved at AGM
C H I N A & H O N G K O N G
AUTOSONIC AUDIO: Winding Up Hearing Scheduled in January
CHINA MERCHANTS: Net Loss Narrows to HK$4.9M
EVEREST INTERNATIONAL: Operations Loss Widens to HK$11.4M
GREENPAK (SHANGHAI): Winding Up Sought by Wong Chung
HANSOM EASTERN: Loss Narrows, Helped by Stronger Property Ops
HUA GUI: Winding Up Petition Pending
HYCOMM WIRELESS: New Shares' Placing Under General Mandate
INNOVATIVE INT'L: Restructuring Agreements Completion Set Today
LAI SUN: Asia Television Sale Approved
NAM FONG: Petition to Wind Up Pending
I N D O N E S I A
SINAR MAS: IBRA Signs APP Restructuring Settlement Agreement
J A P A N
DAIWA DEVELOPMENT: Golf Course Applies for Rehabilitation
MARUBENI CORPORATION: Appoints New President, CEO
MAZDA MOTOR: Establishes Management Advisory Committee
MITSUBISHI MOTOR: JCR Affirms BBB- Rating
NIPPON TELEGRAPH: Union Decides Not to Demand Pay-Scale Rise
NISSHO IWAI: Titanium Assets Sale Plan Shelved
SEIBU DEPARTMENT: Seeks Y200B Aid From Creditors
SOGO CO.: Receiving Y100B Cash Injection
K O R E A
CHOHUNG BANK: PFOC Asks Morgan to Reevaluate Price
HYNIX SEMICON: Shares Up on Hopes New President Will Help Firm
HYUNDAI ENGINEERING: Issues W468.5B in Bonds
KOREA THRUNET: Completes First Step of Restructuring
KOREA THRUNET: Launches On-TV Service
M A L A Y S I A
AKTIF LIFESTYLE: Discloses Defaulted Payment Details
BRIDGECON HOLDINGS: Faces Writ of Summons Filed by CASB
DATAPREP HOLDINGS: Converted Shares Granted Listing
HIAP AIK: No Material Change in Defaulted Payment
LAND & GENERAL: Dormant Subsidiary Struck
MGR CORPORATION: Unit Receives Demand Letter From MBB
PAN PACIFIC: Proposes to Restructure RM272,802,000 Debts
RASHID HUSSAIN: Expects Completion of Bank Utama Acquisition
REPCO HOLDINGS: KLSE Rejects Time Extension Application
SINMAH RESOURCES: SMNS Rubber Invests RM998 in Joint Venture
SITT TATT: SC OKs RM11.5M Utilization Revision
SRI HARTAMAS: Unit CMSB Enters Settlement Agreement With EON
TRANS CAPITAL: Economic Planning Unit OKs Debt Scheme
YTL LAND: All Resolutions Approved at EGM
P H I L I P P I N E S
BENPRES HOLDINGS: Clarifies "Lopezes Now Open to Sell" Report
CEBU MEDICAL: Metro Cebu Rotary Club Extends Help
NATIONAL POWER: Selling $250M Bonds to Goldman
PHILIPPINE LONG: Cuts Debts by $130M
PHILIPPINE LONG: Projects Better Debt-Equity Ratio by 2004
PHILIPPINE LONG: Union to Strike Before Christmas
PHILIPPINE PHILREALTY: Court OKs Suspension of Debt Payments
S I N G A P O R E
ASIA PULP: GE, Export-Credit Agencies Reject Debt Plan
CK TANG: Net Loss Widens to $10.1M
KONAMI CORP: Dissolution of Subsidiary
NATSTEEL LTD: Post Changes in Shareholder's Interest
NATSTEEL LIMITED: 98 Holdings Ups Offer to $2.06
SAN TEH: Chinese Unit Enters Liquidation
T H A I L A N D
ABICO HOLDINGS: Releases 2003 Annual Holidays
RAIMON LAND: Posts Rehabilitation Progress Update
SAND AND SOIL: Files Business Reorganization Petition
TPI POLENE: Undergoes Equity Fund Raising Via Public Offering
TPI POLENE: Posts Financial Statements Revisions
* DebtTraders Real-Time Bond Pricing
- - - - - - - -
=================
A U S T R A L I A
=================
BURNS PHILP: S&P Places BB- Rating on CreditWatch Negative
----------------------------------------------------------
Standard & Poor's Ratings Services has placed its 'BB-'
corporate credit rating and associated debt issues on Australian
yeast and spice producer, Burns, Philp & Co. Ltd. (Burns Philp)
on CreditWatch with negative implications.
The placement follows an announcement that a wholly owned
subsidiary, BPC1 Pty. Ltd., has acquired a 14.9% stake in
diversified food and food ingredient manufacturer Goodman
Fielder Ltd. (BBB+/Watch Neg/A-2) with a view to making a
takeover bid. The bid stands at A$1.85 per share, and the
transaction will be funded through a combination of A$770
million cash, new debt, and the proceeds from the exercise of
equity options. If the bid is successful, Standard & Poor's
expects Burns Philp's post-transaction total debt-to-total
capitalization ratio to exceed 90%, its funds from operations-
to-total debt ratio to be about 10%, and its interest coverage
ratio to be below 1.5x.
The CreditWatch placement will be resolved once the outcome of
the bid is known. Burns Philp also announced that it is
considering the acquisition of New Zealand Dairy Foods Ltd. The
rating on Burns Philp could be lowered by one or two notches if
the bid is successful.
ENVESTRA LIMITED: Secures A$200M syndicated Bank Debt Facility
--------------------------------------------------------------
Envestra Limited announced Thursday that it had secured a new
A$200 million syndicated bank debt facility for a three-year
term through to July 2006, with a further two-year extension
option to July 2008. The facility will be used to re-finance
$160 million of Bank debt maturing in June 2003 and also
to fund capital expenditure.
Envestra's Chief Financial Officer, Ian Little said "The new
facility is a further step in implementing Envestra's financing
strategy, which is to ensure our loan portfolio is appropriately
balanced between bank and capital markets facilities, and has a
spread of maturities that reflect the Group's long-term
investments in gas distribution infrastructure".
"It ensures Envestra maintains ready access to banking support
and strong relationships with major Australian and international
banks. The re-financing strategy is aimed at ensuring the
Envestra Group maintains around one third of its total debt with
the banking sector, the remainder being in the capital markets.
"We are now in a position where no more than $200 million of
debt matures in any one year, except 2007, over the next
decade".
The re-financing has been undertaken with Commonwealth Bank of
Australia, Australia and New Zealand Banking Corporation, BNP
Paribas, HSBC Australia Ltd and The Toronto-Dominion Bank Ltd.
The above re-financing follows the $175 million, 7 year, bond
issue completed last month.
CONTACT INFORMATION: Des Petherick,
MANAGER, CORPORATE & PUBLIC AFFAIRS
Martin Crowley, GROUP TREASURER
Telephone: 08 8227 1500
FLOWCOM LIMITED: Announces Debt Restructure Details
---------------------------------------------------
Under agreements announced Thursday, FlowCom Limited's secured
debt, currently held by Alcatel, is now to be acquired by a
consortium headed by Crown Financial Pty Limited and CapX
Limited (Crown-CapX). Crown-CapX has also reached agreement with
FlowCom on terms for future conversion of a large portion of the
debt to an equity position in FlowCom which will give Crown-CapX
a majority equity position in FlowCom. These agreements are
subject to completion of documentation and shareholder approval.
Crown Financial is a Sydney based private investment company of
the Sundell family; CapX Ltd is a public equity fund also based
in Sydney headed by Chris Ryan.
FlowCom previously (in September) announced the signing of heads
of agreement with Delgrave Enterprises Pty Limited. However,
Crown-CapX has been an alternative contender to acquire the
secured debt from Alcatel and to reach agreements with FlowCom.
Crown-CapX has now emerged as the successful party.
FlowCom CEO Tom Amos described the deal with Crown-CapX as an
excellent outcome for FlowCom which will also ensure additional
working capital being made available to FlowCom.
"This arrangement has taken longer to complete than was
anticipated. We have been in discussions with all parties for
some time, and we believe that this deal is the best outcome for
FlowCom shareholders," Mr Amos said.
"We have been subjected to extensive due diligence by a number
of parties over the past four months. This has delivered an
outcome, and we look forward now to getting all our management
resources back on to operational matters.
"With the financial and board support from Crown-Capx, we look
forward to continued growth in the business in the new year," Mr
Amos said.
Under agreements to be completed between Crown-CapX and Alcatel,
Crown-CapX will acquire the entirety of FlowCom's secured debt
and the associated securities.
The agreement between FlowCom and Crown-CapX, which is subject
to documentation completion and a yet-to-be scheduled meeting of
Flowcom shareholders, provides for the following:
* Crown-CapX will convert all the secured debt except for $5m
at $0.03 (three cents) a share to shares representing 58.4% of
FlowCom capital, before the placement and rights issue detailed
below. The total debt to be converted is of the order of $10m.
* Crown-CapX will allocate up to $2.2 million of FlowCom
shares at a price of $0.03 (three cents) a share to a management
incentive scheme, thereby reducing Crown-CapX's equity to 45%
before the placement and rights issue.
* A placement of $750,000 will be supported by Crown-CapX at
$0.03 (three cents) a share. This will be used to meet current
and short-term working capital requirements in FlowCom.
* Crown-CapX will support a rights issue available to all
shareholders excluding Crown-CapX, also at $0.03 (three cents) a
share, early in 2003, to meet any further working capital
requirements. The amount of this raising is expected to be
modest, and will be determined by the board during January 2003.
* It is proposed the current board of FlowCom will be
expanded, with two new independent directors nominated by Crown-
CapX.
FlowCom is holding its delayed annual general meeting on
Thursday, December 19, and will now be scheduling a meeting in
the new year to put the details of the above agreements to the
shareholders for approval.
CONTACT INFORMATION: Tom Amos - CEO
Ed Goodwin - Finance Director
FlowCom Limited
Phone (02) 9263 5000
Fax. (02) 9264 9868
www.flow.com.au
TOWER AUSTRALIA: Jim Minto Appointed Chief Executive
----------------------------------------------------
TOWER Group Chief Executive Keith Taylor announced Thursday the
permanent appointment of Jim Minto to the position of Chief
Executive TOWER Australia.
"Since 6 November this year, Mr Minto has been the Acting Chief
Executive of TOWER Australia and during that time he has
performed with credit. TOWER Australia has made good progress
with needed restructuring and I consider that in the interests
of stability and the work that TOWER Australia has to
accomplish, Mr Minto's permanent appointment is vital."
Jim Minto has successfully led a number of TOWER companies in
New Zealand, including TOWER Trust, TOWER Health & Life and,
most recently, he was the Chief Executive of TOWER New Zealand
leading the successful integration of TOWER's New Zealand
businesses.
This appointment is effective immediately.
CONTACT INFORMATION: Karyn Fenton
TOWER GROUP COMMUNICATIONS MANAGER
64 4 498 7397
VOICENET (AUSTRALIA): Releases New Constitution
-----------------------------------------------
Voicenet (Australia) Ltd informed that the Company has a New
Constitution, which was adopted by the shareholders at the
General Meeting held on 5 December 2002. Go to
http://www.bankrupt.com/misc/TCRAP_VNA1220.pdfto see a copy of
the New Constitution.
At the end of 2001, Voicenet (Australia) Limited had negative
working capital, as current liabilities were A$7.88 million
while total current assets were only A$6.50 million, Wrights
Investors' Service reports. The company has paid no dividends
during the last 12 months and has not paid any dividends during
the previous 6 fiscal years. It also reported losses during the
previous 12 months.
WESTERN METALS: Posts Change of Director`s Interest Notice
------------------------------------------------------------
Western Metals Limited posted this notice:
CHANGE OF DIRECTOR'S INTEREST NOTICE
Name of Company Western Metals Limited
ABN 69009150618
We (the entity) give the ASX the following information under
listing rule 3.19A.2 and as agent for the director for the
purposes of section 205G of the Corporations Act.
Name of Director Alan James Castleman
Date of last notice 11/12/2002
Part 1 - Change of director's relevant interests in securities
Direct or indirect interest Indirect
Nature of indirect interest
(including registered holder) Dr Beverley Castleman
(spouse)
Date of change 09/12/2002
No. of securities held prior
to change 1,546,327
Class Ordinary
Number Acquired 23,310
Number disposed -
Value/consideration $606.06
No. of securities held after
change 1,569,637
Nature of change On market trade
Part 2 - Change of director's relevant interests in contracts
Detail of contract -
Nature of direct interest -
Name of registered holder
(if issued securities) -
Date of change -
No. and class of securities to which
interest related prior to change -
Interest Acquired -
Interest disposed -
Value/consideration -
Interest after change -
At the end of 2002, the Company had negative working capital,
as
current liabilities were A$77.56 million while total current
assets were only A$73.17 million, Wrights Investors' Service
reports.
WORLDWIDE TECHNOLOGY: All Resolutions Approved at AGM
-----------------------------------------------------
The directors of Worldwide Technology Group Limited wish to
advise that all resolutions put to the shareholders of the
Company at Wednesday's Annual General meeting were passed
unanimously on a show of hands.
The proxy voting with respect to the resolutions:
RESOLUTION FOR AGAINST ABSTAIN
1 (a) Re-appointment of Mr 198,442,079 - 4,000
Steven Pynt as Director
1 (b) Appointment of Mr Chak Chew 198,436,079 - 10,000
Tan as Director
1 (c) Appointment of Ms Jennifer
Poh Choo Lim as a Director 198,436,079 - 10,000
1(d) Appointment of Mr Kevin Ho as 198,436,079 - 10,000
Director
2 Change of name of Company 198,423,079 4,000 19,000
3 Share Placement to Raise Working
Capital 198,436,079 4,000 6,000
4 Participation of Mr Chak Chew
Tan in Placement 198,436,079 4,000 6,000
5 Reduction of Paid up Share Capital 198,396,079 23,000 -
The Troubled Company Reporter-Asia Pacific reported on April
that in line with the capital raising, the Company is
undergoing
a restructuring exercise to streamline its regional operations.
================================
C H I N A & H O N G K O N G
================================
AUTOSONIC AUDIO: Winding Up Hearing Scheduled in January
--------------------------------------------------------
The High Court of Hong Kong will hear on January 29, 2003 at
10:00 in the morning the petition seeking the winding up of
Autosonic Audio & Video Technology Limited.
Shenzhen Fenhua Computer Company Limited whose principal place
of business is 14th Floor, Middle Shang Bu Road, Shenzhen,
China, filed the petition on October 25, 2002. K.M. Lai & Li
represents the petitioner.
Creditors and other interested parties are encouraged to attend
the hearing. They only need to notify in writing K.M. Lai & Li,
Solicitors for the Petitioner, 23rd Floor Regent Center, 88
Queen's Road Central, Hong Kong
CHINA MERCHANTS: Net Loss Narrows to HK$4.9M
--------------------------------------------
China Merchants DiChain (Asia) Limited announced on
17 December 2002:
(stock code: 00632)
Year end date: 31/3/2003
Currency: HKD
Auditors' Report: N/A
Review of Interim Report by: Audit Committee
(Unaudited )
(Unaudited ) Last
Current Corresponding
Period Period
from 1/4/2002 from 1/4/2001
to 30/9/2002 to 30/9/2001
Note ('000) ('000)
Turnover : 19,567 33,394
Profit/(Loss) from Operations : (7,100) (26,139)
Finance cost : (2,276) (6,731)
Share of Profit/(Loss) of
Associates : N/A (995)
Share of Profit/(Loss) of
Jointly Controlled Entities : (4,808) (1,000)
Profit/(Loss) after Tax & MI : (4,907) (64,060)
% Change over Last Period : N/A %
EPS/(LPS)-Basic (in dollars) : (0.0021) (0.0351)
-Diluted (in dollars) : N/A N/A
Extraordinary (ETD) Gain/(Loss) : N/A N/A
Profit/(Loss) after ETD Items : (4,907) (64,060)
Interim Dividend : NIL NIL
per Share
(Specify if with other : N/A N/A
options)
B/C Dates for
Interim Dividend : N/A
Payable Date : N/A
B/C Dates for (-)
General Meeting : N/A
Other Distribution for : N/A
Current Period
B/C Dates for Other
Distribution : N/A
Remarks:
1. Basis of presentation of results for companies having
reorganized under a scheme of arrangement within the two periods
presented is by merger accounting.
2. SEGMENT INFORMATION
Turnover
For the six months ended
30 September
2002 2001
(Unaudited) (Unaudited)
HK$'000 HK$'000
By principal activity :
Food and Beverage 13,198 8,248
UK Brewery Production - 14,420
-discontinuing operation
Logistics 4,176 1,964
Others 2,193 8,762
---------- -----------
19,567 33,394
---------- -----------
3. LOSS PER SHARE
The calculation of basic loss per share is based on the
net loss for the period of HK$4,907,000 (2001: HK$64,060,000 )
and the weighted average of 2,384,657,000 shares (2001:
1,825,150,000 ) ordinary shares in issue during the period.
