/raid1/www/Hosts/bankrupt/TCRAP_Public/030407.mbx
T R O U B L E D C O M P A N Y R E P O R T E R
A S I A P A C I F I C
Monday, April 07 2003, Vol. 6, No. 68
Headlines
A U S T R A L I A
BLACK RANGE: First Statutory Creditors Meeting Scheduled Today
CAPE RANGE: Discloses Top 20 Shareholders
GOODMAN FIELDER: Board Directors Step Down From Posts
GOODMAN FIELDER: Releases Statement on Director's Resignation
KALREZ ENERGY: Issues March Oseil Oilfield Production Update
LEX NOMINEES: Former Townsville Businessman Sentenced to Jail
MAYNE GROUP: US Sunscreens Business Sale Completed
SUNDOWNER GROUP: Proposes Selected Properties Sale
WESTERN METALS: Releases Unlisted Options Statement
C H I N A & H O N G K O N G
CHINADOTCOM CORPORATION: Unit Completes Newpalm Acquisition
KIN DON: Narrows 2002 Operations Loss to HK$12.065M
PACIFIC INDUSTRIAL: Winding Up Sought by Nanyang
STAR EAST: Inks Conditional Agreements With ITC, SMI
WING LEE: Consolidates Shares
YING WAH: Winding Up Petition Hearing Set
I N D O N E S I A
ASIA PULP: Restructuring Shows Progress, Says IBRA
BANK NEGARA: To Repay US$190M in Foreign Debts
J A P A N
HUIS TEN: Oriental Land Strong Candidate to Revive Firm
KUMAGAI GUMI: In Merger Talks With Tobishima
NISSHO IWAI: Moody's Reviews Rating for Possible Downgrade
TOKYO ELECTRON: Aims to Slash Workforce by 10%
TOKYO ELECTRON: Posts Second Year Loss; Cuts 8% of Workforce
TORAY INDUSTRIES: Unveils Special Credits, Charges
TSUKUDA CO.: Seeks Court Protection
YAMAICHI SECURITIES: Liquidation Steps Almost Complete
K O R E A
HYUNDAI ASAN: Takes Self-Rescue Measures
JINRO CO.: Goldman Seeks Court Receivership for Liquor Maker
M A L A Y S I A
BESCORP INDUSTRIES: Awaits SC's, Danaharta's Scheme Decision
CHASE PERDANA: Provides Defaulted Payment Status Update
DATAPREP HOLDINGS: Undertakes Voluntary Separation Scheme
FW INDUSTRIES: Still in PCDR Negotiations With FI
GENERAL LUMBER: Proposed Restructuring Scheme Approvals Pending
IDRIS HYDRAULIC: Changes Registered Address
KRAMAT TIN: Search for New Core Business Ongoing
LION CORPORATION: Corporate Restructuring Exercise Effectuated
LONG HUAT: KLSE Grants Six-month Extension to Meet Requirements
LONG HUAT: Submits Proposed Restructuring Scheme to SC
LONG HUAT: Updates Defaulted Credit Facilities Status
MBF CAPITAL: Financial Regularization Status Remains Unchanged
MBF HOLDINGS: Unit Proposes Revised Scheme of Arrangement
NALURI BERHAD: SC's Capital Repayment Exercise Approval Pending
NCK CORPORATION: March Default in Payment Stands RM622,561,723
SRI HARTAMAS: Danaharta Gives Moratorium Period Extension
TAI WAH: Appealing to Creditors to Proceed With RTO Exercise
WAH SEONG: Enters Joint Venture Agreement for RM3,040,000
P H I L I P P I N E S
MANILA ELECTRIC: ERC Grants to Operate Electric Services
NATIONAL BANK: Clarifies Jan-Feb Earnings Report
PILIPINO TELEPHONE: Targets P600M EBITDA This Year
VICTORIAS MILLING: Signs P300M Deal With Tanduay on April 7
S I N G A P O R E
ASTI HOLDINGS: Kelive Unveils FY2002 Results
BOUSTEAD SINGAPORE: Options the Sale of Insurance Division
CENTRAL PROPERTIES: Court Extends Time to Increase Shares
CHEW EU: Changes Name to Hiap Hoe Limited
C.K. TANG: Changes in Audit Committee
T H A I L A N D
JASMINE INT'L: Rehab Plan Consideration Hearing Set on Apr 17
JASMIN INT'L: SET Grants Listed Securities
PICNIC GAS: Acquires LPG as Rehabilitation Plan Compliance
RATTANA REAL: Names Director With Binding Authority
WONGPAITOON GROUP: Updates 5th Warrant Exercise Status
- - - - - - - -
=================
A U S T R A L I A
=================
BLACK RANGE: First Statutory Creditors Meeting Scheduled Today
--------------------------------------------------------------
Anthony McGrath and Joseph Hayes were appointed Administrators
of Black Range Minerals Limited on 31 March 2003.
