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/raid1/www/Hosts/bankrupt/TCRAP_Public/030305.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, March 05, 2003, Vol. 6, No. 45 Headlines A U S T R A L I A AMP LIMITED: Mr Wallis Declines Retirement Allowance AUSTAR UNITED: Panel Receives Application From Pondale AUSTRALIAN GAS: NGC Shareholders Approve Power Station Sales AUSTRIM NYLEX: Narrows H102 Loss to $14.2M GOODMAN FIELDER: Enters New Facility for Offer Acceptances C H I N A & H O N G K O N G CHIU CHOW: Winding Up Petition Pending CROWN PROFIT: Petition to Wind Up Scheduled HING CITY: Winding Up Hearing Scheduled on March 12 JADE GOLD: Winding Up Petition to be Heard LAI SUN: Price, Turnover Movements Inexplicable QUALITY HEALTHCARE: CSC Asia Appointed as Financial Adviser SEWAH (H.K.): Winding Up Sought by Nan Fung I N D O N E S I A BANK LIPPO: Gets Fine for Providing Misleading Info * IBRA to Impose Jail Sentence to Debtors J A P A N ARUTE LINE: Real Estate Firm Enters Bankruptcy CHUBU UNYU: Golf Course Enters Bankruptcy FUKUYOSHIGUMI K.K.: Construction Firm Applies for Rehab HANKYU CORPORATION: Moody's Reviews Baa1 Rating HIKARI TSUSHIN: Expects Y4.4B Net Loss HITACHI LIMITED: Restructures China Operation NEC CORPORATION: Selling Two Subsidiaries SEGA CORPORATION: Denies Talks With Electronics Arts SEGA CORPORATION: Eliminate 50 Jobs at U.S. Sales Unit K O R E A HYNIX SEMICONDUCTOR: Accepts Eight Executive Resignations HYUNDAI GROUP: FTC Probes Six Major Business Groups KOREA THRUNET: Files for Court Protection SUNGWON GROUP: KDIC Investigates Group for Fraud HYNIX SEMICONDUCTOR: Plans to Open 300mm Pilot Line This Year M A L A Y S I A ABRAR CORPORATION: Provides Proposed Restructuring Scheme Update AOKAM PERDANA: SC's Proposed Rescue Scheme Decision Pending BRIDGECON HOLDINGS: Seeks Audit Appointment Clarification EPE POWER: Further Defaults Monthly Interest Payment GENERAL LUMBER: Finalizing Explanatory Statement/Circular HIAP AIK: SA Enters Second Supplemental Definitive Agreement KELANAMAS INDUSTRIES: Issues Material Litigation Update KEMAYAN CORPORATION: Served Writ of Summon Filed by Mazly KSU HOLDINGS: Winding Up Petition Hearing Postponed to March 25 LONG HUAT: Inks Proposed Restructuring Agreement With LSKH MALAYSIAN GENERAL: Regularization Status Remains Unchanged MECHMAR CORPORATION: Files Stay of Execution on Default Judgment NCK CORPORATION: Currently Implementing Restructuring Scheme OMEGA HOLDINGS: Awaits Proposed Restructuring Scheme Approval PICA (M) CORPORATION: Provides Credit Facilities Status Update SATERAS RESOURCES: Securities Listing Hearing Set on March 12 SCK GROUP: In Revised Proposed Workout Scheme Talks With Lenders SENG HUP: January Defaulted Payment Stands RM56,655,994 SISTEM TELEVISYEN: Proposed TV3 Scheme of Arrangement Approved SOUTHERN PLASTIC: Continues to Default Payments SRI HARTAMAS: In the Midst of Asset Disposals Completion TAJO BERHAD: Releases Update on Defaulted Payment Status TECHNO ASIA: Posts Financial Assistance Provision Details TRANS CAPITAL: Penang High Court Grants Convene Scheme Meeting P H I L I P P I N E S BENPRES HOLDINGS: Clarifies Sale in Cable Stake NATIONAL BANK: Remittances From Tokyo Remain Normal S I N G A P O R E INTRACO LIMITED: Liquidates Dormant Units PRESSCRETE HOLDINGS: General Manager Resigns SEATOWN CORPORATION: Clarifies 2002 Financial Results T H A I L A N D ADVANCE PAINT: Cancels Dividend Payment, Sets April 4 SGM ADVANCE PAINT: Gains Bt611.02M Profit From Debt Restructuring JASMINE INTERNATIONAL: Explains Auditor's Disclaimer Opinion ROBINSON DEPARTMENT: Incurs Debt Restructuring Gain of Bt383.8M SAHAMITR PRESSURE: Explains Plan's Actual, Projection Variance * SET Suspends Companies Over F/S Submission Failure - - - - - - - - - - ================= A U S T R A L I A ================= AMP LIMITED: Mr Wallis Declines Retirement Allowance ---------------------------------------------------- The former Chairman of AMP Mr Stan Wallis has advised that he will not take up his retirement allowance of around $1.6 million. Mr Wallis said that his decision was personal and based on the belief that it was inappropriate to receive a large retirement benefit at such a difficult time for AMP. Mr Wallis will still receive his compulsory superannuation contributions, which amount to around $100,000. AUSTAR UNITED: Panel Receives Application From Pondale ------------------------------------------------------ The Takeovers Panel advises that on 28 February 2003 it received an application in relation to the affairs of Austar United Communications Limited (Austar). The application is from a shareholder in Austar, Pondale Properties Pty Limited (Pondale). The application is in relation to the acquisition by CHAMP SPV Pty Limited and its related entities (CHAMP Group) of a relevant interest of approximately 81% of Austar. The relevant interest was acquired from United Asia/Pacific Communications Inc and its subsidiary United Austar Inc in the context of an overall debt restructure of the seller entities through a US Chapter 11 bankruptcy procedure which is due to be heard in a US court on 18 March 2003. In the application Pondale asserts that it has concerns, amongst other things, in relation to the market being adequately informed about the ultimate ownership and control of the CHAMP Group. It alleges that the acquisition by the CHAMP Group of a controlling interest in Austar will not take place in an efficient, competitive and informed market. The Panel has not yet sought the views of the CHAMP Group or Austar in relation to the application and has therefore formed no views on the application. The President of the Panel has appointed Nerolie Withnall, Alice McLeary and Michael Ashforth to be the Sitting Panel to consider the application. AUSTRALIAN GAS: NGC Shareholders Approve Power Station Sales ------------------------------------------------------------ The Australian Gas Light Company announces that at a Special meeting of its subsidiary NGC Holdings Limited (NGC), shareholders approved the sale of NGC's interests in the Taranaki Combined Cycle Power Station to Contact Energy Limited, and in the Cobb Hydro Station to TrustPower Limited. NGC is now progressing settlement arrangements with Contact and TrustPower. 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. CONTACT INFORMATION: Keith FitzPatrick COMMUNICATIONS MANAGER NGC Holdings Limited Phone: 04 - 576 8804 Mobile: 027- 443 8349 AUSTRIM NYLEX: Narrows H102 Loss to $14.2M ------------------------------------------ Directors of Austrim Nylex Ltd announced a reduction of losses for the group in the six months to December 31, 2002. The group's net loss was reduced 50 per cent from $28.5 million to $14.2 million, following a 2 per cent rise in revenue from ordinary activities to $571.1 million. Chairman of Austrim Nylex Ltd, Mr Dick Nitto, said "The group's continuing businesses are generally performing well and generating significant cashflow, which is being invested in capital expenditure and the restructuring of our operations". Writedowns and provisions for further necessary rationalization of the group were $32.9 million, $22 million of which related to goodwill in relation to AH Plant Hire. Directors have not declared a neither dividend nor interest on the Mandatory Converting Notes, and stated that they do not expect any change in the immediate future. Managing Director and Chief Executive, Mr Glen Casey said "The group's results over the six month period show an improvement in the operations of the majority of our business units across five divisions, however we continue to be held back by our onerous and costly financing arrangements." "While we are executing a number of initiatives to strengthen our balance sheet, part of which was the sale of $70.2 million worth of non-core businesses during the half year, the high level of bank debt and its associated expenses continue to weigh down the group and its ability to provide returns to shareholders and noteholders", he added. The group continues to move forward with its recovery strategy, which features the continuing divestment of non-core assets, focus on operations with good long term prospects, maximization of synergies across the five divisions and a change in corporate culture. The divestment of non-core businesses caused the group's sales revenue to fall slightly, but also reduced borrowing costs from $20.9 million to $18.2 million. Mr Casey said, "Compared to the first half of last year, Building and Nylex divisions improved EBIT significantly, more than offsetting the reductions in contributions from AH Plant Hire and Automotive". Revenue of Austrim Nylex's continuing businesses rose 7 per cent from $448.7 million to $478.8 million, while their EBIT (Earnings Before Interest and Tax) rose 21 per cent from $22.4 million to $27 million. The group's operating free cashflow from continuing businesses reached $34.7 million, while capital expenditure totaled $15.3 million during the period. The Building Division's results reflects the Australian housing market, which remained strong throughout the period. Nylex has benefited from the major restructuring programmers and targeted sales growth. As previously announced AH Plant Hire has traded at lower than expected levels due to increasing competition and the drought. Automotive's results have been adversely affected by problems commissioning new equipment at Marsden and McGain and lower percentage payouts under the Government's ACIS (Automotive Competitive Investment Scheme). Mr Casey concluded, "We continue to work deliberately and effectively to put the group on a stronger footing, with our major focus on creating further synergies across our continuing businesses and the divestment of non-core operations". EBIT RECONCILIATION 31/12/02 (Summary) 31/12/2002 31/12/2001 $m $m Reported 2.0 3.0 Divested businesses (2.2) 6.2 Writedowns 32.9 0.0 Additional amortization 0.0 9.3 Bank restructure & monitoring costs 4.1 3.7 (Profit)/loss on asset sales (9.8) 0.2 Continuing businesses' EBIT 27.0 22.4 Depreciation 15.8 18.6 Amortization 2.5 2.4 Continuing businesses' EBITDA 45.3 43.4 GOODMAN FIELDER: Enters New Facility for Offer Acceptances ---------------------------------------------------------- Burns, Philp & Company Limited (Burns Philp) refers to the takeover bid by its wholly owned subsidiary BPC1 Pty Limited (BPC1), for all the Goodman Fielder Limited (Goodman Fielder) ordinary shares (the Offer), and the Bidder's Statement for the Offer dated 19 December 2002 (Bidder's Statement). PROPOSAL TO WAIVE CONDITIONS Burns Philp announces that it has successfully completed negotiations with its financiers (Credit Suisse First Boston, BOS International (Australia) Limited, Rabo Australia Limited and Australia and New Zealand Banking Group Limited that are providing the new facility referred to below) under