/raid1/www/Hosts/bankrupt/TCRAP_Public/021230.mbx
T R O U B L E D C O M P A N Y R E P O R T E R
A S I A P A C I F I C
Monday, December 30, 2002, Vol. 5, No. 256
Headlines
A U S T R A L I A
AUSTAR UNITED: CHAMP Becomes Substantial Shareholder
CLEARWATER GROUP: Secures Convertible Loan Note Facility
GOODMAN FIELDER: Seeks Clarification of Takeover Conditions
HIH INSURANCE: Discloses Royal Commission's Sitting Schedule
IWL LIMITED: Schedules January 17 AGM
TELEVISION & MEDIA: Disposing of Val Morgan for A$2.5M
C H I N A & H O N G K O N G
401 HOLDING: Trims Net Loss to HK$12.9M
CAPITAL STRATEGIC: Operations Loss Widens to HK$21.9M
EMPEROR IHTERNATIONAL: Cuts Operations Loss to HK$33.3M
G.S.R. INTERNATIONAL: Winding Up Hearing Scheduled in January
GROUPRO INTERNATIONAL: Winding Up Sought by Herawati
ORIENT CHANNEL: Winding Up Petition Hearing Set
TA HING: Faces Winding Up Petition
TACK HSIN: Ups Operations Loss to US$18.45M
I N D O N E S I A
INDOMOBIL SUKSES: Sells ISI Stake to Repay Debt
SEMEN GRESIK: November Cement Sales Down to 1.7M Tonnes
J A P A N
AIR RESEARCH: Court Approves Special Liquidation
HOKKAIDO INTERNATIONAL: Widens 1H02 Net Loss to Y1.4B
NIIGATA ENGINEERING: Discharge From Certain Obligations
NIPPON YUSEN: Liquidating Two Panama Units
NIPPON YUSEN: Formulates Logistic Strategy Plan
NTT COMMUNICATIONS: Acquiring All DreamNet Shares
OHIRA KAIHATSU: Golf Course Applies For Rehabilitation
RESONA HOLDINGS: Launching New Unit in Cayman Islands
SUMITOMO METAL: Joining Forces With Nippon Steel
TOMEN CORPORATION: Highlights "Renovation Plan" Progress
TOMEN CORPORATION: President Attends Meeting on Business Plan
UFJ GROUP: Accelerating Efforts to Find Business Solutions
K O R E A
CHOHUNG BANK: Shinhan Issue Shares to Finance Purchase
DAEWOO GROUP: Ex-Chief Shares Thoughts on Past, Future
HYNIX SEMICON: Creditors Provide Financing for LCD-Unit Sale
HYNIX SEMICONDUCTOR: Seeking Alliance With STMicroelectronics
HYUNDAI MERCHANT: KFTC Wavers on Punishment for HMM
KOREA ELECTRIC: Buying Back 10M Shares
M A L A Y S I A
ABRAR CORPORATION: SC OKs Proposed Restructuring Scheme
AFFIN HOLDINGS: Losing Unit Ceases Operations
ASSOCIATED KAOLIN: Passes Ordinary Resolutions at 26th AGM
DENKO INDUSTRIAL: Warrants Price Pre-Fixing Request Granted
CSM CORPORATION: Executive Director Palaniappan Resigns
CSM CORPORATION: KLSE Suspends Securities Trading
INNOVEST BERHAD: Submits Striking-Off Application to Registrar
KIARA EMAS: Shareholders OK All Resolutions at 7th AGM
METROPLEX BERHAD: Debt Restructuring Negotiations Ongoing
MOL.COM BERHAD: Seeks Proposed Rights Issue Time Extension
MWE HOLDINGS: Further Reorganizes Dormant Subsidiaries
SATERAS RESOURCES: Provides Additional Winding-Up Petition Info
SOUTH MALAYSIA: Posts Additional Corporate Exercise Info
SRIWANI HOLDINGS: Posts Change in Boardroom Notice
TAI WAH: Enters Participation Agreement With New White Knight
TECHNO ASIA: Revaluates Group's Fixed Assets
UNITED CHEMICAL: Court Dismisses Summary Judgment Application
P H I L I P P I N E S
ASIAN TERMINALS: Signs P1.32B Notes Facility With Banks
DIGITAL TELECOMMUNICATIONS: Arroyo Signs Digitel Franchise
EVERFLOW GROUP: SEC Files Criminal Raps Versus Owners
NATIONAL POWER: Posts FY02 Net Loss of US$470.54M
PHILIPPINE LONG: Clarifies Issuance of P2B Notes Report
S I N G A P O R E
L&M GROUP: Posts Notice of Shareholder's Interest
NATSTEEL LTD: Anti-Dumping Orders Expire
PENTION INTERNATIONAL: Unveils Financial Results
T H A I L A N D
CALCIUM PRODUCT: Files Business Reorganization Petition
EASTERN WIRE: Updates Reorganization Plan Status
MODERN HOME: Share Registered Book Closing Date January 10
RAIMON LAND: Posts Warrants Offering Results
VINYTHAI PUBLIC: TRIS Rates Bt7,400 Sr Secured Debentures "BBB"
- - - - - - - -
=================
A U S T R A L I A
=================
AUSTAR UNITED: CHAMP Becomes Substantial Shareholder
----------------------------------------------------
CHAMP SPV Pty Ltd became a substantial shareholder in Austar
United Communications Limited on 20 December 2002 with a
relevant interest in the issued share capital of 576,074,817
ordinary shares (80.7%).
The substantial holder has acquired a relevant interest in the
securities under section 608(3) and 608(8) of the Corporations
Act 2001 by entering into the Master Agreement between United
Asia/Pacific Communications, Inc and CHAMP SPV Pty Ltd dated
20/December/2002 and the Reorganization Agreement between United
Australia Holdings Inc and CHAMP SPV Pty Ltd dated
20/December/2002 (Reorganization Agreement).
CLEARWATER GROUP: Secures Convertible Loan Note Facility
--------------------------------------------------------
The Board of Directors of Clearwater Group Limited are pleased
to announce that Clearwater has secured a A$3.1 million
Convertible Loan Note Facility from a group of individual
investors, with scope to extend the Facility to A$4 million, and
has received acceptances of 36% under its takeover bid for QR
Sciences.
TERMS OF THE FACILITY
The Company may issue up to 4 million loan notes with a face
value of $1 each.
Once applications are received by the Company, they cannot be
withdrawn. Each applicant will receive a facility fee in equity
equal to 10% of the face value of all notes for which they have
applied (in cash or fully paid ordinary shares ("Shares") at the
Company's option). As to date, the Company has secured
applications for 3.1 million loan notes.
The Company may issue loan notes at its discretion (which must
be done so proportionally to all applicants) up to the maturity
date of the facility, which is 31 January 2004. The Company must
repay all principal and accrued interest outstanding as at the
maturity date in cash, unless earlier converted into Shares (see
below) or repaid in cash.
Interest is payable on all notes issued at a rate of 10% per
annum; interest is capitalized at the end of each interest
period and forms part of the principal repayable.
Noteholders can elect to convert their notes into Shares at a
price equal to the lower of 20 cents and 80% of the average
weighted price of the Shares traded on ASX on the 5 business
days before the date on which the principal is required to be
repaid.
Applicants may also elect to acquire Shares for the same price
in relation to those loan notes applied for but not issued by
the Company, by paying cash to the Company.
Where shareholder approval for the issue of Shares is required
and the approval is not given, the relevant amount which was not
approved for conversion shall continue to be repayable in the
normal course, subject to interest on the principal reverting to
a rate of 15% per annum, recalculated from the date of issue of
those notes. A commitment fee of 2.5% of the weighted average
over the previous three month period of the face value of notes
applied for but not issued by the Company is also payable to
those noteholders or applicants (as the case may be) to whom the
issue of Shares was not approved by the Company's shareholders.
THE TAKEOVER BID
The Company currently has a 36% shareholding in QR Sciences
Limited.
On 23 December 2002, the Company announced to ASX that the bid
is free from non-statutory conditions. The takeover bid is due
to close at 5.00pm (WST) on 30 December 2002.
The Company is preparing a prospectus for its re-admission to
the Australia Stock Exchange Official List and anticipates it
will be lodged shortly and closed mid January 2003. The Company
will seek immediate re-quotation of its securities at this time.
GOODMAN FIELDER: Seeks Clarification of Takeover Conditions
-----------------------------------------------------------
In the interests of shareholders, Goodman Fielder Limited's
Board has sought to clarify certain conditions in Burns Philp's
Bidder's Statement that do not comply with the Corporations Act
and accepted market practice.
Goodman Fielder's Board of Directors is seeking to ensure that
Goodman Fielder shareholders receive a Bidder's Statement that
provides certainty and complies with the Corporations Act and
that shareholders do not assume the risk appropriately
attributed to the bidder.
Goodman Fielder's Chairman, Dr Keith Barton, said "the Board is
seeking to ensure that any takeover bid made to Goodman Fielder
shareholders is subject to conditions which are clear, certain
and legitimate.
"To that end, we have requested the removal of conditions which
breach the Corporations Act, are unprecedented in takeover bids
in Australia and do not accord with current practice in mergers
and acquisitions in the United States or the United Kingdom,"
said Dr Barton.
The conditions in question are the:
* financing condition in clause 9.6(q) of the Bidder's
Statement, which effectively makes the bid subject to finance.
* accounting conditions requiring that directors of Goodman
Fielder confirm certain matters concerning historical and
forecast earnings, and liabilities. (Clauses 9.6(g) and 9.6(h)
of the Burns Philp Bidder's Statement).
* condition that there be no event, which has or may have a
material adverse effect on Burns Philp. (Clause 9.6(k) of the
Bidder's Statement).
Dr Barton said, "In terms of the condition for earnings and
liabilities confirmations from target directors, Goodman
Fielder, in accordance with its legal obligations as a public
company, has published accounts and met its ASX listing rule
continuous disclosure obligations, which are rigorously
scrutinized under corporate governance requirements in
Australia.
"These accounts are also subject to an independent audit by
Ernst & Young. Over the past three years, referred to in the bid
conditions, there have been no qualifications to Goodman
Fielder's accounts and, as we told our shareholders at this
year's AGM, the Board is firmly committed to monitoring the
company's corporate governance practices and rigorously testing
our compliance levels.
"Given these circumstances, we believe Burns Philp should rely
on our audited accounts and ASX disclosures rather than seek to
transfer the financial risk of a hostile bid to the target
company Directors," said Dr Barton.
"In recent years, there have not been any bids in Australia
subject to the finance condition included in the Burns Philp
bid. Fulfilling the financing condition is within the control of
Burns Philp and this is not permitted under the Corporations
Act.
"The bid is subject to pre-conditions and events of default
under the funding arrangements. The Bidder's Statement does not
specify all of these conditions and therefore shareholders are
uncertain as to whether the bid funding is available. The
Corporations Act implicitly requires, and market practice has
been, that bidders have firm finance in place before announcing
a bid, yet the Burns Philp takeover bid seeks to place the bid
funding risk on Goodman Fielder shareholders.
"It is also unacceptable for Goodman Fielder shareholders to be
required to bear the risk of a material adverse change to Burns
Philp, again an unprecedented condition.
"In light of these legal concerns, your Board is seeking urgent
clarification of these issues. Our continued advice to
shareholders is to delay making a decision until you receive the
Board's formal recommendation in response to the bid, which will
be contained in our Target Statement. We remain committed to
acting in the best interests of our shareholders," said Dr
Barton.
HIH INSURANCE: Discloses Royal Commission's Sitting Schedule
------------------------------------------------------------
The HIH Royal Commission will sit from Monday 13 January 2003,
for counsel assisting and parties to speak to their closing
submissions. The sitting times are usually Monday to Friday
9:30AM to 11AM, 11:15AM to 12:45PM; and 2:15PM to 3:30PM and
3:45PM to 4:30PM, Level 8, 'The Landmark' 345 George Street,
Sydney.
IWL LIMITED: Schedules January 17 AGM
-------------------------------------
IWL Limited notified that its Annual General Meeting will be
held at 10:00 in the morning on Friday 17 January 2003 at the
offices of Ernst & Young, Level 33, 120 Collins Street,
Melbourne.
BUSINESS
1. To receive and consider the financial, directors' and
auditor's reports of the Company and of the controlled entities
for the year ended 30 June 2002.
2. Re-election of Paul Collins as a director of the Company.
3. Election of David Spreadbury as a new director of the
Company.
4. Election of Peter Delprado as a new director of the Company.
5. Election of Colin Scully as a new director of the Company.
6. That, for the purposes of section 256C of the Corporations
Act and all other purposes, the capital of the Company be
reduced by means of a distribution to the holders of fully paid
ordinary shares in the Company of $0.02 cents per share, being
an aggregate of approximately $5,673,046 as at the date of the
Explanatory Memorandum, such distribution to be made pro rata to
the number of fully paid ordinary shares held by each
shareholder on the register as at 24 January 2003.
7. To transact any other business which may be lawfully brought
forward.
According to Wrights Investors' Service, the Company has paid no
dividends during the last 12 months and reported losses during
the previous 12 months.
TELEVISION & MEDIA: Disposing of Val Morgan for A$2.5M
------------------------------------------------------
The Greater Union Organisation Pty Limited (Greater Union) is a
wholly owned subsidiary of Amalgamated Holdings Limited. Greater
Union, together with Hoyts Cinemas Australia (Hoyts) and
Village Roadshow Limited (Village), is a major user of the
cinema advertising services provided by Val Morgan and Co
(Australia) Pty Limited, Media Entertainment Group Pty Limited
and Independent Cinema Advertisers Pty Limited (collectively
`Val Morgan'). Val Morgan has recently experienced severe
financial difficulties, the details of which have been well
published. Greater Union, Hoyts and Village have
continued to exhibit the advertising placed by Val Morgan.
Val Morgan is Australia's only national cinema advertiser and
holds exclusive advertising contracts over almost all cinema
screens in Australia. The company also operates through joint
ventures in the United Arab Emirates, certain South American
countries and has a controlled entity in New Zealand.
In order to maintain the availability and continuity of cinema
advertising into the future Greater Union, Hoyts and Village
(the acquiring exhibitors) have, through a joint venture
company, acquired Val Morgan from its owner Television Media
Services Limited (TMS). The acquiring exhibitors of Val Morgan
have provided various releases to TMS in exchange for the shares
of Val Morgan and a deferred payment of $2.5 million.