No diluted loss per share has been presented for both
periods as the exercise of the warrants (2001: share options)
would result in a decrease in loss per share.
EVEREST INTERNATIONAL: Operations Loss Widens to HK$11.4M
---------------------------------------------------------
Everest International Investments Limited announced on
17/December/2002:
(stock code: 00204 )
Year end date: 31/3/2003
Currency: HKD
Auditors' Report: N/A
Review of Interim Report by: Both Audit Committee and Auditors
(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 : 370 558
Profit/(Loss) from Operations : (11,350) (2,586)
Finance cost : (1) (16)
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 : (11,351) (2,602)
% Change over Last Period : N/A %
EPS/(LPS)-Basic (in dollars) : (0.046) (0.0114)
-Diluted (in dollars) : N/A N/A
Extraordinary (ETD) Gain/(Loss) : N/A N/A
Profit/(Loss) after ETD Items : (11,351) (2,602)
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:
Basis of calculation for loss per share
The calculation of the loss per share is based on the loss for
the six months ended 30th September, 2002 of approximately
HK$11,351,000 (six months ended 30th September, 2001: loss of
approximately HK$2,602,000) and 246,568,000 (six months ended
30th September, 2001: the weighted average number of
228,425,923) shares in issue during the period.
GREENPAK (SHANGHAI): Winding Up Sought by Wong Chung
----------------------------------------------------
Wong Chung Shek Robert is seeking the winding up of Greenpak
(Shanghai) Products Limited. The petition was filed on October
31, 2002, and will be heard before the High Court of Hong Kong
on January 15, 2003 at 9:30 a.m.
Messrs. Winston Chu & Co. represents Wong Chung of Flat B3, 11th
Floor, 26 Homantin Hill Road, Kowloon, Hong Kong.
HANSOM EASTERN: Loss Narrows, Helped by Stronger Property Ops
-------------------------------------------------------------
Hansom Eastern (Holdings) Limited posted its interim financial
report for the year end date: 31/March/2003, which is reviewed
by Audit and Auditors, as announced on 17 December 2002:
(stock code: 00279 )
Currency: HKD
Auditors' Report: N/A
Review of Interim Report by: Both Audit Committee and Auditors
(Unaudited )
(Unaudited ) Last
Current Corresponding
Period Period
from 01/04/2002 from 01/04/2001
to 30/09/2002 to 30/09/2001
Note ('000) ('000)
Turnover : 11,591 162,307
Profit/(Loss) from Operations : (1,949) (15,023)
Finance cost : (393) (2,013)
Share of Profit/(Loss) of
Associates : N/A N/A
Share of Profit/(Loss) of
Jointly Controlled Entities : N/A N/A
Profit/(Loss) after Tax & MI : (631) (15,034)
% Change over Last Period : N/A %
EPS/(LPS)-Basic (in dollars) : (0.0002) (0.0122)
-Diluted (in dollars) : N/A N/A
Extraordinary (ETD) Gain/(Loss) : N/A N/A
Profit/(Loss) after ETD Items : (631) (15,034)
Interim Dividend : NIL NIL
per Share
(Specify if with other : N/A N/A
options)
B/C Dates for
Interim Dividend : N/A
Payable Date : N/A
B/C Dates for (-)
General Meeting : N/A
Other Distribution for : N/A
Current Period
B/C Dates for Other
Distribution : N/A
Remarks:
1. Analysis of turnover
For the six months
ended 30th September,
2002 2001
HK$'000 HK$'000
Continuing operations 11,591 32,986
Discontinued operations - 129,321
------- --------
11,591 162,307
======= ========
2. Analysis of loss from operations
For the six months
ended 30th September,
2002 2001
HK$'000 HK$'000
Continuing operations 5,722 4,127
Discontinued operations - (11,331)
Unallocated corporate expenses (7,671) (8,166)
Unallocated other operating income - 347
-------- --------
(1,949) (15,023)
======== =========
3. Loss per share
The calculation of the basic loss per share for the period is
based on the net loss for the period of HK$631,000 (six months
ended 30th September, 2001: HK$15,034,000) and on the number of
3,116,124,045 (six months ended 30th September, 2001: weighted
average number of 1,229,383,779) ordinary shares in issue.
No diluted loss per share is presented for the six months ended
30th September, 2001 as the exercise and conversion of the share
options and warrants would result in a decrease in the loss per
share for that period.
4. Loss before taxation has been arrived at after crediting
(charging) :
For the six months
ended 30th September,
2002 2001
HK$'000 HK$'000
Investment income 1,711 402
Loss on assignment of loan
to a subsidiary - (4,711)
====== ========
5. Certain comparative figures have been reclassified to conform
with the current period's presentation.
HUA GUI: Winding Up Petition Pending
------------------------------------
Hua Gui Company Limited is facing a winding up petition, which
is slated to be heard before the High Court of Hong Kong on
January 29, 2003 at 9:30 in the morning.
The petition was filed on November 12, 2002 by Bank of China
(Hong Kong) Limited (the successor corporation to Kincheng
Banking Corporation, Hong Kong Branch pursuant to Bank of China
(Hong Kong) Limited (Merger) Ordinance (Cap. 1167) of 14th
Floor, Bank of China Tower, 1 Garden Road, Central, Hong Kong.
HYCOMM WIRELESS: New Shares' Placing Under General Mandate
----------------------------------------------------------
On 18 December 2002, Hycomm Wireless Limited has conditionally
agreed to place, through its placing agent, Mayfair, 200,000,000
Placing Shares to Zhao Dongyu, Lau Yeuk Lam and Tsai Chuen Tak
John who are independent of each other and not connected with
the directors, chief executive or substantial shareholder of the
Company, and any of their subsidiaries or any of their
respective associates and independent from Topsino Limited and
Top Gateway Limited, at a price of HK$0.13 per Placing Share.
The Placing is fully underwritten by Mayfair.
The Placing Shares represent approximately 8.87% of the existing
issued share capital of the Company of 2,254,139,015 Shares and
approximately 8.15% of the Company's issued share capital as
enlarged by the issue of the Placing Shares.
The net proceeds from the Placing of approximately HK$25 million
will be used (i) for payment of consideration in cash in the
amount of HK$24,000,000 by the Company pursuant to an Agreement
dated 16 November 2002 entered into by, inter alia, the Company
as purchaser and Topsino Limited and Top Gateway Limited as
vendors; and (ii) additional working capital of the Company.
The Placing is conditional upon, inter alia, the Stock Exchange
granting listing of, and permission to deal in, the Placing
Shares.
INNOVATIVE INT'L: Restructuring Agreements Completion Set Today
---------------------------------------------------------------
Reference is made to the Circular made by Innovative
International (Holdings) Limited and the Investor dated
November 16, 2002, as well as the joint announcements made by
the Company and the Investors dated August 9, August 30,
October 9, October 30, November 16, 20 December 3 and December
9.
Additional time is needed for the parties to the Restructuring
Agreements to arrange for the various documents required to
effect the transactions contemplated in the Restructuring
Agreements, including, inter-alia, Deeds of Releases and Deed
of Confirmation required to be executed pursuant to the terms
of the Restructuring Agreements, and the issuance of shares
certificate to the Investors (or its Nominee).
Completion for the Restructuring Agreements, which was
originally scheduled on Wednesday, December 18, 2002 will be
postponed today, December 20, 2002. Further announcements in
relation to the Completion and resumption of trading of Shares
will be made by the Company as necessary.
LAI SUN: Asia Television Sale Approved
--------------------------------------
Lai Sun Development said that its creditors approved the
Company's proposal on selling its broadcasting arm Asia
Television and deferral of the property company's repayment
obligations to March 31, 2003, DebtTraders reports.
"We believe the move will allow more time for Lai Sun to come
with a more acceptable debt plan. The bids of the two Lai Sun
Bonds went up by 5 points," DebtTraders Analysts said.
Lai Sun International's 4.000% Convertible bond due in 2002
(LAIS02HKS1) are trading at 25 and 38. Please check
http://www.debttraders.com/price.cfm?dt_sec_ticker=LAIS02HKS1
for real-time bond pricing.
NAM FONG: Petition to Wind Up Pending
-------------------------------------
The petition to wind up Nam Fong International Holdings Limited
is set for hearing before the High Court of Hong Kong on January
8, 2003 at 9:30 in the morning.
The petition was filed with the court on October 28, 2002 by
Nanyang Commercial Bank, Limited whose registered office is
situated at 151 Des Voeux Road Central, Hong Kong.
=================
I N D O N E S I A
=================
SINAR MAS: IBRA Signs APP Restructuring Settlement Agreement
------------------------------------------------------------
The Indonesian Bank Restructuring Agency (IBRA) and other
creditors have signed the Debt Restructuring Settlement
Agreement of Asia Pulp & Paper - Sinar Mas Group in Indonesia
which include PT Indah Kiat Pulp & Paper Tbk; PT Pabrik Kertas
Tjiwi Kimia Tbk PT Pindo Deli Pulp & Paper Milss and PT Lontar
Papyrus Pulp & Paper Industry.
The signing of the Settlement Agreement (SA) have been supported
by Nippon Export and Investment Insurance as NEXI, Export Credit
Agency (ECA) from Europe (Austria, Denmark, Finland, Italy,
Germany, Canada, France, Spain and Sweden) and to be followed by
Japanese Trading Company (Nissho Iwai and Mitsubishi) by issuing
a Supporting Letter.
The Settlement Agreement (SA) consists of the followings:
* Agreement on the debt and corporate restructuring
principles.
* Establishment of legal documentation covering the approvals
from debtors and creditors on escrow agreement stating that
debtor is oblige to pay an amount of US$360 million to the
escrow account on yearly basis starting of 2003 up to 2005,
after which the amount increases to US$ 420 million per annum
for the years 2006 to 2007 and will increases again to US$ 480
million per annum for the year 2008 to 2012. The funds paid to
the escrow account derives from the contribution of four debtors
as the operating company of APP in Indonesia.
The 10 years APP Group debt restructuring scheme includes the
followings:
* Tranche A (Sustainable Debt) of US$1.2 billion;
* Tranche B (Refinanceable Debt) of US$ 3 billion;
* Tranche C (Unsustainable Debt) about US$2.4 billion.
Tranche A:
Sustainable debt portion of US$1.2 billion to be paid in
installment for a period of 10 years. The approved annual
interest rates are as follows:
* Years 2003-2005: SIBOR + 1% per annum (maximum 6% per annum)
* Years 2006-2007: SIBOR + 2% per annum (no maximum limit)
* Years 2008-2012: SIBOR + 3% per annum (no maximum limit).
Tranche B:
Refinanceable debt portion of US$ 3 billion to be refinanced at
the latest on the 10th year by other financial institution.
Within the said 10 years period the interest rate charged is
equal to the interest rate charged under Tranche A.
Tranche C
The remaining portion of Tranche A and B which have transformed
to Tranche C become the unsustainable debt portion of US$2.4
billion in form of convertible bonds with a maturity period of
10 years. For any remaining bonds that are not paid up at the
end of the period will be converted to capital. The approved
coupon rates are:
* Years 2003-2005: 1% per annum
* Years 2006-1012: 2% per annum
Back end Yield 10%.
Meanwhile the company restructuring is aimed at improving
business efficiency and operations as well as transparency. The
restructuring includes:
* Overall review on management;
* Cashflow supervision and management;
* APP trade transactions (including marketing and purchase);
and
* Improvement in efficiency and productivity.
Following the signing of Settlement Agreement (SA), as of 1
January 2003 calculation will be conducted on the principal and
interest for the creditors who have signed the agreement before
31 March 2003.
The signing of the Debt Restructuring Agreement (PRH) or
Definitive Restructuring Agreement (DRA) of APP is expected to
be completed at the latest on 31 March 2003.
=========
J A P A N
=========
DAIWA DEVELOPMENT: Golf Course Applies for Rehabilitation
---------------------------------------------------------
Daiwa Development Tourism Co., Ltd., which has total liabilities
of 15.6 billion yen, recently applied for civil rehabilitation
proceedings, according to Tokyo Shoko Research. The golf course
has 100 employees and is located at Kouchinagano-si, Osaka,
Japan.
MARUBENI CORPORATION: Appoints New President, CEO
-------------------------------------------------
At a meeting of the Board of Directors held on December 18,
2002, Marubeni Corporation resolved an appointment of a new
President and CEO as of April 1, 2003.
Name Current New as of
(April 1, 2003)
TSUJI, Tohru President and CEO, Director Chairman, Executive
Director
KATSUMATA, Nobuo Senior Vice Pres., Director President and CEO,
Director
To date, the Company believes it could achieve the financial
targets set in the on-going modified management plan '@ction 21
"A" PLAN', which ends this fiscal year. Then, under the new
CEO's leadership, the Company and its group companies are aiming
to take a great leap forward with the implementation of the new
mid-term management plan starting fiscal year 2003.
Marubeni Corporation www.marubeni.co.jp was established in 1858,
and is a core Company of Marubeni Group, one of Japan's leading
general trading houses. Operations encompass domestic import,
export and offshore trade. Activities range from the development
of natural resources to the retailed marketing of finished
products. For the past several years, Marubeni Group has been
establishing and enhancing its worldwide information and
communication business. Marubeni Group continues to create
comprehensive IT services through investment.
Trading house Marubeni Corporation returned to a net profit of
17.8 billion yen in the first half of this year to September,
due to cost cutting measures and removal of loss-making units
from its books.
Marubeni suffered a net loss of 107 billion yen in the same
period of 2001.
In September, PT Barito Pacific Timber filed petition in the
Central Jakarta District Court against Marubeni Corporation and
creditors after creditors failed to recognize Barito's stake in
PT Tanjung Enim Lestari declined to 40 percent after it wasn't
able to inject additional capital, thus failing to approve the
dilution of Barito's stake in pulp production subsidiary
Tanjung, the Troubled Company Reporter-Asia Pacific reports.
Contact:
Marubeni Corporation
Hiroshi Nishizaki
Nishizaki-H@marubeni.co.jp
03-3282-4803
MAZDA MOTOR: Establishes Management Advisory Committee
------------------------------------------------------
Mazda Motor Corporation has appointed four advisors to its newly
established Management Advisory Committee. This is in line with
the automaker's May 15 announcement that an advisory committee
would be established within the year as one of several
initiatives designed to enhance corporate governance.
The committee will be comprised of the four management advisors
below and all members of the board of directors. By receiving
objective advice from notable figures with experience and
expertise outside the automotive industry and reflecting this
advice in management thinking, Mazda aims to enhance
transparency in management.
Management Advisors
Ms. Yoko Ishikura
Professor, Graduate School of International Corporate Strategy,
Hitotsubashi University.
Mr. Toshiaki Kakimoto
Chairman, Japan Research Institute.
Ms. Akiko Fukai
Professor and Department Chair, Department of Art Management,
School of Cultural Studies, Shizuoka University of Art and
Culture.
Mr. Yoichi Morishita
Chairman, Matsushita Electric Industrial Co., Ltd.
Meeting Schedule
In principle, meetings of the Management Advisory Committee will
be held quarterly.
Mazda Motor Corporation www.mazda.com/flash.html was established
in 1920 and is one of Japan's leading automobile manufacturers.
With its headquarters in Hiroshima, Mazda has two plants in
Japan and manufacturing and assembly operations in sixteen other
countries. Mazda cars and trucks are sold in more than one
hundred and thirty countries. Ford Motor and Mazda agreed to
collaborate in 1979, Ford Motor Company started investing in
Mazda and increased its shareholding to 33.39 percent as of
March 31, 1999.
According to Wright Investor's Service, at the end of 2002,
Mazda Motor had negative working capital, as current liabilities
were 920.05 billion yen while total current assets were only
725.14 billion yen.
Contact:
Mazda Motor Corporation
Mr K. Yoshitake
yoshitake.k@tky.mazda.co.jp
03-3508-5022
MITSUBISHI MOTOR: JCR Affirms BBB- Rating
-----------------------------------------
Japan Credit Rating Agency (JCR) has affirmed the BBB- and J-2
ratings of Mitsubishi Motors Corporation on the following bonds,
euro medium term note program and CP program, respectively.
Issue Amount (bn) Issue Date Due Date Coupon
convertible bonds no.1 Y100/Feb. 13, 1996/Mar. 31, 2003/0.40 %
CP Maximum: Y250 billion Backup Line: 0 percent
Issuer:
Mitsubishi Motors Corporation
Mitsubishi Motors Credit of America, Inc.
MMC International Finance (Netherlands) B.V.