which the financiers will provide Burns Philp with a consent to waive those conditions to the Offer that currently require financiers' consent, (being the 90% minimum acceptance condition (clause 9.6(l)), the financing condition (clause 9.6(q)), the regulatory action condition (clause 9.6(f)) and Goodman Fielder material adverse change condition (clause 9.6(j)) provided that: * Burns Philp receives acceptances of the Offer taking its relevant interest to more than 50% of Goodman Fielder shares (on a fully diluted basis) on or before 5:00pm on Monday 10 March 2003; and * following Burns Philp's receipt of these acceptances, on Tuesday 11 March 2003 or as soon as practicable thereafter, the Board of Goodman Fielder appoints Burns Philp's nominees as directors of Goodman Fielder giving Burns Philp majority representation on the Board of Goodman Fielder. If no condition of the Offer has been triggered and no withdrawals have taken Burns Philp's relevant interest below 51%, then on Tuesday 11 March 2003, contemporaneous with the appointment of the Burns Philp nominees as a majority of the Goodman Fielder board, Burns Philp will declare the Offer unconditional and will pay all acceptances already received at the time of this announcement within 21 days and all new acceptances within 21 days of a valid acceptance being received. NEW FACILITY In connection with the above proposal, Burns Philp is entering into a new facility which will be available to fund acceptances of the Offer and for related purposes. The new facility is a A$1.35 billion nine month term loan which, together with the NZ capital notes bridge loan and cash on hand, will be used to pay for acceptances. Burns Philp will lodge with ASIC as soon as practicable a Fourth Supplementary Bidder's Statement which: * describes the conditions precedent to drawn down and events of default under the new facility and the NZ capital notes bridge loan; and * sets out certain changes to Burns Philp's intentions (as set out in the Bidder's Statement) and the impact on Goodman Fielder in the event that Burns Philp acquires control but less than 100% of Goodman Fielder. ================================ C H I N A & H O N G K O N G ================================ CHIU CHOW: Winding Up Petition Pending -------------------------------------- Chiu Chow Restaurant Limited is facing a winding up petition, which is slated to be heard before the High Court of Hong Kong on March 5, 20003 at 10:00 in the morning. The petition was filed on January 13, 2003 by Wong Hei Pan of Room 306, Ying Tung House, Tung Tau Estate, Kowloon, Hong Kong. CROWN PROFIT: Petition to Wind Up Scheduled ------------------------------------------- The petition to wind up Crown Profit Industrial Limited is set for hearing before the High Court of Hong Kong on March 19, 2003 at 10:00 in the morning. The petition was filed with the court on January 29, 2003 by Wong Yan Lan of 9th Floor, 42 Fuk Wa Street, Shamshuipo, Kowloon, Hong Kong. HING CITY: Winding Up Hearing Scheduled on March 12 --------------------------------------------------- The High Court of Hong Kong will hear on March 12, 2003 10::30 in the morning the petition seeking the winding up of Hing City (Yuen Long Chiu Chow) Restaurant Limited. Ho Wai Hong of Room 211, Kwai Chi House, Kwai Fong Estate, Kwai Chung, New Territories, Hong Kong filed the petition on January 17, 2003. Tam Lee Po Lin, Nina represents the petitioner. Creditors and other interested parties are encouraged to attend the hearing. They only need to notify in writing Tam Lee Po Lin, Nina, which holds office on the 27th Floor, Queensway Government Offices, 66 Queensway, Hong Kong. JADE GOLD: Winding Up Petition to be Heard ------------------------------------------ The petition to wind up Jade Gold Investment Limited is scheduled for hearing before the High Court of Hong Kong on March 5, 2003 at 10:00 in the morning. The petition was filed with the court on January 10, 2003 by Wong Kwai Choi of 3/F., 80 Hak Po Street, Mongkok, Kowloon, Hong Kong. LAI SUN: Price, Turnover Movements Inexplicable ----------------------------------------------- Lai Sun Development Company has noted the recent decrease in the price and the increase in the trading volume of the shares of the Company and stated that it is not aware of any reasons for such changes. The Company also confirmed that, save for the matter disclosed in the respective announcements of the Company dated 19th February, 2003 and 20th February, 2003, there are no negotiations or agreements relating to intended acquisitions or realizations which are discloseable under paragraph 3 of the Listing Agreement, neither is the Board aware of any matter discloseable under the general obligation imposed by paragraph 2 of the Listing Agreement, which is or may be of a price- sensitive nature. DebtTraders reports that Lai Sun International (1997) 4.000 percent convertible bonds due on 2002 (LAIS02HKS1) are trading between 25 and 32. For more real-time bond pricing info, go to http://www.debttraders.com/price.cfm?dt_sec_ticker=LAIS02HKS1. QUALITY HEALTHCARE: CSC Asia Appointed as Financial Adviser ----------------------------------------------------------- The Board of Quality HealthCare Asia Limited wishes to inform Shareholders that CSC Asia Limited has been appointed as the independent financial adviser to the independent board committee to advise on the terms of the conditional offer announced by Caduceus. A committee of the board of directors of the Company (the Offer Committee) has also been established comprising all directors of the Company (other than Dr. Nelson Wong and Mr. Ronald Arstairs, who are associated with Caduceus, and Mr. Lindsay Cooper, a non executive Director who declined to be a member of the Offer Committee) to which the board of directors has delegated the authority to deal with matters relating to the Offer. In addition to the Offer Committee, an independent board committee will be established in due course pursuant to Rule 2.1 of the Takeovers Code to advise the independent shareholders of the Company in relation to the Offer. SEWAH (H.K.): Winding Up Sought by Nan Fung ------------------------------------------- Nan Fung Finance Limited is seeking the winding up of Sewah (H.K.) Company Limited. The petition was filed on January 28, 2003, and ill be heard before the High Court of Hong Kong on March 19, 2003. Nan Fung Finance holds its registered office at situate at 9th Floor, Central Building, 3 Pedder Street, Central, Hong Kong. ================= I N D O N E S I A ================= BANK LIPPO: Gets Fine for Providing Misleading Info --------------------------------------------------- Capital Market Supervisory Agency (Bapepam) is going to fine PT Bank Lippo's management for providing misleading information and market manipulation, Bisnis Indonesia reports, quoting Chairman Bapepam Herwidayatmo, stressing that it would bring the case into the court should the management refuse to pay the fine. "In relation to the financial statement of Bank Lippo for period up to September 30, 2002, Bapepam will focus on the misleading information issue. The management will be fined, and if they refuse to pay the fine, Bapepam will bring the case further into the court. The current inquiry has been leading to a possibility they are not willing to pay the fine," Herwidayatmo said. On November 26, 2002, Lippo published the financial statement for period up to September 30, 2002 that noted Rp98.77 billion net profits and 24.77% CAR. The statement was audited by Public Accounting Office (KAP) Prasetio, Sarwoko & Sandjaja and the office assessed the statement as normal and contained nothing exceptional. Then, on November 27, 2002, Lippo reported the audited statement for the same period to JSX, however it now recorded Rp1.27 trillion net loss and 4.23% CAR. Lippo denied there were two financial statements for the period of up to September 30. Instead, the bank stated there was only one audited statement, but with two dates (dual dating). Bapepam will also coordinate with Directorate General of Financial Institution, the Central Bank as the banking hawk, and Indonesia Bank Restructuring Agency. "We won't turn away from our responsibility. We will increase the coordination. We schedule to expose the investigation result on March 17," he said but declined to provide details on the sum of the fine imposed on Bank Lippo's management. * IBRA to Impose Jail Sentence to Debtors ----------------------------------------- The Indonesian Bank Restructuring Agency (IBRA) decided to impose jail sentence on 13 debtors, who failed to settle their debt due on February 28, 2002, Bisnis Indonesia reports, citing an unnamed source. "Documents on those debtors had been handed over to the team at the Directorate of Law while IBRA and the Legal Aid Team [TPBH] is chewing over the measure," he said, adding that the Financial Sector Policy Committee (FSPC) has given approval to the proposed measure on those debtors. IBRA Head of Communication Division Raymond van Beekum confirmed of the plan. "We only need to finalize the mechanism and shortly put them in jail." Separately Chairman of IBRA Oversight Committee Mar'ie Muhammad said he made the recommendation for such measure. "I've long recommended IBRA to take this measure on bad debtors". ========= J A P A N ========= ARUTE LINE: Real Estate Firm Enters Bankruptcy ---------------------------------------------- Arute Line, K.K. has been declared bankrupt, according to Tokyo Shoko Research Limited. The real estate firm, located at Shinjuku-ku, Tokyo, Japan has 450 million yen in capital against total liabilities of 22 billion yen. CHUBU UNYU: Golf Course Enters Bankruptcy ----------------------------------------- Chubu Unyu K.K. has entered bankruptcy, the Tokyo Shoko Research Limited reports. The golf course, located at Nagoya-shi, Aichi, Japan has 150 million yen in capital against total liabilities of 10 billion yen. FUKUYOSHIGUMI K.K.: Construction Firm Applies for Rehab ------------------------------------------------------- Fukuyoshigumi K.K., which has total liabilities of 13 billion yen against a capital of 95 million yen, recently applied for civil rehabilitation proceedings, according to Tokyo Shoko Research. The construction and civil engineering firm is located at Himeji-shi, Hyogo, Japan. HANKYU CORPORATION: Moody's Reviews Baa1 Rating ----------------------------------------------- Moody's Investors Service has placed its Baa1 long-term debt rating of Hankyu Corporation under review for possible downgrade. The Company recently announced material takeovers of some of the suspended redevelopment projects in which it has minor stakes. These actions will negatively affect its financial position due to consequent increases in its debt burden and the need for additional reserves for investment losses. The concerned projects