/raid1/www/Hosts/bankrupt/TCRAP_Public/030205.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
Wednesday, February 05, 2003, Vol. 6, No. 25
Headlines
A U S T R A L I A
ANACONDA NICKEL: Discloses Rights Offer Documents
ANACONDA NICKEL: Panel OKs MP Global Application Withdrawal
ANACONDA LIMITED: Posts Quarterly Report
AUSTAR UNITED: Issues Test Entity - Fourth Quarter Report
AUSTRALIAN GAS: Commerce Commission Clears TCC Sale
BRANDRILL LTD: Enters Agreement for S. African Operations Sale
HILLGROVE GOLD: Deed of Company Arrangement Effectuated
PASMINCO LIMITED: Discloses Quarter Ended Dec 31 2002 Review
POWERLAN LIMITED: Issues Business Update
TOWER LIMITED: Releases 2002 Annual Report
C H I N A & H O N G K O N G
CHINA DEVELOPMENT: Final Audited Results Publication Delayed
CHONG NGAI: Winding Up Petition Pending
ORIENTAL METAL: Proceedings May Affect Restructuring Agreement
TEMFAT HINGFUNG: Incurs 2002 Net Loss of HK$53.69M
WAI YUEN: Requests Trading Suspension
I N D O N E S I A
ASTRA AGRO: CPO Selling Price Up by 40.4% to Rp3,077/kg
BANK DANAMON: IBRA To Prioritize Non-SPV Bidders in Sale
J A P A N
DAIEI INC.: Creditors Aid in US$497.8M Loan Repayment
HITACHI LIMITED: Transferring Data Storage Systems Division
MIZUHO HOLDINGS: Bad Loans Up Y5.6 Trillion
TOKYO DOME: No Dividend This Year Due to Evaluation Losses
TOSHIBA CORPORATION: Takes Full Ownership of TOIC
K O R E A
CHOHUNG BANK: Ahnkwon & Co. Conducts Due Diligence
CHOHUNG BANK: Issues $250M Subordinated Bonds
DAEWOO ELECTRONICS: May Graduate From Debt-Workout This Year
HANIL LIFE: Ailing Insurer For Sale Again
HYNIX SEMICONDUCTOR: GB Syneworks, TriGem Acquires Imagequest
HYUNDAI MERCHANT: Facing Uncertain Future After Probe
HYUNDAI MOTOR: Moody's Reviews Ratings For Possible Upgrade
M A L A Y S I A
CHASE PERDANA: Inks Joint Venture Agreement With GEA Energy
CONSTRUCTION AND SUPPLIES: Proposals Conditionally Approved
FW INDUSTRIES: In the Midst of PCDRS Negotiations
MGR CORP.: Auditors Say Recoverable Amount RM4,069,745
OLYMPIA INDUSTRIES: Enters Proposals Extension Agreements
SISTEM TELEVISYEN: Scheme of Arrangement Meetings Set on Feb 28
SOUTHERN PLASTIC: Revises Proposed Restricted Issue
TAJO BHD: Provides Defaulted Facilities Status Update
TALAM CORPORATION: Commission Registrar Strikes Off Unit
P H I L I P P I N E S
MANILA ELECTRIC: 2002 RORB Falls 3%; Net Loss Possible
NATIONAL BANK: Aims to Reduce Bad Loans by P6-9B
PHILIPPINE LONG: Striking Employees Return to Work
PILIPINO TELEPHONE: Appoints New President
S I N G A P O R E
IPCO INTERNATIONAL: Posts Deeper Losses in H102
OVERSEA-CHINESE: Dissolves Subsidiary
SEATOWN CORPORATION: Defers Financial Results
SINGAPORE SHIPPING: Dissolves SSC Maritime
T H A I L A N D
JASMIN INT'L: Explains Acumen's Late Disclosure Submission
JASMINE INT'L: TRIS Cancels Acumens's Rating Service Contract
NATURAL PARK: Posts Capital Increase Proceeds Utilization
SIAM FERRO: Files Reorganization Petition
TPI POLENE: Incurs 2002 Net Loss of Bt1,453M
- - - - - - - -
=================
A U S T R A L I A
=================
ANACONDA NICKEL: Discloses Rights Offer Documents
-------------------------------------------------
Lawyers Blake Dawson Waldron disclosed Chief Executive Officer
of MathPatterson Global Opportunities Partners LP, David
Matlin's letter, sent to Anaconda Nickel Limited shareholders
with Mongoose Pty Limited's Rights Offer Document in relation to
its offer for all of the ANL renounceable rights.
Go to http://www.bankrupt.com/misc/TCRAP_ANL0205.pdfand
http://www.bankrupt.com/misc/TCRAP_ANL10205.pdfto see the
Letter to the ANL Shareholders and the Rights Offer Document by
Mongoose, respectively.
ANACONDA NICKEL: Panel OKs MP Global Application Withdrawal
-----------------------------------------------------------
The Takeovers Panel advised Monday that it has consented to the
withdrawal of an application from MatlinPatterson Global
Opportunities Partners LP (MP Global) in relation to its
takeover bid for Anaconda Nickel Limited (Anaconda).
The application was for interim orders to prevent Glencore
International AG (Glencore), except in specified circumstances,
from acquiring rights (Rights) the subject of a fully
underwritten 14-for-1 pro rata renounceable rights issue (the
Rights Issue) being made by Anaconda under a prospectus dated 20
January 2003. Glencore is the underwriter for the Rights Issue.
The Panel's consent to the withdrawal is based on an agreement
reached between MP Global and Glencore under which both parties
have given undertakings to each other and to the Panel not to
acquire the Rights other than under a general offer, under
existing arrangements or with the Panel's consent.
MP Global has advised the Panel that the undertakings address
the issues it sought to raise under its application.
Below is the terms of the undertaking from Glencore. MP Global
has made reciprocal undertakings to the Panel.
UNDERTAKINGS PROVIDED BY GLENCORE
Glencore International AG (Glencore) undertakes to:
(a) MP Global Opportunities LP (MP Global); and
(b) the Takeovers Panel (Panel) under section 201A of the ASIC
Act,
that it will not acquire (and will ensure that none of its
related bodies corporate acquires, will use its best endeavors
to ensure that none of its other associates acquires and will
not cause any of its other associates to acquire) a relevant
interest in any renounceable rights created under the 14 for 1
pro rata renounceable rights issue to be made by Anaconda
(Rights) other than:
(a) the Rights attaching to Glencore's shareholding in
Anaconda as at the record date for the Rights Issue;
(b) pursuant to an off-market offer to acquire all of the
Rights (other than those referred to in paragraph (a) above)
made as far as practicable on a basis that would comply with
Chapter 6 if the Rights were voting shares (having regard to the
time constraints applying in the Rights Issue) and made in
conjunction with an offer to acquire all Anaconda shares, and is
announced to ASX at the same time that the offer for shares is
announced; or
(c) with the prior consent to the withdrawal or variation of
the undertaking by the Panel under section 201A of the ASIC Act
or Australian Securities and Investments Commission under
section 93AA of the ASIC Act (which consent will only be taken
to be given by ASIC after consultation by ASIC with MP Global).
This undertaking is conditional on MP Global undertaking to
(a) Glencore;
(b) the Panel under section 201A of the ASIC Act; and
(c) ASIC under section 93AA of the ASIC Act,
that it will not acquire (and will ensure that none of its
related bodies corporate acquires, will use its best endeavors
to ensure that none of its other associates acquires and will
not cause any of its other associates to acquire) a relevant
interest in any Rights other than:
(a) pursuant to an off-market offer to acquire all of the
Rights made on the same terms to each holder of rights as far as
practicable on a basis that would comply with Chapter 6 if the
Rights were voting shares (having regard to the time constraints
applying in the Rights Issue) which is made in conjunction with
an offer to acquire all Anaconda shares;
(b) under the Pre-Bid Agreement between Mongoose Pty Limited
and Anglo American Investments (Australia) Limited dated 21
January 2003; or
(c) with the prior consent to the withdrawal or variation of
the undertaking by the Panel under section 201A of the ASIC Act
or Australian Securities and Investments Commission under
section 93AA of the ASIC Act (which consent will only be taken
to be given by ASIC after consultation by ASIC with Glencore).
Accepted by
Glencore International AG
Takeovers Panel under section 201A of the ASIC Act
ANACONDA LIMITED: Posts Quarterly Report
----------------------------------------
Anaconda Limited posted its Quarterly Report for Entities
on Basis Of Commitments:
Name of entity
Anaconda Nickel Limited
ABN Quarter ended ("current quarter")
23 060 370 783 31/12/2002
CONSOLIDATED STATEMENT OF CASH FLOWS
Cash flows related to Current Year to date
operating activities Quarter (6 months)
AUD'000 AUD'000
1.1 Receipts from customers 58,104 122,564
1.2 Payments for
(a) staff costs (7,320) (14,601)
(b) advertising & marketing - -
(c) research & development - -
(d) leased assets - -
(e) other working capital (48,192) (95,078)
1.3 Dividends received - -
1.4 Interest and other items of
a similar nature received 243 423
1.5 Interest and other costs of
finance paid (7) (1,442)
1.6 Income taxes paid - -
1.7 Other (provide details if material) - -
1.8 Net Operating Cash Flows 2,828 11,866
Cash flows related to investing activities
1.9 Payment for acquisition of:
(a) businesses (item 5) - -
(b) equity investments - -
(c) intellectual property - -
(d) physical non-current assets (8,203) (16,420)
(e) other non-current assets - -
(f) acquisition of tenements - (150)
1.10 Proceeds from disposal of:
(a) businesses - -
(b) equity investments - -
(c) intellectual property - -
(d) physical non-current assets - -
(e) other non-current assets
(f) exploration, evaluation and 255 300
development
1.11 Loans to other entities - -
1.12 Loans repaid by other entities - -
1.13 Other
(a) payments for exploration, evaluation
and development (45) (129)
(b) payments to term deposits (419) (2,553)
(c) proceeds from term deposits - 1,786
Net investing cash flows (8,412) (14,666)
1.14 Total operating and
investing cash flows (5,584) (2,800)
Cash flows related to financing activities
1.15 Proceeds from issues of
shares, options, etc. - -
1.16 Proceeds from sale of
forfeited shares - -
1.17 Proceeds from borrowings 10,189 10,189
1.18 Repayment of borrowings - (351)
1.19 Dividends paid - -
1.20 Other
(a) payments for finance leases (188) (2,454)
(b) payments for debt restructure costs (5,208) (7,831)
(c) payments for share issue costs (245) (245)
Net financing cash flows 4,548 (692)
Net increase (decrease) in cash held (1,036) (3,492)
1.21 Cash at beginning of quarter/
year to date 3,692 5,630
1.22 Exchange rate adjustments to item 1.20 (317) 201
1.23 Cash at end of quarter (net of bank
overdraft) 2,339 2,339
PAYMENTS TO DIRECTORS OF THE ENTITY AND ASSOCIATES OF THE
DIRECTORS PAYMENTS TO RELATED ENTITIES AND ASSOCIATES OF THE
RELATED ENTITIES
Current Quarter
AUD'000
1.24 Aggregate amount of payments to
the parties included in item 1.2 284
1.25 Aggregate amount of loans to the
parties included in item 1.11 -
1.26 Explanation necessary for an understanding
of the transactions
Anaconda sells a portion of nickel finished product and all
cobalt finished product to Glencore International AG (Glencore)
under nickel and cobalt offtake agreements. Glencore receives a
4% discount on the market sale price under the offtake
agreements.
NON-CASH FINANCING AND INVESTING ACTIVITIES
2.1 Details of financing and investing transactions which have
had a material effect on consolidated assets and liabilities but
did not involve cash flows N/A
2.2 Details of outlays made by other entities to establish or
increase their share in businesses in which the reporting entity
has an interest N/A
FINANCING FACILITIES AVAILABLE
Add notes as necessary for an understanding of the position.