Program: Euro Medium Term Note Program
Maximum: equivalent of US$4 billion
Maturities: from 1 month to 30 years
RATIONALE:
Mitsubishi Motors Corporation (MMC) plans to turn the domestic
passenger car business into the black while maintaining the
current earnings level for North American business under the
turnaround-restructuring plan. JCR has been pointing out that it
is highly probable that the turning of the domestic car
operation into the black would be delayed, considering it is
difficult to bring back customers who left MMC due to the recall
scandal in such a short period of time. The cost reductions such
as cutback in jobs and reduction in materials cost have been
going well as scheduled. However, it is estimated that MMC would
fall behind around 2 years in turning of the domestic passenger
car business (excluding exports) into the black for fiscal 2003.
Introduction of new cars into the domestic market will be made
on a full scale in and after fiscal 2005, accordingly. During
this time, MMC needs to reduce the burden of loss via
rehabilitation of marketing system and additional models in an
urgent manner.
The MMC's profit has been on the rise. The increase in the
earnings depends largely on the better-than-expected performance
in the North American market, however. MMC has been increasing
the sales in North America since 1999, increasing the brand
image through its strategy of sales targeting young people.
Impact of drop in demand in North America will have
significantly adverse impact on the overall earnings of the
Company. It has well achieved the target of more than zero
pretax profit before extraordinary items for fiscal 2001.
Concerning the target of 4.5 percent for the operating profit
margin for fiscal 2003, JCR believes that it will be difficult
for MMC to obtain the numerical target, given the fact that the
unit sales were far below the originally assumed.
MMC plans to spin off the truck & bus operations in January
2003. The operations have been in the black with the cost
reductions made ahead of passenger car business. Synergy created
in collaboration with DaimlerChrysler for procurement,
development and utilization of marketing network as well as
response to the worldwide exhaust emission control centering on
Europe is large. The MMC's interest- bearing debt amounting to
210 billion yen would be erased by the spin-off. Combined with
the sell-off of the shares of new Company, the reduction in the
interest-bearing debt will total more than 300 billion yen. The
expected cash-in of 120 billion yen through the sell-off of the
stock, in particular, is expected to strongly underpin MMC.
MMC has now put brakes on deterioration in the financial
structure. The financial structure is expected to improve
gradually along with recovery of the earnings power. The
recording of one-time charges for fixed expenses in relation to
business in Europe and others in advance will shore up the
financials as well. On the other hand, domestic passenger car
business will be forced to take difficult courses to reduce the
loss till the introduction of new cars into the market. JCR will
pay attention to the future developments as to the going of
stabilization of the earnings of this business.
NIPPON TELEGRAPH: Union Decides Not to Demand Pay-Scale Rise
------------------------------------------------------------
The labor union of Nippon Telegraph and Telephone Corp (NTT) has
decided not to demand a rise in the pay scale for the third
consecutive year in next spring's labor-management wage talks,
stressing that job security should be given priority, Kyodo News
said on Thursday. The 187,000 union members made the decision
at the central committee meeting.
NISSHO IWAI: Titanium Assets Sale Plan Shelved
-----------------------------------------------
Nissho Iwai Corp. has shelved plans to sell its Australian
titanium minerals unit after it failed to attract a suitable
bid, the West Australian newspaper said, citing J.P. Morgan
Chase & Co., which was advising Japan's sixth-largest trading
Company on the sale.
Tokyo-based Nissho Iwai said in August it was seeking nonbonding
bids for its Cable Sands/RZM Group by the end of next month and
expected to complete the sale by the end of December.
``The formal bids closed, none of them were on terms Nissho Iwai
were happy with and so basically they are just going to continue
on,'' the newspaper quoted Rob Sennitt, a Morgan director, as
saying.
Sons of Gwalia Ltd., Nissho's partner in the Wemen project, has
said it's interested in buying Nissho's assets located in
Australia's Murray Basin region, but not Cable Sands.
``From our perspective, we are still talking and waiting to see
what happens next,'' the report quoted Sons of Gwalia Chairman
Peter Lalor as saying. (M&A REPORTER-ASIA PACIFIC, Vol. No.1,
Issue No. 251, December 19, 2002)
Last year, Nissho Iwai suffered from a very weak financial
profile, characterized by high debt-usage and very weak
financial flexibility caused by its heavy reliance on short-term
bank borrowings, the Troubled Company Reporter-Asia Pacific
reports.
The firm has total debts of 2.4 trillion yen at the end of
September 2001.
SEIBU DEPARTMENT: Seeks Y200B Aid From Creditors
------------------------------------------------
Ailing Seibu Department Stores Ltd. is seeking help from six
major creditor banks and major shareholder Credit Saison Co. to
provide a total of about 200 billion yen in financial aid, the
Nihon Keizai Shimbun and Kyodo News reported Thursday.
Seibu will ask main creditor Mizuho Corporate Bank to forgive
some 100 billion yen in loans.
The retailer will also ask five other creditors including the
Bank of Tokyo-Mitsubishi and Asahi Bank and Credit Saison to
forgive as much as 10 billion yen in loans.
SOGO CO.: Receiving Y100B Cash Injection
----------------------------------------
Seibu Department Stores Ltd. and failed department store
operator Sogo Co. will receive 100 billion yen ($823 million) in
financial assistance from Mizuho Corporate Bank Ltd., a unit of
Mizuho Holdings Inc., as part of a merger, the Mainichi
newspaper reported.
The amount includes waived debt, according to the report, which
didn't say who provided the information. Osaka-based Sogo filed
for protection from creditors in July 2000 with liabilities of
1.87 trillion yen, one of the biggest failures in Japanese
history. (M&A REPORTER-ASIA PACIFIC, Vol. No.1, Issue No. 251,
December 19, 2002)
=========
K O R E A
=========
CHOHUNG BANK: PFOC Asks Morgan to Reevaluate Price
--------------------------------------------------
The Public Fund Oversight Committee (PFOC) has asked Morgan
Stanley, the sales agency, to reevaluate the appropriate price
of Cho Hung Bank shares, Digital Chosun said on Wednesday.
The government-held stake in the bank is currently up for
bidding.
The committee said in its earlier share price estimation, Morgan
Stanley determined the bank's shares to be worth W4,000 to
W6,400, but some members on the PFOC claimed the estimated price
was too low.
The report said Morgan Stanley is expected to submit the
reassessed prices for Cho Hung shares on December 23, 2002.
HYNIX SEMICON: Shares Up on Hopes New President Will Help Firm
--------------------------------------------------------------
Shares of Hynix Semiconductor Inc. increased 7 percent or 25 won
to 380 won on Wednesday on hopes that the new South Korean
President will take measures to help revive the ailing chip
maker by supporting Hynix's minority shareholders, Dow Jones
reports.
South Koreans will vote for a new President on December 19.
Chang-won Chung said given that creditor banks are already
reviewing a 21:1 capital write-down for both minority and major
shareholders, changing the write-down structure would be
difficult.
Creditors are reviewing a proposal by the Korea Exchange Bank,
based on recommendations by Deutsche Bank AG (DB), which include
a 1.9 trillion won debt-for-equity swap as well as the 21:1
capital write-down.
HYUNDAI ENGINEERING: Issues W468.5B in Bonds
--------------------------------------------
Hyundai Engineering and Construction Co. Ltd. will issue 468.5
billion won ($390.4 million) in bonds divided into 10 tranches
on December 27, Reuters said on Wednesday.
The bonds will mature between December 27, 2003 and December 31,
2004, the Company said in a public notice to the Korea Stock
Exchange.
Korea Management Consulting & Credit Rating Corp and National
Information & Credit Evaluation Inc rate the bonds BBB-.
Hyundai Securities is a lead manager for the deal.
Analysts said Hyundai Engineering & Construction Co. is expected
to return to profit after three years of losses caused by debt
costs and the failure of customers to pay for jobs in Iraq and
elsewhere, the Troubled Company Reporter-Asia Pacific reports.
The names of the analysts were not mentioned in the report.
Debtraders reports that Hyundai Engineering & Construction's
0.125% convertible bond due in 2004 (HYUNENC) trades between 70
and 80. For real-time bond pricing, go to
http://www.debttraders.com/price.cfm?dt_sec_ticker=HYNE04KRN1
KOREA THRUNET: Completes First Step of Restructuring
----------------------------------------------------
With the sale of the following assets and businesses, Korea
Thrunet has successfully completed the first stage of its
previously announced restructuring plan.
* The Company's head quarter building in Seoul was sold to
Carlyle Asia Real Estate LLC for KRW 38 billion, on August 16,
2002.
These assets sales raised KRW 429.9 billion in total and enabled
the Company to repay all outstanding debt falling due in 2002.
By lowering its debt levels the Company has restored stability
to its financial structure and the sale of non-core business
will allow Thrunet to focus its operating structure on its core
broadband Internet business going forward.
The Company believes that it will be able to generate better
return on investment by focusing on its core broadband Internet
business, due to the higher growth potential and opportunities
in this market. In order to expand this business, the Company
intends to use a portion of the proceeds from the asset sales to
strengthen its sales, marketing and promotional efforts,
including more exposure in mass media to increase brand
awareness and to acquire new subscribers. The Company also plans
to use a portion of the proceeds in customer retention programs
to show that it is not only acquiring new subscribers but also
satisfying the existing subscribers by providing quality
service. With its improved financial and operational condition,
the Company is still seeking a potential foreign investor.
Following completion of its first stage of restructuring, the
Company implemented a corporate reorganization at the end of
October 2002, aimed at enhancing operational efficiency and
preparing the Company for the next phase of development as a
pure provider of broadband Internet access services. Thrunet
reorganized its organizational structure to concentrate the
Company's human resources on broadband Internet business
following the transfer of its enterprise network business to
SKG.
Continuation of Nasdaq Listing
Korea Thrunet received a Nasdaq Staff Determination on November
6 indicating that the Company had not regained compliance with
the minimum price bid requirement for continued listing and
that, as a result, the Company's shares faced potential
delisting from The Nasdaq National Market. The Company has
requested a hearing before a Nasdaq Listing Qualifications Panel
to review the Staff Determination. While Thrunet is making every
effort to maintain its listing, there can be no assurance that
the Panel will grant the Company's request for continued
listing.
According to Wright Investor's Service, at the end of 2001,
Korea Thrunet Co Ltd had negative working capital, as current
liabilities were 673.81 billion Korean Won while total current
assets were only 258.87 billion Korean Won.
KOREA THRUNET: Launches On-TV Service
-------------------------------------
Korea Thrunet Co., Ltd., a major provider of broadband Internet-
access services in Korea, announced that the Company would
launch a new service, On-TV, that will allow the Company's
broadband Internet subscribers to view a variety of high-density
multimedia content from the Internet on their TV screens rather
than PC monitors. On-TV, which will commence in February 2003,
is the first step in Thrunets plan to become a leader in the
Korean home entertainment service market, and will further
diversify the Company's revenue streams and solidify its
position as a major broadband Internet access player.
On-TV enables users to easily view and enjoy the high quality
content available on the Internet through their TV monitor by
using either wire or wireless devices to connect between the PC
and TV. The Company has conducted extensive market analysis
through customer needs and opinion surveys, and believes its On-
TV service has several major advantages that will make it highly
attractive to subscribers. The most significant advantage is
that the service will be delivered over the Hybrid Fiber Coaxial
(HFC) network, whose large capacity is ideally suited to the
provision of multi-media content. The second advantage is that
over 70 percent of the Company's Internet access subscribers are
premium subscribers who are able to access the Internet at an
average speed of 5Mbps per subscriber and are therefore able to
use the On-TV service without additional capital expenditure.
The third major advantage is that the Company can provide a wide
variety of content to its customers in cooperation with its
subsidiary, Korea.com, a major portal site in Korea.
Thrunet is currently strengthening its marketing activities
through TV, radio and newspaper advertisements to ensure the
successful launch of this service. The Company will also
continue to focus its core competencies on home entertainment
services going forward in order to further expand its business
and diversify revenue streams. Thrunet believes that the planned
rollout of additional services in the future will position
Thrunet as a leader in the Korean home entertainment market.
Joseph Yoon, Ph.D, Executive Vice President of the Company, who
is in charge of marketing, stated, The Company has talked a lot
about a cost-effective way of delivering Video-On-Demand (VOD)
service for many years. With its On-TV service which will be
delivered over the HFC network, coupled with the large existing
base of premium subscribers and the high quality multi-media
content available through the Korea.com portal, Thrunet will
allow users to realize Fun Internet life, the motto of the
Company. Yoon also emphasized, Even though this new service is
expected to contribute up to KRW 7 billion in additional revenue
next year, the ability to deliver this revenue will also depend
on other actions needed to be taken for Thrunet to successfully
grow in the highly competitive and saturated market.
As announced earlier, Thrunet posted an operating profit of KRW
10 billion in the first half of 2002, but posted an operating
loss of KRW 3.7 billion in 3Q02. This was mainly due to the
Company focusing on encouraging the existing subscribers to
enter into long-term contracts in order to control the churn
rate and this effort will be continued until the end of this
year, since The Company firmly believe that a stable
subscription base is the key factor for the success of ON-TV
service. Notwithstanding this, Thrunet is making every effort to
post the first full year operating profit for 2002 since its
incorporation, although this remains to be seen. The other
important factor for Thrunets effective growth next year is
reform of its cost structure. The Company has recently set up a
new, direct promotion channel through which Thrunet can add new
subscribers demanding the ON-TV service without paying any
dealer commission.
Regarding the operational target for fiscal 2003, Yoon
commented, the Company is still in the preliminary stage of
finalizing their target for next year. The Company is currently
targeting revenues for fiscal 2003 of approximately KRW 470
billion, based on an assumption of achieving 1.55 million
subscribers. This target is lower than our 2002 revenue amount.
While The Company believe that the new services will contribute
positively to revenues, there will be an overall decline in
revenues due to the sale of the leased line assets in 3Q02 as a
result of our strategic decision to withdraw from the leased
line business. The Company also targets that Earnings Before
Interest, Taxes, Depreciation and Amortization, or EBITDA, will
be approximately KRW 148 billion for Fiscal 2003, along with an
operating profit of approximately KRW 23 billion, if our current
efforts in encouraging existing subscribers to enter into long-
term contracts and improving the cost structure are achieved at
forecast levels. As these operational figures are preliminary
estimates, they may change and The Company plan to provide the
finalized estimates of the key figures early next year as usual.
Because our ability to achieve such targets also depends on
general economic, market and business conditions, among other
factors, there can be no assurance that such targets will
actually be achieved.
Joseph Yoon added, Although our business plan may be affected by
changes in domestic economic conditions next year and tightening
competition in the broadband Internet services market, the
Company is introducing new services, such as ON-TV, to enhance
its position in broadband Internet services market and The
Company will make every effort to achieve its goals.
Founded in July 1996, Korea Thrunet Co., Ltd. is a major
provider of broadband Internet access services in Korea. The
first to offer broadband Internet services in Korea, with
1,301,058 paying end-users at the end of November 2002. Thrunet
service features always-on Internet access at speeds up to 100
times faster than traditional dial-up Internet access.
Corporate Headquarters:
Korea Thrunets principal offices are located at
1337-20, Seocho-2 dong,
Seocho-ku, Seoul, Korea 137-751.
Phone: 822-3488-8826
Fax: 822-3488-8511
http://www.thrunet.com
CONTACT IN KOREA
CONTACT IN U.S.
Korea Thrunet Co., Ltd.
The Global Consulting Group
KD Park
Mark Jones
Investor Relations
Investor Relations
kdparkcorp.thrunet.com
mark.p.jonestfn.com
822-3488-8826
===============
M A L A Y S I A
===============
AKTIF LIFESTYLE: Discloses Defaulted Payment Details
----------------------------------------------------
In accordance with PN1/2001, Aktif Lifestyle Corporation Berhad
wishes to announce:
The details of Default by Aktif and its Subsidiary are as
follows:
(1) Aktif Lifestyle Stores Sdn Bhd (ALS), a wholly-owned
subsidiary of Aktif, had a RM20 million loan extended to it by
ING Insurance Berhad (Lender). This loan, which expired on 16
November 2002, was secured by way of two bank guarantees of
RM10 million each from OCBC Bank (Malaysia) Berhad (OCBC) and
RHB Bank Berhad (RHB), respectively. These bank guarantees
carry the corporate guarantees of Aktif.
(2) Upon expiry of the loan, OCBC and RHB settled this sum with
the Lender under the bank guarantees.
(3) Subsequently, OCBC has demanded full repayment of the RM10
million paid to the Lender. Simultaneously OCBC has also called
on the corporate guarantee of Aktif.
(4) RHB also has demanded full repayment of RM10 million paid
under their bank guarantee.
Reason for Default
The Company is unable to meet these repayments as its
operations have not been able to generate sufficient funds for
this purpose.