carry high land costs and the Company had before already made reserves to cover potential investment losses over its previous minor stakes. The rating agency will review Hankyu's ability to bolster its cash flow - against the backdrop of relative economic weakness in its franchise area of Kansai - to meet its increased debt position. Moody's will also reassess Hankyu's overall portfolio on redevelopment projects, some of which can be a cause for concern due to their prolonged project terms and/or level of investment returns. Hankyu Corporation, headquartered in Osaka, is a major railway operator in Japan's Kansai region. It has diversified operations in real estate, hotels, entertainment and other areas. Hankyu Corporation expects a net loss of 89.2 billion yen in the year to March 31, the Troubled Company Reporter-Asia Pacific reports. The railway firm attributed the deterioration to heavy extraordinary losses, including a 105 billion yen charge against valuation losses on real estate holdings. HIKARI TSUSHIN: Expects Y4.4B Net Loss -------------------------------------- Hikari Tsushin Inc. forecast a consolidated net loss of 4.4 billion yen for the year ending March 31, versus an earlier projected loss of 400 million yen, the Japan Times said on Tuesday. For the seven-month accounting term to March 2002, the Company reported a group net loss of 16.12 billion yen and a pretax loss of 1.52 billion yen. Meanwhile, Dow Jones reported that Hikari Tsushin expects combined non-operating and special losses of 9.0 billion yen in the second half due to the investment losses. HITACHI LIMITED: Restructures China Operation --------------------------------------------- Hitachi Limited announced a restructuring of its operating framework in China, effective April 1, 2003. This move is being taken as part of Hitachi's globalization drive and in light of the importance the Company attaches to China as one of the world's key markets. With the accession of China to the World Trade Organization (WTO), more foreign companies are gradually being granted access to the country. In this new environment, a vital issue for Hitachi, as it seeks to expand business in China, is enhancing sales capabilities. Up to now, Hitachi has conducted operations in China through Beijing-based Hitachi (China), Ltd. As the regional headquarters, this Company has been responsible for investment and business development, as well as regional sales support for the Power & Industrial Systems Group and other Hitachi divisions. Meanwhile, Singapore-headquartered Hitachi Asia Ltd., through subsidiary Hitachi Asia (Hong Kong) Ltd., has handled the sale of semiconductors and other electronic devices, information and telecommunication systems, air-conditioning equipment and other Hitachi product lines. To create a framework more in tune with the local market, certain operations currently handled by Hitachi (China) will be transferred to Hitachi Asia (Hong Kong), thereby unifying sales capabilities. Operations to be transferred include business development and power, industrial, and information systems businesses. Furthermore, to provide improved support for the entire Greater China economic area, Hitachi plans to foster deeper cooperation between the Hitachi Taipei and Kaohsiung branches, and Hitachi Asia (Hong Kong), with a view to integrating management in the future. Both Taiwan branches are currently overseen by Hitachi Asia. Although there are plans to bolster Hitachi's presence in Shanghai, the Company's principal business area in the country, and currently showing marked growth, Hong Kong will remain Hitachi's main base in Southern China and Beijing the center for social infrastructure systems- related operations. Hitachi (China) will continue to function as a holding Company, with corporate representative and regional administrative functions, and supporting the expansion of Hitachi Group business in China. This restructuring will also see the names of Hitachi Asia (Hong Kong) and Hitachi (China) change to Hitachi China Ltd. and Hitachi (China) Investment Ltd., respectively. In line with the restructuring, Hitachi Asia will refocus its activities on Southeast Asia, the Indian subcontinent and other areas. This Company will also work to strengthen its sales capabilities and improve management efficiency by enhancing regional cooperation. Hitachi Limited global.hitachi.com headquartered in Tokyo, Japan, is a leading global electronics Company, with approximately 320,000 employees worldwide. Fiscal 2001 (ended March 31, 2002) consolidated sales totaled 7,994 billion yen ($60.1 billion). The Company offers a wide range of systems, products and services in market sectors, including information systems, electronic devices, power and industrial systems, consumer products, materials and financial services. The group posted a third quarter profit of 1.3 billion yen ($10.8 million) in 2002, versus a loss of 115.8 billion yen a year earlier, as a result of its restructuring scheme, the Troubled Company Reporter-Asia Pacific said recently. NEC CORPORATION: Selling Two Subsidiaries ----------------------------------------- NEC Corporation is selling units NEC Leasing Limited and NEC Gotemba Limited for a total of 10 billion yen (US$84.58 million), Asia Pulse reports. NEC group firms now hold a combined 75 percent stake in NEC Leasing. The Company will sell 30 percent of NEC Leasing's outstanding shares to Sumisho Lease Co. and SMBC Leasing Co. in March. Since NEC Leasing will longer be a consolidated unit, NEC's group interest-bearing liabilities will decline about 20 percent to 1.74 trillion yen. NEC will sell NEC Gotemba to U.S. firm Jabil Circuit Inc. The computer maker, which posted a record loss of 312 billion yen in the year to March, had planned to sell shares in the unit to raise money to shrink its 2.1 trillion yen of debt, the Troubled Company Reporter-Asia Pacific reported recently. SEGA CORPORATION: Denies Talks With Electronics Arts ---------------------------------------------------- Sega Corporation denied a Nihon Keizai Shimbun report that U.S. games software publisher Electronics Arts was considering purchasing a 22 percent stake in the Company, the Financial Times reports. In a statement on Monday, Sega said: "We have not received any formal proposal on a capital alliance and no such issue has been discussed at our board meetings or Chief Executives meetings." The statement said Sega will keep working on ongoing talks with Sammy on their operational integration as its priority issue. Sega returned to profitability for the first time in five in years, with an operating profit of 14.2 billion yen ($112 million) last year, compared with an operating loss of 51.7 billion yen previously, the Troubled Company Reporter-Asia Pacific reports. The Tokyo-based maker of video game software has been cutting costs and strengthening its balance sheet through disposals of assets, including offices and stock holdings. SEGA CORPORATION: Eliminate 50 Jobs at U.S. Sales Unit ------------------------------------------------------ Sega Corporation will eliminate 50 jobs at its U.S. sales unit Sega of America this month because of slower-than-expected sales, Nikkei English News and Bloomberg reported. Some sales positions also will be eliminated. Sega returned to profitability for the first time in five in years, with an operating profit of 14.2 billion yen ($112 million) last year, compared with an operating loss of 51.7 billion yen previously, the Troubled Company Reporter-Asia Pacific reports. The Tokyo-based maker of video game software has been cutting costs and strengthening its balance sheet through disposals of assets, including offices and stock holdings. ========= K O R E A ========= HYNIX SEMICONDUCTOR: Accepts Eight Executive Resignations --------------------------------------------------------- Hynix Semiconductor Inc. has accepted the resignations of eight of the 40 executives in its memory chip operation as part of a move to restructure its business, Dow Jones said on Monday. The chipmaker decided not to name a successor for President and Chief Executive Park Sang Ho who resigned last week. Co-CEO and Chairman Woo Eui-je will solely head the Company. HYUNDAI GROUP: FTC Probes Six Major Business Groups --------------------------------------------------- South Korea's Fair Trade Commission (FTC) will probe six major business groups including Samsung, Hyundai, LG, SK, Hyundai Motor and Hyundai Heavy Industries for any possible illegal inter-group transactions, Dow Jones reports. The commission detected signs of possible illegal transactions at these enterprises. The probe will cover a period from January 2000 to December 2002, the report said. Those business groups haven't been investigated since 2000 for inter-group transactions. The corporate watchdog will also probe state-owned companies for any possible irregularities in the third quarter, the FTC said in a statement. KOREA THRUNET: Files for Court Protection ----------------------------------------- Korea Thrunet Co. Limited, a major provider of broadband Internet-access services in Korea, announced that the Company has filed petitions for a stay order and for the commencement of reorganization proceedings with the Bankruptcy Division of the Seoul District Court on March 3, 2003, PR Newswire reports. Under the Corporate Reorganization Act of Korea, the bankruptcy court, at its sole discretion, decides whether or not to issue a stay order within 14 days from the filing of such petition, and whether or not to issue an order of commencement within 30 days from the filing of such petition. At the time of the issue of such order of commencement, the bankruptcy court also appoints one or more administrators (who are comparable to "trustees" under U.S. bankruptcy law) who, subject to certain approvals and supervisions of the bankruptcy court, have exclusive power and capacity to conduct the business of the Company and to manage and dispose of any and all properties of the Company. Joseph Yoon, Ph.D, Executive Vice President of the Company, who is in charge of Investor Relations, stated, "Since the end of FY2001, Korea Thrunet has gradually improved its financial structure by reducing liabilities by approximately 50 percent, by implementing a corporate restructuring plan, and by taking other steps such as non-core asset sales." Mr. Yoon continued, "The Company believes that the going concern value of Thrunet is greater than its liquidation value and has therefore filed a petition for the commencement of reorganization proceedings. If the court approves the Company's petition, we believe it will provide an opportunity to restructure our debt obligations falling due within the 2003 fiscal year, and allow us to continue providing quality Internet Access Service to customers by using the cash from operating activities." Founded in