(See AASB 1026 paragraph 12.2)
Amount Amount
available used
AUD'000 AUD'000
3.1 Loan facilities
(a) Senior Secured Fixed and Senior
Secured Floating Rate Notes(i) 714,667 714,667
(b) Glencore Loan(ii) 73,535 73,535
(c) Continuing Obligations - Glencore 14,222 14,222
3.2 Credit standby arrangements
(a) Glencore Senior Secured Project Loan
Facility - US$15 million (60% terms) 26,667 10,189
(i) Each issued 28 August 1997. The Consolidated Entity is in
default of its obligations under the Senior Secured Fixed and
Floating Rate Notes (the Notes). The note holders have agreed to
forbear from exercising their rights under the Notes until the
finalization of the recapitalization and restructure of Anaconda
Nickel Limited. Reference should be made to the Company's 2002
Annual Financial Report for more information.
(ii) The Consolidated Entity has not met scheduled repayments
required under the Glencore loan. Glencore has agreed to forbear
from exercising their rights under the Glencore loan agreements
until the finalization of the recapitalization and restructure
of Anaconda Nickel Limited. Reference should be made to the
Company's 2002 Annual Financial Report for more information.
RECONCILIATION OF CASH
Reconciliation of cash at the end Current Previous
of the quarter (as shown in the quarter quarter
consolidated statement of cash flows) AUD'000 AUD'000
to the related items in the accounts
is as follows.
4.1 Cash on hand and at bank 3,008 3,692
4.2 Deposits at call - -
4.3 Bank overdraft (669) -
4.4 Other (provide details) - -
Total: cash at end of quarter (item 1.22) 2,339 3,692
ACQUISITIONS AND DISPOSALS OF BUSINESS ENTITIES
Acquisitions Disposals
(item 1.9(a)) (Item
1.10(a))
5.1 Name of entity - -
5.2 Place of incorporation
or registration - -
5.3 Consideration for
acquisition or disposal - -
5.4 Total net assets - -
5.5 Nature of business - -
AUSTAR UNITED: Commitments Test Entity - Fourth Quarter Report
------------------------------------------------------------
Austar United Communications filed on Friday its Appendix 4C
statement of cashflows for the quarter ended 31 December 2002,
as required by the Australian Stock Exchange.
To see a copy of the statement, go to
http://www.bankrupt.com/misc/TCRAP_Austar0205.pdf.A full
statement of the company's financial position for the quarter
will be released on or about 14 March 2003.
The statement shows that cash used in operating and investing
activities during the quarter ended 31 December 2002 was $2.6
million.
In addition, the statement shows that at 31 December 2003,
Austar held $32.5 million in cash and in excess of $30 million
was held in the "United Contingent Cash Account", provided by
UnitedGlobalCom as part of the agreement to refinance Austar's
debt facility.
Capital expenditure for the quarter was $8.7 million,
representing a $2.3 million reduction from the previous quarter,
with overall capital expenditure for the year remaining below
expectations due to continuing controls.
CONTACT INFORMATION: Emma Foster
CORPORATE AFFAIRS MANAGER
Telephone: 02 9295 0139
efoster@austar.com.au
AUSTRALIAN GAS: Commerce Commission Clears TCC Sale
---------------------------------------------------
NGC Holdings Ltd welcomed the Commerce Commission's approval on
Tuesday on the proposed purchase of NGC's interests in the
Taranaki Combined Cycle Power Station (TCC) by Contact Energy
Ltd.
NGC Chief Executive, Mr Phil James, said he was pleased the
Commission had cleared the transaction, which now required only
NGC shareholders' approval to proceed. A shareholders' meeting
is scheduled for 3 March 2003.
The proposed TCC sale is part of a strategic repositioning by
NGC, in which it will focus on its gas infrastructure and energy
services businesses.
This has involved NGC's withdrawal from mass market energy
retailing and the intended withdrawal from electricity
generation. Following NGC's exit from electricity retailing in
2001, NGC during 2002 sold its retail gas business to Genesis
Power Ltd for $44 million (together with the value of debtors
and unbilled amounts of approximately $17 million), and its
interests in the Southdown Cogeneration Power Station and in the
output from the Rotokawa Geothermal Power Station to Mighty
River Power Ltd for a total consideration of $87.5 million.
In addition to the proposed sale of the wholly-owned 357 MWTCC
station to Contact for $500 million, NGC also proposes to sell
its 100 percent owned 32MW Cobb hydro station to TrustPower
Limited for $92.5 million. The proposed Cobb sale is also
conditional only on NGC shareholder approval at the same
meeting.
Subject to shareholders' approval, with the completion of the
sales process, NGC will concentrate on its core businesses of
gas transportation, processing, metering and the development of
its gas portfolio.
According to Wrights Investors' Service, at the end of 2001, The
Australian Gas Light Co had negative working capital, as current
liabilities were A$1.88 billion while total current assets were
only A$1.05 billion.
BRANDRILL LTD: Enters Agreement for S. African Operations Sale
--------------------------------------------------------------
Brandrill Limited announced that it has entered an Agreement for
the sale of its wholly owned subsidiary Brandrill South Africa
(Pty) Ltd (BDSA) to Intresco Limited (Intresco). BDSA's main
asset is its 51% investment in the major South African mining
contracting business, Brandrill Torrex (Pty) Ltd (BTX). Intresco
is the investment holding company of a group of South African
investors who already have interests in the South African
mining industry.
The anticipated completion date for the sale transaction is end
of March 2003. The agreement is subject to satisfaction of
several conditions precedent, including the approval of South
African Competition Tribunal and consent from lenders to
Brandrill and BDSA, but is not subject to further due diligence
by Intresco.
The realization price is subject to normal completion
adjustments, and is consistent with the level assumed in the
preparation of the Prospectus. Although the cash return to
Brandrill from the sale will be subject to adjustments and to
fluctuations in the Rand exchange rate, completion of the sale
agreement is expected to allow a substantial reduction in
Brandrill's interest bearing debt and obligations to creditors.
Mr Ken Perry, Managing Director of Brandrill said that the sale
agreement represented the second leg of Brandrill's
restructuring plan following the successful completion of its
$12.9 million capital raising in December 2002.
CONTACT INFORMATION: Ken Perry, MANAGING DIRECTOR
Mathew Whyte, COMPANY SECRETARY
Telephone: + 61 8 9531 1777
www.brandrill.com
HILLGROVE GOLD: Deed of Company Arrangement Effectuated
-------------------------------------------------------
Clayton UTZ Lawyers, in behalf of the Hillgrove Gold Limited
(Receivers and Managers Appointed) ACN 004 297 116 announced
that on 20 May 2002 Hillgrove, Tronoh Mines Malaysia Berhad
(Tronoh) and Maxwell William Prentice and Mark Julian Robinson
of Prentice Parbery Barilla Chartered Accountants, Level 15, 25
Bligh Street, Sydney, NSW (Deed Administrators) entered into a
Deed of Company Arrangement (DOCA).
The Deed Administrators have informed the receivers and managers
of Hillgrove that in accordance with section 445C(c) of the
Corporations Act 2001, the DOCA terminated when the Deed
Administrators executed the Notice of Termination of the DOCA on
24 January 2003 (Notice).
The Deed Administrators also lodged the Notice with the
Australian Securities and Investments Commission on 24 January
2003. A copy of the Notice is attached below:
LETTER FROM PRENTICE PARBERY BARILLA
HILLGROVE GOLD NL (RECEIVERS & MANAGERS APPOINTED)
(ADMINISTRATORS APPOINTED)
ACN 004 297 116 (the Company)
We, Maxwell William Prentice and Mark Julian Robinson, of
Prentice Parbery Barilla, Level 15, 25 Bligh Street, Sydney,
NSW, as Administrators of the Dead of Company Arrangement of the
Company executed on 20 May 2002, CERTIFY that the Deed has been
wholly effectuated.
MW Prentice and MJ Robinson
DEED ADMINISTRATORS
CONTACT INFORMATION: D Landy
PARTNER
(02) 9353 4175
dlandy@claytonutz.com
PASMINCO LIMITED: Discloses Quarter Ended Dec 31 2002 Review
------------------------------------------------------------
Pasminco Limited announced that December quarter has seen
continued strong production performance from the group's
operations and a number of further steps to rationalize the
group's asset portfolio ahead of the planned re-listing in 2003.
Work also continued on the planned Australian Stock Exchange
listing of the restructured entity Pasminco Resources Limited on
the Australian Stock Exchange through a public offering. The
float is expected to occur when market conditions are considered
appropriate.
HIGHLIGHTS
Safety performance continues to improve with the group's
12-month moving average lost time medical referral injury rate
at 40, compared with 70 twelve months ago.
Pasminco achieved strong production results for the
December 2002 quarter, higher than the corresponding quarter in
2001 and only marginally below the record production results in
the September 2002 quarter.
Total production for the six months ended December 2002 was
2% higher than the corresponding period in 2001, despite the
sale of the Broken Hill Mine in May 2002.
Record Silver production was achieved during the quarter.
As part of the restructure being implemented for Pasminco,
the company announced on 24 October its intention to close the
Cockle Creek smelter in New South Wales between 2006 and 2008,
with the exact timing subject to certain factors.
On 4 December, Pasminco also announced the closure of its
US mines. Gordonsville will close by June 2003, while Clinch
Valley will be shut down over the next two years, with the exact
timing subject to certain factors.
Go to http://www.bankrupt.com/misc/TCRAP_PAS0205.pdfto see full
copy of the Quarter Ended December 31, 2002 review.
The Troubled Company Reporter - Asia Pacific reported on
December 23, 2002 that the Company has restructured
a number of business support functions in the Brisbane head
office and the Stuart Project site in Gladstone.
POWERLAN LIMITED: Issues Business Update
----------------------------------------
Australian software vendor Powerlan Limited has nearly completed
the restructuring of its operations, focusing on its own
mission-critical software products, and says its core remaining
businesses are profitable and cash flow positive.
In submitting its half-yearly cash flow statement to the
Australian Stock Exchange for the period ending December 31,
2002, Powerlan has reported it has reduced debt, eliminated
equipment lease costs and reduced operating expenses. When
combined with the positive performance of its current businesses
the Company is confident its financial situation will continue
to improve and the future is positive.
"The past six months have seen us retire major debts such as
that to the ANZ Bank and make significant progress in meeting
our legacy debts," said Theo Baker, Managing Director, Powerlan.
"We begin this half with cash reserves and a strong outlook with
positive indicators for potential new deals across all our
businesses."
Powerlan's current businesses include:
* Clarity - a leading global software vendor of carrier grade
operational Support Systems (OSS) and Network Management Systems
(NMS).
* IMX - a leading global software vendor of international
monetary systems focused on travel money and foreign exchange.
* Office Converter - the only completely automated scan and
repair conversion product in the world that migrates
Microsoft(R) Office(R) application files containing Visual
Basic(R) code.
* Portfolio Manager - a comprehensive multi-currency
investment management system designed for professional
investment managers to manage their portfolio and trading
activities in major domestic and international markets.
* Zento - a leading Managed Services Provider (MSP) focused
on IT Security and Communications.
"All these divisions are now profitable and are growing in spite
of generally difficult market conditions," said Mr Baker. "For
instance, Clarity recently won a multi-million dollar deal with
Sri Lanka Telecom.
"The management transition and restructure of IMX is progressing
well. IMX clients and staff have been reassured in Powerlan's
ongoing commitment to IMX and the staff is now focused on core
business activities.
"Having proved its ability to meet the needs of companies
dealing with sophisticated documents, commonly including macros
and automated functionality, Office Converter is winning major
enterprise deals. The product also has the informal support of
Microsoft globally, as it promotes and facilitates the upgrade
to the latest versions of MS Office and thus to the latest
versions of MS Windows.
"Portfolio Manager is continuing to win new clients with the
most notable being Tower Trust which we won in partnership with
IBM.
"Zento also continues to regularly win new business becoming a
leader in the growing MSP and IT Security market.
"These successes based on our strategy of developing,
distributing and implementing our own products make us confident
our business outlook is sound and our strategy will pay off in
the medium to long term," said Mr Baker.