Greater Union, Hoyts and Village have sought and received
conditional approval from the Australian Competition and
Consumer Commission (ACCC) for this course of action. As a
condition of this approval, and after extensive consultation
with the ACCC the following undertakings from Greater Union,
Hoyts and Village in relation to cinema advertising have been
accepted:
* Two of the acquiring exhibitors will divest their stake in
Val Morgan within 18 months of the acquisition of the JV
Company;
* The undertakings will remain in effect until such time as
any advertising contracts existing between Val Morgan and the
divesting exhibitors cease to remain in force. Such contracts
are limited in the undertakings to 12 months in duration;
* Val Morgan will honor existing contracts with independent
cinema exhibitors and offer them new cinema advertising
contracts when existing contracts expire; and
* Val Morgan will guarantee minimum contractual terms to be
offered to independent cinema exhibitors. The undertakings also
incorporate procedures and checks to ensure the independent
exhibitors are dealt with fairly.
It is the intention of the JV Company to run Val Morgan for only
18 months in order to restore it to financial viability.
Existing contracts with the acquiring exhibitors will either be
renegotiated or new contracts entered into with Val Morgan on
reduced terms than are presently received.
================================
C H I N A & H O N G K O N G
================================
401 HOLDING: Trims Net Loss to HK$12.9M
---------------------------------------
401 Holdings Limited announced on 20 December 2002:
Year end date: 31/03/2003
Currency: HKD
Auditors' Report: N/A
Review of Interim Report by: Audit Committee
(Unaudited )
(Unaudited ) Last
Current Corresponding
Period Period
from 01/04/2002 from 01/04/2001
to 30/09/2002 to 30/09/2001
Note ('000) ('000)
Turnover : 3,494 11,950
Profit/(Loss) from Operations : (11,537) (36,967)
Finance cost : (1,258) (1,987)
Share of Profit/(Loss) of
Associates : (86) (213)
Share of Profit/(Loss) of
Jointly Controlled Entities : N/A N/A
Profit/(Loss) after Tax & MI : (12,908) (36,186)
% Change over Last Period : N/A %
EPS/(LPS)-Basic (in dollars) : (0.0008) (0.0026)
-Diluted (in dollars) : N/A N/A
Extraordinary (ETD) Gain/(Loss) : N/A N/A
Profit/(Loss) after ETD Items : (12,908) (36,186)
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
CAPITAL STRATEGIC: Operations Loss Widens to HK$21.9M
-----------------------------------------------------
Capital Strategic Investment Limited announced on
20 December 2002:
Year end date: 31/3/2003
Currency: HKD
Auditors' Report: N/A
Review of Interim Report by: Audit Committee
(Unaudited)
(Unaudited) Last
Current Corresponding
Period Period
from 1/4/2002 from 1/4/2001
to 30/9/2002 to 30/9/2001
('000) ('000)
Turnover : 173,127 21,323
Profit/(Loss) from Operations : (21,929) (17,380)
Finance cost : (333) (355)
Share of Profit/(Loss) of Associates: - (8,801)
Net gain on disposal on interest in
subsidiaries : 2,150 7,098
Loss on disposal/dilution of interest in
associates : - (10,654)
Gain on disposal of investment in
securities : 47,746 -
Profit/(Loss) after Tax & MI : 27,539 (30,065)
% Change over Last Period : N/A
EPS/(LPS)-Basic : 2.1 cents (3.6
cents)
-Diluted : 2.1 cents (3.6
cents)
Extraordinary (ETD) Gain/(Loss) : - -
Profit/(Loss) after ETD Items : 27,539 (30,065)
Interim Dividend per Share : Nil Nil
(Specify if with other options) : - -
B/C Dates for Interim Dividend : N/A
Payable Date : -
B/C Dates for (-) General Meeting : N/A
Other Distribution for Current Period : N/A
B/C Dates for Other Distribution : N/A
Remarks:
LOSS FROM OPERATIONS
Loss from operations has been arrived at after charging:
Six months ended
30th September,
2002 2001
HK$'000 HK$'000
Depreciation of property, plant and equipment 477 778
Amortization of goodwill included in other
expenses 187 1,012
----- ------
Total depreciation and amortization 664 1,790
=== =====
EMPEROR IHTERNATIONAL: Cuts Operations Loss to HK$33.3M
-------------------------------------------------------
Emperor International Holdings Limited posted its interim
financial report year end date March 31 2003:
Currency: HKD
Auditors' Report: N/A
Review of Interim Report by: Auditors
(Unaudited)
(Unaudited) Last
Current Corresponding
Period Period
from 01/04/2002 from 01/04/2001
to 30/09/2002 to 30/09/2001
Note ('000) ('000)
Turnover : 369,196 321,512
Profit/(Loss) from Operations : (33,133) (208,026)
Finance cost : (12,349) (35,633)
Share of Profit/(Loss) of
Associates : (317,602) (11,678)
Share of Profit/(Loss) of
Jointly Controlled Entities : 0 0
Profit/(Loss) after Tax & MI : (354,320) (248,043)
% Change over Last Period : N/A %
EPS/(LPS)-Basic (in dollars) : (0.41) (0.287)
-Diluted (in dollars) : N/A N/A
Extraordinary (ETD) Gain/(Loss) : 0 0
Profit/(Loss) after ETD Items : (354,320) (248,043)
Interim Dividend : NIL NIL
per Share
(Specify if with other : N/A N/A
options)
B/C Dates for
Interim Dividend : N/A
Payable Date : N/A
B/C Dates for (-)
General Meeting : N/A
Other Distribution for : N/A
Current Period
B/C Dates for Other
Distribution : N/A
Remarks:
1. Loss from operations has been arrived at after charging
the following items:
2002 2001
HK$'000 HK$'000
Impairment loss recognized in respect of
intangible assets (94,661) 0
Impairment loss recognized in respect of
publishing library (12,542) 0
Impairment loss recognized in respect of
properties under development and held for sale 0 (86,096)
Revaluation deficit on investment properties 0 (152,200)
====== ========
2. Loss after taxation & MI has been arrived at after
crediting the following item:
2002 2001
HK$'000 HK$'000
Gain on disposal of an associate 17,662 0
====== ======
3. Loss per share
The calculation of basic loss per share is based on the
loss attributable to shareholders of approximately
HK$354,320,000 (2001: HK$248,043,000) and on 863,293,521 shares
in issue during the period.
4. Figures reported in the results announcement submitted
previously for the last corresponding period have been
reclassified to conform to current period's presentation.
G.S.R. INTERNATIONAL: Winding Up Hearing Scheduled in January
------------------------------------------------------------
The High Court of Hong Kong will hear on January 15, 2003 at
10:00 in the morning the petition seeking the winding up of
G.S.R. International Limited.
Kwan Siu Hung of Flat B2, 24/F., Block B, Universal Towers, 18-
24 Kin Wah Street, Hong Kong filed the petition on November 6,
2002. Tam Lee Po Lin, Nina represents the petitioner.
Creditors and other interested parties are encouraged to attend
the hearing. They only need to notify in writing Tam Lee Po
Lin, Nina, which holds office on the 27th Floor, Queensway
Government Offices, 66 Queensway, Hong Kong.
GROUPRO INTERNATIONAL: Winding Up Sought by Herawati
----------------------------------------------------
Herawati is seeking the winding up of Groupro International
Limited. The petition was filed on November 22, 2002, and will
be heard before the High Court of Hong Kong on January 29, 2003
at 10:00 am.
Herawati holds its registered office at 18th Floor, Grand
Building, 15-18 Connaught Road Central, Hong Kong and Napsiatin
Karlan of Bethune House, Migrant Women's Refuge care of Kowloon
Union Church, No. 4 Jordan Road, Kowloon, Hong Kong.
ORIENT CHANNEL: Winding Up Petition Hearing Set
-----------------------------------------------
The petition to wind up Orient Channel Enterprises Limited is
scheduled for hearing before the High Court of Hong Kong on
January 15, 2003 at 9:30 in the morning.
The petition was filed with the court on October 31, 2002 by
Tomei Industrial (Holdings) Limited whose registered office is
situated at 10th Floor, The Grande Building, No. 398 Kwun Tong
Road, Kowloon, Hong Kong.
Creditors and other interested parties are encouraged to attend
the hearing. They only need to notify in writing Messrs.
Herbert Tsoi & Partners, Solicitors for the Petitioner, Room 602
Aon China Building 29 Queen's Road Central, Hong Kong.
TA HING: Faces Winding Up Petition
----------------------------------
The petition to wind up Ta Hing Restaurant & Ta Hing Seafood
Restaurant Limited is set for hearing before the High Court of
Hong Kong on January 29, 2002 at 9:30 am.
The petition was filed with the court on November 18, 2002 by
Kwong Tat Ming of Room 1821, Wah Chui House, Wah Fu Estate,
Aberdeen, Hong Kong.
TACK HSIN: Ups Operations Loss to US$18.45M
-------------------------------------------
Tack Hsin Holdings Limited posted its Interim Report reviewed by
Audit Committee on 20 December 2002:
(stock code: 00611 )
Year-end date: 31/3/2003
Currency: HKD
(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 : 130,916 158,807
Profit/(Loss) from Operations : (18,425) (11,227)
Finance cost : (7,481) (10,846)
Share of Profit/(Loss) of
Associates : N/A N/A
Share of Profit/(Loss) of
Jointly Controlled Entities : 6,269 (5)
Profit/(Loss) after Tax & MI : (19,393) (33,170)
% Change over Last Period : N/A %
EPS/(LPS)-Basic (in dollars) : (0.0646) (0.1105)
-Diluted (in dollars) : N/A N/A
Extraordinary (ETD) Gain/(Loss) : N/A N/A
Profit/(Loss) after ETD Items : (19,393) (33,170)
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:
The calculation of basic loss per share is based on the net loss
from ordinary activities attributable to shareholders for the
period of HK$19,393,000 (2001: HK$33,170,000) and the weighted
average number of 300,109,168 (2001: 300,053,220) ordinary
shares in issue during the period.
Diluted loss per share for the periods ended 30 September 2002
and 2001 have not been disclosed as the warrants outstanding
during these periods had an anti-dilutive effect on the basic
loss per share.
=================
I N D O N E S I A
=================
INDOMOBIL SUKSES: Sells ISI Stake to Repay Debt
-----------------------------------------------
PT Indomobil Sukses Internasional Tbk IMAS said it has sold part
of its stake in PT Indomobil Suzuki International (ISI) to its
Japanese principal Suzuki Motor Corporation (SMC), IndoExchange
reports, citing IMAS President Gunadi Sindhunata, adding that
IMAS stake has been reduced to 9 percent and SMC became a 90
percent shareholder.
Sindhunata told the Capital Market Supervisory Board (Bapepam)
that the fund received from the share sales has been used partly
to repay a debt of US$30 million and 57.427 million yens to
Marubeni Corporation.
Wrights Investors' Service reports that at the end of 2001, P.T.
Indomobil Sukses Internasional Terb had negative working
capital, as current liabilities were 3.11 trillion Indonesian
Rupiahs while total current assets were only 2.87 trillion
Indonesian Rupiahs.
SEMEN GRESIK: November Cement Sales Down to 1.7M Tonnes
-------------------------------------------------------
PT Semen Gresik cement sales declined by volume to 1.160 million
tonnes in November from 1.246 million a year earlier due to a
47.5 percent contraction in exports, AFX-Asia reports.
The Company said that in the 11 months to November, total sales
were 13.564 million tonnes, down from 14.244 million a year
earlier, with exports falling to 2.448 million from 3.742
million. The average domestic selling price declined to
Rp423,058 per tonne in Nov from 479,738 in October and compared
to 349,190 a year earlier.
The Troubled Company Reporter - Asia Pacific reported on August
last year that ratings agency Pefindo has assigned a 'selective
default' rating on the Company and its 600 billion rupiah bond
issue. The default rating followed unit PT Semen Padang's
failure to pay its Rp200 billion debt to PT Jaminan Sosial
Tenaga Kerja (Jamsostek) that matured on Aug 15.
=========
J A P A N
=========
AIR RESEARCH: Court Approves Special Liquidation
------------------------------------------------
On December 4, 2002, the Tokyo District Court approved the start
of special liquidation for Air Research KK, reports the Tokyo
Shoko Research. The general and industrial loan institution has
total liabilities of 8.4 billion yen and is located at Fukuoka-
si, Fukuoka, Japan.
HOKKAIDO INTERNATIONAL: Widens 1H02 Net Loss to Y1.4B
-----------------------------------------------------
Hokkaido International Airlines', widely known as Air Do, net
loss grew to 1.478 billion yen in the April-September first half
of this year, a 9.5-fold increase from 155 million yen a year
earlier, Kyodo News said on Thursday.
The airline, which is in the process of corporate
rehabilitation, attributed the huge increase in loss to a 3.2
percent fall in operating revenues to 6,048 million yen, which
wiped out favorable effects of a 602 million yen fall in
operating expenses to 6,532 million yen.
NIIGATA ENGINEERING: Discharge From Certain Obligations
-------------------------------------------------------
Subsidiaries of Mizuho Holdings, Inc., Mizuho Corporate Bank,
Ltd. and Mizuho Asset Trust & Baking Co., Ltd., have decided to
release Niigata Engineering Co., Ltd. and its affiliated
companies (Niigata Diesel Parts Supply Co., Ltd. and Niigata
Power Systems Service Co., Ltd.) from certain of their debts in
response to the reorganization plan which was approved in the
creditors' meeting. This decision is subject to the approval of
the reorganization plan by Tokyo District Court.
1. Outline of Niigata Engineering Co., Ltd. and its affiliated
companies
Niigata Engineering Co., Ltd.
Address 10-1, Kamatahoncho 1-chome, Ohta-ku, Tokyo
Assignee Mr. Takeo Kosugi, Mr. Kuniji Toda
Capital JPY 16,778 million
Niigata Diesel Parts Supply Co., Ltd.
Address 3-20, Kamatahoncho 1-chome, Ohta-ku, Tokyo
Assignee Mr. Takeo Kosugi
Capital JPY 20million
Niigata Power Systems Service Co., Ltd.
Address 3-20, Kamatahoncho 1-chome, Ohta-ku, Tokyo
Assignee Mr. Takeo Kosugi
Capital JPY 20 million
2. Details of Relevant Developments
November 27 & 28, 2001 Niigata Engineering Co., Ltd. and above
affiliated companies filed for commencement of corporate
reorganization procedure with the Tokyo District Court.
January 25, 2002 - Commencement of corporate reorganization
procedure was decided.
December 26, 2002 - The reorganization plan was approved in the
creditors' meeting.
3. Claims to be waived by Mizuho Corporate Bank, Ltd. and Mizuho
Asset Trust & Banking Co., Ltd.
Subject to the approval by Tokyo District Court, Mizuho
Corporate Bank, Ltd. and Mizuho Asset Trust & Banking Co., Ltd.
will release Niigata Engineering Co., Ltd. and above affiliated
companies from their debts in the amount below:
Mizuho Corporate Bank, Ltd. JPY 28,680 million
Mizuho Asset Trust & Banking Co., Ltd. JPY 4,912 million
4. Effect of this Development on Profit/Loss of Mizuho Holdings,
Inc.
This development will have no effect on Mizuho's previously
announced projections for this fiscal year.