The Administrators have announced that the first statutory
meeting of creditors has been convened for 7 April 2003. The
meeting will be held at KPMG Centre, 45 Clarence Street, Sydney,
NSW, 2000 at 5:00 pm.
The purpose of the first meeting is to allow creditors to
confirm the appointment of the Administrators and determine
whether a committee of creditors should be appointed.
This meeting will not discuss issues relating to the company's
shareholder interests.
Any creditors or shareholders who wish to discuss any aspect of
the above should refer to www.corporaterecovery.kpmg.com.au or
contact Michael Newbold of the Administrators' office on (02)
9455 9066.
CAPE RANGE: Discloses Top 20 Shareholders
-----------------------------------------
Cape Range Wireless Limited disclosed its top 20 shareholders,
as follows:
DISTRIBUTION OF SHAREHOLDERS AS AT 26/03/2003
FULLY PARTLY LISTED UNLISTED
PAID PAID OPTIONS OPTIONS
SHARES SHARES
EXPIR EXPIR EXPIR EXPIR
ING ING ING ING
5/10/ 31/1/ 25/2/ 30/3/
2004 2005 2005 2005
DISTRIBUTION
1 - 1,000 353 55
1,001 - 5,000 2108 130
5,001 - 10,000 1605 28
10,001 - 100,000 3569 62 24
100,001 and over 789 13 86 1 3 2
TOTAL 8424 288 110 1 3 2
UNLISTED OPTIONS
EXPIR EXPIR EXPIR EXPIR EXPIR EXPIR
ING ING ING ING ING ING
17/4/ 11/5/ 22/5/ 7/12/ 9/1/ 15/2/
2005 2005 2005 2006 2008 2010
1 - 5,000
5,001 - 10,000
10,001 - 100,000
1
100,001 and over 1 3 1 1 2 2
TOTAL 1 3 1 1 2 3
TOP TWENTY SHAREHOLDERS AS AT 26/03/2003
NAME NUMBER %
Web Kingdom Ltd 555,502,100 30.65
Farrant Ltd 414,438,000 22.86
Tom3 Ltd 72,347,118 3.99
KM International 72,347,118 3.99
D & D Nominees Pty Ltd 50,000,000 2.76
National Nominees Limited 42,395,399 2.34
Wise Ronald 30,870,747 1.70
Westpac Custodian Nominee 30,042,961 1.66
Tabor Michael 29,212,438 1.61
Capart Edmond 18,938,713 1.04
Olbricht Berndt 15,446,428 0.85
Denmaas Pty Ltd 8,645,444 0.48
Culhaci Daniel 6,019,200 0.33
ANZ Nominees Limited 5,694,120 0.31
HSBC Custody Nominees 5,533,081 0.31
Weldon Lionel Robert 5,524,020 0.30
Field Robert Leslie 5,000,000 0.28
Bank Safra Luxembourg 4,964,915 0.27
Dayal Ramesh 3,782,360 0.21
Street Margaret 3,530,134 0.19
TOTAL 1,380,234,295 76.13
TOP TWENTY PARTLY PAID SHAREHOLDERS OF THE COMPANY AS AT
26/03/2003
NAME NUMBER %
Mobfi S.A 10,000,000 34.05
Peters Wayne Wesley 7,416,198 25.25
Homewood Investments Limited 3,165,788 10.78
Wilson Brodie John 2,400,000 8.17
Bennett Colin & Burnice 2,000,000 6.81
Sims David Leonard 496,280 1.69
Technologies Quark Manage 300,000 1.02
Barrow Graeme Anderson 300,000 1.02
Dick Glenn Bruce 250,000 0.85
National Nominees Limited 200,000 0.68
Mackenzie Roderick 114,000 0.39
Somerville Mark Andrew 106,800 0.36
Harvey Arnold 104,080 0.35
Mullinder Christine Anne 99,450 0.34
Kubisch Wilfred Arthur 80,000 0.27
Kirk Harry James 78,888 0.27