CASH-FLOW SUMMARY
The consolidated cash-flow for the six months ended 31 December
2002 shows a reserve of $2.5m but with a net decrease in funds
of approximately $9.1m. These funds along with the net proceeds
from Investing Activities, of approximately $4.2m, were used in
the following manner:
* repayment of loans to the value of $9.9m, and
* $3.4m was required in addition to receipts from customers
to pay for operating expenses, which included significant legacy
expenses.
The negative operating expense had been anticipated. The reason
for this is two fold.
Firstly, operating expense payments are continuing to be made in
relation to divested businesses and businesses being wound down.
In December alone Powerlan paid approximately $1.75m in net
operating cash outflows in relation to the winding down of the
Hong Kong business. These legacy payments will continue to
affect operating cash-flow in the near future. An example of
this will be the $5m payable over a 2.5 year period in relation
to ACN056159963 Pty Ltd formerly known as Powerlan (QLD) (see
ASX Announcement dated 24 December 2002 for further details).
Secondly, the company's transition from being a reseller of
other vendors' products to a software vendor, developing
distributing and implementing its own products, has led to a
somewhat distorted cash flow based on license payments by
customers and payment schedules for implementations of major
projects. For example license fees in excess of $3.6m had been
invoiced in December, but not received as at 31 December 2002.
Therefore core business cash-flow, which excludes payments made
in relation to discontinued businesses and other legacy debts,
is positive. This will become more obvious with the retirement
of legacy payments over the next 12 months.
OPERATIONAL SUMMARY
Over the past six months Powerlan has significantly improved its
overall financial position while undergoing operational
restructure in line with its new business strategy. The key
relevant points are:
* ANZ debt of $10m cleared.
* Sale of non-core businesses including F/AMS, IT&T Careers,
IAM, Asian Axapta Consulting Business, Powerlan's Reseller
Businesses and IT&T Education.
Operational restructure also resulted in ongoing reduction of
operational costs, most notably:
* Headcount was reduced from approximately 600 in July 2002
to approximately 250 at the end of December 2002 due mainly to
the sale of the above-mentioned businesses.
* Incorporated within the sale of IAM was the elimination of
future lease repayments to the value of $2.6m.
TOWER LIMITED: Releases 2002 Annual Report
------------------------------------------
TOWER Limited posted its Annual 2002 report, which can be found
at http://www.bankrupt.com/misc/TCRAP_TWR0205.pdf.
The Company has announced a A$74.9 million loss for the year to
September 2002. It has undergone a number of one-off costs
including restructuring, IT write-downs, redundancy costs and
the re-evaluation of Bridges, which along with weak
international investments markets, contributed to the 2002 loss.
The Troubled Company Reporter - Asia Pacific reported on
December 10 last year that Standard & Poor's Ratings Services
maintained its CreditWatch with negative implications on
various Australian and New Zealand subsidiaries of Tower
Ltd. following the adverse full-year results announced by the
insurer. On Oct. 31, 2002, the ratings on Tower Ltd. group
companies had been downgraded and placed on CreditWatch
Negative.
================================
C H I N A & H O N G K O N G
================================
CHINA DEVELOPMENT: Final Audited Results Publication Delayed
------------------------------------------------------------
China Development Corporation announced that the meeting of the
Board in approving the publication of the final audited results
of the Group for the year ended September 30, 2002 will be
postponed from January 28, 2003 to February 13, 2002. The
publication of the final audited results of the Group will be
delayed to February 14, 2003m and the dispatch of the Company's
annual report will be on February 17, 2002, accordingly.
The Board wishes to state that the delay in the dispatch of the
Company's annual report and the publication of the final audited
results of the Group constitute a breach of Paragraph 8(1) and
11(1) of the Listing Agreement of the Company. The Stock
Exchange reserves the right to take actions against the Company
and/or its directors as a result of the breach.
The board also noted the increase in the price of the shares and
trading volume of the Company's shares on January 28, 2003.
Trading of the Company's shares was suspended with effect from
9:30 a.m. on January 29, 2003, and resumed from 9:30 a.m. on
February 4, 2003.
Wrights Investors' Service reports that at the end of 2001,
China Development had negative working capital, as current
liabilities were HK$309.31 million while total current assets
were only HK$170.05 million. It has reported losses during the
previous 12 months and has not paid any dividends during the
previous 2 fiscal years.
CHONG NGAI: Winding Up Petition Pending
---------------------------------------
Chong Ngai Decoration & Construction Limited is facing a winding
up petition, which is slated to be heard before the High Court
of Hong Kong on February 12, 2003 at 10:00 in the morning.
The petition was filed on December 9, 2002 by Ching Chi Hung of
Room 2608, Nga Lam House, Tsui Lam Estate, Tseung Kwan O,
Kowloon, Hong Kong. Tam Lee Po Lin, Nina represents the
petitioner.
ORIENTAL METAL: Proceedings May Affect Restructuring Agreement
--------------------------------------------------------------
Further to the previous announcements by Oriental Metal
(Holdings) Company Limited in relation to an outstanding
litigation, the Directors announced that at the hearing held on
January 27, 2003, a judgment was entered for the Bank against
the Company and its Three Subsidiaries (namely, Orienmet
Aluminium Company Limited, Orienmet Industry Company Limited and
Oriental Copper Company Limited) in respect to the Bank's claim
for a sum of approximately US$14,280,000 (equivalent to
HK$111,384,000 approximately). The exact amount of the judgment
is subject to an agreement between the parties and in the
absence of such agreement, to be determined by the Court.
The Company will immediately make an announcement when the
Company is notified about the enforcement. Such enforcement
proceedings will materially & adversely affect the Company's
financial and operation position if the restructuring agreement
cannot be concluded.
The Company was informed by HSBC (in its capacity as the liaison
bank of all creditors of the Company in Hong Kong) that the
banks were in discussion with a potential investor in relation
to a Proposal, in relation to the bank loans owed by the Company
and the subsidiaries of approximately HK$377,000,000 to all the
bank creditors of the Company in Hong Kong. The Company will
request HSBC to keep the Company informed of any progress
regarding the Proposal and will make further announcement on any
significant development in this regard as and when appropriate
upon receipt of any material information.
At the request of the Company, trading in its shares was
suspended with effect from 9:30 a.m. on January 27, 2003,
pending publication of this announcement. An application has
been made to the Stock Exchange for resumption of trading in the
shares of the Company in effect from 9:30 a.m. on February 4,
2003.
TEMFAT HINGFUNG: Incurs 2002 Net Loss of HK$53.69M
--------------------------------------------------
Tem Fat Hing Fung (Holdings) Limited posted its results
announcement summary on January 30, 2003 to the Hong Kong Stock
Exchange, as follows:
Year end date: 30/04/2003
Currency: HKD
Auditors' Report: N/A
Review of Interim Report by: Audit Committee
(Unaudited)
(Unaudited) Last
Current Corresponding
Period Period
from 01/05/2002 from 01/05/2001
to 31/10/2002 to 31/10/2001
Note ('000) ('000)
Turnover : 4,318 10,907
Profit/(Loss) from Operations : (20,796) (62,149)
Finance cost : (31,024) (36,935)
Share of Profit/(Loss) of
Associates : 0 0
Share of Profit/(Loss) of
Jointly Controlled Entities : (1,870) (5,032)
Profit/(Loss) after Tax & MI : (53,699) (104,140)
% Change over Last Period : N/A %
EPS/(LPS)-Basic (in dollars) : (0.0128) (0.0283)
-Diluted (in dollars) : 0 0
Extraordinary (ETD) Gain/(Loss) : 0 0
Profit/(Loss) after ETD Items : (53,699) (104,140)
Interim Dividend : 0 0
per Share
(Specify if with other : 0 0
options)
B/C Dates for
Interim Dividend : N/A
Payable Date : N/A
B/C Dates for (-)
General Meeting : N/A
Other Distribution for : N/A
Current Period
B/C Dates for Other
Distribution : N/A
Remarks:
1. BASIS OF PREPARATION
The consolidated interim accounts have been prepared on a going
concern basis notwithstanding that the Group had net current
liabilities of HK$869,864 and deficiency in assets of HK$787,608
as at 31stOctober 2002. On 25th May 2001, the Group's
promissory note holder Yu Ming has filed writs of summons to
demand for the repayment of amounts due and petition for the
winding-up of the Company. On 19th September 2001, the Company
entered into a Standstill Agreement with certain creditors and
bankers including the above promissory note holder
(collectively, the "Creditors").
Pursuant to the Standstill Agreement, the Creditors agreed to
take no action to recover their claims in consideration that the
Company will procure to carry out debt restructuring exercise.
Since the Standstill Agreement expired on 31st December 2001, no
creditors have taken any actions against the Company and on 9th
May 2002, the Company entered into a proposed Debt Restructuring
Agreement (Restructuring Proposal) with the Creditors and a
potential investor. The Restructuring Proposal was completed on
16th December 2002, the principal terms and conditions of which
are set out in the circular of the Company dated 4th November
2002. Although the Restructuring Proposal was completed on 16th
December 2002, the financial effects of the Restructuring
Proposal were yet to be taken into account in the preparation of
this report for the period ended 31st October 2002.
2. LOSS PER SHARE
The calculation of basic loss per share is based on the Group's
loss absorbed by shareholders after preference dividend for the
six months ended 31st October 2002 of HK$54,084,000 (six month
ended 31st October 2001: HK$104,525,000) and on the weighted
average of 4,222,563,741 (2001: 3,691,506,435) ordinary shares
in issue during the period.
The diluted loss per share for both periods is not shown as the
effect was anti-dilutive.
WAI YUEN: Requests Trading Suspension
-------------------------------------
Wai Yuen Tong Medicine Holdings Limited requested trading in its
shares be suspended with effect from 9:30 a.m. Tuesday, February
4, 2003 pending the release of an announcement in relation to a
proposed major and connected transaction.
According to Wrights Investors' Service, at the end of 2002, Wai
Yuen Tong had negative working capital, as current liabilities
were HK$64.52 million while total current assets were only
HK$56.89 million. The company also reported losses during the
previous 12 months and has not paid any dividends during the
previous 2 fiscal years.
=================
I N D O N E S I A
=================
ASTRA AGRO: CPO Selling Price Up by 40.4% to Rp3,077/kg
-------------------------------------------------------
Astra Agro Lestari Tbk (AALI)'s said its average crude palm oil
(CPO) price during January - December 2002 increased by 40.4%,
from Rp2,192/ kg in the same period last year to Rp3,077 (net
price). In December 2002, AALI's CPO selling price was at its
highest level (Rp3,433/kg) compared to the preceding 48 months.
Meanwhile, CPO sales volume in 2002 went up by 6.7% to 465,152
tons from 436,087 tons in the same period last year. In 2002,
AALI also expanded its international market successfully, as
reflected by the rise in the export market contribution,
amounting to 10.8% of the total, up from 1.9%
CPO auctions during January - December 2002 disposed off
379,500 tons, consisting of 36.7% or 139,250 tons "Super CPO"
and 63,3% or 240,250 tons of regular CPO.
Currently, AALI's Super CPO is traded at 0.5 - 1% higher than
the regular CPO price (i.e. at a premium price). The average
auction price of AALI's CPO during January - December 2002 was
Rp3,520 per kg (including VAT 10%). Since mid 2002, AALI has
increased its auctions from twice weekly to three times.
BANK DANAMON: IBRA To Prioritize Non-SPV Bidders in Sale
--------------------------------------------------------
The Indonesian Bank Restructuring Agency (IBRA) will give
priority to investors not using a special purpose vehicle (SPV)
in bidding for Bank Danamon's shares, Asia Pulse reports, citing
IBRA Deputy Chairman I Nyoman Sender, adding that investors
using SPV will trigger a new controversy, such as in the case of
telecommunications company PT Indosat.
The government plans the sale of a majority stake in the bank,
which is now 99 percent-owned by the agency, but the House of
Representatives has asked for a delay in the plan.