NIPPON YUSEN: Liquidating Two Panama Units
------------------------------------------
Shipping firm Nippon Yusen KK decided to dissolve two dormant
units in Panama namely Takatsuki Shipholding S.A. and Pioneer
Reefer Maritima S.A., Kyodo News said on Thursday.
The units were established in 1988 to own and lease ships, but
have been dormant since selling or returning the vessels, the
report said.
According to Wright Investor's Service, at the end of 2002,
Nippon Yusen Kabushiki Kaisha had negative working capital, as
current liabilities were 387.32 billion yen while total current
assets were only 313.92 billion yen.
NIPPON YUSEN: Formulates Logistic Strategy Plan
-----------------------------------------------
Nippon Yusen Kaisha (NYK Line) has mapped out and started to
implement its Logistics Strategy Plan (L.S.P.) to reinforce and
expand the logistics division of the NYK Group.
Since the inauguration of the Logistics Section in NYK in 1983,
the NYK Group has endeavored to meet the diverse needs of
customers as a "comprehensive logistics operator" by going
beyond its basic business as a shipping enterprise. The group's
logistics division has now grown to operate more than 50 offices
and more than 100 logistics centers in 23 countries around the
globe.
The newly formulated L.S.P. aims to bring about the phenomenal
expansion of business in the logistics division by making the
most of the reservoir of know-how built over 20 years so that
the NYK brand will be recognized by customers as a global
partner in supply chain management.
The L.S.P. encompasses a wide range of elements, including
organization, investment plan, information technology (IT),
personnel training and region-by-region marketing focuses. It
has set strategic targets to be achieved over the short term
with emphasis on the following points:
Marketing on a region-by-region basis:
The world has been divided into six regions - the Americas,
Europe, Oceania, Asia (ASEAN area), China and Japan.
Strategically important marketing targets will be determined
mainly on each regions initiative to flexibly and agilely cope
with market change and meet the needs of customers. In
particular, North America and China will be priority regions.
Establishment of regional control bodies carrying the name "NYK
Logistics":
Logistics management organizations bearing the name "NYK
Logistics plus the name of the region in parentheses" will be
set up in each region in April 2003. These organizations, each
with broad authority transferred from NYK's head office, will
form a global system supporting independent logistics operations
in each region.
Promotion of the integrated solution business model:
Such activities as high-value-added warehousing and the
expansion of intra- and inter-regional distribution networks
will be marketing targets common to all regions. To be offered
as the core business in these spheres will be integrated
solutions that will combine, through a global network, an
abundance of logistics services that have been developed by the
logistics division, including domestic and international
distribution, consolidation, management of the issuance and
receipt of orders, inventory management, Customs clearance,
packing and management of logistics information.
Strengthening IT:
IT will be strengthened as the pivotal point of the integrated
solution business. An IT system network will be constructed to
ensure visibility of shipments at all points along the supply
chain - that is, during transport, distribution and storage; to
make active use of simulation tools from the stage of designing
the supply chain; and to meet customers' logistics outsourcing
needs, including cost management.
Cultivation of new frontiers:
The expansion of the group's frontiers, such as into the Middle
East and Latin America, will be stepped up in order to enlarge
the global network.
The strategy of expanding the logistics division's operations by
means of the L.S.P. represents the commitment of the NYK Group -
for the sake of customers and other stakeholders - to achieving
the continuous growth of the group as a comprehensive logistics
service provider without confining itself just to shipping.
NYK intends to enhance the value of the NYK brand as a
comprehensive group of logistics enterprises by reinforcing its
logistics division, including Yusen Air & Sea Service Co., Ltd.
which is engaged primarily in airfreight forwarding, as a pillar
of core businesses that, along with the operation of container
liner routes, tramps/specialized carriers and passenger ships
supports the activities of the group.
The disclosure is located at
http://www.nykline.co.jp
NTT COMMUNICATIONS: Acquiring All DreamNet Shares
-------------------------------------------------
NTT Communications Corporation (NTT Com), NTT Data Corporation
and NTT DoCoMo, Inc. announced that NTT Com will acquire all
shares in the Internet service provider (ISP) DreamNet
Corporation, currently owned by NTT Data and NTT DoCoMo, on
January 23, 2003.
Established in April 1994 with a capital of 550 million yen,
DreamNet offers a variety of Internet services, including
access, server rental, information and related support. The
Company posted sales of 6.2 billion yen in fiscal 2001.
Currently, NTT Data holds a 60 percent stake in DreamNet, with
NTT DoCoMo owning 40 percent.
The buyout is part of the NTT Group's 3-year business plan to
gradually integrate ISP operations in order to meet market needs
for broadband Internet services that offer wide-ranging
applications and content at reasonable rates.
Following the acquisition, NTT Com will integrate DreamNet with
its OCN ISP business, uniting facilities and backyard
operations. The combined synergy of the two operations will
enable NTT Com to strengthen its position as an ISP, as well as
offer value-added content applications under the service
concepts of "secure," "simple" and "enjoyable."
Users of DreamNet and OCN should not be affected by this
announcement. NTT Com plans to continue making the "dream.com"
address available as well as maintaining current charges and
service content. As of November 2002, DreamNet has 300 thousand
subscribers and OCN has 3.42 million.
i-mode and FOMA are trademarks or registered trademarks of NTT
DoCoMo, Inc. in Japan and other countries.
NTT Data www.nttdata.co.jp was established in May 1988 upon
becoming independent from Nippon Telegraph and Telephone Public
Corporation (the present NTT). NTT DATA is Japan's top systems
integrator. It has a strong track record in large-scale system
integration and network services, especially in the public
sector and the financial industry. NTT DATA is not only active
in the field of systems integration, but it also acts as an IT
partner that assists corporations in developing new business
models utilizing IT and a service provider that designs new
services.
NTT DoCoMo www.nttdocomo.com/top.shtml is the world's leading
mobile communications Company with more than 44 million
customers. The Company provides a wide variety of leading-edge
mobile multimedia services. These include i-mode(R), the world's
most popular mobile internet service, which provides e-mail and
Internet access to over 35 million subscribers, and FOMA(R),
launched in 2001 as the world's first 3G mobile service based on
W-CDMA. In addition to wholly owned subsidiaries in Europe and
North and South America, the Company is expanding its global
reach through strategic alliances with mobile and multimedia
service providers in the Asia-Pacific, Europe and North and
South America. NTT DoCoMo is listed on the Tokyo (9437), London
(NDCM), and New York (DCM) stock exchanges.
NTT Communications Corporation www.ntt.com a Tokyo-based
subsidiary of Nippon Telegraph and Telephone Corporation
provides long-distance and international services for voice,
video and data communication reaching more than 200 countries.
NTT Com also provides world-class IP services under the
NTT/VERIO brand, as well as managed data, multimedia and
additional services under the Arcstar brand.
NTT Communications is a wholly owned unit of Nippon Telegraph
and Telephone Corp. It aims to cut 650 people from the Web
hosting firm's staff of 2,600 by the end of 2002, the Troubled
Company Reporter-Asia Pacific reports.
Contact:
Akira Tamachi or Daniel O'Connor
Public Relations Office, NTT Communications
Tel: +81-3-6700-4010
info@ntt.com
Norihiko Sugimoto
Public Relations Office, NTT Data Corporation
Tel: +81-3-5546-8051
sugimoton@nttdata.co.jp
Susumu Takeuchi or Takumi Suzuki
Public Relations Department, NTT DoCoMo, Inc.
Tel: +81-3-5156-1366
press_dcm@nttdocomo.com
OHIRA KAIHATSU: Golf Course Applies For Rehabilitation
------------------------------------------------------
Ohira Kaihatsu KK, which has total liabilities of 14.3 billion
yen, recently applied for civil rehabilitation proceedings,
according to Tokyo Shoko Research. The golf course has 70
employees and is located at Kouga-gun, Shiga, Japan.
RESONA HOLDINGS: Launching New Unit in Cayman Islands
-----------------------------------------------------
Resona Holdings, Inc. (Resona HD, President: Yasuhisa Katsuta)
will establish a subsidiary in Cayman Islands for the purpose of
restructuring the existing issue scheme of the preferred
securities, which its banking subsidiary, (The Asahi Bank, Ltd.
Asahi Bank, President: Yukio Yanase) issued in March 2002
through its overseas subsidiary. Similarly for the same purpose,
Asahi Bank will establish a new subsidiary in Cayman Islands.
The issue scheme will be restructured with a view to
facilitating the integration of capital policies adopted by the
Resona Group. The proceeds from the issuance of the preferred
securities were already included in capital of Resona HD and
Asahi Bank. Therefore, the restructuring of the issue scheme is
not intended for raising new or additional funds, and the
capital adequacy ratio remains unaffected by the restructuring.
Resona HD plans to implement the restructuring in February 2003
after obtaining approvals from the existing holders of the
preferred securities and acceptance by the competent authorities
of the relevant filings.
SUMITOMO METAL: Joining Forces With Nippon Steel
------------------------------------------------
Nippon Steel Corporation (Principal place of business: Chiyoda-
ku, Tokyo, President: Akira CHIHAYA) (Nippon Steel) and Sumitomo
Metal Industries, Ltd. (Principal place of business: Chuo-ku,
Osaka, President: Hiroshi SHIMOZUMA) (Sumitomo Metals) signed
the letter of intent on June 13 of this year concerning the
integration of their stainless steel business (including
stainless flat steel, plate, bar and wire rod but excluding the
business conducted by Sumitomo Metals (Naoetsu), Ltd. and
Sumitomo Metals (Kokura), Ltd.), and their Business Integration
Committee has since been studying and formulating a plan to
structurally enhance the competitiveness of the stainless steel
business.
As a result, considering the time needed for preparations to
satisfy customer needs, the integration of the stainless steel
business through the establishment of a new company (originally
scheduled for April 2003) is now re-scheduled for October 2003.
Nippon Steel and Sumitomo Metals intend to enter into a
definitive agreement for the integration within this year if
they reach an agreement on the detailed conditions of the
integration, which will be further discussed by the Business
Integration Committee.
According to Standard & Poor's Ratings Services, even after a
capital increase, Sumitomo Metal's debt usage will remain very
high and its cash flow weak. The Company faces sizable
refinancing risk, with 185 billion yen in bond issues maturing
during the fiscal years ending March 2004 and 2005. If Sumitomo
Metal is unable to successfully achieve the debt reduction, cost
reduction, and efficiency enhancements targeted in a new
management plan to be implemented in April 2003, the Company
will face strong pressure on its credit quality.
For more information, please contact:
Nippon Steel Corporation
Public Relations Center, Corporate Secretariat Div.
Tel 81-3-3275-5022
Sumitomo Metal Industries, Ltd.
Public Relations Group, PR & IR Div.
Tel 81-3-4416-6115
TOMEN CORPORATION: Highlights "Renovation Plan" Progress
--------------------------------------------------------
Tomen Corporation announced the progress of its renovation plan
as of September 30, 2002 as follows:
I. The main points of the Renovation Plan
Implementation period: 3-year period from March 2000 to March
2003
Basic policies of the plan:
1. Substantial improvement of corporate financial structure
2. Reconstruction of profit-making structure
Major elements of the plan:
(1) Liquidation of unprofitable subsidiaries and affiliated
companies (207 companies)
(2) Promotion of initial public offerings of subsidiaries
(3) Cost structure reform by cost reduction
II. Progress of the plan (As of September 30, 2002)
1. Substantial improvement of corporate financial structure
(1) Completed disposal and valuation of more than 400 billion
yen non-operating assets
(2)Reduction of interest-bearing debt
billion yen March 2003 Sept. 2002 Achievement
Target figure Actual figure
Gross 966.7 1,012.5 93 %
Net 847.5 859.9 98 %
The interest-bearing debt was reduced by approximately 621.9
billion yen (net 588.4 billion yen) by March 2002.
(3) Strengthening of stockholders' equity
billion yen March 2003 Sept. 2002
Target figure Actual figure
Consolidated 33.1 4.9
Non-consolidated 48.3 44.5
* The stockholders' equity was increased to 4.9 billion yen as
of September 2002, which included 29.8 billion yen of foreign
currency translation adjustment.
2. Reconstruction of profit-making structure
Tomen concentrates all management resources on its five core-
businesses, chemicals and plastics, power supply, foodstuffs,
textiles and IT businesses.
The implementation of the policy includes
(1) Liquidation of unprofitable subsidiaries and affiliated
companies (207 companies)
* 203 companies liquidated by September 2002.
* 4 remaining companies to be liquidated by March 2003
(2) Promotion of initial public offerings of subsidiaries
Sunpot Co.,Ltd. listed OTC market in Dec. 2000
Tomen Devices Corp. listed OTC market on June 26, 2002
Tomen Chemical Industries, Ltd. (preparing IPO)
Tomen Cyber-business Solutions, Inc (preparing IPO)
Tomen Power Holdings Corp.(TPHC) * (preparing IPO)
* Tokyo Electric Power Company joined in the invested (50
percent) in TPHC.
TPHC was renamed "Eurus Energy Holdings Corp." in October 2002.
(3) Cost structure reform by cost reduction
Cost cutting effort has already achieved its target figure.
Non-consolidated March 2003 March 2002 March 2002 March 1999
billion yen Target figure Target figure Actual figure as
reference
G & A expenses 25.7 26.1 24.6 43.5
III. Business alliance with Toyota Tsusho
In March 2000, Tomen and Toyota Tsusho formed the business and
capital alliance. The alliance was aimed at utilizing both
business expertise and management resources to strengthen their
market positions in the various business fields. These projects
include wind power generation, cable television, liquid
petroleum gas, synthetic resins, petrochemical materials and
semiconductors.
In September 2000, Toyota Tsusho acquired an 11.5 percent equity
stake (7.5 billion yen) in Tomen in form of third party
allotment, becoming its largest shareholder.
In November 2000, Tomen transferred part of its steel business
to Toyota Tsusho, which maintains the world's leading position
in steel trading. This development allowed Tomen to focus on its
primary businesses, a key element in Tomen's Renovation Plan.
In March 2001, Toyota Tsusho acquired a two percent equity in
Arysta LifeScience Corporation, Tomen's consolidated subsidiary
in agrochemicals, pharmaceuticals and biotechnology business
fields.
In April 2001, Tomen invested in Toyota Tsusho's joint venture
to act as proxy for nursing business operators to claim and
settle remuneration cases.
In summer 2001, Toyota Tsusho and Tomen strengthened their
cooperative relationship in Asia in chemical products. Toyota
Tsusho made use of storage tank facilities for synthetic-fiber
raw material owned by Tomen in Thailand. Both companies ship
ethylene glycol, a raw material for polyester, to Thailand. They
procure the substance in countries including Japan and
Singapore.