July 1996, Korea Thrunet Co., Ltd. is a major provider of broadband Internet access services in Korea. The first to offer broadband Internet services in Korea, Thrunet has 1,300,118 paying end-users at the end of January 2003. Thrunet service features "always-on" Internet access at speeds up to 100 times faster than traditional dial-up Internet access. SUNGWON GROUP: KDIC Investigates Group for Fraud ------------------------------------------------ The Korea Deposit Insurance Corp. (KDIC) investigated several executives and labor union officials of Sungwon group on charges of obstructing the agency's investigation into the group, Digital Chosun said on Monday. The Sungwon group, currently under court-mediated restructuring procedures, was investigated by the KDIC for causing huge losses to its creditors, which in turn cost the government a massive amount of public funds. KDIC said that seven members of the group, including its chairperson Jeon Yun-su and three union officials, have been referred to the prosecutors for systematically refusing to aid in the investigation. Under a heavy debt, the group declared bankruptcy in 1999 and filed for court-mediated workout plans. HYNIX SEMICONDUCTOR: Plans to Open 300mm Pilot Line This Year ------------------------------------------------------------- Hynix Semiconductor Inc. plans to open a 300mm-wafer pilot line in the fourth quarter of this year with the initial production starting in the first quarter 2004, or in a year from now, EBN Online and X-bit Labs reported. The chipmaker will equip a fab shell in Chongju for the new 300mm wafer operation, according to Hynix Vice President of worldwide marketing Farhad Tabrizi. The 300mm fab will begin production using 100-nanometer (0.1- micron) process technology. The first chips in the new fab will be 512 Megabit DDR memory, and in second quarter 2004 production will expand to 1 Gigabyte DDR, the Hynix official added. Hynix will start 1Gbyte production earlier in an existing 200mm fab, planning samples in the third quarter 2003 and production in the fourth quarter 2003, according to Tabrizi. =============== M A L A Y S I A =============== ABRAR CORPORATION: Provides Proposed Restructuring Scheme Update ---------------------------------------------------------------- In compliance with paragraph 4.1(b) of PN 4/2001, Abrar Corporation Berhad (Special Administrators Appointed) wishes to announce the following: On 10 January 2002, the Special Administrators (the SAs) of the Company held a briefing for interested parties with strong assets backing and management expertise on the tender procedure for the submission of offers / proposals on the restructuring exercise of the Company. The interested parties were required to submit the offers / proposals by 23 January 2002. On 6 March 2002, the SAs conducted a restricted re-tender exercise for the two (2) shortlisted bidders who were required to submit their revised offers / proposals by 13 March 2002. On 15 April 2002, the SAs of the Company selected a White Knight to participate in the corporate debt restructuring exercise of the Company. On 16 May 2002, the SAs, for and on behalf of ACB, entered into a Memorandum of Understanding (MoU) with several parties (the White Knight) to regulate and record the basic understanding of the key areas of agreement pending finalization and approval of the Company's corporate restructuring proposal (the Workout Proposal). On 23 May 2002, the Company announced that the moratorium under Section 41 of the Pengurusan Danaharta Nasional Berhad Act, 1998 (the Danaharta Act), which took effect from 27 May 2000, i.e. the date of the appointment of SAs to the Company and which expires on 26 May 2002, has been further extended to 26 May 2003, pursuant to Section 41(3) of the Danaharta Act. On 11 July 2002, the SAs entered into Facilitation of Listing Agreement with OilCorp Berhad and with the White Knight pursuant to the MoU dated 16 May 2002 inter alia to transfer the listing status of the Company to OilCorp Berhad. On 29 August 2002, Public Merchant Bank Berhad (PMBB), on behalf of the Company, announced that the quantum and structure of the proposed offer for sale of OilCorp Shares (Proposed Offer for Sale) have been finalized. The Proposed Offer for Sale shall involve an offer for sale of 43,900,000 ordinary shares of RM1.00 each in OilCorp (OilCorp Shares) at an offer price of RM1.10 by the creditors of ACB and the vendors of Oil-Line Engineering & Associates Sdn Bhd (Oil-Line). On 2 September 2002, PMBB, on behalf of the Company, announced that the Company's corporate debt restructuring proposal (Proposed Restructuring Scheme) has been submitted to the Securities Commission for approval. On 16 October 2002, PMBB, on behalf of the Company, announced that the Foreign Investment Committee (FIC) had, vide its letter received on 15 October 2002, approved the Proposed Share Exchange, the Proposed Debt Settlement, the Proposed Acquisition and the Proposed Offer for Sale as proposed. The said FIC's approval is subject to OilCorp Berhad having a 30% direct Bumiputera equity interest upon the implementation of the Proposed Restructuring Scheme. On 1 November 2002, PMBB, on behalf of the Company, announced that the Workout Proposal for Danaharta in accordance with Section 45(2) of the Danaharta Act approved ACB vide its letter dated 28 October 2002. Under Section 46(4) of the Danaharta Act, the Workout Proposal binds the Company, all members and creditors of the Company and any other person affected by the Workout Proposal. On 21 November 2002, PMBB, on behalf of the Company, announced that all the relevant parties to the Facilitation of Listing Agreement dated 11 July 2002 have agreed to extend all the approvals that are to be obtained before 12 November 2002 to 11 January 2003. On 23 December 2002, PMBB, on behalf of the Company, announced that the Securities Commission, by its letters dated 18 December 2002 and 20 December 2002 approved the Company's Proposed Restructuring Scheme as proposed, subject to certain conditions to be fulfilled. On 14 January 2003, PMBB, on behalf of the Company, announced that the Company, OilCorp Berhad and the relevant parties to the Company's Proposed Restructuring Scheme had deliberated on the Securities Commission's decision and conditions imposed on the Proposed Restructuring Scheme and had agreed to accept the said Securities Commission's decision and conditions imposed. On 21 January 2003, PMBB, on behalf of the Company, announced that the relevant parties to the Share Sale Agreements of the Proposed Acquisitions, and the Listing Agreement have agreed to extend the date of which the parties were to obtain all approvals for the Proposed Restructuring Scheme to 11 March 2003. On 17 February 2003, the SAs appointed an audit firm; Messrs. Shamsir Jasani Grant Thornton to conduct an investigative audit on the Company, in compliance with the conditions imposed by the Securities Commission in approving the Company's Proposed Restructuring Scheme vide its letters dated 18 December 2002 and 20 December 2002. The Company's Proposed Restructuring Scheme will inter alia take into consideration the interest of all stakeholders that will also deal with the Company's plans to regularize its financial condition, its inadequate level of operations and the minimum RM 60 million paid - up capital requirement for companies listed on the Main Board of the Exchange. AOKAM PERDANA: SC's Proposed Rescue Scheme Decision Pending ----------------------------------------------------------- Further to the announcement dated 5 February 2003 made pursuant to Paragraph 4.1(b) of PN 4, Aokam, Aokam Perdana Berhad, as the affected listed issuer as defined under Paragraph 2.1(a) of PN 4 due to deficit in the adjusted shareholders' equity on a consolidated basis, announced that it had obtained conditional approvals from the following regulatory authorities on the Proposed Rescue Scheme and Proposed Employees Share Option Scheme of Aokam: (i) Labuan Offshore Financial Services Authority vide their letter dated 20 January 2003 (ii) Foreign Investment Committee vide their letter dated 27 January 2003 (iii) Bank Negara Malaysia vide their letter dated 28 January 2003 (iv) Ministry of International Trade and Industry vide their letter dated 13 February 2003. The approvals from the following authorities are still pending: (i) Securities Commission; and (ii) High Court of Malaya. BRIDGECON HOLDINGS: Seeks Audit Appointment Clarification --------------------------------------------------------- Bridgecon Holdings Berhad (Special Administrators Appointed) informed that pursuant to Practice Note No. 4/2001 (PN4), the Company had on 15th August 2002 as an affected listed issuer under PN4, submitted its Requisite Announcement to the Exchange. As announced earlier, the Company had obtained the relevant approval from the respective regulatory bodies, namely: 1. Foreign Investment Committee (FIC) 2. Ministry of International Trade and Industry (MITI) 3. Securities Commission (SC) Based on the condition imposed by the SC, the Company is required to appoint an independent audit firm within 2 months from SC's approval letter dated 26 December 2003 to carry out and investigative audit on the past business losses of BHB. The Company is also required to take the necessary steps to recover such losses. The investigative audit is to be completed within 6 months from the date of appointment. However, the Company had on 21 February 2003 sought a clarification from the SC on the above matter and an announcement will be made to the Exchange in due course upon receiving the confirmation from the SC. EPE POWER: Further Defaults Monthly Interest Payment ---------------------------------------------------- Subsequent to the announcement dated 30 January 2003, EPE Power Corporation Berhad has further defaulted in the payment of monthly interest of RM676,358.86 due to several financial institutions (FIs) under its revolving credit (RC) facilities. The status of the default of principal amount remains the same as previously announced. The Company wishes to inform that Commerce International Merchant Bankers Berhad (CIMB), on behalf of EPE, had on 20 February 2003 submitted an application to the KLSE for a further extension of two (2) months to 30 April 2003 to make the Requisite Announcement of its plan to regularize its financial condition. GENERAL LUMBER: Finalizing Explanatory Statement/Circular --------------------------------------------------------- Further to the previous announcement on the proposed restructuring scheme of General Lumber Fabricators & Builders Bhd (Proposed Restructuring Scheme), PM Securities Sdn Bhd, on behalf of the Company wishes to announce that GLFB is in the midst of finalizing the draft Explanatory Statement cum Circular to shareholders with the relevant authorities. The said