J & E Alpers Nominees Pty Ltd 72,000 0.25
Daniels John Leonard 69,985 0.24
Charthouse Nominees Pty Ltd 68,000 0.23
Shalom Super Pty Ltd 64,001 0.22
TOTAL 27,385,470 93.24
TOP TWENTY OPTIONHOLDERS AS AT 26/03/2003
NAME NUMBER %
Wessex Holdings Ltd 10,000,000 12.50
Ikin Suzanne 7,250,000 9.06
WHB Australia Pty Ltd 7,000,000 8.75
National Nominees Limited 6,000,000 7.50
Blackmort Nominees Pty Ltd 2,200,000 2.75
Sydland Pty Ltd 2,000,000 2.50
Arlco (Australia) Pty Ltd 2,000,000 2.50
Goffacan Pty Ltd 1,600,000 2.00
Dayal Bharat 1,600,000 2.00
Lakis Ted 1,500,000 1.88
Mincherton Richard Thomas 1,219,000 1.52
Yu Zhixin 1,100,000 1.38
Johnson Eion Malcolm Mill 1,100,000 1.38
Frijlink Hugo & Johanna 1,000,000 1.25
MA O'Brien Medical Pty Ltd 1,000,000 1.25
Zain Holdings Pty Ltd 1,000,000 1.25
Butler Andrew William 1,000,000 1.25
Perpetual Custodians Limited 1,000,000 1.25
Garnsworthy Colin Earl 1,000,000 1.25
Rangeman Pty Ltd 1,000,000 1.25
TOTAL 51,569,000 64.47
According to Wrights Investors, at the end of 2001, the Company
had negative working capital, as current liabilities were A$3.25
million while total current assets were only A$1.16 million. It
has reported losses during the previous 12 months and has not
paid any dividend during the previous 2 fiscal years
GOODMAN FIELDER: Board Directors Step Down From Posts
-----------------------------------------------------
Following Burns Philp's acquisition of more than 90 percent of
Goodman Fielder Limited's shares and moving to compulsorily
acquire the balance of shares, Dr Keith Barton and Sir Ross
Buckland have stepped down from the Goodman Fielder Board on
April 4, 2003.
Mr Tom Park has also been made redundant as CEO and Managing
Director of Goodman Fielder on Friday and will also step down
from the Goodman Fielder Board.
Mr Park's redundancy payment is consistent with norms for other
successful CEO's who have substantially grown share value, and
represents eighteen (18) months ordinary pay plus a six (6)
month notification period. This totals $2.5 million.
GOODMAN FIELDER: Releases Statement on Director's Resignation
-------------------------------------------------------------
Goodman Fielder Chief Executive, Mr Tom Park on Friday stepped
down as CEO and Managing Director of Goodman Fielder following
Burns Philp's acquisition two weeks ago of more than 90 percent
of Goodman Fielder's shares and moving to compulsorily acquire
the balance of shares.
Dr Keith Barton, ex-Chairman of Goodman Fielder said: "Tom Park
is an acknowledged leader of people and a builder of businesses.
Goodman Fielder has been fortunate to have Tom as CEO over this
important turnaround period and shareholders have benefited from
a strong lift in total shareholder returns during the term of
his leadership."