In August 2001, Toyota Tsusho and Chubu Electric Power Co.
joined forces with Tomen to invest in Union Power Development
Co. (UPDC), a joint venture to develop the world's largest
independent power plant in Thailand. The shareholding of UPDC
consists of Tomen Corp. (29 percent), Toyota Tsusho (15
percent), Chubu Electric (15 percent), Hongkong Electric
International (29 percent) and Union Energy of Saha Union Group
in Thailand (15 percent). The total project cost will be US$1.3
billion (US$300 million of the investment capital and US$1
billion of project financing by Japan's and Thailand financial
institutions).
In December 2001, Toyota Tsusho acquired a 10 percent stake in
Shanghai Hong Ri International Electronics Co., an electronic
parts joint venture in China (39 percent owned by Tomen group,
10 percent by Toyota Tsusho and the rest by local Chinese
companies).
In June 2002, Tomen transferred non-ferrous metal business to
Toyota Tsusho based on Tomen's Renovation Plan. This transfer
follows the successful transfer of Tomen's steel business.
In October 2002, Tomen transferred textile machine export
business to Toyota Tsusho. This transfer is part of the capital
and comprehensive business alliance.
TOMEN CORPORATION: President Attends Meeting on Business Plan
-------------------------------------------------------------
Tomen Corporation President Morihiko Tashiro will be attending a
midterm business plan meeting on December 27, 2002 at 11:00 A.M.
The report said that Tashiro is likely to resign from his post,
but did not give further details. Tomen jumped 10 percent on
Thursday after reports that the Company unveiled a package of
financial support from Toyota group.
UFJ GROUP: Accelerating Efforts to Find Business Solutions
----------------------------------------------------------
UFJ Group has been contemplating initiatives intended for the
purpose of accelerating problem loan disposal and enhancement of
equity capital (the Initiative). The group has reached an
agreement with US financial group Merrill Lynch (Merrill Lynch)
to pursue our discussions toward realization of the Initiative
by the end of the current fiscal year. UFJ Group will establish
a preparatory organization to implement the Initiative.
UFJ Group will raise 100 billion yen or more of Tier 1 capital
through the Initiative.
1. Merrill Lynch Participation in the Initiative
UFJ Group and Merrill Lynch have agreed to continue discussions
to work together on revitalization of borrowers or problem loan
disposal by both parties allocating capital and staff to the
subsidiary that is to be formed in connection with the
Initiative (the Subsidiary).
UFJ Group, jointly with Merrill Lynch, established UFJ Solution
Consulting (USC) in April 2002, which has been providing UFJ
Bank advisory services to revitalize borrowers, borrowers, where
appropriate, and to resolve problem loans. The Company has
reached an agreement to work on discussions of the Initiative to
aggressively encourage revitalization of borrowers/problem loan
disposal by leveraging experiences and expertise gained through
our joint efforts in USC, and to further strengthen the efforts
to date.
2. Overview of the Initiative
Loans to small- and medium-sized companies (approximately 1
trillion yen in principal) are divested and UFJ Bank acquires
common stock of the Subsidiary.
The Subsidiary raises approximately 100 billion yen of equity
capital from Merrill Lynch through issuance of preferred stock.
(Since the Subsidiary is subject to consolidation, the raised
capital will be recognized as shareholders' equity of UFJ Bank
on a consolidated basis.)
The Subsidiary moves forward with revitalization of borrowers or
problem loan disposal, using capital/expertise provided by
Merrill Lynch as well as promoting the collaboration with
Industry Revitalization Corporation, Resolution and Collection
Corporation, and Corporate Revitalization Funds.
The Subsidiary will consider providing the borrowers with the
opportunity to revitalize, where appropriate, as well as to
secure transparency and objectivity, through various means,
which may include establishing an Advisory Board consisting of
outsiders.
For a copy of the press release, go to http://www.ufj.co.jp
=========
K O R E A
=========
CHOHUNG BANK: Shinhan Issue Shares to Finance Purchase
------------------------------------------------------
The Shinhan Financial Group is planning to issue preferred
shares to finance the purchase of Chohung Bank, Dow Jones
reports.
Shinhan Financial, which intends to buy the entire government
stake, plans to raise about 1.7 trillion won in cash by issuing
preferred shares to its existing shareholders. The Company has
selected J.P. Morgan & Chase Co. as the arranger for the
preferred share issue.
"The stock issue will depend on how much cash Shinhan Financial
needs to raise for the acquisition," the report said.
Shinhan has offered to pay about 1.67 trillion won in cash for
half the government's stake and another 1.28 trillion won in
Shinhan Financial shares for the remaining.
Last week the Public Fund Oversight Committee has recommended
Shinhan Financial over a consortium led by Cerberus Partners
L.P. as the prime bidder for Chohung Bank, citing better terms
including price.
The South Korean government, which owns 80.04 percent of
Chohung, plans to sell a controlling stake in the bank to
privatize it. The committee will finalize the recommendation at
a general meeting likely next month.
DAEWOO GROUP: Ex-Chief Shares Thoughts on Past, Future
------------------------------------------------------
Kim Woo-choong, the former Chairman of the Daewoo Group, in a
recent interview with the Munhwa Ilbo said, "I have no
intentions of an early return to Korea and accusations of moving
my property overseas are completely false," JoongAng Ilbo
reports.
He added, "Conflict with the current administration was the
direct cause for the breakup of the Daewoo Group. Officials with
the Kim Dae-jung administration had conflicting values with
ours. I trusted the government, but they crossed a line they
should not have crossed."
Suspected of committing unlawful acts, Mr. Kim said, "I spent my
whole life working hard, not for my own glory or interest but
with a larger cause in mind. Accusing me of moving property
overseas and making me into a shameless deceiver is unfair."
Kim Woo-choong is said to be in poor health following heart
surgery. He left Korea in October 1999, soon after the Daewoo
crisis. He ostensibly left to help open an automobile parts
factory in Yantai, China, and has been living in seclusion ever
since.
HYNIX SEMICON: Creditors Provide Financing for LCD-Unit Sale
------------------------------------------------------------
Korea Exchange Bank, the main creditor of Hynix Semiconductor
Inc., will arrange a $188.3 million syndicated loan for China's
BOE Technology Group Co. to help the Chinese firm finance the
purchase of Hynix's flat-panel display unit, Dow Jones said on
Friday.
The Korea Development Bank, Woori Bank and Hyundai Marine & Fire
Insurance Co. have decided to participate in the syndicated
loan. The report said, KEB said Korea Development Bank would
provide $100 million; Korea Exchange Bank $50 million; Woori
Bank $30 million; and Hyundai Marine & Fire the remaining $8.3
million.
The move will help the chipmaker complete the sale of the thin-
film-transistor liquid-crystal display unit by the end of this
year. Hynix signed a final agreement last month to sell the TFT-
LCD unit to BOE for $380 million.
The financing comes after a creditor official at Woori Bank last
week expressed disapproval of the bank's participation in the
syndicate loan, saying BOE hadn't met Woori Bank's demands.
HYNIX SEMICONDUCTOR: Seeking Alliance With STMicroelectronics
-------------------------------------------------------------
Hynix Semiconductor Inc. is seeking a partnership with France's
STMicroelectronics N.V. (STM) in the flash memory business, with
the possibility of STMicroelectronics taking over the Company's
flash memory operations, reports the Seoul Economic Daily and
Dow Jones on Friday. Both firms are now discussing joint product
development, direct investment, a stake swap or even a sale.
The chipmaker's flash memory operations accounted for 5 percent
of the Company's total revenue earlier this year but now only
accounts for 3 percent or about $70 million. Creditors of Hynix
are reviewing a restructuring proposal for the Company, which
includes a 1.9 trillion won debt-for-equity swap and a 21:1
capital write-down.
HYUNDAI MERCHANT: KFTC Wavers on Punishment for HMM
---------------------------------------------------
The Fair Trade Commission (KFTC) has failed to come to a
decision to punish Hyundai Merchant Marine (HMM) over suspicions
that the firm omission of 400 billion won in overdraft from
Korea Development Bank, Digital Chosun said on Tuesday.
A KFTC official said that those at the KFTC meeting discussed
issues of handing down punitive measures on HMM, but several of
the participants recommended additional legal consultation on
the issue.
The agency decided to postpone the discussion at a later date.
KOREA ELECTRIC: Buying Back 10M Shares
--------------------------------------
The Korea Electric Power Corporation (KEPCO) is planning to buy
back 10 million shares, or 4.5 percent of its outstanding
shares, to boost share prices, Reuters said on Thursday.
KEPCO plans to buy the shares for 184.5 billion won ($153.7
million) between December 30 and March 29. KEPCO shares closed
unchanged at 18,450 won, outperforming a 0.87 percent decline in
the broader market.
The Korea Electric Power Corp. (KEPCO) is planning to raise $250
million in December via a five-year yen-denominated euro bonds
or loan, to repay maturing yen-denominated bonds issued in 1999,
the Troubled Company Reporter-Asia Pacific reports.
DebtTraders reports that Korea Electric Power Corp.'s 8.250
percent bond due in 2005 (KORE05KRN1) trades between 112.504 and
113.066. For real-time bond pricing, go to
http://www.debttraders.com/price.cfm?dt_sec_ticker=KORE05KRN1
===============
M A L A Y S I A
===============
ABRAR CORPORATION: SC OKs Proposed Restructuring Scheme
-------------------------------------------------------
Further to the announcements dated 15 July 2002, 29 August 2002
and 2 September 2002, on behalf of Abrar Corporation Berhad
(Special Administrators Appointed), Public Merchant Bank Berhad
wishes to announce that the Securities Commission (SC) according
to its letters dated 18 December 2002 and 20 December 2002
approved the Proposed Restructuring Scheme as proposed.
The Proposed Restructuring Scheme involves:
- Proposed Share Exchange
- Proposed Debt Settlement
- Proposed Transfer
- Proposed Acquisitions
- Proposed Waiver of Mandatory General Offers
- Proposed Offer for Sale
- Proposed listing of and quotation for the entire issued and
fully paid-up share capital in Oilcorp Berhad on the Main Board
of Kuala Lumpur Stock Exchange
In addition, the proposed liquidation of ACB, whereby OilCorp
will disposed of its entire shareholding in ACB for a nominal
consideration of RM1.00 to a company established as a special
purpose vehicle for the purpose of facilitating the
implementation of the Workout Proposal, is approved as proposed.
Further, the SC had earlier approved the valuation of properties
owned by the Oil-Line Engineering & Associates Sdn Bhd (Oil-
Line) Group and Ascentland Sdn Bhd (Ascentland) as stated in
Table 1 at http://www.bankrupt.com/misc/TCRAP_Abrar1230.pdf.
The SC's approval is subject to the following conditions:
(i) Moratorium is to be imposed on 50% of the new ordinary
shares in Oilcorp Berhad (OilCorp) (OilCorp Shares) to be
received by the vendors of Oil-Line and Ascentland (Vendors)
pursuant to the Proposed Acquisitions whereby they will not be
allowed to sell, transfer or assign their shareholdings for at
least one (1) year from the date of the listing of the new
OilCorp Shares. Thereafter, the Vendors will be allowed to sell,
transfer or assign only up to a maximum of one third per annum
of their shareholdings under moratorium. The said moratorium is
also applicable to the ultimate shareholders of any vendor,
which is a company.
In relation to the above, the shareholders of Oil-Line and
Ascentland, whose shares are placed under moratorium, are
required to provide undertakings not to sell, transfer or assign
their respective shareholdings in OilCorp during the entire
moratorium period. However, OilCorp is allowed to follow the new
SC guidelines in relation to moratorium on the sale of shares,
which will be announced in due course under the disclosure-based
regulation;
(ii) ACB is required to appoint an independent audit firm
(which is experienced in investigative audit and has not been in
the past and is not the current auditor of the ACB Group) within
the next two (2) months from the date of the letter of approval
of SC to conduct an investigative audit on the past business
losses of ACB. ACB is also required to take the necessary steps
to recover such losses. Based on the findings of the
investigative audit, ACB has to report to the relevant
authorities if there has been any breach to any laws, rules,
guidelines and/or Memorandum and Articles of Association by the
directors of ACB and/or other parties, which resulted in the
losses of ACB. The investigative audit has to be completed
within six (6) months from the date of the appointment of the
said independent audit firm and the resultant findings have to
be announced. Two (2) copies of the investigative audit report
have to be submitted to the SC after completion of the
investigative audit;
(iii) The Information Circular and Prospectus, which will be
issued in relation to the Proposed Restructuring Scheme, shall
disclose, amongst others, the following:
(a) Explanation on the past losses of ACB;
(b) Details of all contracts-on-hand of the Oil-Line Group;
(c) Information in relation to the risk management plan of
the OilCorp Group;
(d) Information in relation to the management succession
plan to be undertaken by the OilCorp Group to ensure continuity
of the company's management following the Proposed Restructuring
Scheme;
(e) Total trade debts of the Oil-Line Group and Ascentland
together with their respective ageing analysis and the debts,
which have exceeded the credit period. In addition, the
directors of Oil-Line and Ascentland are required to disclose in
the Information Circular their comments/statements on the
recoverability of the trade debts, which exceeded the credit
period;
(f) Explanation on whether the OilCorp Group has the
expertise to manage a resort hotel, which will be the principal
activity of Ascentland from year 2005 onwards;
(g) Details on any encumbrances on the properties of the
OilCorp Group; and
(h) Details on the valuation methods in relation to the
proposed acquisitions of Oil-Line and Ascentland and comments
from PMBB as to the reasonableness of the PE Multiple used for
the proposed acquisition of Oil-Line together with the
reasonableness of the purchase consideration;
(iv) The Information Circular and Prospectus to be furnished
to SC for their perusal and approval;
(v) Full provision has to be made on the following trade
debts, where:
(a) the amounts are in dispute;
(b) legal proceedings that have been initiated/taken; and
(c) have been outstanding for more than six (6) months;
(vi) The directors of OilCorp are required to provide written
confirmation to the SC that the trade debts which have exceeded
their credit periods are recoverable and the provision for
doubtful and bad debts have been incorporated into the accounts
and financial forecast prior to the issuance of Information
Circular and Prospectus;
(vii) The Vendors are required to settle any bad debts, which
have not been provided for or disclosed on the completion date
of the Proposed Restructuring Scheme;
(viii) Following the implementation of the Proposed
Restructuring Scheme, OilCorp must ensure that at least 25% of
its issued and paid-up share capital is in the hands of the
public;
(ix) PMBB/OilCorp must comply with the conditions imposed by
FIC and MITI vide their approvals; and
(x) PMBB/ACB/OilCorp must comply with the relevant
requirements in the SC's Policies and Guidelines on Issue/Offer
of Securities.