Explanatory Statement cum Circular to shareholders and the relevant notices of meetings will be dispatched in due course. HIAP AIK: SA Enters Second Supplemental Definitive Agreement ------------------------------------------------------------ AmMerchant Bank Berhad, on behalf of Hiap Aik Construction Berhad (Special Administrators Appointed) pertaining to the Company's plan to regularize its financial position, informed that on 17 February 2003, the Special Administrators of HACB (SA) had entered into a second supplemental definitive agreement (2nd Supplemental DA) with Dato' Noor Azman @ Noor Hizam bin Mohd Nurdin and Datin Norhayati Bt Abd Malik (LDCSB Vendors) who are the shareholders of Lebar Daun Construction Sdn Bhd (LDCSB) to further vary the terms and conditions of the Definitive Agreement and Supplemental Definitive Agreement dated 7 August 2002 and 13 November 2002 respectively (DA and Supplemental DA, respectively). Save for the above, there is no other material development to the status of HACB's plans to regularize its financial position. KELANAMAS INDUSTRIES: Issues Material Litigation Update ------------------------------------------------------- Kelanamas Industries Berhad wishes to update the following material litigation: Kuala Lumpur High Court Companies (Winding-Up) Petition No D5-28-372-2002 Kin Yip Wood Industries Sdn Bhd .... Petitioner Kelanamas Industries Berhad .... Respondent The hearing of the above winding-up petition has been adjourned and fixed for next hearing on Tuesday, 25 March 2003. Kuala Lumpur High Court Companies (Winding-Up) Petition No D6-28-872-2002 Kian Joo Packaging Sdn Bhd .... Petitioner SBM Food Industries Sdn Bhd .... Respondent The case has been adjourned and fixed for hearing on Wednesday, 16 April 2003. KEMAYAN CORPORATION: Served Writ of Summon Filed by Mazly --------------------------------------------------------- The Board of Directors of Kemayan Corporation Berhad (Kemayan) informed that Mazly Realty Sdn Bhd (Mazly) had on 26 February 2003 served a Writ of Summon on its subsidiary company, Kemayan Resources Sdn Bhd (KRSB) and Kemayan. Mazly alleges that the transfer of the land held under Geran No. 20703, Lot 912, Mukim Rasah, Daerah Seremban, Negeri Sembilan (the Land) transferred in 1996 to KRSB using the Power of Attorney granted under a Profit Sharing Agreement (PSA) dated 29 June 1994 is invalid. Mazly is seeking: (a) declaration that the transfer and charge created on the Land are invalid and Kemayan is holding the interest and gain from the Land on constructive trust for Mazly; (b) injunction to: (i) restrict KRSB and Kemayan from sale, charge, redemption or assignment of the Land; (ii) compel KRSB and Kemayan to rectify the ownership registration to Mazly; (iii) remove the charge created in 1996; (iv) return all interest and gain from holding the land under constructive trust for Mazly; (c) general damages for breach of trust; (d) interest at the rate of 8% per annum on the general damages from 13 December 1996 to the date of full settlement; (e) costs; and (f) such other relief as the Honorable Court may deem fit and proper. The Directors are of the opinion that there will be minimal financial and operational impact of the Writ on the Group as minimum guaranteed profit under the PSA has been fully paid to Mazly. The Directors are also of the opinion that there is no expected losses except for the legal fees to be incurred in challenging the Writ. KRSB and Kemayan are appointing solicitors to challenge the Writ. KSU HOLDINGS: Winding Up Petition Hearing Postponed to March 25 --------------------------------------------------------------- Further to the announcement on 4 December 2002, KSU Holdings Berhad informed that the hearing date for the Winding-Up Petition on a wholly owned subsidiary, Kumpulan Sepang Utama Sdn Bhd (KSUSB), has been postponed to 25 March 2003. Last month, the Troubled Company Reporter - Asia Pacific reported that the Company's default as at 31 January 2003 amounted to RM106,315,379.17 of principal sum and RM19,539,104.25 of interest for term/bridging loans and overdraft facilities. LONG HUAT: Inks Proposed Restructuring Agreement With LSKH ---------------------------------------------------------- On 27 January 2003, Long Huat Group Berhad had entered into a Memorandum of Understanding with Lee Swee Kiat Holdings Sdn Bhd (LSKH) for the purpose of regulating and recording the duties, obligations and results of negotiations in respect of the proposed restructuring scheme of LHGB. Pursuant to the above, on behalf of LHGB, Southern Investment Bank Berhad announced that the Company had on 26 February 2003 entered into a restructuring agreement (Agreement) with LSKH and LSKH Vendors, namely, Lee Swee Kiat & Sons Sdn Bhd (LSKS) and East Malaysian Growth Corporation Sdn Bhd (EMGC) to undertake a proposed restructuring scheme to regularize the financial condition of the Company pursuant to PN4/2001. The proposed restructuring scheme is comprised of: * Proposed Capital Reconstruction; * Proposed Scheme of Arrangement; * Proposed Debt Settlement; * Proposed Acquisition; * Proposed Exemption; * Proposed Disposal; * Proposed Offer for Sale and/or Proposed Placement; and * Proposed Listing Status Transfer. (collectively known as the Proposed Restructuring Scheme) Go to http://www.bankrupt.com/misc/TCRAP_Lhuat0305.docfor more further information on the Proposed Restructuring Scheme. MALAYSIAN GENERAL: Regularization Status Remains Unchanged ---------------------------------------------------------- Malaysian General Investment Corporation Berhad refers to the announcement made on 25 February 2003 whereby it was announced that the Company has on 24 February 2003 obtained an order from the High Court of Malaya granting the Company leave to convene a meeting of its shareholders for the purpose of considering and, if thought fit, approving with or without modification the proposed exchange of all the existing ordinary shares of RM1.00 each (Shares) in MGIC with new Shares in Sumatec Resources Berhad, the public company which will assume the listing status of MGIC, pursuant to Section 176(1) of the Companies Act, 1965. In line with PN4 of the KLSE's Listing Requirements which requires an announcement on the status of an affected listed issuer's plan to regularize its financial condition to be made on the first market day of each month, AmMerchant Bank Berhad {formerly known as Arab-Malaysian Merchant Bank Berhad}, on behalf of the Company, announced that there has been no significant development in respect of the Company's plan to regularize its financial position since that announcement. The Company is presently in the midst of preparing the Explanatory Statement / Circular on the Company's proposed restructuring scheme as approved by the Securities Commission, to be dispatched to shareholders in due course. MECHMAR CORPORATION: Files Stay of Execution on Default Judgment ---------------------------------------------------------------- Alliance Merchant Bank Berhad has served a Judgment in Default on Mechmar Corporation (Malaysia) Berhad for RM 10,075,029 in respect of non-payment due on a Bank Guarantee Facility. As the Company is disputing the sum claimed, it has filed in an application to set aside judgment together with a stay of execution. Meanwhile, Public Bank (L) Ltd has served a summons on the Company claiming for US$1,914,945.66. The company has entered appearance and will file defense within the stipulated period. There is no change in status in the rest of the loans in default. Payment is as per agreed schedules. For reference, go to http://www.bankrupt.com/misc/TCRAP_Mechmar0305.xlsfor the list of loans. NCK CORPORATION: Currently Implementing Restructuring Scheme ------------------------------------------------------------ Further to the announcements dated 1 November 2002 and 19 November 2002 as announced by Alliance Merchant Bank Berhad, NCK Corporation Berhad (Special Administrators Appointed) announced that following the approvals received from the Securities Commission, the Foreign Investment Committee and the Ministry of International Trade and Industry for its Restructuring Scheme, the Restructuring Scheme is currently being implemented by the Company. Any further developments to the Restructuring Scheme will be announced in due course. OMEGA HOLDINGS: Awaits Proposed Restructuring Scheme Approval ------------------------------------------------------------- Affin Merchant Bank, on behalf of the Board of Directors of Omega Holdings Berhad, announced that the Company is still awaiting approvals from the relevant authorities for the proposed restructuring scheme. The Company had entered into new Restructuring Scheme Agreement with Milan Auto (M) Sdn Bhd whereby the Company has agreed to undertake and implement the Proposed Restructuring Scheme, which consists of: (i) Proposed Acquisition of Omega Holdings Berhad by Newco; (ii) Proposed Scheme of Arrangement; (iii) Proposed Transfer of Business; (iv) Proposed Acquisition of Milan Auto Corporation (M) Sdn Bhd (MAC), a wholly-owned subsidiary of Milan Auto (M) Sdn Bhd (MA) by Newco; (v) Proposed Waiver from the Mandatory Take-Over Offer Requirement (MTO); (vi) Proposed Special Issue of Shares; (vii) Proposed Offer For Sale of Settlement Shares By Omega Creditors; (viii) Proposed Offer For Sale of Shares by MA; (x) Proposed Listing Transfer; and (xi) Proposed Disposal of Omega Group. PICA (M) CORPORATION: Provides Credit Facilities Status Update -------------------------------------------------------------- The Board of Directors of Pica (M) Corporation Berhad wishes to make the following announcement for public release: 1. RM60 Million Guaranteed Revolving Underwriting Facility Further to the Company's announcement on the status of the above matter, the Court has further fixed 18 March 2003 for further submission in relation to the Plaintiff's striking out application. Apart from the above, the legal proceeding is still pending in court. 2. RM5 Million Revolving Credit Facility & RM7 Million Short Term Loan Further to the Company's announcement, the Company wish to inform that the Plaintiff's summary judgment application has been postponed to 1 April 2003. Apart from the above, the legal proceeding is still pending in court. 3. RM50 Million Term Loan Facility Further to the Company's announcement, the Company wish to inform that Plaintiff's summary judgment application has been postponed to 2 April 2003. Apart from the above, the legal proceeding is still pending in court. 4. RM4 million Revolving Credit Facility & RM7 million Overdraft Facility Further to the Company's announcement, the Company wish to inform that the Plaintiff's summary judgment application has been further fixed for hearing on 4 March 2003. However, 4 March 2003 is a public holiday and The Company has applied to court for another date to be fixed for the hearing. Apart from the above, the legal proceeding is still pending in court. 