Measures Taken to Address the Default
The Company is in the process of negotiation with its bankers
to restructure the facilities. At the same time, the Company is
working on a proposed scheme to regularize its financial
position as required pursuant to paragraph 5.1 of KLSE's
Practice Note No.4, by the extended deadline of 7 February
2003.
BRIDGECON HOLDINGS: Faces Writ of Summons Filed by CASB
-------------------------------------------------------
Bridgecon Holdings Berhad (Special Administrators Appointed)
announced that the Company had been served with a writ of
summons by City Associates Sdn Bhd (CASB) via its solicitors on
12 December 2002.
Pursuant to the Suit, CASB is claiming the sum of
RM1,310,401.35 together with special damages of RM8.0 million
against the Company.
CASB had in September 2001 submitted a tender to participate in
the Company's proposed corporate and debt restructuring scheme
(the Scheme). CASB and BHB had on 11 October 2001 entered into
a Restructuring Agreement to formalize CASB's participation in
the Scheme as part of the exercise to regularize the financial
condition of the Company pursuant to Practice Note No. 4/2001.
Pursuant to the Restructuring Agreement, CASB had remitted a
total sum of RM1.0 million and RM0.5 million as Security
Deposit and Advance Deposit respectively on 11 October 2001.
The Company had on 10 April 2002 through its solicitors served
a notice to CASB to terminate the Restructuring Agreement and
accordingly, the Security Deposit was forfeited due to non-
compliance of the provision of the Restructuring Agreement on
the part of CASB.
Messrs. Albar & Partners has been appointed by BHB as its
solicitors to act on the Suit for and on behalf of the Company.
The hearing date has yet to be fixed and the solicitors are
currently preparing the Memorandum of Appearance and Statement
of Defense to strike out the Suit.
The Suit is not expected to have any material financial and
operational impact on the Company.
DATAPREP HOLDINGS: Converted Shares Granted Listing
---------------------------------------------------
Dataprep Holdings Berhad advised that the Company's additional
596,000 new ordinary shares of RM1.00 each arising from the
Conversion of RM894,000 nominal amount of 4% 3-year
Irredeemable Convertible Unsecured Loan Stocks 2002/2005
(ICULS-3) into 596,000 new DPREP ordinary shares will be
granted listing and quotation with effect from 9:00 a.m.,
Monday, 23 December 2002.
COMPANY PROFILE
The Group engages in system integration services, maintenance
services, software services and consultancy and is an
application and content provider. The Group rents and maintains
data processing equipment and software, markets computer
systems and peripherals, personal computers and computer
software, and carries out research and development of computer
software.
Among the Group's key projects is the development of the
electronic community for Kulim High Tech Park. In 1997 the
Group signed a franchisee agreement with Telekom to market its
Corporate Information Superhighway Malaysia Bhd network
services.
The Company had, on 13 January 2000, entered into a MOU with
VXL Holdings Sdn Bhd on a proposed subscription of 40m new
shares and 15,151,515 warrants in Dataprep for RM53.03m cash by
VXL.
The proposed subscription is an integral part of Dataprep's
proposed restructuring scheme involving a capital reduction and
consolidation, debt restructuring, subscription of shares with
warrants, offer for sale of shares to Bumiputera parties by
VXL, and offer for sale of warrants to existing shareholders of
Dataprep by VXL.
A debt settlement agreement (DSA) was subsequently entered with
all creditor banks on 5 December 2000 and the SC approved the
proposed restructuring scheme on 7 June 2001.
The conditions precedent for the debt restructuring as set out
in the DSA have been complied with or fulfilled and the DSA
became unconditional on 28 June 2002.
CONTACT INFORMATION: 11th Floor, Menara Luxor
6B Persiaran Tropicana
Tropicana Golf and Country Resort
47410 Petaling Jaya
Selangor
Tel : 03-7882 2222
Fax 03-7880 8033
HIAP AIK: No Material Change in Defaulted Payment
-------------------------------------------------
Further to the announcement made on 20 November 2002 pertaining
to the default in payment in relation to Practice Note No.
1/2001, Hiap Aik Construction Berhad (Special Administrator
Appointed) wish to announce that there is no change to the
status in respect of the default in payment to the registered
holders of 8% Irredeemable Convertible Unsecured Loan Stocks
2001/2006.
COMPANY PROFILE
Construction company Hiap Aik Construction Bhd (HACB) has been
operating from Malacca since incorporation. Prior to its
incorporation, the founder of HACB, Yap Seng Hock, started the
business under a partnership in the early 1960s. During the
early years of the Company, it was involved in construction
works for plantation companies, Dunlop Estates Bhd and Kumpulan
Guthrie Bhd. As the Company expanded over the years, it
diversified into construction for the government and private
sectors. Today, HACB is a registered "Class A" contractor and
currently, the Group's job order book and work-in- progress
total approx. RM351m.
The Company also has its own timber molding operations.
Production capacity of these operations is 50 tons of timber
per month for the manufacture of plywood flush doors, window
frames and other timber-related products. All the timber
molding products manufactured are used solely for the Company's
construction activities.
In line with diversification plans in 1993 and 1994, HACB
ventured into the manufacturing of cement sand bricks and
precast blocks as well as trading and distribution of building
materials.
In 1995, HACB ventured into property development in Sungai Besi
and Malacca. This was followed by the Company's diversification
into oil palm plantations in 1999.
CONTACT INFORMATION: 327-A, Taman Melaka Raya
75000 Melaka
Tel : 06-2848398;
Fax : 06-2838086
LAND & GENERAL: Dormant Subsidiary Struck
-----------------------------------------
Land & General Berhad (L&G) wish to inform that Metropolitan
Asia Limited (Metropolitan), a wholly-owned subsidiary of L&G,
has been struck off in accordance with the International
Business Companies Ordinance 1984 of the British Virgin
Islands. Hence, Metropolitan ceases to be a subsidiary of L&G.
Metropolitan has been dormant with a paid-up share capital of
US$1 only.
COMPANY PROFILE
Originally a sawmiller, trader in sawn timber and also a
manufacturer and trader in timber moldings, the L & G Group
subsequently expanded its activities to include real estate
development, timber logging and downstream processing,
manufacturing of polyvinyl chloride resins, compound and PVC
products, marine transportation and support services to the oil
and gas sector, education, and high technology.
Currently, the businesses of the L&G Group are divided into
property development and investment. Property development is
the main core business activity.
Among its property development projects are Bandar Sungai
Buaya, Lembah Beringin and Bandar Sri Damansara.
Subsidiary, Sri Damansara Sdn Bhd is the developer of Bandar
Sri Damansara, the Group signature development. Bandar Sri
Damansara is located north west of central Kuala Lumpur and has
easy access to various expressways including the North-South
Expressway and the Damansara-Puchong Expressway. Measuring
1,259 acres, It is substantially developed. As an integrated
self-sufficient township, Bandar Sri Damansara has a
comprehensive development mix of residential, commercial and
industrial units as well as social facilities, schools, a
college, a mosque and a recreation club.
Another subsidiary, Lembah Beringin Sdn Bhd (LBSB) is the
developer of Lembah Beringin. The development is situated in
the northern part of Selangor, and 35 minutes drive from Kuala
Lumpur. Lembah Beringin comprises approx. 2,700 acres, of which
2,000 acres have been opened for development. The township is
serviced by an interchange with the North-South Expressway.
Presently, Lembah Beringin offers residential, commercial and
industrial units, a public golf course and a college. A primary
school is expected to be completed in 2003.
Bandar Sungai Buaya is developed by subsidiary, Bandar Sungai
Buaya Sdn Bhd. The township is in the area of Ulu Selangor,
Selangor. It comprises residential, commercial and industrial
units. Since 1996, Bandar Sungai Buaya has launched over 3,300
units of which 90% have been sold.
The L&G Group also holds various other property interests,
which are largely self-funding or currently dormant. Notable
interests include the World Trade Center, Hidden Valley and
Flinders Wharf all located in Melbourne, Australia, and the
Plaza Putra, Dataran Merdeka, Kuala Lumpur.
The L&G Investment division comprises mainly education, timber
and oil and gas operations.
Education operations provide quality educational facilities and
services from kindergarten to tertiary level. The Group offers
a full range of co-educational schooling through Sekolah
Bestari, a private school, and Manjaria Kindergarten at Bandar
Sri Damansara. In addition, it operates a private higher
education institution, the L&G Twintech Institute of
Technology, which has a branch campus in Kuching, Sarawak.
L&G's forestry and timber interests are represented by sub-
subsidiaries under Overseas & General Limited (OGL), which is
listed on the Australian Stock Exchange. The OGL group holds a
timber concession, sawmill and molding and kiln-drying plant in
Fiji.
L&G also holds a 17.15% stake in ANSAD Petrol JV, which pursues
oil and gas exploration and production activities in the
Republic of Azerbaijan.
The Group is presently pursuing the restructuring of its
financial obligations to contractors, creditors and bank
lenders as well as its Euro convertible bondholders. On 20 May
2002 L&G made a Bumi Armada Berhad (BAB) swap offer involving
the settlement of approx. RM207m owing by the L&G Group to
financial institutions and bondholders in exchange for
29,634,164 shares of BAB owned by the L&G Group. On 5 September
2002, L&G completed the swap. As part of the debt
restructuring, L&G also proposed settlement of its remaining
indebtedness due to financial institutions and bondholders
amounting to approx. RM450m. Approval from the FIC for the
scheme was obtained on 8.8.02. The scheme is currently pending
approval from SC, BNM, KLSE and shareholders of L&G.
Meanwhile, the Group is undertaking a programmed to dispose of
its non-core assets. To-date L&G has disposed its entire equity
interests in Armada Tankers Sdn Bhd, Cakara Alam (PNG) Ltd
(held through subsidiary Overseas & General Ltd), and Perlis
Consolidated Sdn Bhd. Other disposals pending completion are
Industrial Resins (Malaysia) Berhad and Kinley Trading Limited
(ultimately the disposal of PT Wapoga Mutiaria Industries).
On 20 August 2002, L&G successfully completed the termination
of the JV with KL-Kepong Property Holdings Sdn Bhd in relation
to the joint- development of Lembah Beringin. The termination
resulted in L&G holding 100% equity interest in Lembah Beringin
Sdn Bhd and other subsidiaries.
On 12 August 2001, subsidiary Bandar Sungai Buaya Sdn Bhd (BSB)
defaulted on its financial obligation to redeem 41,000
redeemable preference shares amounting to RM41,000 and to
settle a deferred cash payment of RM28,464,264 which represent
partial settlement of the purchase consideration for the
acquisition of 3,094.5 acres of land in 1996 by BSB from Murna
Jaya Development Bhd (MJD). On 9 August 2002, the Company and
BSB agreed to terminate the JVA entered with MJD for the
development of Bandar Sungai Buaya township. BSB, as a result,
would return land measuring in aggregate approx. 1,617 acres to
MJD. This proposal is pending approval of KLSE and shareholders
of L&G.
CONTACT INFORMATION: 2nd Floor, 7 Persiaran Dagang
Bandar Sri Damansara
52200 Kuala Lumpur
Tel : 03-6275 7788;
Fax : 03-6277 7061
MGR CORPORATION: Unit Receives Demand Letter From MBB
-----------------------------------------------------
On 17th December 2002, Kimanis Bay Timbers Sdn. Bhd., a wholly
owned subsidiary of the MGR Corporation Berhad, received a
letter of demand dated 9th December 2002 enclosing the above
notice issued by Malayan Banking Berhad's lawyer Lind, Willie,
Wong & Chin for settlement of a sum of RM3,910,555.75 being the
total amount outstanding due under the said charge as at 31st
August 2002 within one month from the date of their letter.
Failing which, they shall apply to the Collector to order the
sale of the Country Lease No.155310124 in the District of
Pensiangan by public auction in accordance with the provisions
of the Land Ordinance, Cap.68 to recover the said sum plus
interest at the rate of 8.90% plus an additional default
interest of 1% until the date of full payment and costs.
The said charge was registered on the 6th April 1996 for which
the subsidiary obtained an overdraft facility of RM3,000,000
from the Pacific Bank Berhad, which was subsequently acquired
by Malayan Banking Berhad. The subsidiary was unable to settle
the full outstanding overdraft facility when demanded by their
lawyer on 21st December 2001.
The sales of the said property will have no material financial
and operational impact on the Group as the subsidiary have a
negative net book value of RM9,950,811 based on the audited
accounts as at 30th September 2001 and has ceased operation
since 1st July 2001. The cost of investment in the subsidiary
by the Company had been written down to RM1 on 30th September
1999 and full provision has been made on the inter-company
balances.
The Company and the subsidiary are not expect to be able to
settle the full outstanding amount demanded as the Group are
currently in financial difficulties and are in the process of
implementing the proposed restructuring scheme as approved by
the Securities Commission on 8th November 2002.
PAN PACIFIC: Proposes to Restructure RM272,802,000 Debts
--------------------------------------------------------
On behalf of the Board of Directors of Pan Pacific Asia Berhad,
Alliance Merchant Bank Berhad wishes to announce that PPAB
proposes to restructure its debts amounting to RM272,802,000
(Debts) as follows (Proposed Debt Restructuring):
(i) full and final settlement of the outstanding debt balances
amounting to RM92,391,000 as at 30 June 2001 owing by PPAB and
its subsidiaries (PPAB Group or Group) to the unsecured
creditors of PPAB (Creditors A) involving the issuance of
Convertible Preference Shares (CPS), Redeemable Convertible
Preference Shares (RCPS) and upfront cash settlement. Creditors
A will be subject to a debt waiver of 30% of their total
outstanding debt balances as at 30 June 2001;
(ii) settlement of the outstanding debt balances amounting to
RM164,735,000 as at 30 June 2001 owing by the PPAB Group to the
unsecured creditors of PPAB, who had given their approval-in-
principle for their respective proposed settlements pursuant to
the Proposed Debt Restructuring (Creditors B), involving the
issuance of CPS, RCPS and cash settlement. Creditors B will be
subject to a debt waiver amounting to RM82,538,000 of their
total outstanding debt balances as at 30 June 2001; and
(iii) full and final settlement of the outstanding debt balance
amounting to RM15,676,000 as at 30 June 2001 owing by the PPAB
Group to its deemed partially secured creditor (Creditor C).
The settlement shall be by way of set-off of the debt with its
existing collateral, comprising a parcel of vacant freehold
land located at Grant 21394, Lot 9022, Johor Bahru District
which is valued at RM12 million based on an independent
valuation report conducted by Vigers (JB) Sdn Bhd (Valuers)
dated 5 December 2002 and cash settlement. Creditor C will be
subject to a debt waiver of approximately 19% of its
outstanding debt as at 30 June 2001.
Another PPAB Group financier, HSBC Bank Malaysia Berhad (HSBC),
has not been provided for within the Proposed Debt
Restructuring. HSBC, which has extended facilities amounting to
approximately RM55 million to PPAB subsidiaries, Jafuong
Plywood Corporation Sdn Bhd (in receivership and liquidation)
(Jafuong Plywood) and Kawood Sdn Bhd (in receivership)
(Kawood), the former on the back of PPAB's corporate guarantee,
is intended to be accommodated by collateral arrangement
involving a payment of RM20 million to be funded by the
proceeds from the proposed disposal of the assets on which HSBC
has first priority charges, upon mutually agreeable terms and
conditions the salient terms which has been reached between the
parties.
In addition to the above, the Company also proposes to
undertake the following exercises, which collectively
constitute the Proposed Restructuring Scheme:
(i) proposed share capital reduction and consolidation pursuant
to Sections 62 and 64 of the Companies Act, 1965, involving the
cancellation of RM0.50 of the par value of each existing
ordinary share of PPAB in issue and thereafter, the
consolidation in such manner that every two (2) ordinary shares
of RM0.50 each shall constitute one (1) ordinary share of
RM1.00 each (Proposed Capital Reduction and Consolidation); and
(ii) proposed investment in and establishment of a new
manufacturing business, which shall constitute the core
business of PPAB Group. The new business involves the
manufacture of environmental friendly biodegradable packaging
products for the food industry, whereupon, the packaging
products will be distributed to noodle manufacturers in the
Asia Pacific region (Proposed New Business).
THE PROPOSED RESTRUCTURING SCHEME
The Proposed Restructuring Scheme will involve the following:
Proposed Capital Reduction and Consolidation
PPAB proposes that the existing issued and paid-up share
capital of PPAB of RM128,578,004 comprising 128,578,004
ordinary shares of RM1.00 each be reduced, pursuant to Section
64 of the Companies Act, 1965 (Act) to RM64,289,002 comprising
64,289,002 ordinary shares of RM0.50 each, by way of
cancellation of RM0.50 of the par value of each existing
ordinary share of PPAB in issue.