Chairman Sender said IBRA has received replies from invited
local and Asian investors.
=========
J A P A N
=========
DAIEI INC.: Creditors Aid in US$497.8M Loan Repayment
-----------------------------------------------------
Daiei Inc. repaid 60 billion yen (US$497.8 million) worth of
loans to Shinsei Bank, supported by three creditors namely UFJ
Bank, Mizuho Corporate Bank and Sumitomo Mitsui Banking
Corporation, Asia Pulse reported Tuesday.
The financial assistance from the three banks helped Daiei make
a payment in excess of the initially planned 40-50 billion yen.
HITACHI LIMITED: Transferring Data Storage Systems Division
-----------------------------------------------------------
Hitachi Limited announced that at a meeting of its Board of
Directors held on January 30, 2003, a decision was made to
transfer its Data Storage Systems Division, part of Hitachi's
Information & Telecommunication Systems Group that operates a
hard disk drive (HDD) manufacturing facility, and its domestic
HDD sales unit to Japanese company, Hitachi Global Storage
Technologies Japan, Inc. (CEO: Tetsuo Miyazaki; Hitachi GST) a
Japanese subsidiary of Hitachi Global Storage Technologies
(HGST), taking advantage of Japan's corporate split law to spin
off related businesses and merge them into Hitachi GST as of
April 1, 2003.
1. Purpose of Corporate Split
To further increase efficiency in HDD development, design, and
production, storage-related business handled by Hitachi GST and
Hitachi's Data Storage Systems Division and domestic HDD sales
unit will be merged, consolidating design resources and unifying
the chain of command, thereby increasing the overall
competitiveness of the Hitachi Group's storage business.
2. Outline of the Corporate Split
(1) Schedule
Approval of the corporate split agreement by Board of
Directors: January 30, 2003
Agreement signing: January 30, 2003
Approval of the corporate split agreement by General Meeting of
Shareholders of Hitachi GST: February 14, 2003
Date of the corporate split: April 1, 2003
(2) Method
1. Plan for corporate split
Hitachi will be the spin-off company and Hitachi GST will be the
assuming company in a corporate split merger. (Hitachi will
undergo in a "simple corporate split" under the Commercial Code
of Japan.)
2. Reason for adoption of the method
To consolidate Hitachi's HDD business under Hitachi GST.
(3) Stock allocation
In connection with this transaction, Hitachi GST will issue
180,000 shares and transfer them to Hitachi. Regarding the
calculation of the number of shares to be issued and transferred
in connection to this transaction, as a means to insure
transparency and suitability, an independent auditor was
entrusted to assess the value of the related businesses.
The auditor employed the discounted cash flow method. The number
of shares to be issued and transferred in connection to this
transaction was determined based on this assessment.
(4) Rights and obligations transferred to the assuming company
Hitachi GST shall acquire and assume assets, debts and material
contractual status regarding business activities to be
transferred.
(5) Anticipated fulfillment of obligations
The split company and the assuming company judged to discharge
all debts from the split date to the settlement date of said
debts.
Information on Hitachi is as of September 30, 2002, and
information on Hitachi GST is as of December 31, 2002.
4. Business Activities to Be split
(1) Split Business
HDD-related business conducted by Hitachi's Data Storage Systems
Division
(2) Assets and liabilities to be transferred (As of March 31,
2002 with adjustments)
Assets: Approximately 64,700 millions of yen,
Debts: Approximately 43,100 millions of yen.
5. Hitachi's Status after the Corporate Split
No changes will made to the company names, business contents, or
head office location of Hitachi following the corporate split.
Paid-in capital will not increase or decrease due to this
corporate split. Impact on the performance of Hitachi will not
be material.
CONTACT:
Hitachi America, Ltd.
Matt Takahashi, 650/244-7902
masahiro.takahashi@hal.hitachi.com
OR
Hitachi, Ltd.
Hirotaka Ohno, +81-3-3258-2057
hirotaka--ohno@hdq.hitachi.co.jp
MIZUHO HOLDINGS: Bad Loans Up Y5.6 Trillion
-------------------------------------------
Mizuho Holdings Inc. announced that the balance of bad loans at
Mizuho Bank, Mizuho Corporate Bank and Mizuho Asset Trust &
Banking Co. grew to 5.62 trillion yen as of December 31 from
5.42 trillion yen as of September 30, Kyodo News reports.
Breaking down the bad-loan tally of the three banking arms, the
balance at Mizuho Bank grew to 2.45 trillion yen as of Dec. 31
from 2.28 trillion yen Sept. 30, and that at Mizuho Corporate
Bank to 2.73 trillion yen from 2.69 trillion yen.
The balance at Mizuho Asset Trust shrank to 437.3 billion yen
from 451.7 billion yen.
Mizuho Holdings said the tally of latent losses on stock and
bond holdings at the three arms increased to 1.22 trillion yen
from 932.2 billion yen amid the slumping stock market.
The report said the three banks' latent losses on shareholdings
alone increased to 1.18 trillion yen from 891.0 billion yen.
TOKYO DOME: No Dividend This Year Due to Evaluation Losses
----------------------------------------------------------
Tokyo Dome Corporation may struggle after announcing on Monday
that it will not pay any dividend for the fiscal year through
March, Dow Jones reports.
In September, Tokyo Dome said it would reinstate 3 yen dividend,
but has now reversed that decision as poor stock market has
resulted in larger-than-expected evaluation losses on
shareholdings.
According to Wright Investor's Service, at the end of 2002,
Tokyo Dome had negative working capital, as current liabilities
were 274.53 billion yen while total current assets were only
256.05 billion yen.
The Group's principal activity is the operation of sport and
leisure facilities. Operations are carried out through the
following sectors: Sport and Leisure (operation of Tokyo Dome
stadium, golf courses, amusement parks and ski resorts);
Restaurants and Shops (operation of restaurants and chain
stores); Hotels (city hotels and resort hotels); Wholesale and
Retail (sports shops and variety goods stores); Real Estate
(rental); Finance (finance and leasing) and Other (building
administration and travel agencies).
TOSHIBA CORPORATION: Takes Full Ownership of TOIC
-------------------------------------------------
Notice is hereby given that the Board of Directors of Toshiba
Corporation, meeting on January 15, 2003, resolved to make
Toshiba IT-Solution Corporation (TOIC) a wholly-owned subsidiary
of Toshiba Corporation through the vehicle of a stock exchange
that will be executed on March 20, 2003*.
*Note: Pursuant to the provisions of paragraph 3 of article 413
of the Commercial Code of Japan, Toshiba shall perform the stock
exchange with TOIC without the approval of a shareholders
meeting.
1. Purpose of acquisition by stock exchange
In order to enhance the management efficiency and
competitiveness of Toshiba Group, and to increase corporate
value, Toshiba has decided to take full ownership of TOIC.
2. Conditions of stock exchange
Schedule of stock exchange
Board meeting to resolve stock exchange contract: January 29,
2003 Closing of stock-exchange contract: January 29, 2003
(Planned) TOIC's shareholders meeting on stock exchange:
February 17, 2003 (Planned)
Due date of stock exchange: March 20, 2003(Planned)
(2) Stock-Exchange Ratio: Toshiba Corporation
Note: 1. Stock allotment ratio
One of Toshiba Corporation's ordinary stock is to be allocated
to 568 of TOIC's stock. TOIC's ordinary stock already held by
Toshiba will not be applied to this allotment.
2. Basis of stock exchange calculation
Toshiba Corporation and TOIC asked New Japan Ernst and Young,
(NJEY) to provide an independent third-party evaluation of the
stock exchange ratio. NJEY conducted such an evaluation, based
on the Comparable Market Price method and Asset Based Evaluation
method, and determined the ratio stated above.
3. Number of Toshiba's shares to be exchanged
8,520 of Toshiba's ordinary stock 8,520 will be allotted by
stock exchange and no new issue of stock will be conducted.
(3) Cash distribution through stock exchange
There will be no cash distribution in relation to the stock
exchange
Contact:
Toshiba Corporation
Tadashi Okamura, President and CEO
Shibaura 1-1-1, Minato-ku, Tokyo
Contact: Hideo Kitamura, General Manager,
Corporate Communication Office
Tel: 81 3 3457 2096
=========
K O R E A
=========
CHOHUNG BANK: Ahnkwon & Co. Conducts Due Diligence
--------------------------------------------------
AhnKwon & Co. has been selected to carry out due diligence on
the value of Chohung Bank (CHB), Asia Pulse reports, citing the
Korea Deposit Insurance Corp. (KDIC).
The accounting firm, which was part of the Deloitte Touche
Tohmatsu (DTT) international team, will review the current worth
and future growth potential of Chohung in an impartial manner.
Due diligence is being conducted to remove concerns that the
government was trying to sell the bank cheaply.
The results of the due diligence will be reflected when the KDIC
carries out its final sales negotiation with the Shinhan
Financial Group.
CHOHUNG BANK: Issues $250M Subordinated Bonds
---------------------------------------------
Chohung Bank will issue $250 million in subordinated bonds at
the end of February, Reuters said on Tuesday, citing bank
official Lee Gon-hahk.
The bank is currently planning a $250 million hybrid bond issue,
lead managed by Salomon Smith Barney, although the deal has been
delayed due to merger talks involving the nationalized bank.
DAEWOO ELECTRONICS: May Graduate From Debt-Workout This Year
------------------------------------------------------------
Daewoo Electronics Co. will graduate from its debt workout
program before the end of this year, JoongAngIlbo reports,
citing Company President Kim Choong-hoon said.
Seven years after leaving the former Daewoo Group as head of its
French operations, Kim was picked to head the new electronics
Company.
He is credited with the successful financial restructuring at
Hyosung, another large corporation.
HANIL LIFE: Ailing Insurer For Sale Again
-----------------------------------------
The Korea Deposit Insurance Corporation will again send out
bidding invitations for the ailing insurer Hanil Life through
adviser Samjung KPMG F.A.S. Inc., the International Herald
Tribune reports.
South Korea has placed the insurer back on the market after
previous potential buyers failed to provide enough capital for
the insurer as required by regulators.
HYNIX SEMICONDUCTOR: GB Syneworks, TriGem Acquires Imagequest
-------------------------------------------------------------
Hynix Semiconductor Inc. has sold a 35 percent stake in its
display unit Imagequest to a consortium formed by GB Synerworks
and TriGem InfoComm for 31.5 billion won, AFX Asia reports.
The chipmaker's remaining 12.34 percent stake in Imagequest will
be transferred to the consortium by the end of this year at the
market value at the time of the deal.
When the equity transaction is completed, the consortium will
emerge as the largest shareholders of the display maker, with
each holding a 23.68 percent stake.
Imagequest was separated from Hynix in August 2000 as part of
the company's corporate restructuring scheme.
DebtTraders reports that Hyundai Semiconductor's 8.625 percent
bond due in 2007 (HYUS07KRA1) trades between 60 and 65. For
real-time bond pricing, go to
http://www.debttraders.com/price.cfm?dt_sec_ticker=HYUS07KRA1
HYUNDAI MERCHANT: Facing Uncertain Future After Probe
-----------------------------------------------------
Hyundai Merchant Marine (HMM) and its Chairman Chung Mong-hun
will face an uncertain future after the Company admitted sending
$200 million to North Korea in 2002, the Korea Times reported on
Sunday.
``We have nothing to say on the matter. It is up to the
prosecution whether they will track our bank account to
investigate the case for any punishment, a Hyundai official said
on condition of anonymity.
The remarks came after the Board of Audit and Inspection (BAI)
announced last Friday they found evidence proving the shipping
firm remitted 224 billion won ($200 million) to North Korea to
finance inter-Korean projects in North Korea in June 2000, just
days before President Kim held a historic summit with North
Korean leader Kim Jong-il in Pyongyang.
HMM's President Noh Jeong-ik has remained silent after the BAI
announcement. Noh denied any knowledge of the matter as he took
the HMM Presidency after June 2000.