5. Approx RM3 million Credit Facility Claimed by Arab-Malaysian Bank Further to the Company's announcement, the Company wish to inform that the Company has filed in its Statement of Defense and the Plaintiff's summary judgment application has been further fixed for hearing on 10 March 2003. SATERAS RESOURCES: Securities Listing Hearing Set on March 12 ------------------------------------------------------------- Sateras Resources (Malaysia) Berhad is working toward a restructuring plan aimed at regularizing the Company's financial condition. The Board will make the restructuring plan available as soon as they are finalized. The Company had on 10 January 2003 made a written representation to the Exchange as to why the securities should not be removed from the official list as a reply to the show cause letter from the Exchange dated 3 January 2003. Further to that the Company has been granted an oral representation from the Exchange via letter dated 20 February 2003. The date of hearing will be on 12th March 2003. SCK GROUP: In Revised Proposed Workout Scheme Talks With Lenders ---------------------------------------------------------------- SCK Group Berhad announced the status of the Company's plan to regularize the Company's financial condition for the month ended 28 February 2003, as follows: MONTHLY UPDATE ON THE STATUS OF SCK PLAN TO REGULARISE THE COMPANY'S FINANCIAL CONDITION In response to the Exchange's Notice to Show Cause on de-listing of securities of SCK dated 3 January 2003, the Company has on 17 January 2003 filed Written Representations to the Exchange stating the reasons why the securities of SCK should not be de- listed from the Official List of the Exchange. Concurrently the Company has requested for an oral hearing before the Listing Sub-Committee of the Exchange (the Committee) for the Company to make the requisite oral submission and representations. The Company has on 29 January 2003 and 11 February 2003 made further Written Representations to the Exchange on similar matter. The Exchange vide its letter dated 20 February 2003 consented to the Company's request for Oral Hearing/Deliberation before the Committee. The hearing/deliberation is fixed on Wednesday, 12 March 2003 at 2:00 p.m. at KLSE Boardroom, Kuala Lumpur Stock Exchange, 15th Floor, Exchange Square, Bukit Kewangan, 50200 Kuala Lumpur. The Company is currently in negotiation with the Lenders to finalize certain issues on the Revised Proposed Restructuring Scheme as announced on 30 December 2002. FURTHER ANNOUNCEMENTS Further announcements on the progress of the Revised Proposed Restructuring Scheme would be made monthly or as and when required. SENG HUP: January Defaulted Payment Stands RM56,655,994 ------------------------------------------------------- As required by the KLSE Practice Note 1/2001, Seng Hup Corporation Bhd (Special Administrators Appointed) provided an update on its default in payment, as enclosed at http://www.bankrupt.com/misc/TCRAP_SengHup0305.xls. The default by SHCB as at 31 January 2003 amounted to RM56,655,994 made up of principal sums, plus RM28,777,574 in interest for revolving credit facilities, trade financing and overdraft. P.T. Krisindo Mas, a subsidiary of SHCB had as at 31 January 2003, defaulted USD2,280,000 made up of a principal sum plus, USD1,284,606 in interest, in respect of its property loan. Dasar Jernih Sdn Bhd and Nazar Holdings Sdn Bhd, both subsidiaries of SHCB have respectively defaulted in the principal repayment of their property loans amounting to RM5,728,000 and RM1,180,000 together with interest of RM2,597,008 and RM629,484 respectively as at 31 January 2003. There are no other new development since its previous announcement with regard to this Practice Note. SISTEM TELEVISYEN: Proposed TV3 Scheme of Arrangement Approved -------------------------------------------------------------- On behalf of Sistem Televisyen Malaysia Berhad (TV3), Arab- Malaysian Merchant Bank Berhad announced that the resolutions pertaining to the Proposed Corporate Restructuring Scheme (Corporate Proposals) tabled at the Extraordinary General Meeting held on 28 February 2003 have been approved by the shareholders of TV3. Further, the proposed scheme of arrangement pursuant to Section 176 of the Companies Act, 1965 (Proposed TV3 Scheme of Arrangement) between TV3, scheme creditors of TV3, shareholders of TV3, Media Prima Berhad (Newco), formerly known as Profitune Berhad and Malaysian Resources Corporation Berhad (MRCB) has been approved by both classes (Class A and B) of shareholders of TV3 at a High Court of Malaya (Court) convened meeting held on 28 February 2003. Go to http://www.bankrupt.com/misc/TCRAP_TV30305.pdfto see details of the results of the Court convened meeting, as confirmed by the independent scrutineer for the said meeting. As such, TV3 has obtained the requisite approval from a majority in number representing three-fourths in value of the class of members present and voting either in person or by proxy for the Proposed TV3 Scheme of Arrangement in accordance to Section 176(3) of the Act. The Proposed TV3 Scheme of Arrangement remains subject to the approval of the Court. SOUTHERN PLASTIC: Continues to Default Payments ----------------------------------------------- Southern Plastic Holding Berhad and the Group are still in default of payments towards their bank borrowings (both principal and interest) from certain financial institutions. This was a result of the respective banks' actions in freezing the bank borrowing facilities of the Group and the Company in view of the Company's proposal of an informal restructuring scheme. The bank borrowings of the Group and Company comprise overdrafts, trade lines, and term loans. The Company had obtained principal agreements from several the financial institutions and had obtained relevant conditional sales and purchases agreements with the target acquisitions. The Board has submitted to the Securities Commission a Restructuring Proposal on the 30 January 2003. SRI HARTAMAS: In the Midst of Asset Disposals Completion -------------------------------------------------------- The Special Administrators of Sri Hartamas Berhad (Special Administrators Appointed) wish to inform that there is no change to the announcement made on 5 February 2003 on the status of SHB's plan to regularize its financial position. Further to receiving the conditional approval of the Securities Commission on 9 July 2002 on the Proposed Scheme of Arrangement of SHB, the Special Administrators are presently fulfilling the conditions imposed before implementing the proposals. The Securities Commission had granted SHB an extension of time for a period of 6 months up to and including 9 July 2003 to complete the Proposed Scheme of Arrangement. The Securities Commission had also, via its letter dated 14 August 2002, granted its approval to SHB to implement the proposed disposals and set-off and transfers of assets of SHB and its subsidiaries as a means to settle outstanding debts of SHB and its subsidiaries. The Special Administrators are in the midst of completing the various disposals and set-off and transfers of assets. TAJO BERHAD: Releases Update on Defaulted Payment Status -------------------------------------------------------- Pursuant to the announcements on 30 January 2003, 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 Berhad (Tajo) is pleased to provide 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 at http://www.bankrupt.com/misc/TCRAP_Tajo0305.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 the announcements dated 30 January 2003, 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 via 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, via 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, via 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. In compliance with one of the conditions imposed by the Securities Commission in its approval letter for the Proposed Restructuring Exercise dated 24 December 2002, Tajo had on 21 February 2003 appointed an audit firm, Messrs. Anuarul, Azizan, Chew & Co. to conduct an investigative audit on the Group. 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 January 2003, in relation to the payments, which are in default and are the subject matter of the restructuring scheme is RM192,400,661. 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 its 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. TECHNO ASIA: Posts Financial Assistance Provision Details --------------------------------------------------------- Pursuant to Section 3.1 of Practice Note No.: 11/2001 of the Kuala Lumpur Stock Exchange (KLSE) Listing Requirements, Techno Asia Holdings Berhad (Special Administrators Appointed) announces the provision of financial assistance by TECASIA and its subsidiaries for the quarter ended 31 December, 2002. The aggregate amount of financial assistance provided during the reporting quarter to persons listed under paragraph 8.23(1)(ii) of the KLSE Listing Requirements, excluding trade debtors, are as tabled at http://www.bankrupt.com/misc/TCRAP_TecAsia0305.pdf. TECASIA further advises that no material financial impact on the TECASIA Group is noted pursuant to the above. * No figures is shown for the advances provided during the quarter by the Group as it is negative. TRANS CAPITAL: Penang High Court Grants Convene Scheme Meeting -------------------------------------------------------------- Reference is made to the announcement dated 5 February 2003 in relation to the status of Trans Capital Holding Berhad's plan to regularize its financial condition in compliance with PN4 of the Exchange Listing Requirements of KLSE. Subsequent thereto, on 25 February 2003, it was announced that AWC Facility Solutions Berhad has on 24 February 2003 appointed Messrs Ernst & Young as the independent audit firm in compliance with the Securities Commission's approval conditions. On 27 February 2003, it also announced that the Penang High Court had on 25 February 2003 granted TCHB's subsidiary, Trans Capital Technology Sdn Bhd (TCT), leave to convene scheme meeting pursuant to Section 176(1) of the Companies Act, 1965 within six(6) months. Further thereto, AmMerchant Bank Berhad, on behalf of TCHB, wishes to announce that the Explanatory Statement and Circular containing the details of the proposals together with a notice for an extraordinary general meeting and the notice of scheme meeting pursuant to Section 176 of the Companies Act, 1967 to the shareholders and creditors of TCHB is being finalized and will be dispatched in due course. ===================== P H I L I P P I N E S ===================== BENPRES HOLDINGS: Clarifies Sale in Cable Stake ----------------------------------------------- This is in reference to the news