Thereafter, the issued and paid-up share capital of PPAB shall
be consolidated, pursuant to Section 62 of the Act in such
manner that every two (2) ordinary shares of RM0.50 each shall
constitute one (1) ordinary share of RM1.00 each, thereby
consolidating 128,578,004 ordinary shares of RM0.50 each into
64,289,002 ordinary shares of RM1.00 each (PPAB Shares).
The reduction of RM0.50 for each existing ordinary share of
RM1.00 each would give rise to a credit of approximately
RM64,289,002, which would be utilized to reduce audited
consolidated accumulated losses of RM578,538,479 as at 30 June
2002. Fractions of a share arising from the Proposed Capital
Reduction and Consolidation will be dealt with by the Directors
of PPAB as they deem fit.
A summary of the Proposed Capital Reduction and Consolidation
is shown in Table 1 at
http://www.bankrupt.com/misc/TCRAP_PPacific1220.pdf.
Proposed Debt Restructuring
PPAB Group proposes to restructure its Debts, which are owing
to the Lenders as follows:
Creditors A
PPAB proposes the issuance of 20,955,000 CPS, 37,252,000 RCPS
and upfront cash payment of RM6,467,000 as full and final
settlement of the outstanding debt balances amounting to
RM92,391,000 as at 30 June 2001 owing by the PPAB Group to
Creditors A. Creditors A will be subject to a debt waiver of
RM27,717,000 representing 30% of the debt owing to them by PPAB
Group as at 30 June 2001.
Creditors B
Creditors B represent the group of Lenders who had since given
their approval-in-principle for the proposed terms of
settlement of the Debt amounting to RM164,735,000 owing to them
by the PPAB Group, pursuant to the Proposed Debt Restructuring.
Creditors B have agreed-in-principle to a debt waiver of
RM82,538,000 collectively.
The balance of the Debt of RM82,197,000 will be settled via the
issuance of 16,729,000 CPS*, 34,368,000 RCPS * and cash
settlement of RM38,100,000.
The terms of the proposed settlement for each individual Lender
under Creditors B is summarized as follows:
Dresdner Kleinwort Wasserstein Limited (Dresdner)
Dresdner had agreed-in-principle to a debt waiver of
RM44,098,000 of its debt outstanding as at 30 June 2001 of
RM112,195,000. The balance debt portion after the debt waiver
granted shall be settled vide the issuance of 13,229,000 CPS,
30,868,000 RCPS and cash settlement of RM24,000,000. The cash
settlement shall be financed by the proceeds received from the
disposal of PPAB's stockbroking arm, PSSB. The disposal of PSSB
had been completed on 30 August 2001.
Dana Companies
Danaharta Managers Sdn Bhd and Danaharta Urus Sdn Bhd
(collectively referred to as Dana Companies) are the creditors
of PPAB Group with an outstanding debt balance of RM52,540,000
as at 30 June 2001. The Dana Companies had agreed vide their
letter dated 1 November 2002, to waive RM38,440,000 of their
said outstanding debt balance in return for an upfront cash
settlement of RM14,100,000 (Settlement Sum), of which 10% had
been paid to the Dana Companies on 7 November 2002.
The remainder 90% of the Settlement Sum was to have been paid
in full on or before 14 December 2002 upon the execution of the
Settlement and Compromise Agreement. On 12 December 2002 and
before date for payment, PPAB had tendered to the Dana
Companies a further RM4 million with the request to settle the
balance Settlement Sum in two further tranches, RM4 million and
RM4.6 million on 14 January 2003 and 14 February 2003
respectively. On 13 December 2002, the Dana Companies responded
to say that PPAB's request will be considered by management.
Centenial Masters Sdn Bhd (CMSB) had, in the meantime, on 1
November 2002, agreed to lend PPAB the amount of RM14,100,000,
subject to the funds being strictly utilized for the Settlement
Sum of RM14,100,000 to the Dana Companies. As part of the terms
of the said arrangement, mutually agreed between PPAB and CMSB,
the repayment of CMSB's advance shall be deferred and repaid
within a year from internally generated cashflows derived from
the Proposed New Business of the Group.
Note:
* PPAB will also be issuing 3,500,000 CPS and 3,500,000 RCPS to
CMSB to compensate for the non-interest bearing financing
provided by CMSB. Further, the issuance of the said nominal
value of instruments is mainly to sweeten the deal in order for
CMSB to grant the non-interest bearing financing of
RM14,100,000 in favor of PPAB, in view of the difficulty in
obtaining long term financing from other bankers.
Creditor C
It is proposed that the full and final settlement of the
outstanding debt balance amounting to RM15,676,000 as at 30
June 2001 owing by the PPAB Group to Creditor C shall be by way
of:
set-off of the debt with its existing collateral, comprising
a parcel of vacant freehold land located at Grant 21394, Lot
9022, Johor Bahru District which is valued at RM12 million
based on an independent valuation report conducted by the
Valuers dated 5 December 2002;
cash settlement of RM735,000, which shall be financed by
the proceeds received from the disposal of PSSB; and
balance of the debt owing to Creditor C of approximately
RM2,941,000 to be waived by Creditor C, which represents a debt
waiver of approximately 19% of its outstanding debt as at 30
June 2001.
Details of the Proposed Debt Restructuring
The details of the Proposed Debt Restructuring are set out
below.
Debts outstanding, including interest accrued up to 30
June 2001, of the Lenders will be partly converted into CPS and
RCPS both with tenures of five (5) years respectively;
interest accruing from 1 July 2001 until 30 June 2002 on
the total outstanding Debts amounting to RM24,243,000 owing to
the Lenders will be waived. In addition, interest accruing on
the outstanding Debt arising after 30 June 2002 will also be
waived until the convertibles, debt instruments and cash
portion are fully issued/ paid. The issuance of CPS and RCPS as
well as the full payment of the cash settlement portion
pursuant to the Proposed Debt Restructuring shall be deemed
settlement of the Group's total debt of RM272,802,000 as at 30
June 2001; and
cash settlement payable to Lenders will be partly financed
by part of the proceeds from the disposal of PSSB, previously a
wholly-owned subsidiary of PPAB. The disposal of PSSB had been
completed on 30 August 2001 for a cash consideration of
RM196,548,000.
The salient terms of the CPS and RCPS are set out in Table 2
and Table 3 respectively, found at
http://www.bankrupt.com/misc/TCRAP_PPacific1220.pdf.
Proposed Amendments
To accommodate the implementation of the Proposed Debt
Restructuring, which, inter-alia, entails the issuance of CPS
and RCPS, the Board of Directors of the Company proposes to
amend the Company's Memorandum and Articles of Association. The
Proposed Amendments is necessary in order to ensure the
issuance of the CPS and RCPS by PPAB are sanctioned under the
Company's modified Memorandum and Articles of Association.
Proposed New Business
The onset of the economic crisis in July 1997 had adversely
affected the Group's core business activities. In particular,
the demand for timber products declined significantly while
timber prices remained depressed with no clear indication of
improving in the near future. In view of the foregoing, the
timber division of the Group was unprofitable and losses before
tax were huge due to large provisioning for doubtful debts and
write-offs of bad debts from its trade debts. The Group was
unable to sustain the activities of its timber subsidiaries
further resulting in the subsequent cessation of its Malaysian
timber operations in financial year 2001 and its China timber
subsidiary eventually folded in financial year 2002.
Meanwhile, rising to the Government's call to consolidate the
stockbroking industry, PPAB subsequently disposed of its entire
100% equity interest in its stockbroking unit, PSSB, to K&N
Kenanga Berhad. Besides, it would have been difficult for the
PPAB Group to become a major player in the stockbroking
industry in view of the Group's weakened financial position
after suffering significantly from low trading volume as a
result of lower liquidity in the economy during the economic
crisis and weak investor sentiments. The disposal of PSSB had
been completed on 30 August 2001.
The Proposed New Business is thus imperative in light that the
Group no longer has a viable core business. PPAB proposes to
utilize part of the proceeds from the disposal transaction to
establish a new core business for the Group. The new business
involves the manufacture and distribution of biodegradable
packaging products for the food industry within the Asia
Pacific region. PPAB's initial focus will be on the production
of biodegradable noodle cups targeted for distribution to
noodle manufacturers in Japan, China, Taiwan and Malaysia.
Details of the Proposed New Business
EarthShell Corporation Inc, United States (US) (EarthShell) is
a US based technology company involved in a revolutionary
development of food service packaging. EarthShell's business is
to license its technology to manufacturers of food service
disposables who will then manufacture, market and distribute
their licensed products.
EarthShell's technology, which combines simple, abundant and
renewable materials such as limestone and starch into material
that is 100% biodegradable and recyclable through composting,
received recognition from organizations including Defenders of
Wildlife, Friends of the Earth, American Oceans Campaign and
the US Environmental Protection Agency. EarthShell also won
approbation from Green Seal (a non-profit organization that
sets environmental standards for products) thus, making it the
first recipient of Green Seal's endorsement for food packaging
products. The technology meets the current highest standards of
biodegradability.
On 26 September 2001, EarthShell sublicensed the right to
utilize the specified technology to manufacture and sell food
service products to Green Packaging Sdn Bhd (GPSB), a wholly
owned subsidiary of PPAB. In particular, the sublicense gives
GPSB the rights to manufacture and distribute biodegradable
packaging materials in countries within the Asia Pacific
region, namely, Taiwan, Thailand, Indonesia, Singapore,
Malaysia, Japan and People's Republic of China (Territory).
In assisting GPSB to establish the new business as mentioned
above, EarthShell will provide technical and engineering
support as well as machinery and equipment specifications.
At present, PPAB intends to focus on the manufacture of
biodegradable noodle cups. The single product strategy is to
take advantage of higher production efficiency resulting in
lower cost and better profit margins. The Company shall use its
large production capacity to satisfy large volume orders, as a
competitive edge to penetrate noodle manufacturers in Japan,
Taiwan, Hong Kong and Malaysia. PPAB will subsequently expand
into the manufacture of other types of biodegradable packing
products, upon establishing market demand for its biodegradable
noodle cups.
Salient terms of the sublicense
(a) GPSB obtained the rights to produce EarthShell licensed
products at its plant for Asian markets, namely Taiwan,
Thailand, Indonesia, Japan, People's Republic of China,
Malaysia and Singapore upon entering the Technology Sublicense
Agreement dated 26 September 2001 (supplemented by the
Supplementary Agreement dated 29 July 2002) with EarthShell.
The term of the sublicense is for ten (10) years.
(b) GPSB shall provide all funding for core operating functions
such as accounting, sales, marketing and distribution.
(c) GPSB shall be entitled to manufacture the licensed products
to use, sell, offer to sell, import into or dispose the
products within the Territory.
(d) GPSB has no right to sublicense or transfer the technology
or interests in or rights under the sublicense unless prior
written consent has been obtained from EarthShell.
(e) GPSB is authorized and required to use the trademarks and
service marks owned by or licensed to EarthShell that are
designated to GPSB by EarthShell.
(f) In consideration of the sublicense, EarthShell shall be
paid a royalty of 8% of net sales, a technical support fee of
4% of net sales and a further 8% of net sales for EarthShell's
assistance in the marketing and publicity of the products
manufactured by GPSB.
(g) The total fees payable to EarthShell for one (1) calendar
year shall in any event not exceed 50% of GPSB's gross profits
from the manufacture and sale of the products.
(h) During the term of the sublicense, GPSB must achieve an
aggregate of at least US$50 million each year in net sales from
the sale or distribution of the products within the countries
of Malaysia, Taiwan, Singapore, Indonesia and Thailand
commencing 2004. Failure on the part of GPSB will result in the
conversion of the exclusive license to a non-exclusive license
with respect to these countries at EarthShell's option.
(i) With regard to Japan and the People's Republic of China,
EarthShell undertakes not to grant any other sublicense in
these jurisdictions provided that certain stated performance
standards are met by GPSB.
(j) GPSB is not permitted to directly or indirectly market,
distribute, sell or attempt to dispose any of its products to
any person outside the Territory.
Information on GPSB
GPSB was incorporated in Malaysia under the Companies Act, 1965
as a private limited company on 28 June 2001. The authorized
share capital of GPSB is RM25,000,000 comprising 25,000,000
ordinary shares of RM1.00 each, of which RM24,000,000
comprising 24,000,000 ordinary shares of RM1.00 each are issued
and fully paid-up.
GPSB is a wholly-owned subsidiary of PPAB. However, PPAB's 100%
interest in GPSB is held in trust by I-Automation Sdn Bhd (I-
Auto) for PPAB pursuant to a trust deed dated 28 November 2002
entered into between PPAB and I-Auto. GPSB is principally
involved in the manufacturing and marketing of biodegradable
packaging materials.
The net liabilities and loss after taxation of GPSB based on
the unaudited financial statement as at 30 June 2002 are
RM566,612 and RM566,614 respectively.
Rationale for the Proposed New Business
The Group proposes the investment in the Proposed New Business
in view of the long term substantial growth potential of the
new business. There is a growing awareness and concern among
the public over environmental issues and a developing trend for
environmental friendly products and production processes to
address the said concerns. The rapidly declining state of the
environment has also resulted in the Governments of various
countries taking a firm stand on protection of the environment
via the imposition of regulations. Among the actions taken by
some countries to prevent further erosion of the environment
include banning the manufacture of plastic products and
imposing tax on use of plastic products.
As such, biodegradable packaging products can be regarded as
the next best substitute for existing plastic products that are
non-biodegradable. There are thus, huge opportunities for
pioneers to capitalize on the growth potential for
biodegradable packaging products.
PPAB Group, through its subsidiary, GPSB, will be among the
first few suppliers of biodegradable packaging products in the
Asia Pacific region. The Group managed to secure the exclusive
rights from EarthShell to manufacture and distribute the
biodegradable packaging materials within the region. Further,
the PPAB Group will benefit from the existence of a ready
market for its products in view that countries in the Asia
Pacific region such as Japan, China and Taiwan have started to
place emphasis on the usage of biodegradable products by
introducing measures to reduce usage of non-biodegradable
materials.
In addition, the primary source of raw materials for the
manufacture of biodegradable packaging products can be obtained
in abundant supply within Malaysia or in neighboring countries.
Indicative prices suggest that local raw materials are cheaper
than those in the United States of America, thus making it more
viable to manufacture such products in Malaysia. PPAB's
biodegradable packaging products will thus, be more
competitively priced than the foreign manufacturers, giving the
Company a natural competitive edge over its competitors.
Despite the homogeneity of biodegradable food packaging
products such as noodle cups, the Group will be able to compete
reasonably in terms of pricing for customers.
Investment Risk Factors
Experience
The PPAB Group is currently involved in investment holding,
stockbroking and timber businesses. As such, the management of
the Group does not have any prior experience in the operations
of the Proposed New Business.
Subsequent to the completion of the Proposed Restructuring
Scheme, PPAB will be solely involved in the production and
distribution of environmental friendly bio-degradable food
packaging products of which neither its current management nor
personnel has prior experience. Bio-degradable food packaging
products are a new development in the local market. As such
local based technical and engineering support will be minimal
while foreign based support will be costly. PPAB has been
receiving and will continue to receive technical and
engineering support from EarthShell that includes the training
of technical personnel, as well as assistance in the initial
start-up of the new production plant.
Business risks
PPAB will be subjected to certain risks inherent in its new
business development. These risks would relate to the
manufacturing exports sector including acceptance of the
product in Asian markets, the availability of adequate
workforce, cost of labor, technology changes, changes in the
general economy, business and credit conditions, changes in
government policies, licensing requirements, taxes and
incentives. Although PPAB seeks to limit these risks, no
assurance can be given that any change in these factors will
not have a material effect on PPAB's business.
Dependence on key management and personnel
The ongoing operations of the production plant will depend to a
significant extent upon the expertise and continued efforts of
the key management and personnel.
PPAB has no prior experience in the production of bio-
degradable food packaging. Pursuant to the Agreements executed
between PPAB and EarthShell, technical and engineering support
which includes the training of technical personnel prior to the
start of operations, all necessary process and product
specifications, machine and equipment drawings and
specifications and all other related technical know-how, will
be provided. Hence, PPAB will be highly dependent on the
personnel of EarthShell in providing assistance where and when
required in the production of the products, until the employees
of PPAB are fully trained.
PPAB had already commenced training programmers for its staff
to equip them with the necessary technical skills and knowledge
in running the specific machinery and equipment required for
the Proposed New Business as well as to gain experience in the
operations of the new business. The training programmers are
conducted by EarthShell in the US. The provision of technical
and operational training will be undertaken by EarthShell as
part of the terms and conditions provided for in the Technology
Sublicense Agreement dated 26 September 2001 (supplemented by
the Supplementary Agreement dated 29 July 2002) with
EarthShell.
Competition
Bio-degradable food packaging products are at their
introductory stage in the local market and faces local
competition from cheaper alternatives such as Styrofoam and
plastic packages. Surveys have indicated that the local market
is generally not prepared for the introduction of bio-
degradable food packaging mainly due to the higher costs that
comes with it.