HYUNDAI MOTOR: Moody's Reviews Ratings For Possible Upgrade
-----------------------------------------------------------
Moody's Investors Service on Monday placed both the Ba2 long-
term debt ratings of Hyundai Motor Co. (HMC) and the Ba3 long-
term debt ratings of Kia Motors Corp (Kia) on review for
possible upgrades.
The review is prompted by the steady improvements that both
companies have demonstrated in their recent financial
performances, given the support from the steady recovery of the
Korean market and their increased share of the US market.
HMC and Kia have together more than 70 percent of the Korean
market. Kia became a consolidated subsidiary of HMC after HMC
acquired it in 1999. The two companies have since made efforts
to integrate many areas of their operations.
The Moody's review will focus on the abilities of HMC and Kia to
sustain and improve their positions in key markets, the
competitiveness of their new products, the implementation of
cost-reduction programs to strengthen cost competitiveness, and
how the two entities can manage the impact of currency
movements.
The review will also focus on both companies' capital
expenditure requirements - in relation to their need to further
enhance their global market position - and integration benefits,
such as how HMC and Kia will further share R&D, purchasing,
logistics and platforms, while still maintaining brand
differentiation.
Hyundai Motor Co, headquartered in Seoul, is Korea's largest
manufacturer of passenger cars and commercial vehicles. Kia
Motors Corp, also headquartered in Seoul, is Korea's second
largest automobile manufacturer.
According to Wright Investor's Service, at the end of 2001,
Hyundai Motor Company Limited had negative working capital, as
current liabilities were 17.88 trillion Korean Won while total
current assets were only 12.04 trillion Korean Won.
===============
M A L A Y S I A
===============
CHASE PERDANA: Inks Joint Venture Agreement With GEA Energy
-----------------------------------------------------------
The Board of Directors of Chase Perdana Berhad announced that
the Company and GEA Energy System (India) Ltd (collectively
referred to as "the Parties") have on 30 January 2003 entered
into a Joint-Venture Agreement to join their expertise and
resources in a Joint Venture referred to as Chase Perdana - GEA
JV for the purpose of submitting a prequalification and if pre-
qualified shall submit a tender to the National Highway
Authority of India, New Delhi (NHAI) for the construction and
completion of the project known as "East-West Corridor Project."
Brief details of the Project
The East-West Corridor Project comprises 6 packages involving
the widening to 4 lanes and strengthening of the existing 2-lane
carriageway including construction of underpass, overpasses,
bridges and flyovers.
INFORMATION ON THE JOINT VENTURE
Information on GEA Energy System (India) Ltd (GEA)
GEA was incorporated in India on 18 February 1985 under the
Indian Companies Act, 1956. The authorized share capital of GEA
is RS60,000,000 divided into 6,000,000 ordinary shares of RS10
each. The issued and paid-up share capital of GEA is
RS54,000,000 divided into 5,400,000 ordinary shares of RS10
each. GEA is principally involved in turnkey engineering
construction for power, processes and infrastructure for
industries in India and overseas.
Structure of the Joint Venture (JV)
The interests to be held by the parties to the JV shall be
determined upon successful pre-qualification and prior to the
submission of tender.
Duration of the Joint Venture (JV)
The JV Agreement shall be terminated automatically and the JV
shall be dissolved upon the occurrence of any one of the
following:
a) The award of the Contract by NHAI to a Party or Parties
other than the JV;
b) Receipt by the JV of a written notice from NHAI that the
Pre- Qualification has been rejected;
c) After the Contract has been awarded to the JV and has
subsequently been executed or otherwise discharged and account
has been finally settled between the JV and NHAI and between the
Parties hereto.
APPROVALS REQUIRED
The Joint Venture is not subject to the approval of the
shareholders or any of the relevant government authorities.
EFFECTS OF THE JOINT VENTURE
In the event the Joint Venture succeeds in the tender and the
Project commences during the year, the earnings per share and
the net tangible assets per share of the Company is expected to
improve in the financial year ending 31 December 2003.
The Joint Venture will not have any effect on the share capital
of the Company.
COMPANY PROFILE
The Company (CPB) commenced operations as Tan Chew Piau
Building Contractor, a civil engineering and building
construction concern. Today, CPB is a registered Class "A"
Pusakabumi and CIDB G7 contractor able to tender for public,
quasi-government and private sector projects with no limitation
on project size and contract sum. CPB is also experienced in
restoration, renovation and upgrading works.
In the mid-1990s the Company expanded its business activities
to include the property development, plantation and finance
sectors. The type of projects it has completed include 5-star
hotels and condominiums to high-rise offices, universities,
mosques, other special purpose buildings and infrastructure
projects such as highways both in Malaysia and overseas. The
Company's latest key project is the construction of Universiti
Malaysia Sabah.
The Company is an affected listed issuer under Practice Note 4
of KLSE's Listing Requirements. Its earlier debt-restructuring
scheme (submitted to the SC on 12 July 2000) has been withdrawn
and the Tripartite Agreement (signed between the Company, Sitt
Tatt Bhd and Malaysian Resources Corporation Bhd on 16 January
2001) has been terminated. The Company subsequently proceeded
to formulate a revised debt and corporate restructuring
exercise.
The approval of the majority of the financial institution
lenders (FI Lenders) was received on 5 March 2002 and
subsequently, an in-Principle agreement was executed with all
the FI Lenders on 6 March 2002.
On 29 April 2002, the Company submitted its revised debt
restructuring to the relevant authorities. On 15 May 2002, the
said scheme was approved by the FIC. On 21 May 20002, the
Company received the approval from BNM and subsequently on 6
September 2002, the SC.
On 12 September 2002 CPB obtained a Restraining Order (RO) from
Kuala Lumpur High Court pursuant to Section 176 (10) of the
Companies Act, 1965. The RO was granted to the Company and four
of its subsidiaries up to 6 December 2002. The objective of the
RO is to allow the Company to implement the scheme without any
interference from its creditors. The Company is expected to
complete its exercise by the first half of 2003.
CONTACT INFORMATION: Suite 8.3, 8th Floor
Wisma Chase Perdana
Off Jalan Semantan
Damansara Heights
50490 Kuala Lumpur
Tel : 03-2732 7151
Fax : 03-2732 1073
CONSTRUCTION AND SUPPLIES: Proposals Conditionally Approved
-----------------------------------------------------------
On 30 December 2002, Alliance Merchant Bank Berhad (Alliance) on
behalf of the Board of Directors (Board) of Construction And
Supplies House Berhad (CASH), announced the Securities
Commission (SC) had approved its Proposals, with conditions
attached. Further, among others, the SC had also revised the
purchase consideration for the Proposed Acquisition to
RM14,400,000 which is to be satisfied by the issuance of
24,000,000 new ordinary shares of RM0.50 each in Newco (Newco
Shares) at an issue price of RM0.60, as compared to the original
purchase consideration of RM23,800,000 which was to be satisfied
by the issuance of 39,666,667 new Newco Shares at an issue price
of RM0.60 per share.
The Proposals are composed of:
ú Proposed members' scheme of arrangement involving Permata
Sentral Holdings Berhad (Newco) pursuant to Section 176 of the
Companies Act, 1965 (Act) (Proposed SOA) encompassing the
following:
- Proposed share capital reduction and consolidation
pursuant to Section 64 of the Act (Proposed Share Capital
Reduction);
- Proposed share premium reduction pursuant to Sections 60
and 64 of the Act (Proposed Share Premium Reduction);
- Proposed share exchange (Proposed Share Exchange);
ú Proposed Rights Issue;
ú Proposed Acquisition of Permata Sentral Sdn Bhd (Proposed
Acquisition);
ú Proposed Debt Restructuring;
ú Proposed listing of Newco; and
ú Proposed Waiver
DETAILS OF PROPOSED VARIATION SOUGHT
On behalf of the Board of CASH, Alliance now wishes to announce
that the Board of CASH has accepted the aforesaid revision in
the purchase consideration by the SC. However, it is now
proposed for the Newco Shares to be issued for the Proposed
Acquisition be issued at an issue price of RM0.50 instead of
RM0.60 per share.
Resulting from this, it is now proposed for the purchase
consideration of RM14,400,000 for the Proposed Acquisition to be
satisfied by the issuance of 28,800,000 new Newco Shares at the
issue price of RM0.50 per share to Dato' Musa bin Haji Sheikh
Fadzir (Dato Musa) (Proposed Variation), instead of 24,000,000
new Newco Shares at the issue price of RM0.60 per share, as
approved by the SC.
RATIONALE FOR THE PROPOSED VARIATION
The earlier rationale for the issuance of the new Newco Shares
at a premium for the Proposed Acquisition was to take into
account the amount of revaluation surplus in Permata Sentral Sdn
Bhd (PSSB) of RM3,000,000 based on the original purchase
consideration as submitted to the SC, which the Promoter had
previously proposed to share with the existing shareholders of
CASH who had suffered a capital reduction of 90% pursuant to the
Proposed SOA. Further, it was to take into account the fact that
the Proposed Acquisition is a related party transaction and
therefore the Newco Shares are proposed to be issued at a
premium.
However, with the SC's revision to the purchase consideration
for the Proposed Acquisition, there is no longer any revaluation
surplus in PSSB. Further, the SC has by a circular dated 24
October 2002 removed the requirement to attach a 5% premium to
the 5-day weighted average market price for securities issued as
consideration for acquisitions of assets from related parties,
and that securities issued as consideration for such
acquisitions must be priced at least at the 5-day weighted
average market price prior to the announcement of the
acquisition.
As a result of the above, it is proposed that the Newco Shares
to be issued for the Proposed Acquisition, be issued at an issue
price of RM0.50 per share, which is the par value of Newco
Shares.
FINANCIAL EFFECTS
Resulting from the Proposed Variation, the financial effects of
the Proposals as previously announced will be superseded by the
following:
Share capital
The effects of the Proposals (after taking into consideration
the Proposed Variation) on the share capital of CASH and Newco
are shown in Table 1.
Shareholding structure
The effects of the Proposals (after taking into consideration
the Proposed Variation) on the shareholding structure of CASH
and Newco are shown in Table 2.
Net tangible asset (NTA) and NTA per share
The effects of the Proposals (after taking into consideration
the Proposed Variation) on the NTA and NTA per share of CASH and
Newco are shown in Table 3.
Gearing
The effects of the Proposals (after taking into consideration
the Proposed Variation) on the gearing of CASH and Newco are
shown in Table 4.
Earnings
The Proposals (after incorporating the Proposed Variation) are
not expected to have any significant effect on the earnings of
CASH for the financial year ending 31 December 2002, as the
Proposals are only expected to be completed by 30 September
2003. However, the Proposals are expected to contribute
positively towards the future earnings of the Newco Group.
APPROVALS REQUIRED
The Proposed Variation is subject to the approval of the
following:
(i) The SC;
(ii) The shareholders of CASH and Newco at their respective
extraordinary general meetings to be held (as the Proposed
Variation will form part of the overall Proposals); and
(iii) Any other relevant authorities.
Further, the Foreign Investment Committee (FIC) had, vide its
letter dated 18 November 2002, stated that it had no objections
to the Proposals, subject to the condition that Newco maintains
at least 30% direct Bumiputera equity at the time of listing.
CASH will only be informing the FIC on the Proposed Variation as
it does not materially affect the shareholding structure of
Newco and the condition imposed by the FIC can be met at the
point of listing, notwithstanding the Proposed Variation.
APPLICATION TO THE SC
An application on the Proposed Variation will be made to the SC
within fourteen (14) days from the date of this announcement.
Tables 1 to 4 can be found at
http://www.bankrupt.com/misc/TCRAP_CASH0205.doc.