Mr Alan McGregor, Chairman of Burns Philp said: "The Board of
Burns Philp wishes to thank Tom Park for his efforts to ensure
an orderly transition during the past several weeks and
recognized his contribution to improve the focus and turnaround
the performance of Goodman fielder during the past year and a
half."
KALREZ ENERGY: Issues March Oseil Oilfield Production Update
------------------------------------------------------------
Kalrez Energy Limited is a 2.5% shareholder in the Seram Joint
Venture that operates the Oseil oilfield. The major shareholder,
and Operator of the JV, is KUFPEC (Indonesia) Limited with
97.5%.
Production from the Oseil oilfield commenced on December 30th
2002, with processing taking place through a Temporary
Production System (TPS) nominally rated to approximately 12,000
barrels per day throughput.
The TPS facility is a temporary process facility to be utilized
until the permanent facilities currently being installed are
completed. Current expectations are that the permanent
facilities will be available during April 2003.
REPORTING PERIOD From midnight To midnight
28th Feb 2003. 31st Mar 2003
Oil produced for the period 228,074 barrels of oil
Average daily production for
the period 7,357 barrels of oil
Cumulative oil produced from
31/12/2002 711,541 barrels of oil
Oil sold during the period
(lifted 4 the March 2003) 296,557 barrels of oil
Oil in stock at 31st March 2003 214,949 barrels of oil
The above represent total production from the Oseil oilfield as
reported by the Operator. Kalrez entitlement is 2.5% of this
production after deducting operating costs and Indonesian
government
entitlements.
COMMENTS
All three wells Oseil #1, Oseil #2 and Oseil #4 on production.
Wells being regularly monitored and adjusted to control water
production. Current operations are continuing production through
the TPS system.
Wrights Investors' Service reports that at the end of 2002, the
Company had negative working capital, as current liabilities
were A$6.23 million while total current assets were only A$4.64
million. It also reported losses during the previous 12 months
and has not paid any dividend during the previous 4 fiscal
years.
LEX NOMINEES: Former Townsville Businessman Sentenced to Jail
-------------------------------------------------------------
Mr Randall John McFie, formerly of Townsville, has been
sentenced to two years in jail, to be suspended after serving
six months, after pleading guilty to one charge of attempted
fraud.
Mr McFie was charged following an ASIC investigation into his
involvement in granting a $3.3 million loan to Oceancove
Securities Pty Ltd (Oceancove) for the purchase of the
Townsville Transit Centre. Mr McFie was an officer involved in
the management of Oceancove.
Oceancove purchased the Townsville Transit Centre in September
1999 using finance provided by Lex Nominees Pty Ltd, a company,
which acted as nominee for investors who placed funds with the
former Brisbane, based law firm Triscott & Associates.
In March 2001, liquidators were appointed to the mortgage scheme
operated by Lex Nominees.
Mr McFie provided a valuer with financial accounts of the
Townsville Transit Centre, which he had altered to present a
more profitable financial position. A valuation based on these
false figures was presented to the lender, Lex Nominees and was
one of the things the lender relied upon when making a decision
to advance the loan funds.
The matter was prosecuted by the Commonwealth Director of Public
Prosecutions.
MAYNE GROUP: US Sunscreens Business Sale Completed
--------------------------------------------------
Mayne Group Limited advises the Australian Stock Exchange that
further to its announcement on 13 March, Mayne has now completed
the sale of its US sunscreens business, Sea and Ski, to
Pathfinder Management Inc.
Mayne previously announced that the sale would result in a write
down and will have an immaterial impact on significant
items in the current half.
SUNDOWNER GROUP: Proposes Selected Properties Sale
--------------------------------------------------
Further to previous releases made and activities to date, the
Boards of Sundowner Group announced on Friday their decision to
offer five regional motel properties for sale. The motels to be
offered for sale are at Rockhampton, Gladstone, Hay, Raymond
Terrace and Traralgon. Agents are being instructed in respect to
the sales in the next few days.