However, countries like the governments of Taiwan and People's
Republic of China are actively promoting the use of bio-
degradable food packaging products while others have even
resorted to imposing restrictions on plastic packaging. While
manufacturers of bio-degradable food packaging products would
have already been set up in these countries, the costs of
production, such as labor and raw material costs, may be higher
as compared to producing the same in Malaysia. Furthermore, the
raw materials used in the production of these products can be
found in abundance locally thus removing the need for imports.
As such, PPAB will enjoy better competitive advantage in the
Asia Pacific market.
Nevertheless, no assurances can be given that, in the future,
there might not arise further competition from other
biodegradable manufacturers of food packaging products, who may
utilize other new forms of technology and biodegradable raw
materials for their production.
Political, Economic and Regulatory Developments
Like all other business entities, changes in political,
economic and regulatory conditions in Malaysia and the
countries in which the Group plans to export its biodegradable
packaging materials could materially affect the financial and
business prospects of the Group. Other political, economic and
regulatory uncertainties include but are not limited to the
risks of war, riots, expropriation, nationalization,
renegotiations or nullification of existing contracts, changes
in political leadership, interest rates, foreign exchange rates
and methods of taxation.
Details of the winding-up of PPAB's timber activities,
previously the core business of the Group
The timber operations of PPAB Group which included logging,
sawmilling, moldings, manufacturing of veneer and plywood and
trading of logs and sawn timber, was principally the core
business of the Group, being the largest contributor to the
revenues and profit before tax of the Group. Nevertheless, the
economic crisis in July 1997 had adversely affected the Group's
core business activities. In particular, the demand for timber
products declined significantly and as such timber prices were
depressed. The situation was aggravated by the sharp decline in
the value of the RM, prior to the Ringgit being pegged at
RM3.80 to US$1 in September 1998.
The Group's customers were also severely affected by the
regional crisis, suffering huge losses as well as experiencing
cashflow constraints. Their dire financial straits resulted in
the inability to settle their accounts with PPAB Group, thus
leading to the deterioration of the Group's trade debtors'
turnover. In view of the foregoing, the timber division of the
Group suffered heavy losses due to large provisioning for
doubtful debts and write-offs of bad debts from its trade
debts. PPAB timber operations eventually buckled under the
weight of such bleak economic circumstances, resulting in the
subsequent cessation of its Malaysian timber operations in
financial year 2001 and its China timber subsidiary inevitably
folded in financial year 2002.
In view of the foregoing, PPAB's timber subsidiaries were
unable to meet their debt obligations. As such the eventual
commencement of winding-up proceedings against the timber
subsidiaries by the creditors of PPAB was a foregone
conclusion. Caritimas Sdn Bhd, Propagate Industry Sdn Bhd and
Jafuong Plywood Corporation Sdn Bhd had since been placed in
liquidation. PPAB also intends to liquidate its other timber
subsidiaries, namely, Kawood Sdn Bhd, Leaderade Sdn Bhd and
Wansuria Sdn Bhd. The proposed liquidation of its remaining
timber subsidiaries is intended to facilitate the upheaval of
the Group's business focus from timber operations towards
becoming the manufacturer of biodegradable packing materials,
as well as to streamline the Group's current group structure.
FINANCIAL EFFECTS
Share capital
The effects of the Proposed Restructuring Scheme on the issued
and paid-up share capital of PPAB are set out in Table 4 at
http://www.bankrupt.com/misc/TCRAP_PPacific1220.pdf.
Earnings
The Proposed Restructuring Scheme is expected to be completed
in the second quarter of 2003, and therefore will not have any
material impact on the earnings of the PPAB Group for the
financial year ending 30 June 2003. However, it is expected
that the successful completion of the Proposed Restructuring
Scheme will enhance the future earnings of the PPAB Group.
Net Tangible Assets (NTA)
The proforma effect of the Proposed Corporate Restructuring on
the audited NTA of the PPAB Group as at 30 June 2001 is set out
in Table 5 at
http://www.bankrupt.com/misc/TCRAP_PPacific1220.pdf.
Substantial shareholding structure
The effects of the Proposed Corporate Restructuring on the
substantial shareholding structure of PPAB are illustrated in
Table 6 at http://www.bankrupt.com/misc/TCRAP_PPacific1220.pdf.
Gearing
The effects of the Proposed Corporate Restructuring on the
gearing of PPAB are illustrated in Table 7 at
http://www.bankrupt.com/misc/TCRAP_PPacific1220.pdf.
Dividend
In view of the Company's tight liquidity position, the
Directors of PPAB do not expect to declare any dividends for
the financial year ending 30 June 2002.
APPROVALS REQUIRED
The Proposed Restructuring Scheme is conditional upon approvals
being obtained from the following:
(a) Securities Commission (SC) for the Proposed Capital
Reduction and Consolidation and the Proposed Debt
Restructuring;
(b) Foreign Investment Committee;
(c) Ministry of International Trade and Industry;
(d) Kuala Lumpur Stock Exchange (KLSE) for the admission to the
Official List and the listing of and quotation for the RCPS and
the listing of and quotation for new PPAB shares to be issued
upon conversion of the RCPS;
(e) sanction of the High Court of Malaya for the Proposed
Capital Reduction and Consolidation;
(f) Creditors A, Creditors B and Creditor C for the Proposed
Debt Restructuring;
(g) shareholders of PPAB at an Extraordinary General Meeting
(EGM) to be convened;
(h) EarthShell for the Proposed New Business; and
(i) any other relevant authorities/ parties.
The Proposed Debt Restructuring is subject to the completion of
the collateral arrangement with HSBC in respect of debts
amounting to RM55 million owing by Jafuong Plywood and Kawood
as principal borrowers.
The Proposed Amendments is subject to the approval of the
shareholders of PPAB at an EGM to be convened.
The Proposed Capital Reduction and Consolidation and Proposed
Debt Restructuring are inter-conditional upon one another.
DIRECTORS' AND SUBSTANTIAL SHAREHOLDERS' INTERESTS
Other than their declared interests in the shares of the
Company, none of the Directors and major shareholders of PPAB
and persons connected to them has any other interest, direct or
indirect, in the Proposed Restructuring Scheme.
DIRECTORS' STATEMENT
The Board Directors of PPAB, after careful deliberation, is of
the opinion that the Proposed Restructuring Scheme is in the
best interest of the PPAB Group.
ADVISER
Alliance has been appointed as the advising merchant bank for
the Proposed Restructuring Scheme.
APPLICATION TO THE RELEVANT AUTHORITIES
The application to the relevant authorities is expected to be
submitted within a month from the date of this announcement.
DOCUMENTS FOR INSPECTION
Copies of the following document will be available for
inspection at the Registered Office of the Company at Unit
602B, Level 6, Tower B, Uptown 5, 5 Jalan SS21/39, Damansara
Uptown, 47400 Petaling Jaya, Selangor Darul Ehsan during normal
business hours from Monday to Friday (except on public
holidays) from the date of this announcement:
(i) Technology Sublicense Agreement dated 26 September 2001 and
Supplemental Agreement dated 29 July 2002; and
(ii) The independent valuation report dated 5 December 2002 in
respect of the valuation of the vacant freehold land in Johor
Bahru.
RASHID HUSSAIN: Expects Completion of Bank Utama Acquisition
------------------------------------------------------------
Rashid Hussain Berhad refers to its announcements dated 20
March 2002 and to the joint announcement by RHB, Cahya Mata
Sarawak Berhad (CMS) and Utama Banking Group Berhad (UBG) on 12
December 2002.
As stated in the said joint announcement, the sale and purchase
agreement dated 20 March 2002 between RHB, RHB Capital Berhad,
CMS and UBG for the Acquisition of Bank Utama (Bank Utama SPA)
had become unconditional as of 12 December 2002 and that the
final purchase price for Bank Utama shall be based on a
multiple of two (2) times the adjusted net tangible asset (NTA)
value of Bank Utama as at 30 November 2002.
AmMerchant Bank Berhad (formerly known as Arab-Malaysian
Merchant Bank Berhad) is pleased to announce that following a
due diligence carried out by Messrs KPMG in conjunction with
RHB Bank on Bank Utama, the adjusted NTA value of Bank Utama as
at 30 November 2002 has been agreed by the parties to the Bank
Utama SPA to be RM902,127,000. Therefore, the final purchase
price for Bank Utama is RM1,804,254,000 and the completion of
the Acquisition of Bank Utama is expected to take place as
scheduled before the end of December 2002.
COMPANY PROFILE
The Company (RHB) is principally an investment holding company
and its major subsidiaries are involved in commercial banking,
merchant banking, offshore banking, finance company business,
offshore trust services, general insurance, leasing, unit trust
management, property investment and management and the
securities and asset management business. Commercial banking,
however, contributes the major portion of the Group's revenue.
Between 1996 and 1999, the Group undertook several mergers and
acquisitions, which involved the acquisition of Kwong Yik Bank
Bhd and Sime Bank Berhad.
On 23 April 2001, RHB announced that it has received approvals
from the Minister of Finance via Bank Negara Malaysia (BNM) to
enter into negotiations with UBG Banking Group Berhad (UBG) for
the purpose of merging the RHB and UBG banking groups.
Negotiations are on-going.
With respect to the proposed group restructuring scheme
announced in September 2000, RHB is reviewing the proposal as
part of the proposed merger between the RHB and UBG banking
groups.
CONTACT INFORMATION: 9th Floor RHB 1
424 Jalan Tun Razak
50400 Kuala Lumpur
PO Box 12699, 50786 Kuala Lumpur
Tel : 03-9852233
Fax : 03-9855522
REPCO HOLDINGS: KLSE Rejects Time Extension Application
-------------------------------------------------------
Repco Holdings Berhad (Special Administrators Appointed) refers
to the Company's announcement on 2 December 2002 that it had,
on 29 November 2002, submitted an application to the Exchange
for an extension of time until 31 December 2002 to make its
Requisite Announcement and a further extension of time until 30
June 2003 to regularize its financial condition pursuant to
paragraph 5.1 of Practice Note 4/2001.
In this respect, the Company wishes to inform that the Exchange
has, in its letter of 13 December 2002, rejected the Company's
said application.
CONTACT INFORMATION: Wisma Repco
12 Lorong Tenggiling 4
Jalan Maktab Gaya, Luyang
88300 Kota Kinabalu, Sabah
Tel : 088-250000
Fax : 088-253007
SINMAH RESOURCES: SMNS Rubber Invests RM998 in Joint Venture
------------------------------------------------------------
Reference is made to the announcement in relation to the joint
venture agreement (JVA) between Lynbridge Sdn Bhd (a wholly-
owned subsidiary of Sinmah) (LSB) and Bukit Saudara Sdn Bhd
(BSSB) dated 17 January 2002 and Letter of Variation between
LSB and BSSB dated 7 October 2002 on the consolidation and
management of rubber smallholders in the State of Negeri
Sembilan and Melaka.
The Board of Directors of Sinmah Resources Berhad wishes to
announce that a joint venture company known as SMNS Rubber
Holding Sdn. Bhd. (JVC) has been incorporated and that LSB has
invested RM 998.00 (Ringgit Malaysia : Nine Hundred and Ninety
Eight) only by way of internally generated cash in exchange of
the allotment of 499 ordinary shares of RM 1.00 each in the JVC
to LSB and 499 ordinary shares of RM 1.00 each in the JVC to
BSSB respectively. The participating interest of LSB in JVC
after the allotment of 998 ordinary shares of RM 1.00 each in
JVC represents 49.9% of the total issued share capital of JVC.
The Board of Directors of Sinmah expects the equity
participation in the JVC shall be a long-term investment and to
promote Sinmah group's profit maximization and earnings base.
The Board of Directors of Sinmah hopes to take this opportunity
to be involved in the management, investment and marketing
strategy of the JVC.
The Board of Directors of Sinmah are of the opinion that the
above joint venture is not expected to have any material effect
on the earnings of the Sinmah group for the financial year
ending 31 January 2003.
COMPANY PROFILE
The Company was activated when it implemented a restructuring
scheme involving the acquisition of 100% in Sinmah Breeders,
100% of Sinmah Livestocks, 100% of Sinmah Food Industries and
99.99% of Sinmah Multifeed. Multifeed handles contract farming
operations while Sinmah Breeders has about six breeder farms
raising 380,000 parent stocks and two hatcheries with a total
capacity of 2.58m hatching eggs annually. Due to higher demand,
Sinmah Group has to import 50,000 parent stock day old chicks
(DOCs) from the US and Canada and source locally another
250,000 parent stock DOCs annually. The Group sells DOC and
poultry feeds to contract and independent broiler farmers. Live
broilers are sold to local wholesalers and Singapore poultry
processing plants. The Group exports some of its processed
products like nuggets, frankfurters and burgers to Brunei. In
1995, the Group ventured into property development in Malacca.
Primarily concentrating on low- and medium-cost housing
projects, the Company launched the Taman Saujana Indah project
in the first quarter of 2001. It is also developing the Saujana
Puri apartment project.
Currently, the Company is undertaking a restructuring exercise
involving acquisition of 51% interest in Linggi Agriculture Sdn
Bhd and of freehold land in Malacca. The rights issue that was
part of the restructuring was substantially undersubscribed. As
a result, the Company is considering other alternatives to
substitute for the rights issue.
CONTACT INFORMATION: Graha Maju (Bangunan P.K.N.M)
Tingkat 10, Lot 1A
Jalan Graha Maju
75300 Melaka
Tel : 06-2840393
Fax : 06-2817481
SITT TATT: SC OKs RM11.5M Utilization Revision
----------------------------------------------
Utama Merchant Bank Berhad is pleased to announce, on behalf of
the Board of Directors of Sitt Tatt Berhad that the Securities
Commission had vide their letter dated 16 December 2002
approved the revision to the utilization of RM11.5 million held
by Sitt Tatt in an interest bearing fixed deposit account
pending the SC's approval for utilization.
The SC, had vide its letter dated 22 March 1999, approved the
proposal by Sitt Tatt to dispose 40% equity interest in Sitt
Tatt Industrial Gases Sdn Bhd (STIG) comprising 28,000,000 STIG
Shares to Prodair Corporation, United States of America, for a
purchase consideration of RM57,254,004 satisfied by cash. The
said disposal was completed on 27 April 1999 with the adjusted
purchase consideration of RM50 million. Further to the above,
the SC had also vide its letter dated 28 May 1999 imposed a
condition among others that the utilization of RM11.5 million
of the proceeds from the divestment would be for the
acquisition of new businesses/assets subject to SC's approval.
RM11.5 million of the proceeds received from the divestment of
the 40% interests in STIG has been placed in an interest
bearing fixed deposit account pending SC's approval for
utilization.
Further to the approval from the SC for Sitt Tatt's proposed
corporate exercises as announced on 1 November 2002, an
application was submitted by UMBB on behalf of Sitt Tatt on 7
November 2002 to seek the SC's approval to utilize the RM11.5
million for the following purposes:-
RM'000 Working Capital
ú Sitt Tatt Group* 5,500
ú Acquiree Companies** 6,000
11,500
* To be utilized to finance the working capital of the Sitt
Tatt Group, which will be applied towards financial and
operating expenses including advisory fees. This utilization is
intended to improve the Group's liquidity and reduce its
reliance on borrowings to fund daily operations
** To be utilized for the working capital of Pyramid
Manufacturing Industries Pte Ltd, CEM Machinery Pte Ltd and PMI
Plating Services Pte Ltd which are in the process of being
acquired by Sitt Tatt. Please refer to the announcement of Sitt
Tatt dated 10 September 2002.
The SC's approval for the Proposal is subject to the condition
that Sitt Tatt can utilize the RM6,000,000 earmarked for the
working capital of Pyramid Manufacturing Industries Pte Ltd,
CEM Machinery Pte Ltd and PMI Plating Services Pte Ltd only
upon completion of the acquisition of Pyramid Manufacturing
Industries Pte Ltd, CEM Machinery Pte Ltd and PMI Plating
Services Pte Ltd by Sitt Tatt.
The Proposal is not expected to have any material impact on
share capital, net tangible asset and earnings of the Group.
SRI HARTAMAS: Unit CMSB Enters Settlement Agreement With EON
------------------------------------------------------------
The Special Administrators of Sri Hartamas Berhad (SHB), wish
to announce that SHB and its wholly owned subsidiary, Cempaka
Mewah Sdn Bhd - Special Administrators Appointed (CMSB) had on
18 December 2002 entered into a Settlement Agreement with EON
Finance Berhad (the merger between City Finance Berhad and EON
Finance Berhad pursuant to the Vesting Order dated 13th
December 2000) (EON Finance) for itself and as the agent of
Danaharta Managers Sdn Bhd (formerly United Malayan Banking
Corporation Berhad) (DMSB), Bank Kerjasama Rakyat Malaysia
Berhad (Bank Rakyat) and EON Bank Berhad (pursuant to the
Acquisition Agreement dated 30th June 2000 between Oriental
Bank Berhad and EON Bank Berhad and the Vesting Order dated 5th
December 2000) (EON Bank) [EON Finance, DMSB, Bank Rakyat and
EON Bank hereinafter collectively referred as "the EON Finance
Syndicated Lenders"] to settle the balance outstanding sum
amounting to RM31,892,923.02 owing to the EON Finance
Syndicated Lenders.