FW INDUSTRIES: In the Midst of PCDRS Negotiations
-------------------------------------------------
On 4 February 2002, FW Industries Berhad made its First
Announcement in accordance to Practice Note No. 4/2001
(PN4/2001) issued by the KLSE pursuant to paragraphs 8.14, 16.02
and 16.09 of the Listing Requirements of KLSE, whereby the
Company announced that it is an affected company pursuant to
PN4/2001. Under PN4/2001, FWI is required to make a requisite
announcement to the KLSE, which contains detailed plans, the
implementation of which will enable FWI to regularize its
financial condition (Requisite Announcement). The Requisite
Announcement is to be made within six (6) months from the date
of the First Announcement, i.e. by 3 August 2002.
The Company had announced that the KLSE via its letter dated 9
August 2002 approved the extension of time from 3 August 2002 to
3 October 2002, its letter dated 15 October 2002 approved the
extension of time from 3 October 2002 to 3 November 2002, its
letter dated 3 December 2002 approved the extension of time from
3 November 2002 to 3 January 2003 and subsequently, via its
letter dated 13 January 2003 approved the extension of time from
3 January 2003 to 3 February 2003 for FWI to make its Requisite
Announcement.
Presently, FWI is still in the midst of negotiating and
obtaining the approvals-in-principle from its creditors for its
Proposed Corporate and Debt Restructuring Scheme (PCDRS) and the
Company anticipates that the deadline for the Requisite
Announcement of 3 February 2003 is unlikely to be met.
Accordingly, Southern Investment Bank Berhad wishes to announce
on behalf of the Board of Directors of FWI that an application
was made to the KLSE on 30 January 2003 for an extension of time
for a period of two (2) months up to 3 April 2003 for FWI to
make the Requisite Announcement. The outcome of the said
application will be announced in due course.
MGR CORP.: Auditors Say Recoverable Amount RM4,069,745
------------------------------------------------------
In compliance with paragraph 9.19(35) of the Listing
Requirements of the Kuala Lumpur Stock Exchange, MGR Corporation
Berhad announced to the exchange the qualification as stated in
the external auditors' report for the financial year ended 30
September 2002.
The main factor, which has been considered by the external
auditors in arriving at the above qualification, is due to
certain assets held for sale of the Group and the Company are
stated at recoverable amounts of RM10,838,522 and RM4,069,745
respectively. In addition, inventories of the Group and the
Company are both stated at recoverable amounts of RM32,429
respectively. The external auditors are unable to obtain
sufficient information to assess the recoverable amounts of
these assets held for sale and of the inventories.
In view of the significance of the matters referred to above,
the external auditors are unable to form an opinion as to
whether the financial statements have been prepared in
accordance with the provisions of the Companies Act, 1965 and
the applicable Approved Accounting Standards in Malaysia.
OLYMPIA INDUSTRIES: Enters Proposals Extension Agreements
---------------------------------------------------------
Further to the announcements made by Alliance Merchant Bank
Berhad (Alliance) on 14 August 2000, 12 December 2000, 12 June
2001, 12 December 2001, 11 July 2002 and 12 December 2002 on the
Proposals, the Board of Directors of Olympia Industries Berhad
announced that the Company had, on 30 January 2003, entered into
two (2) agreements for the extension of time for fulfillment of
conditions precedent on the following conditional sale and
purchase (S&P) agreements (Extension Agreements):
(a) a conditional land acquisition agreement dated 14 August
2000 and its extensions dated 12 December 2000, 12 June 2001, 12
December 2001 and 11 July 2002 between OIB and Kenny Height
Developments Sdn Bhd for the proposed acquisition by OIB of
approximately 32.3 acres of land situated at Mukim Batu, Wilayah
Persekutuan for a purchase consideration of RM210,000,000; and
(b) a conditional assets disposal agreement dated 14 August
2000 and its extensions dated 12 December 2000, 12 June 2001, 12
December 2001 and 11 July 2002 between OIB and its subsidiaries,
namely United Malaysian Properties Sdn Bhd, Mascon Sdn Bhd and
Regal Unity Sdn Bhd and Mycom Berhad (Mycom), for the proposed
disposal to Mycom of 100% equity interest in Olympia Land
Berhad, 100% equity interest in City Properties Development Sdn
Bhd, 100% equity interest in Olympia Plaza Sdn Bhd, 100% equity
interest in Rambai Realty Sdn Bhd, 70% equity interest in
Maswarna Colour Coatings Sdn Bhd, 100% equity interest in
Salhalfa Sdn Bhd, 100% equity interest in Mascon Construction
Sdn Bhd together with four (4) storey shop office situated at
Taman Shamelin Perkasa, Kuala Lumpur and a factory unit situated
at Beranang Industrial Estate, Selangor and five (5)-acre land
situated at District of Kota Kinabalu, Sabah for an aggregate
sale consideration of RM73,175,000.
The date for fulfillment of the conditions precedent of the
above two (2) conditional S&P agreements has been further
extended for a further period of six (6) months from 12 December
2002 to 12 June 2003 or to such later date as the parties may
agree.
DOCUMENTS AVAILABLE FOR INSPECTION
The Extension Agreements are available for inspection at OIB's
registered office, Level 23, Menara Olympia, No. 8, Jalan Raja
Chulan, 50200 Kuala Lumpur during normal business hours from
Monday to Friday (except for public holidays) for a period of
three (3) months from the date of this announcement.
SISTEM TELEVISYEN: Scheme of Arrangement Meetings Set on Feb 28
---------------------------------------------------------------
Sistem Televisyen Malaysia Berhad notified that by an Order
dated the 5th day of December 2001, the Court has directed
meetings to be convened in respect to the shareholders
(collectively "Scheme Shareholders") of SISTEM TELEVISYEN
MALAYSIA BERHAD, for the purpose of considering and if thought
fit approving with or without modification, a scheme of
arrangement proposed to be made between the Applicant and the
Scheme Shareholders (the Scheme of Arrangement) and that such
meetings will be held at the Theatrette, Sistem Televisyen
Malaysia Berhad, Sri Pentas No.3 Persiaran Bandar Utama, Bandar
Utama 47800 Petaling, Selangor Darul Ehsan on 28 February 2003
at the following times:
Class A - comprising all Scheme Shareholders other than MRCB or
immediately following the conclusion or adjournment of the
Extraordinary General Meeting to be held on the same date at
10:35 am
Class B - comprising MRCB or immediately following the
conclusion or adjournment of the court convened meeting for
Class A Scheme Shareholders to be held on the same date.
The Scheme Shareholders entitled to attend the Court Convened
Meeting will be furnished by the Applicant of Sri Pentas, No.3,
Persiaran Bandar Utama, Bandar Utama, 47800 Petaling, Selangor
Darul Ehsan, by way of ordinary post, with a copy of the Scheme
of Arrangement, the Explanatory Statement setting out the
Proposed Scheme of Arrangement pursuant to section 177(1)(a) of
the Companies Act 1965 together with a Form of Proxy
(hereinafter referred to as "the said Documents", which can be
found at http://www.bankrupt.com/misc/TCRAP_TV30205.pdf).
In any event, the Applicant will make available to the Scheme
Shareholders copies of the Documents which can be collected by
the Scheme Shareholders from the office of the Applicant at
their address stated above on any day prior to the day appointed
for the Court Convened Meeting, except Saturdays and Sundays,
between 9:00 a.m. and 5:00 p.m.
The Scheme Shareholders may vote in person at the meeting as
they are entitled to attend or they may appoint another person
as their proxy to attend and vote in their stead.
It is requested that forms appointing proxies be lodged with the
Applicant's Share Registrar, Malaysian Share Registration
Services Sdn Bhd, situated at 7th Floor, Exchange Square, Bukit
Kewangan, 50200 Kuala Lumpur not less than forty eight (48)
hours before the time appointed for the first of the said Court
Convened Meetings.
By the Order, the Court has appointed En. Shahril Ridza bin
Ridzuan (NRIC No. 701006-01-5169), or failing him, En. Abdul
Rahman bin Ahmad (NRIC No. 690523-10-5575) to act as Chairman of
the meeting and has directed the Chairman to report the results
thereof to the Court.
To see full copy of the EGM Notice, go to
http://www.bankrupt.com/misc/TCRAP_TV3Notice0205.pdf.
SOUTHERN PLASTIC: Revises Proposed Restricted Issue
---------------------------------------------------
Southern Plastic Holdings Berhad refers to the announcements
dated 21 November 2002, 11 December 2002, 16 December 2002, 31
December 2002 and 28 January 2003 respectively in relation to
the Proposals, which involves the Proposed Restricted Issue,
Proposed Special Bumiputera Issue, Proposed Acquisitions and the
Proposed Debt Restructuring Scheme.
On behalf of SPHB, Commerce International Merchant Bankers
Berhad (CIMB) announced that SPHB has made revisions to the
Proposed Restricted Issue which will now entail the issuance of
10,000,000 new SPHB Shares together with 10,000,000 free
detachable Warrants against the original proposal to issue of
9,999,500 new ordinary shares of RM1.00 in SPHB together with
9,999,500 free detachable warrants for every one (1) SPHB Share
subscribed (the Revised Proposed Restricted Issue). The issue
price of the SPHB Share will remain as RM1.00 per SPHB Share.
Further, on behalf of SPHB, CIMB wishes to announce that SPHB
has entered into separate further supplemental agreements with
the Vendors of PSB, Vendors of WFE, Vendor of Tampin Property,
Vendor of PD Property and the Vendors of Seremban Property (as
defined in the announcement dated 21 November 2002), all of
which are dated 30 January 2003, to effect and vary the
following terms:
TERMS APPLICABLE TO ALL OF THE SUPPLEMENTAL AGREEMENTS
i. To effect the Revised Proposed Restricted Issue;
ii. To further extend the submission date for the Proposals to
the relevant authorities to 30 June 2003; and
iii. The period in which the conditions precedent in all the
sale and purchase agreements and supplemental sale and purchase
agreements entered into between SPHB and the Vendors are to be
fulfilled in nine (9) months from the date of submission to the
Securities Commission (SC) or such other date as agreed by the
parties in writing.
TERM(S) APPLICABLE TO THE RESPECTIVE SUPPLEMENTAL AGREEMENTS
i. Between Vendors of PSB and SPHB
An additional 8,500,000 of the SPHB Shares, or such amount as SC
may approve and require, will be subject to the moratorium on
such terms as may be imposed by SC bringing the total number of
SPHB Shares subject to moratorium to 37,000,000 SPHB Shares or
such amount as the SC may approved or require and the Vendors of
PSB shall execute all documents, undertakings, letters as may be
necessary in respect of the moratorium imposed by the SC on all
or part of the SPHB Shares.
ii. Between Vendors of WFE and SPHB
An additional 6,250,000 of the SPHB Shares, or such amount as SC
may approve and require, will be subject to the moratorium on
such terms as may be imposed by SC bringing the total number of
SPHB Shares subject to moratorium to 31,250,000 SPHB Shares or
such amount as the SC may approved or require and the Vendors of
WFE shall execute all documents, undertakings, letters as may be
necessary in respect of the moratorium imposed by the SC on all
or part of the SPHB Shares.
iii. Between Vendors of Tampin Property
SPHB shall be entitled to the rights to the layout plan of the
Master Title as approved in the letter dated 9 May 2001 by the
Pejabat Daerah dan Tanah Tampin vide (4) dlm. PTT.4/403.sj 2 in
relation to the Tampin Property and the Vendor of the Tampin
Property shall do all things necessary including the execution
of all documents and letters to assign the rights thereto to the
Purchaser and/or enable SPHB to use or rely on those approved
plans.
The sale and purchase of the Tampin Property be conditional on
the SPHB receiving a written confirmation from Jurukur Jitu
Runding confirming that the subdivided title correspond with the
description of the Tampin Property.
The Vendor of Tampin Property will not do or omit to do all
acts, matter or things which will result in the validity of the
approved plans lapsing or not being able to be renewed or
prevent SPHB from using and/or relying on those approved plans.
The Vendor of Tampin Property is not a party acting in concert
with the Vendors of PSB, Vendors of WFE, Vendor of PD Property
and Vendors of Seremban Property for the purpose of the
Malaysian Code of Take-overs and Mergers, 1998.
iv. Between Vendor of PD Property and SPHB
The sale and purchase of the PD Property shall also be
conditional upon the Vendor of the PD Property obtaining the
written consent of the state land authority to the sale and
transfer of the PD Property to SPHB within the nine (9) months
from 30 January 2003.