In speaking about the decision, the Chairman, Mr Peter Copulos,
said: "We have been conscious for some time of the need to
rationalize the smaller properties which are situated in
geographically difficult areas for us to service. Our commitment
is to operate properties with a minimum of 50 rooms, in large
provincial cities on the eastern seaboard and these properties
do not fulfill that criteria."
It is expected that the properties will be sold at prices, which
are in accordance with the existing valuation figures.
WESTERN METALS: Releases Unlisted Options Statement
---------------------------------------------------
Western Metals Limited advised that the following unlisted
options remained outstanding at March 31 2003.
NUMBER EXERCISE EXPIRY CLASS
OF OPTIONS PRICE DATE
2,780,500 62 cents 15 November 2004 Employee
207,298,989 2.169 cents 30 June 2007 Noteholder
5,000,000 5 cents 30 November 2007 Executive Director
5,000,000 7 cents 30 November 2007 Executive Director
5,000,000 9 cents 30 November 2007 Executive Director
December last year, the Troubled Company Reporter - Asia Pacific
reported that the Group's documentation of the revised credit
arrangements with its principal Financiers continues to progress
positively. One material change to the revised credit terms is
that the Company will no longer be obliged to issue Options
equivalent to 10% of the Company's issued share capital to the
participating Noteholders (a facility fee is to be substituted
therefore). This will minimize dilution of the Company's equity
base arising from these revised credit arrangements.
================================
C H I N A & H O N G K O N G
================================
CHINADOTCOM CORPORATION: Unit Completes Newpalm Acquisition
-----------------------------------------------------------
Chinadotcom Corporation, the leading integrated enterprise
solutions company in Asia, announced Thursday the completion of
its acquisition of Newpalm (China) Information Technology Co.,
Ltd. (Newpalm), a leading short message service (SMS) mobile
software platform developer and application service provider in
China, through its mobile applications and portal arm and 81%-
owned subsidiary, hongkong.com Corporation. Cash consideration
of US$14 million has been paid with remaining consideration to
be paid on an earn-out basis over the next two years. It is
expected that the full second quarter financial contribution of
Newpalm will be included within chinadotcom's consolidated
financial results for Q2 2003.
Since the signing of the initial acquisition agreement in March
this year, Newpalm has shown significant progress in terms of
growth of subscriber base. In March 2003, Newpalm has added over
300,000 new paid-up subscribers to an aggregate of over 3
million, representing a 10% increase over the previous month and
a 40% growth rate over the level at the end of December 2002.
Leveraging on the online expertise and resources of chinadotcom,
chinadotcom plans to integrate Newpalm into its portal network
to develop additional services such as news channels and
interactive games. In addition, the acquisition of Newpalm
should further strengthen and broaden chinadotcom's existing
portal community services such as e-Match and Love Skyby
integrating Newpalm's popular X-City service. More integration
between Newpalm and chinadotcom's portal network is expected in
the near future.
"We are pleased to see a healthy trend of continued subscriber
growth at Newpalm. While there is no assurance that the current
growth rates can be maintained or that the identified synergies
will come to the fore, we are nevertheless excited about the
addition of Newpalm into the chinadotcom group," said Daniel
Widdicombe, Chief Financial Officer of chinadotcom
corporation. "The completion of the acquisition in early April
this year should allow us to consolidate the entire Q2 2003
financial result of Newpalm. This is expected to bring more than
US$2.5 million in additional high-margin, earnings-accretive
revenues to the chinadotcom group for the quarter."
Newpalm has direct connections with local network operators in
22 provinces in China, with a strong presence in Shandong,
Zhejiang and Jiangsu Provinces and service coverage throughout
the country. Newpalm has principally developed its own
intellectual property of mobile applications and products
compatible with GSM and CDMA networks based on an open-
architecture technology platform that supports SMS and MMS
(Multi-Media Message Service) and allows rapid capacity
expansion. In addition, Newpalm runs two R&D (Research and
Development) centers, in Beijing and Nanjing, with over 40
professional application developers.