In relation to the application by PMBB, on behalf of the Vendors
(Parties Acting In Concert), for a waiver from the obligation to
undertake a mandatory general offer for the remaining voting
shares in OilCorp under Practice Note 2.9.3 of the Malaysian
Code on Take-Overs and Mergers 1998 (Code), the SC had approved
the said waiver after taking note of the following:
(i) The Parties Acting In Concert are, amongst others, Ng
Huat Tian, Pramaddun Holdings Sdn Bhd (PHSB), Ang Choon Hug, Lee
Quat Min, Hang Chin Juan, Pey Chee Hian and Pua Yow Liang;
(ii) Following the Proposed Share Exchange, Proposed Debt
Settlement and Proposed Acquisitions, the Parties Acting In
Concert will own 115,000,000 ordinary shares in OilCorp,
representing 75.86% equity interest in OilCorp. According to
Part II of the Code, the Parties Acting In Concert are required
to undertake a mandatory general offer on the remaining voting
shares in OilCorp;
(iii) Following the Proposed Offer for Sale, the
shareholdings of the Parties Acting In Concert in OilCorp will
be reduced from 75.86% to 56.80% whereby the direct
shareholdings of Ng Huat Tian and PHSB will be reduced from
34.20% to 27.00% and from 35.50% to 24.70% respectively;
(iv) The net liability of ACB is RM6.54 per share as at 31
March 2002;
(v) The debt-to-equity ratio of ACB as at 31 March 2002 is
infinite;
(vi) ACB has recorded losses for three (3) consecutive
financial years. This resulted in the shareholders' funds
deficit of RM209.281 million. Danaharta has appointed Special
Administrators to formulate a proposal to turnaround the
financial position of the ACB Group via OilCorp. Without the
Proposed Restructuring Scheme, any rights issue undertaken by
ACB would be under-subscribed; and
(vii) The Proposed Restructuring Scheme, which involves,
amongst others, the Proposed Acquisitions, is a restructuring
which will benefit the shareholders of ACB.
PMBB/Parties Acting In Concert are reminded that Ng Huat Tian
and PHSB will have an obligation to undertake a mandatory
general offer if they, individually, acquire more than 2% of the
voting shares in OilCorp in any six (6) month period following
the proposed acquisition of Oil-Line and Ascentland. Ng Huat
Tian and PHSB will also have an obligation to undertake a
mandatory offer if their shareholdings are reduced to less than
33% of the voting shares in OilCorp following the Proposed Offer
for Sale and thereafter, they, individually increase their
shareholdings in OilCorp to more than 33% of the voting shares
in OilCorp.
In relation to PMBB's application, on behalf of the vendors of
OilCorp, for a waiver from the obligation to undertake a
mandatory general offer on the remaining voting shares in Oil-
Line Fabricators Sdn Bhd ("OLFSB"), under Practice Note 2.9.6 of
the code, the SC had also approved the said waiver after taking
note of the following:
(i) OilCorp will own 51% equity interest in OLFSB following
the proposed acquisition of Oil-Line. The remaining voting
shares in OLFSB of 490,000 shares or 49% equity interest in
OLFSB is held by Mohamed Hazali bin Dato' Seri Dr. Haji Abu
Hassan ("Mohamed Hazali"); and
(ii) Mohamed Hazali has given an undertaking that he will not
accept any take-over offer for the remaining voting shares in
OLFSB by OilCorp, if such an offer is extended by OilCorp.
Upon completion of the proposals, PMBB/OilCorp and any relevant
parties shall furnish written confirmation on compliance with
all the above terms and conditions.
PMBB and ACB/OilCorp are reminded that any breach or non-
compliance of any conditions or terms of the above SC's approval
is an offence under the Securities Commission Act, 1993 and is
subject to the penalties therein.
The Special Administrators of ACB and the Vendors are currently
deliberating on the abovementioned terms and conditions of the
SC's approval, the announcement of the decision of which will be
made in due course.
AFFIN HOLDINGS: Losing Unit Ceases Operations
---------------------------------------------
Affin Holdings Berhad wishes to announce that a subsidiary of
Affin Bank Berhad, Affin Futures Sdn Bhd will cease operations
w.e.f. December 23, 2002 due to operational losses.
Approvals from the relevant authorities namely the Malaysian
Derivatives Clearing House Bhd and the Malaysia Derivatives
Exchange Berhad have been duly obtained. Bank Negara Malaysia
has also been informed of the matter.
ASSOCIATED KAOLIN: Passes Ordinary Resolutions at 26th AGM
----------------------------------------------------------
The Board of Directors of Associated Kaolin Industries Berhad
are pleased to inform that these ordinary resolutions were
approved by the shareholders of the Company at the 26th Annual
General Meeting of the Company held on 23 December 2002 at 11:40
in the morning.
Ordinary Business
1. The Statutory Financial Statements for the year ended 30 June
2002 together with the Reports of the Directors and Auditors
thereon were received and adopted.
2. The payment of the Directors' fees of RM30,000 for the year
ended 30 June 2002 was approved.
3. Dato' Dr Loga Bala Mohan A/L Jaganathan, the Director who
retired in accordance with Article 80 of the Company's Articles
of Association, was re-elected to the Board.
4. Messrs KPMG was re-appointed as Auditors of the Company and
the Special Administrators or the Directors were authorized to
fix their remuneration.
DENKO INDUSTRIAL: Warrants Price Pre-Fixing Request Granted
-----------------------------------------------------------
Reference is made to the announcements made on 5 June 2002, 30
August 2002, 2 September 2002, 27 November 2002 and 2 December
2002 in respect of the Proposed Corporate And Debt Restructuring
Scheme (PCDRS).
On behalf of Denko Industrial Corporation Berhad, Public
Merchant Bank Berhad is pleased to announce that the Securities
Commission (SC) had vide its letter dated 20 December 2002 which
was received on 23 December 2002, approved Denko's application
for pre-fixing the exercise price of Warrants at RM1.00 for each
new ordinary shares of Denko prior to the SC's approval on the
PCDRS.
CSM CORPORATION: Executive Director Palaniappan Resigns
-------------------------------------------------------
CSM Corporation Berhad posted this change in boardroom notice:
Date of change : 23/12/2002
Type of change : Resignation
Designation : Executive Director
Directorate : Executive
Name : Karuppannan A/L Palaniappan
Age : 54
Nationality : Malaysian
Qualifications : N/A
Working experience and occupation : N/A
Directorship of public companies (if any) : N/A
Family relationship with any director and/or major shareholder
of the listed issuer : None
Details of any interest in the securities of the listed issuer
or its subsidiaries : Nil
COMPANY PROFILE
The Company's activities are focused in manufacturing, trading
and distribution of food and allied products, property
management, investment and development. Formed as a wholly-owned
subsidiary of Cold Storage Holdings PLC (CSH), the Company
commenced operations in February 1974, upon completion of a
reorganization of the CSH Group in Malaysia. As part of the
reorganization the Company acquired the Malaysian assets of Cold
Storage Singapore Pte Ltd and was then converted into a public
company and listed on KLSE. Current production
capacity/production output is 236 m/t of butter per month.
Recently, the Company entered into a JV with Saujana Pertiwi Sdn
Bhd for development of mixed residential and commercial
properties on leasehold land measuring approx. 19.56 acres
located at Kelana Jaya, Selangor (Kelana Perdana Project). The
first phase, the Bayu Sutera Condominium comprising 260 units
residential apartments, was launched in December 1999.
Trading, manufacturing and property management will remain the
focus of the Group, in addition to property development that is
envisaged to improve in years to come.
Group operations are located in Kuala Lumpur, Penang, Ipoh,
Malacca, Johor, Kuantan, Sabah and Sarawak.
Following its shareholders' deficit position for financial year
ending 31 December 2000 and default with its bank lenders, the
Group is undertaking a corporate and debt restructuring
exercise, which may include the divestment of certain assets of
the Group, restructuring of the Group's borrowings and new
assets injection. The Group has appointed an independent
financial advisor and merchant banker to advise on the
restructuring proposals. The Group together with its advisors
are currently formulating a restructuring scheme to regularize
its financial conditions and address its debt obligations. The
KLSE has granted the Company a three-month extension until 25
October 2001 to make an announcement on its plan to regularize
its financial condition.
CONTACT INFORMATION: 10th Floor Jaya Shopping Center
Jalan Semangat
46100 Petaling Jaya
Tel : 03-7958 8888,
Fax : 03-7958 1289
CSM CORPORATION: KLSE Suspends Securities Trading
-------------------------------------------------
CSM Corporation Berhad wishes to announce that the Kuala Lumpur
Stock Exchange (the Exchange) had, vide its letter dated 20
December 2002 which was received by CSM on December 23, 2002,
informed the Company of its decision to impose a suspension on
the trading of the securities of the Company pursuant to
Paragraphs 8.14 and 16.02 of the Listing Requirements. The
trading in the securities of the Company will be suspended with
effect from 9:00 a.m. Tuesday, 31 December 2002 until further
notice.
INNOVEST BERHAD: Submits Striking-Off Application to Registrar
--------------------------------------------------------------
Innovest Berhad informed that these follow wholly owned
subsidiaries, all incorporated in Singapore, have submitted the
application to the Registrar of Companies in Singapore to strike
off their names from the Register under Section 344 of the
Companies Act, Capt. 50.
Name of subsidiaries
1) L&A Holdings Pte Ltd
2) Auto Numerics Pte Ltd
3) United Equipment Services (S) Pte Ltd
4) Sun Metal Works Pte Ltd
5) Hart Holdings (Pte) Ltd
6) Hart Distributors Pte Ltd
The above companies have ceased trading for many years.
KIARA EMAS: Shareholders OK All Resolutions at 7th AGM
-----------------------------------------------------
The Board of Directors of Kiara Emas Asia Industries Berhad is
pleased to announce that at the Seventh Annual General Meeting
of the Company duly held and convened on Monday, 23 December
2002, the Shareholders of the Company had approved all the
resolutions put to the Annual General Meeting.
COMPANY PROFILE
The Kiara Emas Group of Companies manufacture, fabricate and
assemble body parts and accessories of buses and trucks and are
also involved in the trading and servicing of such vehicles.
The Group's production facilities, located in the districts of
Petaling and Kapar in Selangor, comprise 120 construction bays.
Current production capacity is 400 units p.a.
Currently, the Group's entire production is for the domestic
market. The coaches manufactured include low-deck city, express,
tour, stage, school, and factory buses which are generally
custom-made.
Pursuant to KLSE's revamped regulations on listed companies'
financial condition, the Company is presently exploring a few
options on a restructuring scheme in order to revitalize its
operations and financial position.
CONTACT INFORMATION: Suite 11.2B, Level 11
Menara Pelangi
No.2 Jalan Kuning
Taman Pelangi
80400 Johor Bahru
Tel : 07-3341750
Fax : 07-3318617
METROPLEX BERHAD: Debt Restructuring Negotiations Ongoing
---------------------------------------------------------
Reference is made to the announcement on the Restraining Order
and Proposed Debt Restructuring of the Group.
Metroplex Berhad wishes to advise that following the restraining
order granted by the High Court of Malaya, MB is continuing to
work out its debt restructuring with its creditors. An
announcement would be made to the Kuala Lumpur Stock Exchange
once an agreement has been reached on this.
MOL.COM BERHAD: Seeks Proposed Rights Issue Time Extension
----------------------------------------------------------
Further to Mol.Com Berhad's announcements dated 18 April 2001,
12 July 2002 and 1 October 2002, AmMerchant Bank Berhad
(formerly known as Arab-Malaysian Merchant Bank Berhad) wishes
to announce on behalf of the Board of Directors of MOL that it
has on 20 December 2002 applied to the Securities Commission for
an extension of time of 6 months to 8 July 2003 to implement the
Proposed Rights Issue.
COMPANY PROFILE
During FYE 30 June 2001, the Group consolidated and streamlined
its operations in both the industrial products and ICT sectors
to strengthen its financial position through the disposal of :
100% equity stake in LKH Lamps Sdn Bhd, 51% equity stake in
Dijaya Ceil Sdn Bhd, freehold land and building, plant and
machinery and stocks in LKH Wires & Cables Sdn Bhd and 41% in
Mcities.com Sdn Bhd.
Due to losses incurred by the Group up to 31 December 2001,
shareholders' funds after excluding reserves on consolidation is
in deficit by RM31.7m. The Company on 18 April 2001 announced,
inter-alia, a rights issue of two for one at par which will
result in an issue of approx. 150,674,600 shares, raising
RM150,674,000. The application is pending approval from the
relevant authorities. Completion of the rights issue will
significantly strengthen the financial position of the Group. As
at 31 December 2001, Tan Sri Dato' Tan Chee Yioun (TSVT), the
major controlling shareholder of the Company, has advanced
principal amount of RM125.05m to the Group. TSVT has indicated
that the whole of these advances will be applied towards the
subscription of his entitlement of the rights issue and has
further stated his intention to subscribe for any remaining
rights shares that are not taken up by other shareholders.
MWE HOLDINGS: Further Reorganizes Dormant Subsidiaries
------------------------------------------------------
Reference is made to the earlier announcement dated 17 June 2002
on Proposed Reorganization Of Dormant Subsidiary Companies and
wish to inform the Kuala Lumpur Stock Exchange that MWE Holdings
Berhad further proposes to reorganize the following additional
dormant companies listed below by placing them under Inai Idaman
Sdn Bhd, an investment holding subsidiary of the Company:
1. E & W Wood Industries Sdn Bhd;
2. Shanpin Industrial (M) Sdn Bhd; and
3. Diamond Head International Holdings Limited.
After this proposed reorganization, the number of dormant
companies placed under Inai Idaman Sdn Bhd shall be in total of
seven (7).
Rationale of the Reorganization
Consistent with the policy of the Group to rationalize its
diverse operating activities, the Group has reorganized all its
dormant and/or loss-making subsidiary companies hereinafter
referred to as the dormant companies under one investment
holding company, with the intention to dispose of or liquidate
such subsidiary companies at a later date.
Financial effect of the Reorganization
The reorganization is not expected to have any effect on the
Group's earnings and the net tangible assets for the financial
year ending 31 December 2002. However, the Company will record a
loss of RM1.5 million on the reorganization. Further, when these
subsidiary companies are disposed of, the Group will realize a
gain of RM2.1 million.
Interest of Directors and Substantial Shareholders
None of the directors nor substantial shareholders of the
Company or persons connected with the directors and/or
substantial shareholders have any interest, direct or indirect
in the said reorganization.
SATERAS RESOURCES: Provides Additional Winding-Up Petition Info
---------------------------------------------------------------
Sateras Resources (Malaysia) Berhad, in reply to Query Letter by
KLSE reference ID: KM-021219-36689 regarding the Winding-Up
Petition, furnished additional information as follows:
The operational and financial impact on the group, if any,
arising from the aforesaid petition.
The financial impact would be the payment of the amount indebted
to AmBank Berhad (the petitioner).