BACKGROUND INFORMATION
Sri Hartamas Builders Sdn Bhd (Builders) had on 31 July 1996
entered into a Facility Agreement with the EON Finance
Syndicated Lenders to make available to Builders a syndicated
term loan facility amounting to RM50,000,000.00 (the Syndicated
Term Loan) in the following proportion :
1. DMSB RM20,000,000
2. Bank Rakyat RM20,000,000
3. EON Finance RM 5,000,000
4. EON Bank RM 5,000,000
to part finance the working capital requirements of Builders
and its related companies namely Sistem Kejuruteraan Sri
Hartamas Sdn Bhd, Sri Hartamas Contractors Sdn Bhd and Sri
Hartamas Marketing Sdn Bhd. SHB had executed a deed of
corporate guarantee and indemnity as part of the securities for
the Syndicated Term Loan granted by EON Finance Syndicated
Lenders to Builders.
Builders had defaulted in the repayment of the Syndicated Term
Loan. On 14 March 2000, SHB and Builders had entered into a
Supplemental Agreement cum Deed of Novation with the EON
Finance Syndicated Lenders to novate the Syndicated Term Loan
from Builders to SHB whereby SHB shall take over all existing
liabilities and obligations of Builders pertaining to the
Syndicated Term Loan facility.
INFORMATION ON THE CONDO 7 LAND
CMSB is the beneficial owner of Condo 7 Land which is a vacant
development land at Port Dickson measuring 7.07 acres
identified as PT108 (New Lot 1307), within PT2922, H.S.(D)
11967 in Mukim of Si Rusa, Daerah Port Dickson, State of Negeri
Sembilan (the Condo 7 Land).
By a Deed of Assignment dated 14 March, 2000 in favor of EON
Finance as the Agent for the EON Finance Syndicated Lenders
(the Assignment), CMSB assigned all its rights, title and
interest in the Condo 7 Land to EON Finance as additional
security for the Syndicated Term Loan. By virtue of the said
Assignment and pursuant to Section 21 of the Pengurusan
Danaharta Nasional Berhad Act 1998 (the Act), the EON Finance
Syndicated Lenders are deemed to be the secured creditors of
CMSB.
INFORMATION ON THE SETTLEMENT
As at 30 June 2000, the EON Finance Syndicated Lenders has an
Outstanding Amount of RM60,580,624 of which the sum of
RM28,687,700.98 has been settled from the disposals of other
securities held by the EON Finance Syndicated Lenders other
than the said Assignment leaving a balance sum of
RM31,892,923.02 (the Balance Outstanding Sum) to be settled.
The Special Administrators had carried out two tender
exercisers for the sale of the assets of SHB Group including
the Condo 7 Land. However no tender proposal was received for
the Condo 7 Land.
The Workout Proposal of CMSB was approved by Pengurusan
Danaharta Nasional Berhad (Danaharta) and its Secured Creditors
on 14 December 2001 and 28 December 2001 respectively. Pursuant
to the Workout Proposal, the EON Finance Syndicated Lenders had
elected Option I, that is, to set off and transfer the Condo 7
Land to the EON Finance Syndicated Lenders at RM4,960,000
(Transfer Value) in the proportions as detailed under Schedule
1 found at http://www.bankrupt.com/misc/TCRAP_SriHart1220.pdf.
The transfer of the Condo 7 Land to the EON Finance Syndicated
Lenders shall be the full and final settlement of CMSB's
obligation pursuant to the Assignment and the Balance
Outstanding Sum after the set off and transfer of the Condo 7
Land is recoverable by the EON Finance Syndicated Lenders from
SHB or pursuant to any other security documents held by the EON
Finance Syndicated Lenders other than the said Assignment.
CONDITIONS PRECEDENT
The set-off and transfer of the Condo 7 Land to the EON Finance
Syndicated Lenders is subject to the following conditions
precedent:
(i) the approval of the Securities Commission (SC) pursuant to
Chapter 18 of the SC's Guidelines. In this connection, SC has
given it approval for the proposed set off and transfer of the
Condo 7 Land via its letter dated 14 August 2002; and
(ii) the approval of the relevant authorities for the consent
to transfer.
Upon completion of the set off and transfer, the Condo 7 Land
will be transferred on an as-is-where-is basis.
BASIS OF ARRIVING AT THE TRANSFER VALUE
The latest valuation by M/S Jones Lang Wootton dated 20 April
2001 valued the Condo 7 Land at RM4,960,000 based on its forced
sale value. The Transfer Value of RM4,960,000 represents 100%
of the forced sale value.
INFORMATION ON CMSB
CMSB was incorporated in Malaysia under the Companies Act, 1965
on 23 January 1992.
CMSB's present authorized share capital is RM5,000,040 divided
into 5,000,040 ordinary shares of RM1.00 each, of which
5,000,040 ordinary shares of RM1.00 each have been issued and
fully paid up.
CMSB is a wholly-owned subsidiary of SHB.
The principal activity of CMSB is in property development,
including dealing in land. As at to date, the operations of
CMSB have been curtailed.
Special Administrators have been appointed over CMSB on 18
October 2000 by Danaharta pursuant to Section 24 of the
Pengurusan Danaharta Nasional Berhad Act 1998.
INFORMATION ON SRI HARTAMAS BUILDERS SDN BHD (BUILDERS)
Builders was incorporated in Malaysia under the Companies Act,
1965 on 17 November 1988.
Builders's present authorized share capital is RM4,000,000
divided into 4,000,000 ordinary shares of RM1.00 each, of which
4,000,000 ordinary shares of RM1.00 each had been issued and
fully paid up.
Builders is a wholly owned subsidiary of Sri Hartamas
Construction Sdn Bhd, which is in turn a wholly owned
subsidiary of SHB.
Builders is principally engaged as a building contractor. As at
to date, Builders has ceased its business operations.
RATIONALE FOR THE SET OFF AND TRANSFER OF THE CONDO 7 LAND
The Workout Proposal of CMSB was approved by Danaharta and the
Secured Creditors on 14 December 2001 and 28 December 2001
respectively. Pursuant to the Workout Proposal, the EON Finance
Syndicated Lenders had elected Option I, that is, to set off
and transfer the Condo 7 Land to the EON Finance Syndicated
Lenders at RM4,960,000 (Transfer Value) in the proportions as
detailed under Schedule 1. SC has given its approval for the
proposed set off and transfer of the Condo 7 Land via its
letter dated 14 August 2002.
FINANCIAL EFFECTS OF THE SET OFF AND TRANSFER OF THE CONDO 7
LAND
The financial effects of the disposal are as follow :
Share Capital
The proposed disposal will not have any effect on the issued
paid-up share capital of SHB.
Earnings
The proposed disposal will not have any material effect on the
consolidated earnings of SHB Group current financial year
ending 30 June 2003.
Net Tangible Assets (NTA)
The proposed disposal will not have any material effect on the
audited consolidated NTA of SHB Group as at 30 June 2002.
Special Administrators', Directors' and Substantial
Shareholders' Interest
The Board of Directors of SHB as at 18 December 2002 is as
follows :
(i) Tan Sri Dato' Elyas Bin Omar
(ii) Dato' Abdul Rahman Bin Dato' Mohammed Hashim
(iii) Gopala Krishnan s/o Sanguni Nair
(iv) Nirmaljit Singh a/l Surjit Singh
None of the Directors held any shares in SHB as at 18 December
2002.
None of the shareholders of SHB as at 18 December 2002 held
more than 5% of the paid-up capital of SHB.
None of the Special Administrators, Directors and/or
substantial shareholders and/or persons connected with them has
any interest direct and indirectly, in the proposed set off and
transfer of the Condo 7 Land.
SPECIAL ADMINISTRATORS' RECOMMENDATION
The Special Administrators of CMSB are of the view that the set
off and transfer of the Condo 7 Land, is in the best interest
of the stakeholders of CMSB and the terms and conditions
thereof are fair and reasonable in the circumstances.
TRANS CAPITAL: Economic Planning Unit OKs Debt Scheme
-----------------------------------------------------
Further to the announcements made by AmMerchant Bank Berhad
(formerly known as Arab-Malaysian Merchant Bank Berhad) on 31
July 2002, 2 August 2002 and 24 October 2002 in relation to the
Proposed Corporate and Debt Restructuring Scheme of Trans
Capital Holding Berhad, AmMerchant Bank, on behalf of TCHB,
wishes to announce that TCHB has on 17 December 2002 received
the approval of the Economic Planning Unit in relation to the
Proposed Corporate and Debt Restructuring Scheme vide its
letter dated 12 December 2002.
The Proposed Corporate and Debt Restructuring Scheme involves:
- Proposed Share Exchange
- Proposed Debt Settlement Scheme
- Proposed Acquisitions of Acquiree Companies
- Proposed Restricted Issue
- Proposed Placement and Public Issue
- Proposed Transfer of Listing Status
- Proposed waiver for certain of the Vendors from
undertaking a mandatory general offer for the remaining Shares
in AWC
CONTACT INFORMATION: Suites 601 & 602
Komplek Mutiara
125 Jalan Anson
10400 Penang
Tel : 04-227 0363
Fax : 04-227 2011
YTL LAND: All Resolutions Approved at EGM
-----------------------------------------
On behalf of the Board of Directors of YTL Land & Development
Berhad (formerly known as Taiping Consolidated Berhad),
Commerce International Merchant Bankers Berhad is pleased to
announce that the resolutions as set out in the Notice of
Extraordinary General Meeting (EGM) dated 26 November 2002 in
relation to the Proposals have been duly passed by the
shareholders of YTL Land at the EGM of the Company held on
Wednesday, December 18, 2002.
The Proposals collectively refers to:
(i) Proposed Acquisition Of 1,350,000 Ordinary Shares Of Rm1.00
Each, Representing 45% Equity Interest In Syarikat Kemajuan
Perumahan Negara Sdn. Bhd. From Syarikat Pembenaan Yeoh Tiong
Lay Sdn. Bhd., A Wholly-Owned Subsidiary Of Ytl Corporation
Berhad, For A Purchase Consideration Of Rm46,910,392 To Be
Satisfied Through The Issue Of 46,910,392 New Irredeemable
Convertible Preference Shares Of Rm1.00 Each In Ytl Land (YTL
Land Icps 2002/2007) At An Issue Price Of Rm1.00 Per Ytl Land
Icps 2002/2007;
(ii) Proposed Acquisition Of 150,000 Ordinary Shares Of Rm1.00
Each, Representing 5% Equity Interest In Skpn From Pemasaran
Simen Negara Sdn. Bhd. For A Purchase Consideration Of
Rm5,212,266 To Be Satisfied Through The Issue Of 5,212,266 New
Ordinary Shares Of Rm1.00 Each In Ytl Land (Ytl Land Shares) At
An Issue Price Of Rm1.00 Per Ytl Land Share;
(iii) Proposed Acquisition Of 500,000 Ordinary Shares Of Rm1.00
Each, Representing 100% Equity Interest In Bayumaju Development
Sdn. Bhd., A Wholly-Owned Subsidiary Of Ytl Corporation From
Ytl Corporation, For A Purchase Consideration Of Rm38,540,074
To Be Satisfied Through The Issue Of 38,540,074 New Ytl Land
Icps 2002/2007 At An Issue Price Of Rm1.00 Per Ytl Land Icps
2002/2007;
(iv) Proposed Acquisition Of 4,250,000 Ordinary Shares Of
Rm1.00 Each, Representing 100% Equity Interest In Pakatan
Perakbina Sdn. Bhd. (Pakatan) From Spytl And Dato' Hj. Mohd.
Zainal Abidin Hj. Abdul Kadir For A Purchase Consideration Of
Rm147,593,936 To Be Satisfied Through The Issue Of 7,100,000
New Ytl Land Shares At An Issue Price Of Rm1.00 Per Ytl Land
Share And The Balance By Way Of Issue Of 140,493,936 New Ytl
Land Icps 2002/2007 At An Issue Price Of Rm1.00 Per Ytl Land
Icps 2002/2007 And Proposed Debt Settlement Of Rm40,654,488
Owing By Pakatan To Construction Lease (M) Sdn. Bhd., A Wholly-
Owned Subsidiary Of Ytl Corporation To Be Satisfied Through The
Issue Of 40,654,488 New Ytl Land Icps 2002/2007 At An Issue
Price Of Rm1.00 Per Ytl Land Icps 2002/2007;
(v) Proposed Acquisition Of 12,588,204 Ordinary Shares Of
Rm1.00 Each, Representing 30% Equity Interest In Udapakat Bina
Sdn. Bhd., A 70%-Owned Subsidiary Of Pakatan, From Uda Holdings
Berhad For A Purchase Consideration Of Rm20,879,461 To Be
Satisfied Through The Issue Of 7,100,000 New Ytl Land Shares At
An Issue Price Of Rm1.00 Per Ytl Land Share And The Balance By
Way Of Issue Of 13,779,461 New Ytl Land Icps 2002/2007 At An
Issue Price Of Rm1.00 Per Ytl Land Icps 2002/2007;
(vi) Proposed Acquisition Of 12,500 Ordinary Shares Of Rm1.00
Each, Representing 5% Equity Interest In Pyp Sendirian Berhad,
A 95%-Owned Subsidiary Of Pakatan, From Ym Raja Dato' Wahid Bin
Raja Kamaralzaman For A Purchase Consideration Of Rm1,948,219
To Be Satisfied Through The Issue Of 1,948,219 New Ytl Land
Shares At An Issue Price Of Rm1.00 Per Ytl Land Share;
(vii) Proposed Issue Of 100,000 New Irredeemable Convertible
Preference Shares Of Rm1.00 Each In Ytl Land (Ytl Land Icps
2002/2007) To Commerce International Merchant Bankers Berhad At
An Issue Price Of Rm1.00 Per Ytl Land Icps 2002/2007;
(viii) Proposed Increase In The Authorized Share Capital Of Ytl
Land; and
(ix) Proposed Amendments To The Memorandum Of Association Of
Ytl Land And Proposed Adoption Of The New Articles Of
Association Of Ytl Land;
=====================
P H I L I P P I N E S
=====================
BENPRES HOLDINGS: Clarifies "Lopezes Now Open to Sell" Report
-------------------------------------------------------------
Benpres Holdings responded to the news article entitled "Lopezes
now open to selling Meralco" published in the December 16, 2002
issue of the Philippine Daily Inquirer.
The article reported that: "From 'never' to 'not right now.' The
harsh realities of running a bleeding conglomerate are
apparently catching up with the Lopez family. Benpres Holdings
Corp. Chairman Oscar Lopez hinted to the Inquirer that his
family was now considering the possibility of giving up the
Manila Electric Co.- the crown jewel of the Lopez group's media,
power, water services and property empire--in the same manner
that it was now dismantling its debt-laden water concessionaire,
Maynilad Water Services Inc. 'It's a dynamic world. Who knows
what the future holds? We used to own 100 percent of Meralco,
and now we own 19 percent, 'Lopez told Inquirer editors and
reporters.
Benpres Holdings Corporation (BPC), in its letter to the
Exchange dated December 17, 2002, advised that:
At the outset, please be advised that the shares of Meralco are
owned by First Philippine Holdings Corporation, which is in
turn, majority owned by Benpres.
" The headline does not correctly reflect the intentions of the
major stockholder of Benpres. As stated in the same article, the
Chairman of the Board of Benpres, Mr. Oscar Lopez, 'clarified
that giving up Meralco was not an option that his family was
considering right now."
For a copy of the press release, visit
http://bankrupt.com/misc/tcrap_benpres1219.pdf
CEBU MEDICAL: Metro Cebu Rotary Club Extends Help
-------------------------------------------------
The Rotary Club of Metro Cebu (RCMC) has signed a Memorandum of
Agreement (MoA) with Cebu City Mayor Tomas Osmena that it will
assist the city government in helping improve the facilities of
the Cebu City Medical Center (CCMC) despite the threat to
closing the medical facility, the Freeman said on Thursday.
The report said that the club will help improve the facilities
at the OB Ward and Delivery Section of the hospital.
The project will be bankrolled by funds generated by the club,
and contributions from the Rotary Club of Long Meadows in
Maryland in the United States and the Rotary International
Foundation amounting to over half a million pesos.
Past RCMC President Mars Pastor said the club is willing to
continue improving the facilities for as long as its help is
still needed by the city government.