article entitled "Lopez group defers sale of half of Beyond Cable stake" published in the February 25, 2003 issue of the Philippine Star. The article reported that: "The Lopez group has decided to defer indefinitely the sale of half of its holdings in Beyond Cable, the Company created to consolidate the country's two leading cable television companies namely Sky Cable and Home Cable xxx." Benpres Holdings Corporation (BPC), in its letter dated February 28, 2003, stated that: "We confirm the statement of Mr. Eugenio Lopez III that any plans to sell part of its stake in Beyond Cable to a third party will have to wait until the Lopez group can get a better price for it. Such sale may happen after an agreement is reached with Sky Vision and Home Cable creditors on the restructuring of the debts of these two companies. For a copy of the press release, go to http://bankrupt.com/misc/tcrap_benpres0304.pdf NATIONAL BANK: Remittances From Tokyo Remain Normal --------------------------------------------------- The Philippine National Bank (PNB) gave assurances that its remittance services in Japan will continue to operate normally. PNB, one of two fully licensed Philippine banks in Japan, is estimated to service more than 60 percent of the Philippine- bound remittances sent by OFWs through banks based in Japan. In 2002, PNB explored the possibility of further expanding and improving its remittance services in Japan by proposing a tie-up with the Japanese postal authority so that Filipino residents and workers in Japan can use its many offices and facilities as receiving points for their remittances. The Paris-based Financial Action Task Force, however, disapproved the application for linkage, in view of the country's inclusion in the list of Non-Cooperative Countries and Territories (NCCT). But PNB clarified that the disapproval took place in December 2002, long before the recent rejection by the FATF of the amendments to the Anti-Money Laundering Law. In the meantime, although it was not able to expand its remittance business in this important country, PNB says it has not encountered any unusual difficulties so far. Moreover, PNB is finalizing the setting up of a sub-branch in western Japan by springtime this year, in another effort to expand the Bank's coverage and services to the large Filipino community in Japan. For more information, go to http://www.pnb.com.ph. ================= S I N G A P O R E ================= INTRACO LIMITED: Liquidates Dormant Units ----------------------------------------- Intraco Integrated Pte Ltd. and Sintra Oil Private Limited, dormant units of Intraco Limited, has been placed in members' voluntary liquidation on February 28, 2003. The above liquidations are not expected to have any material impact on the net tangible assets and earnings per share of the Intraco Group for the financial year ending 31 December 2003. Intraco Limited reported an operating loss of S$10.8 million in 2002 compared to a loss of S$37.2 million a year earlier. The loss was mainly due to prudential provision for obsolete inventory made by the Telecommunications unit, the Troubled Company Reporter-Asia Pacific reports. Loss after tax and minority interests was S$12.4 million in 2002 compared to a loss of S$45.8 million in 2001. PRESSCRETE HOLDINGS: General Manager Resigns -------------------------------------------- The Board of Directors of Presscrete Holdings Limited announced that Mr. Chew Ang Yew, General Manager of the structural engineering division in the Company's 100 percent owned subsidiary Presscrete Engineering Pte Ltd, has tendered his resignation on February 26, 2003 and is currently serving his notice period. Concurrently, he has also resigned from his appointment as General Manager in the Company's 85 percent-owned subsidiary, Adventure Training Systems (Asia-Pacific) Pte Ltd. His last day of service in both positions with the Company will be 25 May 2003. The Troubled Company Reporter-Asia Pacific reported that Presscrete Holdings Limited posted a net loss of S$1.302 million in the first half of 2002 from 3.254 million a year earlier due to lower interest charges arising from the deconsolidation of unit Ceramic Technologies Pte Ltd's debts. Ceramic Technologies was placed under judicial management in January 2002. SEATOWN CORPORATION: Clarifies 2002 Financial Results ----------------------------------------------------- The Directors of Seatown Corporation Limited clarified on its announcement dated March 3, 2003 on its proforma full year financial statements and results for the year ended 30 September 2002. Para 2. Whether the figures have been audited, or reviewed and in accordance with which standard (e.g. the Singapore Standard on Auditing 910 (Engagement to Review Financial Statements), or an equivalent standard.'' The figures have not been audited or reviewed. Para 9. Where a forecast, or a prospect statement, has been previously disclosed to shareholders, any variance between it and the actual results. There is no variance. Due to typo error, the below supercede earlier announcement: "Please quantify the amounts in dispute with the sub- contractors". S$'000 Amount as claimed by sub-contractors 51,502 Amount as recorded in the books 30,529 Amount in dispute 20,973 For more information, go to http://www.sgx.com/. =============== T H A I L A N D =============== ADVANCE PAINT: Cancels Dividend Payment, Sets April 4 SGM --------------------------------------------------------- Advance Paint & Chemical (Thailand) Public Company Limited notified the resolutions of the Board of Directors Meeting No.1/2003, held on February 27th ,2003 on the following important matters: 1. Adoption of the Minutes of the Board of Directors Meeting No.4/2002. 2. Unanimous approval for submission to the Shareholders Meeting for adoption and approval of the Balance Sheet and Profit and Loss Accounts of the Company for the fiscal year ended December 31st, 2002 3. Unanimous approval for submission to the Shareholders Meeting for no dividends payment for the performance results of the fiscal 2002. The Company has achieved the debt settlement in compliance with the plan the Central Bankruptcy Court has ordered on September 30th ,2002 to terminate the rehabilitation process. 4. Unanimous approval for submission to the Shareholders Meeting for election of new directors to replace Mr. Pricha Punnakitikashem and Mr. Dusit Nontanakorn being the directors due to retire by rotation in this occasion. 5. Unanimous approval for submission to the Shareholders Meeting for consideration of electing Mr. Chamras Pingkhalasay the Auditors of Chamras CPA Co.,Ltd or Mr. Sevi Viwatpanachat the Auditors of Petisevi & Company be appointed as the auditors of the Company for the fiscal year 2003 and fixing the remuneration of the auditor not more than Bt250,000 per years. 6. Unanimous approval for setting the date of the Ordinary General Meeting of Shareholders No 1/2003 to be held on April 4, 2003 at 9:00 a.m. at the Conference Room of the Company, Bangpa- In Industrial Estate 344 Moo 2,Klongjik, Bangpa-In District, Ayuthaya. Agendas for the Ordinary General Meeting of Shareholders No 1/2003: 1. To adopt the Minutes of Extraordinary General Meeting of Shareholders No.1/2002. 2. To approve the performance results of the Board of Director for the fiscal year 2002 and the Annual Report. 3. To adopt and approve the balance sheet and the profit and loss accounts of the Company as at December 31st ,2002. 4. To acknowledge the non-payment of dividends for performance results of the fiscal year 2002. 5. To consider and elect the directors in place of those retiring by rotation. 6. To consider and appoint Auditors for the fiscal year 2003 and fix the remuneration. 7. To consider amendment to the Article Association of the company for Information Concerning the Acquisition and Disposition of Assets and the Connected Transaction. 8. Other business (if any). 7. Unanimous approval for submission to closing date for share registration was set from March 14 ,2003 at 12:00 p.m. until the Ordinary General Meeting of Shareholders No.1/2003 will adjourn whereupon the Shareholders whose name appear in the Share Register during the closing period will be entitled to attend the Ordinary General Meeting of Shareholders No.1/2003. ADVANCE PAINT: Gains Bt611.02M Profit From Debt Restructuring ------------------------------------------------------------- Advance Paint & Chemical (Thailand) Public Company Limited, in reference to the Company's revenue of Bt21.81 million for the period ended December 31st, 2002 compared to the revenue of Bt9.60 million to the same period of the year 2001, clarified that the increase by more than 20 percent is due to the reason that it is starting its own distribution to expand customer base. Such distribution is relevant to the continuous growth of real estate sector. The Company has completed the Rehabilitation Plan and paid all debts to all creditors. The Company gained profit from the restructuring process in the amount of Bt611.02 million. The Company recorded the returned loss from impairment of assets of Bt14.01 million resulting from appraisal value of land, building and machine by an independent appraiser. JASMINE INTERNATIONAL: Explains Auditor's Disclaimer Opinion ------------------------------------------------------------ Pursuant to the disclaimer of opinion made on February 14, 2003 by the Auditor on the consolidated financial statements for the year ended December 31, 2002 and 2001 of Jasmine International Public Company Limited and its subsidiaries, Chaengwatana Planner Co., Ltd., as the Company's Planner provided the following information: 1. The going-concern business is for the Company and its subsidiary, Jasmine International Overseas Company Limited, defaulted on the debt repayments under the Debt Restructuring Agreement. The Company and its subsidiary have incurred losses from operations amounting to approximately Bt1,618 million, capital deficits amounting to approximately Bt620 million, and current liabilities approximately Bt3,192 million in excess of current assets. Due to such factors, the Company and its subsidiary filed a petition for business rehabilitation to the Central Bankruptcy Court, on which the Company is pleased to report as follows: - Chaengwatana Planner Company Limited and Pakkred Planner Company Limited were appointed by the Central Bankruptcy Court as the planner of the Company and its subsidiary respectively, - On January 27, 2003, Chaengwatana Planner Company Limited, the planner of the Company, completed the Company's rehabilitation plan and submitted such plan to the creditors. The court set March 6, 2003 as the date for the creditors to vote for the plan's approval. The Planner believes should things be proceeded accordingly to the submitted plan; the Company's financial status, cash flow, and operation results