As per the petition, the Company is indebted to the petitioner
in the sum of RM4,510,287.02 as at 31st July 2002 with further
interest accruing at the rate of 2.5% per annum above Base
Lending Rate (BLR is at 7.25% per annum) and penalty interest at
the rate of 1% per annum above the aforesaid rate payable on the
sum in default from 1st August 2002 until full payment and costs
of RM350 due on a financial judgment of the High Court at Kuala
Lumpur in Writ of Summons No. D2-22-2517-99 dated 2nd August
2000.
There is no operational impact to the Company or the group as
the Company is currently in the process of restructuring.
The hearing date of the petition: 14th May 2003.
SOUTH MALAYSIA: Posts Additional Corporate Exercise Info
--------------------------------------------------------
Further to the announcement made by SMI on 20 December 2002,
Alliance Merchant Bank Berhad (Alliance), on behalf of South
Malaysia Industries Berhad, wishes to announce the following
important relevant dates in connection with the Corporate
Exercises:
(i) The last day and time for acceptance and payment for the
Replacement of Warrants are 18 February 2003 at 5:00 p.m. or
such later day and time as the Directors of SMI in their
absolute discretion may decide and which will then subsequently
be announced not less than two (2) market days before the
original date; and
(ii) The last day and time for acceptance for the Settlement
Issue are 18 November 2003 at 5:00 p.m. or such later day and
time as the Directors of SMI in their absolute discretion may
decide and which will then subsequently be announced not less
than two (2) market days before the original date.
The Prospectus together with the relevant acceptance forms in
relation to the Replacement of Warrants and Settlement Issue
will be dispatched on 30 December 2002 to the holders of the
Existing Warrants as at 5.00 p.m. on 18 December 2002 and the
LAD creditors.
Investors who purchase the Existing Warrants subsequent to 5:00
p.m. on 18 December 2002 and who do not receive the Prospectus
together with the Warrants Acceptance Form may collect the
Prospectus and the Warrants Acceptance Form at:
(i) the address of the Company at 15th Floor, Menara SMI,
No. 6, Lorong P. Ramlee, 50250 Kuala Lumpur; or
(ii) the Company's Registrars, Chua, Woo & Company Sdn Bhd
(Registrars), Suite 1301, 13th Floor, City Plaza, Jalan Tebrau,
80300 Johor Bahru, Johor Darul Ta'zim.
In such event, the Registrars of SMI shall be entitled to
request for such evidence as they deem necessary to satisfy
themselves as to the identity and authority of the person
collecting the Prospectus and the Warrants Acceptance Form.
The LAD creditors who do not receive the Prospectus together
with the ICULS Acceptance Form may collect the Prospectus
together with the ICULS Acceptance Form from SMI or the
Company's Registrars at the above addresses.
SRIWANI HOLDINGS: Posts Change in Boardroom Notice
--------------------------------------------------
Sriwani Holdings Berhad posts this notice:
Date of change : 23/12/2002
Type of change : Redesignation
Previous Position : Non-Executive Director
New Position : Executive Director
Directorate : Executive
Name : Dato' Khalid Bin Mohamad Jiwa
Age : 43
Nationality : Malaysian
Qualifications : Diploma in Business Studies, University
Technology MARA
Working experience and occupation :
Dato' Khalid started his career with Bank Bumiputra Malaysia
Berhad in 1981. During his tenure with the bank, he gathered
vest knowledge and experience in financial business and was
subsequently promoted to the Head of Credit at Selangor branch.
He is the Group Executive Chairman of the Ace Group of
Companies, a group involved in diversified range of activities
including television media management, supply of broadcast
materials, supply and maintenance of broadcast equipment, supply
and maintenance of military equipment, engineering works as well
as plantation.
Directorship of public companies (if any) :
1. Pasdec Holdings Berhad
2. Atlan Holdings Berhad
Family relationship with any director and/or major shareholder
of the listed issuer : Nil
Details of any interest in the securities of the listed issuer
or its subsidiaries
COMPANY PROFILE
The main business of the Group is trading of duty free
merchandise. The Group operates 15 duty free outlets around the
globe, the (Duty Free Zone, Johor Bahru) duty free complex in
Johor Bahru being one of the largest integrated duty free
tourism complexes in the region.
The Group was initially involved in the importation and
distribution of consumables, the tours and the food business.
Following a restructuring and rationalization exercise in 1990,
the duty free operations were rationalized under subsidiary,
Sriwani Trading Sdn Bhd, and at the same time, non-duty free
trading companies were divested. The Group's main focus was then
in trading, wholesaling and retailing of duty free merchandise.
The Group diversified into tourism-related activities in 1992
with the acquisition of land in Penang for resort development.
Its first accommodation facility, the Eden Garden Hotel, Johor
Bahru, had its soft opening in late 1997.
The Group diversified into the food-related business in 1993
with the acquisition of the Eden Enterprises (M) Sdn Bhd Group,
owner and operator of western cuisine and seafood restaurants,
catering services, gourmet supply outlets, and bakeries. The
Group has since also opened the Eden Floating Palace, Johor
Bahru.
Group operations are located in Kuala Lumpur, Selangor, Malacca,
Penang, Kedah, Kelantan and overseas, Mongolia and Vietnam.
On 23 February 2001, the Company announced a proposed scheme of
arrangement involving a capital reconstruction, rights issue,
scheme between the Company and certain of its subsidiaries,
(Sriwani Trading Sdn Bhd, Cergasjaya Sdn Bhd, Sriwani Duty Free
Supplies Sdn Bhd, Kelana Megah Sdn Bhd and Syarikat Sriwani (M)
Sdn Bhd), with certain creditors and those subsidiaries and the
proposed disposal of certain assets and properties of Sriwani
and those subsidiaries which are being charged as collateral to
financial institutions. The High Court had on 18.4.2001 granted
an order for the Company to convene separate meetings of its
shareholders with each class of creditors included in the
proposed scheme of arrangement to be implemented under Section
176 of the Companies Act, 1965.
On 23 April 2001, the KLSE granted Sriwani an extension of four
months, from 23 April 2001 to 22 August 2001, to submit
authorities its plan to regularize its financial condition under
Practice Note 4/2001 of KLSE's listing requirements.
CONTACT INFORMATION: Wisma Sriwani, 418 Chulia Street
10200 Penang
Tel: 04-2628535
Fax: 04-2614076
TAI WAH: Enters Participation Agreement With New White Knight
-------------------------------------------------------------
Alliance Merchant Bank Berhad (Alliance) wishes to announce on
behalf of the Board of Directors of Tai Wah Garments
Manufacturing Berhad that following the lapse of the Memorandum
of Agreement entered into with Tangkai Jaya Sdn Bhd, Hock Der
Realty Sdn Bhd, Setegap Jaya Sdn Bhd and parties acting in
concert with them on 16 November 2002 for the injection of
various assets pursuant to a proposed restructuring scheme, the
Company has identified another White Knight and on 23 December
2002 entered into a Participation Agreement (PA) to facilitate
and implement a proposed restructuring exercise of TWGB which
will involve the following:
(i) Proposed exchange of the entire issued and paid-up share
capital in TWGB comprising 106,000,000 ordinary shares of RM1.00
each (TWGB Share) for 5,300,000 new ordinary shares of RM1.00
each in Newco, a newly incorporated company which shall assume
the listing status of TWGB (Newco), on the basis of one (1) new
ordinary share of RM1.00 each in Newco (Newco Share) for every
twenty (20) existing TWGB Shares held (Proposed Share Exchange
(ii) Proposed settlement of outstanding scheme debt of TWGB
and its subsidiaries (TWGB Group) amounting to RM122,156,811
(Proposed Debt Settlement);
(iii) Proposed acquisition of the entire equity interest in
Versatile Paper Boxes Sdn Bhd (Versatile) by Newco comprising
29,828,304 ordinary shares of RM1.00 each for a total
consideration of RM78,030,000 to be satisfied by the issuance of
78,030,000 new Newco Shares at par (Proposed Acquisition);
(iv) Proposed renounceable offer for sale of 10,600,000 Newco
Shares by the creditors of TWGB Group, who will be issued
17,255,079 new Newco Shares as part of the Proposed Debt
Settlement, to the existing shareholders of TWGB on the basis of
two (2) Newco Shares for each Newco Share held after the
Proposed Share Exchange (Proposed Offer for Sale);
(v) Proposed placement of up to 2,600,000 Newco Shares at an
offer price of RM1.00 per Newco Share by vendors of Versatile to
placees to be identified at a later stage in order to comply
with the public shareholding spread requirement under the
Listing Requirement of the Kuala Lumpur Stock Exchange (KLSE)
(Proposed Placement);
(vi) Proposed exemption for certain vendors of Versatile from
the obligation of a mandatory offer under Practice Note 2.9.3 of
the Malaysian Code on Take-overs and Mergers 1998 (Code)
(Proposed Exemption); and
(vii) Proposed transfer of the listing status of TWGB on the
Main Board of the KLSE to Newco (Proposed Transfer of Listing
Status).
(collectively referred to as the "Proposed Restructuring
Exercise")
DETAILS OF THE PROPOSED RESTRUCTURING EXERCISE
Proposed Share Exchange
The Proposed Share Exchange shall involve the exchange of the
entire issued and paid-up share capital of 106,000,000 TWGB
Shares for the issue of 5,300,000 new ordinary shares of RM1.00
each in Newco to be issued at par on the basis of one (1) new
Newco Share for every twenty (20) existing TWGB Shares held.
TWGB will be a wholly owned subsidiary of Newco upon completion
of the Proposed Share Exchange. TWGB will be disposed of to a
third party who shall undertake to wind up the Company.
The new Newco Shares shall upon allotment and issue, rank pari
passu in all respects with the existing shares of Newco except
that such new Newco shares shall not rank for any dividends,
rights, allotments or other distribution declared prior to the
allotment of such shares.
Proposed Debt Settlement
The Proposed Debt Settlement entails the settlement and
compromise repayment of the outstanding scheme debts owing by
TWGB Group to its secured and unsecured creditors
(Creditors) amounting to RM122,156,811.
Details of the proposed settlement for each class of Creditors
are as follows:
(i) Secured Creditors
The proposed full and final settlement of the outstanding scheme
debt balances amounting to RM56,148,162 as at 31 May 2001 owing
to the financial institutional lenders which are secured against
a fixed charge over all the landed properties of TWGB
(Secured Creditors) shall be settled via cash settlement
amounting to RM34,000,000 and the issuance of 10,000,000 new
Newco Shares.
Subsequent to the said proposed settlement, the balance of the
debt amounting to RM12,148,162, will be completely waived.
(ii) Unsecured Creditors
The proposed full and final settlement of the outstanding scheme
debt balances amounting to RM66,008,649 as at 31 December 1999
owing to creditors which are unsecured (Unsecured Creditors)
shall be settled via cash settlement amounting to RM5,946,650
and the issuance of 7,255,079 new Newco Shares.
Subsequent to the said proposed settlement, the balance of the
debt amounting to RM52,806,920 will be completely waived.
Further, interest accruing on the total outstanding debt of
RM122,156,811, arising until the Newco Shares and cash
settlement are fully issued/ paid to the Creditors, will also be
waived.
The total cash settlement of RM39,946,650 payable to the
Creditors will be financed by the proceeds from the proposed
disposal of TWGB's core business and assets to Ramatex Berhad
(Proposed Disposal), which had been approved by the Securities
Commission (SC) on 29 October 2002 and is currently pending the
approval of the shareholders at the forthcoming extraordinary
general meeting (EGM) of the Company.
Proposed Acquisition
After the incorporation of Newco, it is proposed that Newco
enters into an agreement for the acquisition of the entire
equity interest in Versatile comprising 29,828,304 ordinary
shares of RM1.00 each for a total consideration of RM78,030,000
to be satisfied by the issuance of 78,030,000 new Newco Shares
at par. As Newco has not been incorporated as at the date of
this announcement, TWGB and the vendors of Versatile have on 23
December 2002 entered into a PA to, amongst others, record their
understanding for the Proposed Acquisition.
Appropriate announcement will be made at a later date upon the
execution of a conditional sale and purchase agreement in
respect of the Proposed Acquisition.
Basis for the Purchase Consideration
The purchase consideration of RM78,030,000 for the Proposed
Acquisition was arrived at following negotiations on a willing
buyer-willing seller basis and after taking into consideration
the following:
(i) audited consolidated net tangible assets (NTA) of
Versatile of RM24,039,732 as at 31 December 2001;
(ii) future earning potential of Versatile and its
subsidiaries (Versatile Group); and
(iii) guarantee by the vendors of Versatile on the forecast
profit after tax and minority interest of the Versatile Group of
RM7,803,000 for the financial year ending 31 December 2003.
Basis for the issue price of Newco share
The proposed issue price of RM1.00 per new Newco share pursuant
to the Proposed Share Exchange and Proposed Acquisition is
arrived at after taking into consideration the following:
(a) par value of Newco share of RM1.00; and
(b) proforma consolidated NTA per share of Newco is estimated
at 28 sen upon completion of the Proposed Restructuring
Exercise.
Ranking of new Newco shares
The new Newco Shares to be issued pursuant to the Proposed
Acquisition shall, upon issue and allotment, rank pari passu in
all respects with the existing Newco Shares except that they
shall not be entitled to any dividends, rights, allotments or
other distributions declared prior to the allotment of such
shares.
Liabilities to be assumed
There are no liabilities to be assumed by Newco pursuant to the
Proposed Acquisition.
Original Cost and Date of Investment
The investment in Versatile was acquired by the vendors of
Versatile during the period from 1992 to 2002 for a total cost
of approximately RM9.1 million.
Information on Versatile
Versatile was incorporated in Malaysia under the Companies Act,
1965 on 25 November 1982 as a private limited company.
Currently, Versatile has an authorized share capital of
RM50,000,000 comprising 47,000,000 ordinary shares of RM1.00
each and 3,000,000 8% cumulative preference shares of RM1.00
each. The issued and paid-up capital of Versatile is
RM32,828,304, comprising 29,828,304 ordinary shares of RM1.00
each and 3,000,000 8% cumulative preference shares of RM1.00
each.
Versatile is principally engaged in the manufacturing and
trading of paper and board packaging products, specializing in
offset printed boxes and corrugated fibreboard cartons.
Versatile has three (3) wholly-owned subsidiaries, namely
Fairpoint Plastic Industries Sdn Bhd, Versatile Smart Components
Sdn Bhd and Imagescan Creative Sdn Bhd, which are principally
involved in manufacturing and sale of plastic products,
investment holding and color separation and lithography
respectively.
The summary of the audited consolidated results of Versatile for
the past five (5) financial years ended 31 December 1997 to 31
December 2001 are set out in Table 1.
Information on the vendors of Versatile
The respective shareholdings of the vendors of Versatile and the
number of Newco shares to be issued to them respectively
pursuant to the Proposed Acquisition are set out in Table 2.