All or part of the SPHB Shares will be subject to a moratorium
on such terms as may be imposed by SC and shall execute all
documents, undertakings, letters as may be necessary in respect
of the moratorium imposed by the SC on all or part of the SPHB
Shares.
v. Between Vendors of Seremban Property and SPHB
The sale and purchase of the Seremban Property shall also be
conditional upon the Vendors of Seremban Property obtaining and
procuring the written consent of the chargee, in such form and
manner acceptable to SPHB, that it is agreeable to a standstill
on the foreclosure proceedings in respect of the Seremban
Property until the issuance of the SPHB Share.
The issuance of the SPHB Shares within fourteen (14) days from
the date of the registration of the Discharge and Memorandum of
Transfer of all the Seremban Property at the relevant Land
Office/Registry.
The Vendors of Seremban Property shall deposit or cause to be
deposited with SPHB's solicitors the original Document of Title
of the Seremban Property, valid and registerable Discharge of
Charge duly executed, duplicate Charge in Form 16A and any other
documents in possession of the Chargee necessary for the
registration of the Discharge of Charge within seven (7) days of
the unconditional date and the Vendors of Seremban Property
shall authorize SPHB's solicitors to present the same for
registration together with the Memorandum of Transfer at the
appropriate time.
TAJO BHD: Provides Defaulted Facilities Status Update
-----------------------------------------------------
Pursuant to Tajo Berhad's announcements on 31 December 2002, 29
November 2002, 29 October 2002, 1 October 2002, 30 August 2002,
30 July 2002, 26 June 2002, 31 May 2002, 26, April 2002, 29
March 2002, 26 February 2001, 31 January 2002, 28 December 2001,
21 November 2001, 22 October 2001, 12 September 2001, 16 August
2001 and 5 July 2001 regarding Practice Note 1/2001, Tajo
provided an update on the details of all the facilities
currently in default in compliance with Section 3.1 of Practice
Note 1/2001. Details are as per Table 1, which can be found at
http://www.bankrupt.com/misc/TCRAP_Tajo0205.pdf.
Note 1: by way of a third party first legal charge against the
104.52 acres of freehold land, held under Lot Nos. 194, 223 -
225 (both inclusive), 958, 1124, 1130 - 1133 (both inclusive),
1238, 1312 and ML0206, Mukim of Bukit Kepong, District of Muar,
Johor on land belonging to Tajo Bricks Industries Sdn Bhd
together with the factory situated thereon and a first party
first legal charge on 64.13 acres of freehold land under Lot
Nos. PTD 7273 - 7275 (inclusive) and 11796, Mukim of Sedenak,
District of Johor Bahru and Lot No. 9381, Mukim of Sri Medan
(XVIII), District of Batu Pahat, Johor belonging to Tajo. The
usage of the abovementioned lands is to site the brick
manufacturing plants of Tajo and clay reserves of Tajo.
Note 2: secured by way of a third party second legal charge
against the 104.52 acres of freehold land, held under Lot Nos.
194, 223 - 225 (both inclusive), 958, 1124, 1130 - 1133 (both
inclusive), 1238, 1312 and ML0206, Mukim of Bukit Kepong,
District of Muar, Johor on land belonging to Tajo Bricks
Industries Sdn Bhd together with the factory situated thereon
and a first party second legal charge on 64.13 acres of freehold
land held under Lot Nos. PTD 7273 - 7275 (inclusive) and 11796,
Mukim of Sedenak, District of Johor Bahru and Lot No. 9381,
Mukim of Sri Medan (XVIII), District of Batu Pahat belonging to
Tajo.
A) REASON FOR DEFAULT IN PAYMENT
Due to the slowdown in the regional economy in general and the
construction and building industry specifically following the
financial crisis in late 1997, the cashflow generated from
operations was not sufficient to service the interest and
principal obligations to the lenders as and when they fell due.
B) MEASURES BY THE LISTED ISSUER TO ADDRESS THE DEFAULT
IN PAYMENTS
Reference is made to our announcements dated 31 December 2002,
29 November 2002, 29 October 2002, 1 October 2002, 30 August
2002, 30 July 2002, 26 June 2002, 31 May 2002, 26 April 2002, 29
March 2002, 26 February 2002, 31 January 2002, 28 December 2001,
21 November 2001, 22 October 2001, 12 September 2001, 16 August
2001 and 5 July 2001.
On 10 October 2001, Public Merchant Bank Berhad (PMBB), on
behalf of Tajo, announced their appointment as Tajo's Adviser
with regards to Tajo's revised plans to regularize its financial
condition pursuant to PN4. In the same announcement, it was also
announced that an application for an extension of time pursuant
to Paragraph 5.1(c) of PN4 has been made to KLSE on 10 October
2001 as the deadline granted by KLSE to enable Tajo to make a
resubmission of its regularization plans to the relevant
authorities for approval was on 10 October 2001.
On 1st November 2001, Public Merchant Bank Berhad (PMBB), on
behalf of Tajo, announced that KLSE vide its letter dated 1
November 2001, has granted its approval for an extension of time
from 11 October 2001 to 28 February 2002 to enable Tajo to:
1. Revise its regularization plan;
2. Make a revised Requisite Announcement to KLSE; and
3. Submit its revised plan to the regulatory authorities for
approval.
Further to the above, Tajo is also required to provide KLSE with
detailed progress reports on the development and/or latest
status of its regularization plan in accordance with the
following schedule:
1st progress report by 15 November 2001;
2nd progress report by 15 December 2001;
3rd progress report by 15 January 2002; and
4th progress report by 15 February 2002.
On 15 November 2001, Public Merchant Bank Berhad, on behalf of
Tajo, submitted the 1st progress report on the developments and
latest status of Tajo's regularization plan to KLSE. On 14
December 2001, the 2nd progress report was submitted to KLSE and
subsequently, the 3rd progress was submitted to KLSE on 14
January 2002. The fourth progress report was submitted on 15
February 2002.
On 28 February 2002, Public Merchant Bank Berhad, on behalf of
Tajo announced that Tajo is still in the process of evaluating
and negotiating with its potential "white knights", which forms
an integral part of its regularization plans. In view of that,
Public Merchant Bank Berhad on behalf of Tajo announced that
Tajo is unable to make the revised requisite Announcement by 28
February 2002. As such, Public Merchant Bank Berhad, on behalf
of Tajo, had written to KLSE on 26 February 2002 for an
extension of time of three (3) months from 28 February 2002 for
Tajo to make the revised Requisite Announcement.
On 11 April 2002, Tajo announced that, KLSE, on even date, did
not approve Tajo's application for a further extension and
imposed a suspension on the securities of the Company pursuant
to paragraphs 8.14 and 16.02 of the listing requirements. The
suspension took effect on 19 April 2002.
Tajo's Requisite Announcement was made via Public Merchant
Berhad on 10 June 2002 to the KLSE. Tajo has 2 months to submit
their proposal to the Securities Commission for approval wherein
the Securities Commission has up to 4 months to revert. With the
Requisite Announcement being made, the issue of the KLSE not
approving the extension of time is no longer relevant.
On 9 August 2002, Public Merchant Bank Berhad, on behalf of
Tajo, made an application to the Kuala Lumpur Stock Exchange
(KLSE), for the KLSE's approval to grant an extension of a
further one (1) week up to 16 August 2002 for Tajo to submit its
plan to regularize its financial condition to the relevant
authorities, in compliance with paragraph 5.1 (b) of PN4.
On 14 August 2002, PMBB, on behalf of Tajo, announced that an
application for the Proposed Restructuring Exercise had been
made to the relevant authorities, namely the Securities
Commission, The Foreign Investment Committee and the Ministry of
International Trade and Industry.
The KLSE, has vide its letter dated 26 September 2002, granted
its approval for an extension of time for a further one (1) week
from 9 August 2002 to 16 August 2002, for Tajo to submit its
plan to regularize its financial condition to the relevant
authorities.
On 8 October 2002, PMBB on behalf of Tajo announced that the
Ministry of International Trade and Industry ("MITI") has, vide
its letter dated 8 October 2002, approved Tajo's Proposed
Restructuring Exercise. Tajo is required to consult MITI on
Tajo's equity conditions within a period of three (3) years from
the date of MITI's approval on 8 October 2002. In addition, Tajo
is required to inform MITI upon full implementation of the
Proposed Restructuring Exercise.
On 16 October 2002, PMBB on behalf of Tajo announced that the
Foreign Investment Committee (FIC) has, vide its letter dated 3
October 2002, which was received on 16 October 2002, approved
Tajo's Proposed Restructuring Exercise. The approval from FIC is
subject to Mithril Berhad (Newco set up for the purposed of the
Restructuring Exercise) meeting the minimum Bumiputra
requirement of 30% upon listing on the KLSE. In addition,
Tajo/Mithril is required to inform FIC upon full implementation
of the Proposed Restructuring Exercise.
The Securities Commission vide their letter dated 24 December
2002 which was received on 27 December 2002 by PMBB, approved
the Proposals in the Proposed Restructuring Exercise as proposed
subject to certain variations and conditions.
On 23 January 2003, PMBB, on behalf of Tajo, announced that PMBB
had on 23 January 2003, submitted an appeal to the Securities
Commission. The details of the appeal will be announced upon
receipt of the SC's reply.
Any new developments on the Company's plan to regularize its
financial condition will be announced in due course.
C) FINANCIAL AND LEGAL IMPLICATIONS IN RESPECT OF THE
DEFAULT IN PAYMENTS INCLUDING THE EXTENT OF THE LISTED
ISSUER'S LIABILITY IN RESPECT OF THE OBLIGATIONS
INCURRED UNDER THE AGREEMENTS FOR THE INDEBTEDNESS
The estimated total outstanding as at 31 December 2002, in
relation to the payments, which are in default and are the
subject matter of the restructuring scheme is RM191,088,174.
Since Tajo is either the principal borrower or the guarantor for
these loans, Tajo is liable for the full amount and any further
interest and financial cost levied there or until the settlement
of these debts.
D) IN THE EVENT THE DEFAULT IS IN RESPECT OF SECURED LOAN
STOCKS OR BONDS, THE LINES OF ACTION AVAILABLE TO THE
GUARANTORS OR SECURITY HOLDERS AGAINST THE LISTED
ISSUER
Tajo's bonds were unsecured.
E) IN THE EVENT THE DEFAULT IS IN RESPECT OF PAYMENTS
UNDER A DEBENTURE, TO SPECIFY WHETHER THE DEFAULT
WILL EMPOWER THE DEBENTURE HOLDER TO APPOINT A
RECEIVER OR RECEIVER AND MANAGER
As a debenture holder pursuant to the secured loans made by MAA
to Tajo, MAA is empowered to appoint a receiver or receiver and
manager.
F) WHETHER THE DEFAULT IN PAYMENT CONSTITUTES AN EVENT
OF DEFAULT UNDER A DIFFERENT AGREEMENT FOR
INDEBTEDNESS (CROSS DEFAULT) AND THE DETAILS THEREOF,
WHERE APPLICABLE; AND
The facilities listed above represent all the borrowings of the
Tajo Group, and as a result of the Proposed Scheme of
Arrangement "have not been serviced" (interest and principal)
since December 1998. As such they are all technically in
default.
The creditors have however refrained from serious legal action
other than those, which have been disclosed in our Annual Report
and Circulars as well as Announcements, since they have voted
unanimously in favor of the Proposed Scheme of Arrangement on 15
August 2000.
TALAM CORPORATION: Commission Registrar Strikes Off Unit
--------------------------------------------------------
Talam Corporation Berhad (Talam) announced that Lanjut Niaga Sdn
Bhd, a subsidiary of Talam, has been struck off from the
register by the Companies Commission of Malaysia, pursuant to
powers conferred by subsection 308(4) of the Companies Act, 1965
and accordingly dissolved.