According to the Troubled Company Reporter-Asia Pacific, Cebu
City Mayor Tomas Osmena has ordered the City Council to give the
Cebu City Medical Center (CCMC) no more than a six-month budget
to June next year, leaving the option of closing the hospital in
July if he sees no "positive development."
Instead of the 105 million pesos budget for the hospital as
included in the 2003 annual appropriations, Osmena said he
wanted it halved.
"We will spend the remaining 50 million pesos either for their
termination fees, or to continue their operation for six more
months," Osmena said.
NATIONAL POWER: Selling $250M Bonds to Goldman
----------------------------------------------
National Power Corporation (Napocor) will sell $250 million of
zero-coupon bonds to Goldman Sachs Group Inc. at a discount, the
Philippine Daily Inquirer and Bloomberg said Thursday.
Napocor, which will use proceeds to meet its financing
requirements this year, will only get $150 million, the report
said.
Zero-coupon bonds, which don't pay interest, are usually sold at
a discount, and the difference between the discount and the face
value is the return. The power utility, which needs $1.5 billion
this year to pay debt and fund operations, sold $500 million of
yen-denominated bonds last week.
It is planning to sell $250 million of dollar- denominated bonds
next year, which would be guaranteed by Asian Development Bank
(ADB).
PHILIPPINE LONG: Cuts Debts by $130M
------------------------------------
Philippine Long Distance Telephone Co. (PLDT) has reduced debts
by $130 million this year, the Malaya Newspaper said on
Thursday.
PLDT secured a $50 million loan from a consortium of Arab banks
led by Shamil Bank of Bahrain, adding up total refinanced
obligations to $720 million this year, PLDT President Manuel
Pangilinan said.
The telecom giant has $720 million in maturing obligations
between 2002 and 2004.
Meanwwhile, AFX Asia reported that other lenders included Union
Banque Arabe Francaise, Dubai's Emirates Bank International,
Saudi Arabia's Al Jazeera Bank and Malaysia's Bank Islam.
Pangilinan said PLDT expects unit Smart Communications Inc. to
be "probably" debt-free in two to three years, with cash flows
seen staying healthy and debt levels capped at around US$500
million.
PHILIPPINE LONG: Projects Better Debt-Equity Ratio by 2004
-----------------------------------------------------------
Philippine Long Distance Telephone Co. (PLDT) projects the debt-
to-equity ratio of its fixed line business to improve to 1:1 by
2004 from the current level of 1.7 to 1.8, the Philippine Star
said on Thursday.
The Company is also looking at earnings before interest, taxes,
depreciation, and amortization (EBITDA) this year of P44
billion.
The Company has just closed a five-year, $50 million sale of
future receivables from certain defined telecom assets into a
special purpose vehicle being funded by a group of purchasers
arranged by Crosby, the pan Asian investment bank.
In 2002, Pangilinan disclosed that they were able to reduce the
fixed line business' debts by $130 million.
He said about $644 million of the $1.3 billion indebtedness
maturing between now and 2004 were refinanced from external
sources, including a $149 million loan from the German financing
institution KtW, a $145-million syndicated loan, and the $350
million proceeds from a bond float.
PHILIPPINE LONG: Union to Strike Before Christmas
-------------------------------------------------
Employees of the Philippine Long Distance Telephone Co. (PLDT)
will go on strike before Christmas this year, the Freeman
reports.
Pete Pinlac, the President of Manggagawa ng Komunikasyon sa
Pilipinas, was in Cebu on December 17 to mobilize 500 union
members in the city in preparation for their upcoming strike.
The union is protesting PLDT's planned closure of eight regional
traffic exchanges nationwide which will affect 546 employees.
The exchanges, which handle 108 and 109 calls, are being planned
for closure in January.
The 6,700 union members nationwide have appealed to the general
public for understanding over the possible inconvenience due to
their impending strike.
On the other hand, PLDT assured that they are taking measures to
ensure minimal disruption in their operations should the strike
go on.
PHILIPPINE PHILREALTY: Court OKs Suspension of Debt Payments
------------------------------------------------------------
Philippine Realty Holdings Corp. has secured court approval for
the suspension of debt payments as part of its corporate
rehabilitation scheme, Manila Bulletin reports.
The Company did not specify in its disclosure the amount of
debt, which it seeks to restructure, but the Philippine Stock
Exchange revealed total debts at 2.2 billion pesos at the end of
2001. Of the total loans, 227.71 million pesos were short-term,
while 2.005 billion pesos were long-term, the report said.
The Company has appointed Ricardo Ysmael as its rehabilitation
receiver.
=================
S I N G A P O R E
=================
ASIA PULP: GE, Export-Credit Agencies Reject Debt Plan
------------------------------------------------------
General Electric Capital Corp. and other creditors of Asia Pulp
& Paper Co rejected a government-brokered plan that would pay
them half the $13 billion owed by the group, saying 21 months of
talks have gone nowhere, according to Bloomberg on Wednesday.
``The whole process is now back to square one,'' said Daniel Fan
of DebtTraders Ltd. in Hong Kong, a bondholder of one of four
Indonesian operating units of the Singapore-based company.
``This is a lost opportunity for Indonesia to move forward.''
The rejection of the plan underscores the government's failure
to persuade investors it's serious about protecting their
rights. More than $60 billion of overdue debt hasn't been
repaid.
The move by GE, Oaktree Capital Management LLC, Gramercy
Advisors LLC and export-credit agencies from Japan, Sweden, the
U.S. and Germany follows a rejection last week by bondholders
owed about $3 billion. It comes 19 days before Deutsche Bank AG
again asks a Singapore court to replace Asia Pulp's management.
``Deutsche Bank needs to win its appeal to remove APP's
management in Singapore, Indonesia and China as nothing else is
going to change things,'' Fan said.
Deutsche and BNP Paribas SA are appealing against an August 22
decision by Singapore's High Court rejecting their application
to have the management of Asia Pulp replaced because debt-
restructuring talks had made no progress.
CK TANG: Net Loss Widens to $10.1M
----------------------------------
CK Tang widened its net loss to $10.1 million versus a loss of
$7.4 million in the same period last year, Business Times said
on Thursday. The Company cited weak consumer sentiment as a
result of global uncertainties.
The group's total net losses for the past nine-and-a-half
financial years reached $155 million. The group said while
consumer sentiment will remain weak and the impending GST
increase will further dampen spending, it is encouraged by its
cost-cutting and margin-improvement measures. The retailer does
not expect to be profitable for the next reporting period.
KONAMI CORP: Dissolution of Subsidiary
--------------------------------------
The Board of Directors of Konami Corporation has decided to
dissolve its wholly owned subsidiary, Konami Asia (Singapore)
Pte. Ltd.
The unit was established in Singapore as a holding Company for
sales subsidiaries in Asia. However, there is no longer need for
a holding Company as a result of the reorganization of the
Konami group sales subsidiaries. As a result, Konami has decided
to dissolve the subsidiary.
For a copy of Konami Asia (Singapore) Pte. Ltd.'s profile, visit
http://bankrupt.com/misc/tcrap_konami1219.pdf
NATSTEEL LTD: Post Changes in Shareholder's Interest
----------------------------------------------------
Natsteel Limited posted a notice of changes in substantial
shareholder Cameo International Finance Ltd's interest:
Date of notice to company: 18 Dec 2002
Date of change of deemed interest: 17 Dec 2002
Name of registered holder: Standard Chartered Bank
Circumstance(s) giving rise to the interest: Open market
purchase
Shares held in the name of registered holder
No. of shares which are the subject of the transaction:
7,473,000
% of issued share capital: 2
Amount of consideration per share excluding brokerage,GST,stamp
duties,clearing fee: $2.05
No. of shares held before change: 92,944,313
% of issued share capital: 24.913
No. of shares held after change: 100,417,313
% of issued share capital: 26.92
Holdings of Substantial Shareholder including direct and deemed
interest
Deemed Direct
No. of shares held before change: 92,944,313
% of issued share capital: 24.913
No. of shares held after change: 100,417,313
% of issued share capital: 26.92
Total shares: 100,417,313
Based on 373,078,237 shares issued as at 16 December 2002.
No. of shares which are the subject of the transaction :
Including the purchase of 3,331,500 shares, 734,000 shares and
707,000 shares from Ang Kong Hua, Gan Kim Yong and Lim Say Yan
respectively.
NATSTEEL LIMITED: 98 Holdings Ups Offer to $2.06
------------------------------------------------
98 Holdings has raised its offer for NatSteel Limited by $0.01
to $2.06, Kelive reports. The latest to shareholders offer
expires on January 3, 2003. As of December 18, 2002, 98
Holdings had secured 31.9 percent of NatSteel's share capital.
According to a statement released by the group, 98 Holdings have
done this because of the uncertainties arising from the
announcements made by Sanion regarding the assets and future
business requirements of the NatSteel Group. Although 98
Holdings believe that $2.05 per share represents fair value, it
has revised its offer to $2.06. Kelive believe it is a stall
tactic as the group has garnered insufficient acceptances thus
far. 98 Holdings is likely to continue to purchase shares on
the market.
Kelive continue to advise shareholders to accept the offer.
For more information on Kelive market analysis, go to
http://www.kelive.com/kelive/userview/Home.jsp
SAN TEH: Chinese Unit Enters Liquidation
----------------------------------------
The Board of Directors of San Teh Ltd announced that the
Company's 100 percent-owned subsidiary, San Teh Xing Shanghai Co
Ltd STXSC has recently been liquidated. The subsidiary is
located in the People's Republic of China.
STXSC has been dormant since its incorporation. The liquidation
of STXSC will not have a material impact on the results of the
Group for the financial year ending 31 December 2002.
===============
T H A I L A N D
===============
ABICO HOLDINGS: Releases 2003 Annual Holidays
---------------------------------------------
Abico Holdings Public Company Limited announced the details of
the Company 2003 annual holidays, as follows:
Wednesday 1 January New Year's Day
Monday 17 February Makha Bucha Day
Monday 7 April Chakri Memorial Day
Monday 14 April Songkran Featival Day
Tuesday 15 April Songkran Featival Day
Thursday 1 May Nation Labor Day
Monday 5 May Coronation Day
Thursday 15 May Visakha Bucha Day
Monday 14 July Buddist Lent Day
Tuesday 12 August H.M.The Queen's Birthday
Thursday 23 October Chulalongkorn Day
Friday 5 December H.M.The King's Birthday
Wednesday 10 December Constitution Day
Wednesday 31 December New Year's Eve
RAIMON LAND: Posts Rehabilitation Progress Update
-------------------------------------------------
In reference to the rehabilitation plan of Raimon Land Public
Company Limited and the appointment of Raimon Land Planner Co.,
Ltd. as the Plan Administrator, approved by the Central
Bankruptcy Court on 8th November, 2001..
Raimon Land Planner Co., Ltd. informed that the Company has
proceeded with and implemented certain steps in accordance with
the plan, the details of which are set out at
http://www.bankrupt.com/misc/TCRAP_Raimon1220.pdf
The Planner would like to notify the progress of the
Rehabilitation Plan to SET and request the information is
disclosed to investors accordingly.
CONTACT INFORMATION: Khun Nitaya Phuprasitsak
Raimon Land Planner Co., Ltd.
Telephone no. 0-2654-9600-4.
SAND AND SOIL: Files Business Reorganization Petition
-----------------------------------------------------
Sand And Soil (Bangkok) Company Limited (DEBTOR), engaged in
import and sale of chemical products used in many industries,
filed its Petition for Business Reorganization to the Central
Bankruptcy Court:
Black Case Number 1054/2543
Red Case Number 12/2544
Petitioner : SAND AND SOIL (BANGKOK) COMPANY LIMITED
Planner: Mr. Paramiat Kajonvittaya
Debts Owed to the Petitioning Creditor : 408,080,056.32 Baht
Date of Court Acceptance of the Petition : December 19, 2000
Date of Examining the Petition: January 16, 2001 at 9.00 AM
Court Order for Business Reorganization and Appointment of
Planner : January 16, 2001
Announcement of Court Order for Business Reorganization and
Appointment of the Planner in Matichon Public Company Limited
and Siam Rath Company Limited: January 26, 2001
Announcement of Court Order for Business Reorganization and
Appointment of the Planner in Government Gazette : February 20,
2001
Deadline for the Planner to submit the Reorganization Plan to
Official Receiver : May 20, 2001
Planner postponed the date of submitting the reorganization plan
#1st to June 20, 2001
Planner postponed the date of submitting the reorganization plan
#2nd to July 20, 2001
Appointment date for the Meeting of Creditors to consider the
plan : August 28, 2001 at 13.30 am. Convention Room 1104, 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 November 1, 2001
Announcement of Court Order Cancelled the Petition for Business
Reorganization in Matichon Public Company Limited and Siam
Rath Company Limited: November 13, 2001
Announcement of Court Order Cancelled the Petition for Business
Reorganization in Government Gazette : November 29, 2001
Contact : Miss Pataree Tel, 6792525 EXT 143
TPI POLENE: Undergoes Equity Fund Raising Via Public Offering
-------------------------------------------------------------
TPI Polene Public Company Limited, as its own Plan
Administrator, further informed that the Subscription Agreement
mutually signed by the Company and Siam City Cement Plc. on
February 25, 2002 was expired on May 26, 2002 and there has been
no extension to such Subscription Agreement since then.
The Company, therefore, is in the preparation process of the
equity fund raising by way of public offering for the amount of
at least US$180 million to comply with the Business
Reorganization Plan as detailed in the Company's letter no.
thor. hor. 15/2002 dated December 17, 2002 sent to the Stock
Exchange of Thailand.
TPI POLENE: Posts Financial Statements Revisions
------------------------------------------------
TPI Polene Public Company Limited posted the revised versions of
its financial statements and consolidated financial statements
for the first, second and third quarter of this year, which have
been reviewed by the statutory auditor of the Company, in order
to comply with the generally accepted accounting principles
practiced in Thailand. The adjustments made by the Company,
which have effects on the financial statements, are as follows;
1. Recording loss on impairment of an investment in the listed
security (an investment in shares of Thai Petrochemical Industry
Plc.) in the consolidated and the Company's statements of income
for the year 2000 for the amount of Baht 1,576 million.
2. Canceling income on the reversal of the accrued default
interest payable (as of November 30, 1999) in the consolidated
and the Company's statements of income for the year 2001 for the
amount of Baht 2,068 million and Baht 1,931 million,
respectively.
However, in case the Company can complete the equity raising for
the amount of at least US$180 million, the Company then can
recognize income on the reversal of the accrued default
interest, which shall be calculated in accordance with the
generally accepted accounting principles practiced in Thailand,
3. Recording loss on impairment of mixer trucks of TPI Concrete
Co., Ltd., a subsidiary company, in the consolidated and the
Company's statements of income for Q2/2002 for the amount of
Baht 145.1 million.
* DebtTraders Real-Time Bond Pricing
------------------------------------
Issuer Coupon Maturity Bid - Ask Weekly change
----- ------ -------- --------- -------------
Asia Pulp & Paper FRN due 2001 2.5 - 3.5 -3
Asia Pulp & Paper 11.75% due 2005 30.5 - 31.5 -0.5
APP China 14.0% due 2010 28 - 30 -1
Asia Global Crossing 13.375% due 2006 10 - 12 +1
Bayan Telecom 13.5% due 2006 16 - 18 0
Daya Guna Sumudera 10.0% due 2007 1 - 3 -1
Hyundai Semiconductor8 .625% due 2007 61 - 64 0
Indah Kiat 11.875% due 2002 35 - 36 +1
Indah Kiat 10.0% due 2007 26.5 - 28.5 -0.5
Paiton Energy 9.34% due 2014 70 - 75 0
Tjiwi Kimia 10.0% due 2004 24 - 26 -2
Zhuahi Highway 11.5% due 2008 35 - 37 0
Bond pricing, appearing in each Friday's edition of the
TCR-AP, is provided by DebtTraders in New York. DebtTraders is
a specialist in global high yield securities, providing clients
unparalleled services in the identification, assessment, and
sourcing of attractive high yield debt investments. For more
information on institutional services, contact Scott Johnson at
1-212-247-5300. To view our research and find out about private
client accounts, contact Peter Fitzpatrick at 1-212-247-3800.
Real-time pricing available at www.debttraders.com
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
publication in any form (including e-mail forwarding, electronic
re-mailing and photocopying) is strictly prohibited without
prior written permission of the publishers. Information
contained herein is obtained from sources believed to be
reliable, but is not guaranteed.
The TCR -- Asia Pacific subscription rate is $575 for 6 months
delivered via e-mail. Additional e-mail subscriptions for
members of the same firm for the term of the initial
subscription or balance thereof are $25 each. For subscription
information, contact Christopher Beard at 240/629-3300.
*** End of Transmission ***