Proposed Offer for Sale
The Creditors of TWGB Group who have collectively received
17,255,079 Newco Shares pursuant to the Proposed Debt Settlement
shall offer for sale a portion of the total Newco Shares
received, amounting to 10,600,000 Newco Shares, to the existing
shareholders of TWGB on a renounceable basis of two (2) Newco
Shares for each Newco Share held after the Proposed Share
Exchange, at a proposed offer price of RM1.00 per Newco Share.
Proposed Placement
In order to comply with the 25% public shareholding spread
required under the Listing Requirements of the KLSE, the vendors
of Versatile shall collectively propose to undertake a placement
of up to 2,600,000 Newco shares to be received by them pursuant
to the Proposed Acquisition to investors to be identified.
At the same time, any shares, which were not subscribed for by
the existing shareholders of TWGB pursuant to the Proposed Offer
for Sale, will be offered to interested placees in order to
fulfill the 25% public shareholding spread for the proposed
listing of the Newco.
The number of placement shares offered by the vendors is
computed on the assumption that the Proposed Offer for Sale will
be fully subscribed by the existing shareholders of TWGB after
the Proposed Share Exchange and that the placees satisfy the
definition of "public" as stipulated in the Listing Requirements
of the KLSE.
Proposed Exemption
Upon completion of the Proposed Acquisition, certain vendors of
Versatile, namely Versatile Credit & Leasing Sdn Bhd (Versatile
Credit) and Wisefield Resources Sdn Bhd (Wisefield), will
collectively hold 59,723,649 Newco Shares representing
approximately 59.4% equity interest in Newco. Pursuant to Part
II of the Code, both the vendors, Versatile Credit and Wisefield
would be obliged to extend a mandatory offer to acquire the
remaining Newco Shares not already owned by them after the
Proposed Acquisition.
In this regard, an application will be made to the SC for an
exemption from the obligation of a mandatory offer under
Practice Note 2.9.3 of the Code.
Proposed Transfer of Listing Status
Upon completion of the aforementioned proposals, TWGB will
transfer its listing status to Newco. Consequently, TWGB will be
delisted from the Official List of the Main Board of the KLSE
and Newco will be listed in its place on the Main Board of the
KLSE.
RATIONALE FOR THE PROPOSED RESTRUCTURING EXERCISE
The financial crisis that beset the East Asian region in 1997
and 1998 has severely affected the business of the TWGB Group,
which is principally involved in the manufacturing of garments.
As a result of the financial crisis coupled with the TWGB
Group's significant borrowings, the TWGB Group suffered an
audited loss before tax of RM27.1 million and RM6.0 million
(excluding exceptional gain on disposal of subsidiaries) for the
financial years ended 30 April 2001 and 30 April 2002
respectively. In the face of financial adversity, the TWGB Group
is not able to service the interest obligations on its
borrowings when they fall due. Meanwhile, the interest burden
had also contributed to the substantial losses of the TWGB
Group.
In view of the foregoing, the Proposed Restructuring Exercise is
imperative to put the TWGB Group on a stronger financial footing
to enable the TWGB Group to continue as a going concern, return
to profitability and enhance returns to shareholders and
creditors in the long run. The objective of the Proposed
Restructuring Exercise is to enable TWGB to restructure via
Newco, a newly incorporated company, and discharge in an
equitable and orderly manner its outstanding debts, which will
allow its lenders to receive a higher possible return than they
would otherwise receive if TWGB were to be liquidated.
The Proposed Restructuring Exercise will also alleviate the
current debt burden of TWGB Group through debt waiver and debt
conversion into securities of Newco. The existing shareholders
of TWGB will be able to continue to participate in the
restructured group under Newco through the offer for sale of
Newco Shares.
INDUSTRY REVIEW AND FUTURE PROSPECTS
Real Gross Domestic Product growth in the Malaysian economy
strengthened in the third quarter of 2002 to an annual rate of
5.6%, following growth of 3.9% and 1.1% in the second and first
quarters respectively. On a cumulative basis, real output
expanded by 3.5% in the first three (3) quarters of 2002. The
expansion in economic activity was reflected in the broad-based
growth across all sectors. For the second consecutive quarter,
the manufacturing sector emerged to provide the main impetus to
higher output growth. In the face of strong external demand,
growth was led by stronger performance of the export-oriented
industries, which increased to 11.2% (2Q 2002: 6%). Output of
the domestic-oriented industries continued to expand, although
at a moderate pace of 1.8% (2Q 2002: 8.2%).
Overall, the performance of the Malaysian economy in the third
quarter was stronger. The strength of the economic expansion,
however, would be influenced by global developments. Continued
gradual recovery in the US economy is expected going into 2003.
In the fourth quarter, the domestic demand is expected to remain
strong. Seasonal factors, with three (3) festivals during this
quarter, are expected to sustain consumer spending at a high
level.
(Source: Economic and Financial Developments in the Malaysian
Economy in the Third Quarter of 2002, Bank Negara Malaysia, 27
November 2002)
The Versatile Group is primarily involved in the manufacturing
and trading of paper and board packaging products, specializing
in offset printed boxes. Offset packaging is one of the major
and advanced section of the printing and packaging industry and
is widely used by various type of industries ranging from
technology to consumer products. The Versatile Group has, over
the years, capitalized on its strengths and diversified into
manufacturing of plastic packaging products using thermoform
processes and precision plastic injection molding, and provision
of color separation services and lithography, both of which play
a complementary role to its core business. It has since
established itself as a 'one-stop' integrated printing and
packaging solutions provider.
The demand for Versatile Group's packaging products stems from
the performance of the sub-sectors of its customers, namely food
and beverages, rubber-based products and electrical and
electronics products, which form part of the overall
manufacturing sector. The demand for Versatile Group's products
and services will therefore, to a certain extent, be dependent
on the performance of the abovementioned sub-sectors. Whilst the
Malaysian food-manufacturing sector is seen to have high growth
potential with the Government's commitment to increase the
country's food production, Malaysia's rubber manufacturing
industry, especially the latex-based sector, which is export-
oriented in nature, had expanded impressively in the last
decade. In the electronics sector, the Semiconductor Industry
Association forecasts that semiconductor sales are likely to
accelerate and grow by 23.2% in 2003 led by strong growth in the
Asia-Pacific region, a reflection of stronger intra-Asian trade
in electronics and domestic demand growth within Asia. Growth of
the electronics industry, the main driver of the manufacturing
sector, is envisaged to gain strength (Source: Economics Report
2002/2003). The positive outlook of the development of these
sub-sectors should augur well for the Versatile Group.
RISK FACTORS
Notwithstanding the prospects of the industry as described in
Section 4 above, the business activities of Newco and its
subsidiaries (Newco Group) are exposed to certain risks. Among
the factors (which may not be exhaustive) that may have an
impact on the shareholders of the Newco Group are as follows:
(i) Change in business direction
Over the past few years, the TWGB Group had been principally
involved in the manufacturing of garments. Upon completion of
the Proposed Restructuring Exercise, the Newco Group will be
involved in the packaging industry. The business risks
associated with the packaging industry will present a new set of
business and management challenges to the Newco Group as
highlighted in the ensuing paragraphs.
(ii) Business risks
The Newco Group is subject to risks inherent in the packaging
industry, including, inter-alia, supply of labor, changes in
cost of labor, changes in raw material prices, changes in
general economic conditions and business conditions, appropriate
pricing of finished products that will earn the Newco Group the
required return, the cost of financing and risks of purchaser
default. Apart from the above, the Newco Group also faces common
issues inherent in the industry such as shortages of raw
materials, a decline in credit worthiness of its trade and other
debtors and technological advances. No assurance can be given
that a change in any of these factors will not have a material
adverse effect on the Newco Group's business.
(iii) Competition
The Newco Group faces competition from existing competitors and
new market entrants in the future. Whilst the Newco Group,
through the Versatile Group, seeks to maintain its
competitiveness by establishing a good working relationship with
its customers and constantly upgrading its design and production
capabilities to provide quality products to meet the customers'
demands for speed, cost-effectiveness and flexibility, no
assurance can be given that the Newco Group will be able to
increase or maintain its market share in the future.
(iv) Dependence on key personnel
Upon completion of the Proposed Restructuring Exercise, the
management of the Newco Group shall comprise the existing key
management of the Versatile Group. The success of the Newco
Group will depend to a significant extent upon the ability and
continued efforts of the Directors and senior management of the
Versatile Group. The Newco Group's future success will also
depend upon its ability to attract and retain skilled personnel.
The retention of key members of the senior management team is
important to maintain the competitiveness of the Newco Group.
Competitive employment packages will be proposed to motivate and
retain the senior management team.
(v) Political, Economic and Regulatory Developments
Similar to all other business entities, changes in political,
economic and regulatory conditions in Malaysia and the countries
to which the Newco Group exports to could materially affect the
financial and business prospects of the Newco 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.
(vi) Foreign currency fluctuation
The Newco Group is exposed to foreign exchange fluctuation risk
as its purchases of raw materials are mainly denominated in US
Dollar (USD) and Australian Dollars (AUD). Any fluctuation in
the exchange rate between the USD, AUD and Ringgit Malaysia will
affect the operating cost of the Newco Group. However, the
foreign currency fluctuation risk has been mitigated by the
exchange control rules implemented since 1 September 1998, which
effectively pegged the Ringgit Malaysia to US Dollar at a fixed
rate of RM3.80 to USD1.00. The Newco Group further seeks to
limit the risk of foreign exchange fluctuation through
negotiations with customers for corresponding increase in the
average selling price of its products. Nevertheless, no
assurances can be given that the peg will be maintained in the
future and that if the peg is removed or revised, it will not
have an adverse material effect on the performance of the Newco
Group.
(vii) No prior public market for Newco shares
Prior to the proposed listing of Newco shares, there were no
established trading markets for the said shares. No assurance
can be given that an active market for the Newco shares will
develop upon listing of these shares on the KLSE, or if
developed, that such markets will be sustained. The future
market prices of the Newco shares may depend on, inter alia, the
stock market sentiment, interest rates, future profitability of
the Newco Group and the industry in which the Newco Group
operates. There is no assurance that the issue price of RM1.00
of the Newco shares will correspond to the price in which Newco
shares will be traded on the Main Board of the KLSE upon or
subsequent to their listing.
FINANCIAL EFFECTS
Group structure
The group structure before and after the Proposed Restructuring
Exercise is set out in Table 3.
Share capital
The effects of the Proposed Restructuring Exercise on the issued
and paid-up share capital of Newco are set out in Table 4.
Earnings
Barring any unforeseen circumstances, the Proposed Restructuring
Exercise is expected to contribute positively to the earnings of
the enlarged Newco Group, upon its completion.
NTA
Subject to review by the reporting accountants, the proforma NTA
per share of Newco Group after the Proposed Restructuring
Exercise will be 28 sen.
Shareholdings structure
The effects of the Proposed Restructuring Exercise on the
shareholding structure of Newco are set out in Table 5.
Gearing
The Proposed Restructuring Exercise does not have any impact on
Newco's gearing.
APPROVALS REQUIRED
The Proposed Restructuring Exercise is conditional upon the
following approvals:
(i) SC;
(ii) Foreign Investment Committee;
(iii) Ministry of International Trade and Industry;
(iv) KLSE for the admission to the Official List and the listing
and quotation for the entire enlarged issued and paid-up share
capital of Newco after the Proposed Restructuring Exercise and
the delisting of TWGB;
(v) the Court for its sanction pursuant to Section 176 of the
Companies Act, 1965;
(vi) shareholders of TWGB at an EGM to be convened;
(vii) Creditors of TWGB for the Proposed Debt Settlement; and
(viii) any other relevant authorities / parties.
The proposals are inter-conditional upon one another.
DIRECTORS' AND MAJOR SHAREHOLDERS' INTERESTS
None of the Directors and major shareholders of TWGB and persons
connected to them has any interest, direct or indirect, in the
Proposed Restructuring Exercise.
DIRECTORS' STATEMENT
The Board of Directors of TWGB, after careful deliberations on
various factors, is of the opinion that the Proposed
Restructuring Exercise is in the best interest of TWGB.
DEPARTURE FROM THE SC'S GUIDELINES
The SC's Guidelines have been fully adhered to in relation to
the Proposed Restructuring Exercise.
ADVISERS
Alliance has been appointed as the advising merchant bank for
the Proposed Restructuring Exercise.
APPLICATION TO AUTHORITIES
The application to the authorities on the Proposed Restructuring
Exercise is expected to be made within one (1) month from the
date of this announcement.
DOCUMENTS FOR INSPECTION
A copy of the PA will be available for inspection at the
Registered Office of TWGB at #57-10, The Boulevard Mid Valley
City, Lingkaran Syed Putra 59200 Kuala Lumpur during normal
office hours from Mondays to Fridays (except public holidays)
for a period of three (3) months from the date of this
announcement.
Tables from 1-5 can be found at
http://www.bankrupt.com/misc/TCRAP_Tai1230.doc.
TECHNO ASIA: Revaluates Group's Fixed Assets
--------------------------------------------
The Special Administrators of Techno Asia Holdings Berhad
(Special Administrators Appointed) wish to announce the details
of the valuation exercises, which were conducted on the fixed
assets of the Company and its subsidiaries in 2001, as follows:
a) The valuations were commissioned by the Special
Administrators for the purposes of the workout proposals
formulated for the Company and several of its subsidiaries;
b) The valuation of the fixed assets is not subject to the
approval of the Securities Commission. However, submissions for
the proposed disposal / set-off of certain of these assets were
made to the Securities Commission on 29 March, 2002 and 28 June,
2002. Pursuant thereto, announcements regarding approvals /
conditions imposed by the Securities Commission were made by the
Company on 4 December, 2002 and 20 December, 2002.
c) The revaluation surplus/(deficit) for each asset is as
indicated in the attached Schedule A;
d) The revaluation surplus has already been incorporated in
the audited accounts of the Company for the financial year ended
31 December, 2001 and the effect of the valuations on the net
tangible assets per share of the Company is per attached
Schedule B;
e) The names of the valuers are as indicated separately in
the attached Schedule A;
f) The dates of valuation are as indicated separately in the
attached Schedule A;
g) The values placed on the assets by the respective valuers
are as indicated separately in the attached Schedule A.
Schedule A can be found at
http://www.bankrupt.com/misc/TCRAP_TAHB1230.docand Schedule B
at http://www.bankrupt.com/misc/TCRAP_TAHBB1230.xls.
UNITED CHEMICAL: Court Dismisses Summary Judgment Application
-------------------------------------------------------------
United Chemical Industries Berhad (UCI) would like to advise the
Kuala Lumpur Stock Exchange that the Court dismissed both of
UCI's summary judgment application against Sungei Wang
Properties Sdn Bhd (SWP) and the application to strike out SWP's
counterclaim against UCI with costs on 20 December 2002. The
only reason given for the decisions were that there were triable
issues which could only be resolved in a full trial.
UCI has filed in the Notice of Appeal on 23 December 2002.