=====================
P H I L I P P I N E S
=====================
MANILA ELECTRIC: 2002 RORB Falls 3%; Net Loss Possible
------------------------------------------------------
Manila Electric Co's (Meralco) return-on-rate base (RORB) fell
at 3 percent in 2002 from 5 percent a year earlier, prompting
the Company to seek another waiver on the RORB requirement from
the Asian Development Bank and the World Bank, BPI reports.
Meralco has been in technical default over the last few years as
delays in rate adjustments pressured its RORB to below the 8
percent level prescribed by creditors.
The Company's RORB this year could fall below 3 percent if it is
not allowed by regulators to increase its rates. The Company has
a pending P0.30 per kilowatthour rate increase petition, as well
as a petition to unbundle its rate structure, which should
result in another increase of about P1.12 per kWh.
The Company will submit its financial statement for 2002 by mid-
February to support its waiver application.
NATIONAL BANK: Aims to Reduce Bad Loans by P6-9B
------------------------------------------------
Philippine National Bank (PNB) plans to reduce bad loans by 6 to
9 billion pesos in the first quarter of this year, AFX News and
Business World said on Monday, citing PNB President Lorenzo Tan.
The bank is pursuing its "aggressive restructuring" efforts for
non-performing loans, which would help reduce its NPL ratio to
"less than 40 pct" by the end of this quarter from 51 pct as of
December, Tan said.
The bank aims to raise 3.5 billion pesos in proceeds from the
sale of idle assets this year.
PHILIPPINE LONG: Striking Employees Return to Work
--------------------------------------------------
Striking workers of the Philippine Long Distance Telephone Co.
(PLDT) returned to work on February 4, but vowed to stage mass
actions in the coming days, ABS-CBN News reports, PLDT labor
union President Peter Pinlac said.
The Communication Workers of the Philippines headed by Pinlac
has been protesting the layoffs of their colleagues at PLDT,
totaling more than 300, according to the labor department. The
rest of the 503 affected workers were absorbed in other PLDT
departments.
PLDT has decided to cut jobs to eliminate redundancies, while
revenues from its landline business remain weak.
PILIPINO TELEPHONE: Appoints New President
------------------------------------------
Pilipino Telephone Corporation (Piltel) has appointed Gregorio
Atienza as its new President and CEO to replace Napoleon
Nazareno, who tendered his resignation effective January 31,
2003, AFX News reports. Nazareno will stay on as Chairman of the
board.
The board has also appointed Augusto Macuja as Chief Operating
Officer, Alexander Arevalo as Treasurer and Aileen Malto as
Controller effective February 3.
The Troubled Company Reporter-Asia Pacific reported Pilipino
Telephone Corporation (Piltel) recorded an operating loss of 2.2
billion pesos in the first nine months of 2002, a decrease of 36
percent from the operating loss of 3,486.6 million pesos for the
same period a year ago, citing a Company statement to the
Philippine Stock Exchange.
Piltel is a unit of Philippine Long Distance Telephone Company.
=================
S I N G A P O R E
=================
IPCO INTERNATIONAL: Posts Deeper Losses in H102
-----------------------------------------------
Ipco International posted a net loss of S$91.85 million in the
first half of 2002, according to Reuters. Financial results are:
Six months to October 31, 2002 (in millions of S$ unless stated)
Net profit/(loss) (91.85) vs (0.47)
Group shr (cents) (12.52) vs (0.06)
Turnover 2.41 vs 5.15
Exceptional Items (93.06) vs nil
Dividend (pct) nil vs nil
Ipco International Limited is engaged in the development of
infrastructure projects, turnkey engineering and construction.
The exceptional items relate to a provision for impairment in
value of investment in Guandong Qinglian Highway Limited and a
provision for doubtful recovery of shareholders' loan.
It expects results for 2003 to be worse than 2002.
OVERSEA-CHINESE: Dissolves Subsidiary
-------------------------------------
Oversea-Chinese Banking Corporation Limited (OCBC Bank)
announced that Singapore Polyclinic Private Limited (In Members'
Voluntary liquidation), a subsidiary of OCBC Bank, was dissolved
on February 1, 2003.
Singapore Polyclinic Private Limited ceased to be a subsidiary
of OCBC Bank with effect from February 1, 2003.
SEATOWN CORPORATION: Defers Financial Results
---------------------------------------------
The Directors of Seatown Corporation Limited announced that the
Singapore Exchange Securities Trading Limited (SGX-ST) has
approved a further extension to February 21, 2003 for the
Company to announce its financial results.
The delay in the announcement is due to the time constraints for
the proposed new auditors to complete the audit of the financial
results by February 21, 2003. The audit was further hindered by
shortages of staff.
The Directors of Seatown Corporation Ltd. and its wholly owned
subsidiary, Seatown Construction Pte Ltd SCPL have filed
Judicial Management petitions with the High Court of Singapore
on 20 January 2003 and 15 January 2003 respectively, the
Troubled Company Reporter-Asia Pacific reported.
The hearing dates for the Company and SCPL are 4 February 2003
and 7 February 2003 respectively. An Interim Judicial Manager
has been appointed for SCPL on 20 January 2003 pending the
hearing on 7 February 2003.
SINGAPORE SHIPPING: Dissolves SSC Maritime
------------------------------------------
The Board of Directors of Singapore Shipping Corporation Limited
(SSC) announced the proposed voluntary dissolution of its
associated Company, SSC Maritime Ltd SML.
SML is a 50/50 joint venture Company between SSC and Clipper
Invest Ltd. SML, which is inactive, has a net tangible asset of
approximately US$2 million.
The dissolution of SML will not have a material impact on SSC
Group's consolidated results of operations or financial
condition.
===============
T H A I L A N D
===============
JASMIN INT'L: Explains Acumen's Late Disclosure Submission
----------------------------------------------------------
As Acumen Co., Ltd. (ACUMEN), a wholly own subsidiary company of
Jasmine International Public Company Limited (JASMIN) issued
debentures in total facility not exceeding Bt3,500 million,
which on 31 January 2003 TRIS cancel rating service contract of
the said debentures, JASMIN would like to clarify as the
following:
ACUMEN was delayed in sending the support information, which
TRIS asked for reviewing the unit's rating, due to the reason
that JASMIN, which is the major shareholder of ACUMEN, filed a
petition with the Central Bankruptcy Court for its business
rehabilitation. On 17 September 2002 the Central Bankruptcy
Court ordered JASMIN to be under rehabilitation process so the
power of JASMIN's directors was expired and was transferred to
the planner, under the control of the Official Receiver. The
rehabilitation process of JASMIN has affected the disclosure of
information. ACUMEN informed TRIS about this reason and intends
to dispatch as soon as information is received from the Official
Receiver. However, on 31 January 2003 TRIS send a letter to
cancel rating service contract of ACUMEN as mentioned above.
JASMINE INT'L: TRIS Cancels Acumens's Rating Service Contract
-------------------------------------------------------------
TRIS Rating canceled the rating of Acumen Co., Ltd.'s Bt3,500
million senior secured debentures. The cancellation occurred
because the company did not provide sufficient information to
complete a rating review.
Therefore, TRIS Rating will no longer monitor Acumen's issue
rating, and the rating assigned previously at "BBB+" cannot be
used as a reference.
NATURAL PARK: Posts Capital Increase Proceeds Utilization
---------------------------------------------------------
NPK Management Service Co., Ltd., as Plan Administrator of
Natural Park Public Company Limited, with the reference to
increased share capital to Private Placement and Existing
Shareholders by Right Issued amounting to 20,141,321,646 shares
totaling of Bt8,871.90 million, reported the use of increased
capital as of January 30, 2003 as follows:
Description Expected investment Actual used up to Remaining
on prospectus January 30, 2003 investment
of increase capital (Million baht) (Million baht) (Mn baht)
Convert debt to equity 6,927.036,927.03 -0-
Investment in related business 1,880.001,880.00 -0-
Working capital 64.86 64.86 -0-
Total 8,871.898,871.89 -0-
SIAM FERRO: Files Reorganization Petition
-----------------------------------------
The Petition for Business Reorganization of Siam Ferro Industry
Company Limited (DEBTOR), engaged in manufacturing of steel pipe
and steel plated zinc, was filed at the Central Bankruptcy
Court:
Black Case Number 1146/2544
Red Case Number 969/2544
Petitioner: SIAM FERRO INDUSTRY COMPANY LIMITED
Planner: S.S.P. IRON & STEEL COMPANY LIMITED
Debts Owed to the Petitioning Creditor : 3,322,760,650.61Baht
Date of Court Acceptance of the Petition : September 27, 2001
Date of Examining the Petition: October 22, 2001 at 9.00 A.M.
Court Order for Business Reorganization and Appointment of
Planner : October 22, 2001
Announcement of Court Order for Business Reorganization and
Appointment of the Planner in Matichon Public Company Limited
and Siam Rath Company Limited: November 2, 2001
Announcement of Court Order for Business Reorganization and
Appointment of the Planner in Government Gazette : November 20,
2001
Deadline for the Planner to submit the Reorganization Plan to
the Official Receiver: February 20, 2002
Planner postponed the Date to submit the Business Reorganization
Plan to Official Receiver #1st : March 20, 2002
Postponed Appointment date for the Meeting of Creditors to
consider the Plan to June 10, 2002 at 9.30 am. Convention Room
1105, 11th Floor, Bangkok Insurance Building, South Sathorn Road
Court had issued an Order Not Accepting the Reorganization Plan
and an Order Canceling the Order for Reorganization since August
9, 2002
Announcement of Court Order for Canceling the Reorganization in
Matichon Public Company Limited and Siam Rath Company Limited:
August 22, 2002
Announcement of Court Order for Canceling the Reorganization in
Government Gazette : September 17, 2002
Contact : Ms. Piyanunt Tel, 6792525 ext. 114
TPI POLENE: Incurs 2002 Net Loss of Bt1,453M
--------------------------------------------
TPI Polene Public Company Limited submitted to the Stock
Exchange of Thailand its the financial statements and
consolidated financial statements for the year ended December
31, 2002 with a summary of the Company's operational performance
as follows:
Total sales revenues for the year 2002 were at Bt14,462 million
compared to Bt15,542 million in 2001, a slight decrease of
6.95%. Total consolidated revenues for the year 2002 were at
Bt15,679 million compared to Bt20,758 million in 2001. The
Company realized net loss of Bt1,453 million or net loss per
share of Bt2.86 in 2002 compared to net profit of Bt2,522
million or earning per share of Bt4.97 in 2001 as in the
previous year the Company recognized gain from the disposal of
an investment in Thai Caprolactam Pcl., its associated company,
for the amount of Bt4,004 million in 2001. As of December 31,
2002, book value per share was Bt24.90.
For the consolidated financial statements of the Company for the
year 2002, EBTDA (after interest deduction) improved at Bt657
million compared to Bt405 million in 2001, a substantial
increase of 62.22 percent.
Currently, the Company is in the process of equity fund raising
for the amount of US$180 million by way of public offering to
comply with the provision in the Master Restructuring Agreement
of the Company. After the completion of the equity fund raising,
the Company will be able to recognize gain for the amount of
approximately Bt3,015 million on debt buy back at voluntary
discount.
In addition, in respect of the accrued default interest, the
Company will be able to recognize income on the reversal of such
accrued default interest payable for the amount of approximately
Bt1,664 million, which shall be calculated in accordance with
the generally accepted accounting principles practiced in
Thailand, throughout the restructuring period of the Company.
After the completion of the equity fund raising, the Company's
shareholder's equity will be increased by the total amount of
approximately Bt4,679 million or 9.22 Bt per share based on the
existing capital.
Below is TPIPL unaudited annual financial statements:
Ending December 31, (In thousands)
For year
2002 2001
(Restated)
Net profit (loss) (1,453,180) 2,522,129
EPS (baht) (2.86) 4.97
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 2003. All rights reserved. ISSN: 1520-9482.
This material is copyrighted and any commercial use, resale or
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