will be improved and the Company will be able to exit the rehabilitation plan by this year. 2. In terms of the provision for impairment loss in assets of a subsidiary company who invested in the construction of a gateway station for ACeS, the satellite-based mobile telecommunications, and had investments in shares in AceS International Limited (owner of the ACeS Satellite), The Planner is pleased to inform that this subsidiary presently has consecutive incoming cash flow, progressive sales volume, and overseas project expansion to increase additional sales volume. The Planner is therefore confident that the projected net cash flow to be derived from the operating profit as shown in the projected financial statement is adequate for the provision for impairment loss in assets. Besides, the trade counterparts allocated in Indonesia and the Philippines also have favorable operating performances, resulting in the promising operation results of ACeS International Limited in the future. It is to the Company's certainty that the capital investment in ACeS International Limited will not be lower than the forecasted provision for impairment loss. ROBINSON DEPARTMENT: Incurs Debt Restructuring Gain of Bt383.8M --------------------------------------------------------------- Robinson Department Store Public Company Limited submitted the Financial Statements of the Company and its subsidiaries for the year ended 31 December 2002 and 2001, which had already been audited by the Company's auditor. As shown in the Profit & Loss Statements, the Company and its subsidiaries generated a net profit after extraordinary items of Bt15,178.0 million for the period ended 31 December 2002, compared with a net loss of Bt790.6 million for the same period of 2001. However, the Company and its subsidiaries recorded a net profit before gain on debt restructuring (which was classified as extraordinary items of Bt14,794.3 million) of Bt383.8 million in 2002, compared with a net loss for the same period of 2001 at Bt790.6 million. Please note that the Company recorded interest expense incurred from other debts (which was not new debenture issued under the Company's Business Reorganization Plan) of only Bt26.2 million for the period ended 31 December 2002, compared with the total outstanding of principal and interest of new debenture as at 31 December 2002 of Bt3,714.7 million. The small interest expense was due to the facts that the Company included all accrued interest expense portion being fall due from the issue date to the maturity date of new debenture as debenture item, resulting in a higher than par value of the new debenture shown in the Company's balance sheet. When the interest was paid to the debenture holders, it was recorded as a redemption of such debenture other than being recorded as interest expense, thus there was no interest expense incurred from the debenture shown in the Company's Profit & Loss statement until the maturity date. The Company had paid out the interest expense at 6% per annum for the year ended 2002 of Bt149.1 million. For the year 2003 to 2005, the interest rate of 7%, 8%, and 9% will be applied to respectively. In addition, interest expense shown in 2002 was relatively lower than in 2001. This was due to in September 2001 the Company ceased to accrue the interest expense incurred from the outstanding sum of defaulted financial debt before restructuring. This was possible because the Company gained a significant achievement in debt restructuring under the Reorganization Plan. The interest expense recorded during the period of January to September 2001 was approximately Bt690.0 million. In view of normal operation, the Company and its subsidiaries generated a slightly sales growth of Bt56.9 million, an increase of 0.75% for the year ended 2002. The total sales was amounted to Bt7,615.3 million in 2002, compared with Bt7,558.4 million for the same period in 2001. For other income, the Company and its subsidiaries recorded revenue increase of Bt116.4 million, an increase from Bt874.9 million in 2001 to Bt991.2 million in 2002, representing 13.3% growth. Total income of the Company and its subsidiaries for 2002 was then higher than in 2001 of Bt173.0 million or 2.05% growth. For Selling and administrative expenses, the Company and its subsidiaries incurred a higher expense of Bt74.4 million, or 3.66% increase from 2001. The said expense for 2002 and 2001 were recorded at Bt2,104.7 million and Bt2,030.3 million respectively. As from the above, the Company and its subsidiaries generated a profit before interest, FX loss and tax of Bt460.2 million in 2002, compared with a profit of Bt309.6 million in 2001, an increase of 48.64%. For the Company only, profit before interest, FX loss and tax was recorded at Bt409.7 million in 2002 and Bt263.8 million in 2001, an increase of 55.30%. In addition, success of the Company's capital increase, debt- equity swap, capital reduction, and debt forgiveness implemented during the fourth quarter of 2002, resulting in the significant improvement in financial position, evidenced by a sharp decrease of financial debt of the Company and its subsidiaries from the previous level of Bt21,332.8 million as at 31 December 2001 to Bt3,896.7 million as at 31 December 2002, and a sharp increase of shareholders' equity from Bt-15,499.2 million as at 31 December 2001 to Bt1,448.70 million as at 31 December 2002. SAHAMITR PRESSURE: Explains Plan's Actual, Projection Variance -------------------------------------------------------------- ABN AMRO Asia Securities Public Company Limited, the Financial Advisor of Sahamitr Pressure Container Public Company Limited explained on the variation between actual performance and projection in the Rehabilitation Plan (Plan) for the fourth quarter ended 31 December 2002. Revenue In Q4/2002, the Company's domestic sales was 28.56% higher than the projection whereas export sales was 26.89% lower than the projection resulting in the Company's actual total sales of Bt350.34 million, which was Bt42.35 million or 10.78% lower than projected total sales due to the following: - Company's unit sale in domestic was 102,782 units or 52.87% higher than projection, which was resulting from the government's policy of disposal of substandard cylinder stimulated in 2002 where as unit sale for export was 56,384 units or 12.43% lower than projection - Average selling price per unit was Bt131.84 lower than the projection resulting from the lower than projection of both domestic and export selling price at Bt81.87 and Bt106.53 respectively, due to sale of smaller size than projection. Gain from Debt Restructuring Bt62.22 million gain from debt restructuring was the result of Company's refinancing its existing debt at 30% discount plus forgiveness of accrued interest incurred from those refinanced principal. Cost of Sales In Q4/2002 the actual cost of sales was Bt293.33 million, which was Bt19.93 million higher than the projection at Bt273.40 million due to the following: - The increasing number of units sold making cost of sales was Bt36.07 million higher than projection - The average selling price per unit was 5.90% lower than projection making actual cost of sale was Bt16.14 million lower than projection resulting from smaller of sale-size Selling and Administration Expenses The actual selling and administration expenses at Bt63.41 million was Bt10.04 million or 13.66% lower than projection. The causes of variance are the following: - Lower than the projection of transportation at the amount of Bt21.75 million because most of the sales in this quarter were domestic sales - Personal and other expenses was Bt11.71 million higher than the projection Provision for losses from reserve for loan repayment for related company This provision of Bt20 million was the reserve of Company's repayment of debt as a guarantor of related company according to Debt Restructuring Agreement dated 29 June 2001, amendment on 2 October 2001 and 24 December 2002. In the projection, this repayment was recorded in balance sheet as advanced payment to related company. Interest Expenses Actual interest expenses at Bt1.25 million which was Bt1.19 million higher than the projection because, interest expenses in the projection were largely incurred from loan for working capital only. Accrued interest for restructured debt were excluded according to the General Accepted Accounting Standard for Troubled Debt Restructuring. Whereas, the actual interest expenses in Q4/2002 were due largely to interest incurred from Company's debt refinancing which will be recognized as interest expenses in profit and loss statement and interest from loan for working capital. These resulted in higher interest expenses than the projection. Income Tax Company had no income tax expenses because of the utilization of tax loss carry forwards. Net Profit(Losses) Actual net profit in Q4/2002 at Bt38.29 million was Bt3.06 million higher than the projection due to gain from debt restructuring at Bt62.22 million and net of provision for losses from reserve for loan repayment for related company at Bt20 million. * SET Suspends Companies Over F/S Submission Failure ---------------------------------------------------- These listed companies have failed to submit their financial statements as of 31 December 2002 via the Electronic Listed Company Information Dissemination system (ELCID) by the deadline specified by the SET and there have been at least three consecutive delays in filing their financial statements. The SET Rules prescribe that conditions and procedures for the temporary prohibition of trading of listed securities will take effect on the next day, and remain in effect until the company has sent the financial statements to the SET. 1. Rattana Real Estate Public Company Limited (RR) 2. Thai Engine Manufacturing Public Company Limited (TEM) The Stock Exchange of Thailand (SET) has posted an "SP" (Suspension) sign to temporary suspend the trading of the companies securities due to the companies have failed to submit their financial statements for at least three consecutive delays. Therefore effective on 4 March 2003 onwards, until the companies submit the required financial statements this suspension will remain in effect. 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 publication in any form (including e-mail forwarding, electronic re-mailing and photocopying) is strictly prohibited without prior written permission of the publishers. Information contained herein is obtained from sources believed to be reliable, but is not guaranteed. The TCR -- Asia Pacific subscription rate is $575 for 6 months delivered via e-mail. Additional e-mail subscriptions for members of the same firm for the term of the initial subscription or balance thereof are $25 each. For subscription information, contact Christopher Beard at 240/629-3300. *** End of Transmission ***