=====================
P H I L I P P I N E S
=====================
ASIAN TERMINALS: Signs P1.32B Notes Facility With Banks
-------------------------------------------------------
Asian Terminals Inc. has signed 1.32 billion peso notes facility
with banks led by Standard Chartered Bank, AFX Asia said on
Friday.
The notes facility will have varying maturity dates and will be
used to fund capital expenditure as well as refinance existing
debt.
For a copy of the disclosure, go to
http://bankrupt.com/misc/tcrap_ati1227.pdf
DIGITAL TELECOMMUNICATIONS: Arroyo Signs Digitel Franchise
----------------------------------------------------------
Philippine President Gloria Arroyo has approved a 25-year mobile
service franchise for Digital Telecommunications Philippines
Inc., the Philippine Star reports and AFX Asia reports.
Digitel's mobile venture will require investment of US$180
million by the end of the first phase. The first phase covers
the construction of 681 cell sites nationwide.
According to Wright Investor's Service, Digital
Telecommunications Phils Inc. at the end of 2001 had negative
working capital, as current liabilities were 8.99 billion
Philippine Pesos while total current assets were only 6.01
billion Philippine Pesos.
EVERFLOW GROUP: SEC Files Criminal Raps Versus Owners
-----------------------------------------------------
On December 23, 2002, the Securities and Exchange Commission
filed at the Makati Fiscal's office a criminal complaint against
the owners of the Everflow Group of Companies, led by Felix and
Iris Aquino, reports the Philippine Star.
The filing of the case is part of a series of complaints to be
lodged by the commission against corporations allegedly used by
Multinational Telecom Investors Corporation (Multitel) in
perpetuating its activities.
The Everflow Group is said to be conduit of Multitel, which had
been permanently enjoined by the SEC from further soliciting
investments from the public. A cease-and-desist order (CDO) had
been issued against Multitel and other conduit firms as early as
January this year.
The Everflow Group has promised investors monthly interest of 10
to 15 percent for a minimum placement of 50,000 pesos for a
period of three to six months plus the return of their
investment at the end of the holding period.
Everflow director and merchant marine Capt. Felix C. Aquino said
the Company merely acted as Multitel's financial accountant for
a certain period of time.
Tomas Syquia, head of the SEC's Compliance and Enforcement
Department, said criminal complaints to be lodged against other
conduit firms of Multitel would be filed during the first
quarter of 2003.
NATIONAL POWER: Posts FY02 Net Loss of US$470.54M
-------------------------------------------------
The National Power Corp. (Napocor) posted losses of 25 billion
Philippine pesos (US$470.54 million) for the period January to
September this year due to a drop in electricity sales and a
government-mandated rate cut, the Business World reported on
Friday.
The power firm also registered a negative return on rate base
(RoRB) of 4.6 percent, according to its income statement as of
September 30. Napocor incurred 17.3 billion pesos in losses for
the January-August period. Last year, it recorded 10.3 billion
pesos in net loss.
Napocor blames the huge loss on Malacanang order for the utility
to reduce its purchased power cost adjustment charges to a
uniform 40-centavo per kilowatt-hour in May.
PHILIPPINE LONG: Clarifies Issuance of P2B Notes Report
-------------------------------------------------------
Philippine Long Distance Telephone Co. responded to news article
"PLDT seeks SEC okay for P2-B peso notes" published in the
December 25, 2002 issue of the Philippine Star.
The article reported that: "Telecommunications giant Philippine
Long Distance Telephone Company is seeking the approval of the
Securities and Exchange Commission to issue P2-billion one-year
peso notes to fund its working capital requirements. Based on
the registration statement filed with the SEC, the pesos notes
shall be redeemed at 100 percent of face value. Citicorp Capital
Philippines Inc., a member of Citibank N.A., was tapped as lead
underwriter for the issue.
Philippine Long Distance Telephone Company (TEL), in a letter to
the Exchange dated December 26, 2002, confirmed that:
"On December 20, 2002, PLDT filed with the Securities and
Exchange Commission the Registration Statement for the issue of
up to P2-billion One-Year Peso Notes, the proceeds of which will
be used to fund PLDT's working capital requirements. The Pesos
Notes will be redeemed at 100 percent of face value.
The Company also confirms Citicorp Capital Philippines, Inc. has
been appointed as arranger and also as lead selling agent
together with Citicorp Securities, Inc. for the issue.
For a copy of the press release, visit
http://bankrupt.com/misc/tcrap_pldt1227.pdf
=================
S I N G A P O R E
=================
L&M GROUP: Posts Notice of Shareholder's Interest
-------------------------------------------------
L&M Group Investment Limited posted a notice of changes in
substantial shareholder Jobs Opt Pte Ltd's interest:
Notice Of Changes In Substantial Shareholder's Interests
Name of substantial shareholder: JOBS OPT PTE LTD
Date of notice to Company: 23 Dec 2002
Date of change of interest: 23 Dec 2002
Name of registered holder: The Central Depository (Pte) Ltd
Circumstance(s) giving rise to the interest: Sales in open
market at own discretion
Shares held in the name of registered holder
No. of shares which are the subject of the transaction:
20,000,000
% of issued share capital: 1.22
Amount of consideration per share excluding brokerage,GST,stamp
duties,clearing fee: 0.01
No. of shares held before change: 89,243,617
% of issued share capital: 5.45
No. of shares held after change: 69,243,617
% of issued share capital: 4.23
Holdings of Substantial Shareholder including direct and deemed
interest
Deemed Direct
No. of shares held before change: 0 89,243,617
% of issued share capital: 0 5.45
No. of shares held after change: 0 69,243,617
% of issued share capital: 0 4.23
NATSTEEL LTD: Anti-Dumping Orders Expire
----------------------------------------
The Board of Directors of Natsteel Limited announced that the
relevant trade authority has confirmed on December 20, 2002 that
the Company's appeal for an extension of the anti-dumping orders
on steel rebars from Malaysia and Turkey will not be considered.
As such, these existing anti-dumping duties will expire as
scheduled January 21, 2003.
The Company is presently unable to quantify the impact of the
non-extension of anti-dumping orders on the group's steel
business. However, this impact is expected to be adverse to the
prospects of the group's steel business in Singapore. The
Company will monitor the competitive situation and where
necessary, take appropriate steps.
PENTION INTERNATIONAL: Unveils Financial Results
------------------------------------------------
Penton International Limited incurred a loss of $11,824,963 for
the financial year ended 30 April 2002, its current liabilities
exceeded its current assets by $1,341,486 and its total
liabilities exceeded its total assets by $442,348.
The Company also provided guarantees to third parties of
S$8,450,000. Subsequent to year-end, Atech Moulds Manufacturing
Pte Ltd, its subsidiary in Singapore, lost a major customer and
C.A.C. Tooling Holdings Limited and subsidiaries, its
subsidiaries in United Kingdom, were placed under receivership.
Accordingly, there is uncertainty with regard to the ability of
the Company and the Group to continue to operate as a going
concern and the ability of the Company to meet its obligations
under these guarantees to third parties.
Penton International Ltd is engaged in designing and
manufacturing plastic injection moulds for tooling applications
in the automotive, information technology and electronics
industries.
===============
T H A I L A N D
===============
CALCIUM PRODUCT: Files Business Reorganization Petition
-------------------------------------------------------
The Petition for Business Reorganization of Calcium Product
Company Limited (DEBTOR), engaged in producing and distributing
any of calcium products for paper, plastic, pvc, fiberglass,
color and glue industries, was filed to the Central Bankruptcy
Court:
Black Case Number 1058/2543
Red Case Number 10/2544
Petitioner : CALCIUM PRODUCT COMPANY LIMITED
Planner: Mr. Paramiat Kajonvittaya
Debts Owed to the Petitioning Creditor : 605,651,838.91 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 22,
2001
Deadline for the Planner to submit the Reorganization Plan to
Official Receiver : May 22, 2001
Planner postponed the date of submitting the reorganization plan
#1st to June 22, 2001
Planner postponed the date of submitting the reorganization plan
#2nd to July 22, 2001
Appointment date for the Meeting of Creditors to consider the
plan : August 29, 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 October 19, 2001
Announcement of Court Order Cancelled the Petition for Business
Reorganization in Matichon Public Company Limited and Siam Rath
Company Limited: December 14, 2001
Announcement of Court Order Cancelled the Petition for Business
Reorganization in Government Gazette : January 8, 2002
Contact : Miss Umaporn Tel, 6792525 ext 133
EASTERN WIRE: Updates Reorganization Plan Status
------------------------------------------------
Eastern Wire Public Company Limited, in reference to the
Business Reorganization Plan approved by the Central Bankruptcy
Court on June 21, 2001 and the appointment of Mr. Phiraphan
Phalusuk as the Plan Administrator, informs the progress of
business reorganization plan for the sixth period as follows:
1. Release of mortgage machine
Mortgage machine has not been release since Siam City Bank
Public Company Limited did not complete document of mortgage
release.
2. Principal repayment to the creditors
Cmic Finance and Securities Company Limited, the remaining
creditors, has not yet taken a payment because of liquidation.
MODERN HOME: Share Registered Book Closing Date January 10
----------------------------------------------------------
In reference to the letter dated 19th December, 2002 informing
the process of capital restructuring in accordance with the
Rehabilitation Plan of Modern Home Development Public Company
Limited. The aforesaid capital restructuring would effect
company's registered capital and paid-up capital and also effect
the number of shares of the creditors and each of shareholders.
Modern Home Planner Company Limited, as the Company's Plan
Administrator, would like to inform the registrar of the Stock
Exchange of Thailand that the Company would like to close the
share registered book of the Company on the date of 10th
January, 2003 at 12:00 until the capital restructuring process
has been executed and cease to issue any share certificate
during such period.
RAIMON LAND: Posts Warrants Offering Results
--------------------------------------------
In reference to Raimon Land warrant listing application, which
was approved by SEC on December 16, 2002.
Raimon Land Planner Co., Ltd. as the Plan Administrator of
Raimon Land Plc. would like to report on the results of warrant
offering in the amount of 299,843,416 free warrants as follows:
1. Offering warrants to the existing shareholders
Offering warrants 199,875,416 units to the existing shareholders
whose names appear on the share register book on the book
closing date of July 18th 2002 at the ratio of 1 existing share
to 4 units of warrants
2. Offering warrants to the existing shareholders who subscribed
for the capital increase ordinary shares
Offering warrants 99,968,000 units to the existing shareholders
whose names appear on the share register book on the book
closing date on July 18th 2002 at the ratio of 1 existing share
to 1 unit of warrant, which resulted that the existing
shareholders reserved shares totaling 43,129,478 shares
equivalent to offer warrants 43,129,478 units to existing
shareholders.
The remaining of capital increase ordinary shares and warrants
in amount of 56,838,522 shares and / or units, which resulted as
follows:
a) Offering shares to the major shareholders which resulted
that Knight Thai Strategic Investments Ltd. subscribed the
capital increase ordinary shares of 4,000,000 shares equivalent
to offer warrants 4,000,000 units.
b) Offering shares to the other existing shareholders who
expressed their intention to subscribe the capital increase
ordinary shares in addition to their allotted rights, which
resulted that 52 existing shareholders subscribed 4,211,080
shares equivalent to offer warrants 4,211,080 units.
c) Offering shares to investors in a private placement, which
resulted that there were two investors who subscribed for the
capital increase ordinary shares as follows:
- K2 Assets Management Pty Ltd. amounting to 1,600,000 shares
- ACH Investments Pte. Ltd. amounting to 715,000 shares
Totaling 2,315,000 shares equivalent to offer warrants
2,315,000 units
There were 46,312,442 capital increase ordinary shares and
46,312,442 warrants remaining, which the company will from time
to time offer to the investors by way of private placement. The
exercise period is not to exceed 6 months effective from 17th
December 2002.
VINYTHAI PUBLIC: TRIS Rates Bt7,400 Sr Secured Debentures "BBB"
---------------------------------------------------------------
TRIS Rating Co., Ltd. has affirmed the company rating of
Vinythai Public Company Limited (VNT) and the rating of VNT's
Bt7,400 senior secured debentures at "BBB". The ratings continue
to reflect the company's low cost position, its capable
management team and support from its principal shareholders,
Solvay S.A. and Charoen Pokphand Group (CP). The ratings also
take into consideration the company's improving cash flow
protection and the expectation of growing demand for polyvinyl
chloride (PVC). However, the uncertainty of the world economy,
the domestic oversupply of PVC and still fierce price
competition in the domestic market will affect the profit
margins of Thai producers.
TRIS Rating reported that VNT is Thailand's second largest PVC
manufacturer with about 25% of total domestic capacity and sales
of about 30% of domestic consumption in 2001. The company's
products are PVC suspension, PVC emulsion and caustic soda. The
major consumers for PVC are producers of pipes, fittings, film,
sheet, profile and cable.
TRIS Rating said, Solvay, one of the world's largest producers
of vinyl products with 8,725 million euros in sales in 2001, has
a 46% ownership in VNT. Solvay supervised the construction of
the fully integrated production complex of VNT to meet
international standards. Under the covenants of VNT's
debentures, Solvay and CP have committed to providing up to
Bt800 million through equity or subordinated loans to ensure
VNT's liquidity to service debt obligations.
Strong performance in 2000 was followed by significant
deterioration in 2001, but the company's profitability picked up
well for the first three quarters of 2002. Gross profit margins
before depreciation and amortization have been relatively high,
from 40% in 2000 to 32% in 2001 and surged to 39% during the
first nine months of 2002. Almost all of VNT's sales are linked
to the US dollar, while about 50% of operating costs are US
dollar-linked. The company's debt to capitalization ratio was
85% to 100% during 1997-1999, but was reduced gradually through
2000 to 62%. The ratio continued to improve, reaching 51% as of
September 2002. Funds from operation (FFO) to total debt
improved from 2% in 1998 to 7% in 1999 and surged to around 18%
and 11% in 2000-2001. This ratio was boosted to approximately
19% (non-annualized) during the first nine months of 2002.
The Electro Chemical Unit (ECU), which integrated PVC producers
normally use to measure industry health, reached its high point
in March 2000 at US$581 per ton. However, this measure gradually
declined to US$240 per ton in July 2001. The ECU recovered well
in early 2002, reaching a high of US$555 per ton in April 2002,
but it dropped disappointedly to US$351 in September 2002. Given
the likelihood of limited capacity expansion worldwide during
the next two to three years, the average ECU will likely recover
for the near to medium term. The import tariff on PVC for ASEAN
Free Trade Area (AFTA) members will be cut to 5% in 2003, and
may be cut for non-AFTA members to 12.5% in 2003. A continuing
huge oversupply situation also diminishes domestic players'
profits and has forced Thai PVC suppliers to exploit more export
markets. Producers will continue their price-cutting strategies
to protect their market shares, but as demand in the domestic
market picks up, the cuts will be less harsh, TRIS Rating said.
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.
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