"We anticipate that the planned integration of Newpalm with our
portal network will further strengthen our portal market
position in China and will allow us to develop additional
services and products to our subscribers", said Rudy Chan, Chief
Executive Office of hongkong.com Corporation. "Given the
recent fast growing SMS business in China, we see great
potential in this market place and we believe our track record
in China, coupled with Newpalm's mobile application technology
and established customer base will help us gain traction in this
arena in the long term."
About chinadotcom corporation
chinadotcom corporation -- www.corp.china.com -- is a
leading integrated enterprise solutions company offering
technology, marketing and media services for companies
throughout Greater China and the Asia-Pacific region, the US and
the UK. With operations in 10 markets, the companies under
chinadotcom group have extensive experience in several industry
groups including finance, travel and manufacturing, and in key
business areas, including e-business strategy, packaged software
implementation, precision marketing, and supply chain
management. chinadotcom leverages this expertise with alliances
and partnerships to help drive innovative client solutions.
According to Wrights Investors Service, the company has paid no
dividend during the last 12 months and has not paid any
dividend during the previous 2 fiscal years. It has also
reported losses during the previous 12 months.
KIN DON: Narrows 2002 Operations Loss to HK$12.065M
---------------------------------------------------
Kin Don Holdings Limited posted a summary of its financial
statement with a year-end date of November 30, 2002:
Currency: HKD
Auditors' Report: Modified
(Audited)
(Audited) Last
Current Corresponding
Period Period
from 01/12/2001 from 01/12/2000
to 30/11/2002 to 30/11/2001
Note ('000) ('000)
Turnover : 824 1,681
Profit/(Loss) from Operations : (12,065) (21,057)
Finance cost : (2,131) (12,249)
Share of Profit/(Loss) of
Associates : N/A N/A
Share of Profit/(Loss) of
Jointly Controlled Entities : N/A N/A
Profit/(Loss) after Tax & MI : 19,625 (8,767)
% Change over Last Period : N/A %
EPS/(LPS)-Basic (in dollars) : 0.0033 (0.0044)
-Diluted (in dollars) : 0.002 N/A
Extraordinary (ETD) Gain/(Loss) : N/A N/A
Profit/(Loss) after ETD Items : 19,625 (8,767)
Final Dividend : NIL NIL
per Share
(Specify if with other : N/A N/A
options)
B/C Dates for
Final Dividend : N/A
Payable Date : N/A
B/C Dates for Annual
General Meeting : 16/05/2003 to
19/05/2003bdi.
Other Distribution for : N/A
Current Period
B/C Dates for Other
Distribution : N/A
Remarks:
(1) EARNINGS/(LOSS) PER SHARE
The calculation of basic earnings/(loss) per share for the year
ended 30 November 2002 is based on the net profit from ordinary
activities attributable to shareholders for the year of
HK$19,625,000 (2001: loss of HK$8,767,000) and the weighted
average of 5,950,372,434 (2001: 1,974,226,444) ordinary shares
in issue during the year.
The calculation of diluted earnings per share is based on the
net profit attributable to shareholders for the year of
HK$19,625,000. The weighted average number of ordinary shares
used in the calculation is the 9,950,372,434, being the
5,950,372,434 ordinary shares in issue during the year as used
in the basic earnings per share calculation and on the
assumption that 4,000,000,000 convertible preference shares were
converted into ordinary share at the rate of one ordinary share
for every one convertible preference share.
The diluted earnings/(loss) per share for the year 2001 is not
shown because the Company's outstanding convertible preference
shares were anti-dilutive.
(2) EXTRACT OF AUDITORS' REPORT
In the auditors' opinion, the financial statements give a true
and fair view of the state of affairs of the Company and of the
Group at 30 November 2002 and of the profit and cash flows of
the Group for the year then ended and have been properly
prepared in accordance with the disclosure requirements of the
Hong Kong Companies Ordinance. However, without qualifying
their opinion, the auditors draw attention to the fact that
because their opinion dated 7 January 2002 on the loss and cash
flows of the Group for the year ended 30 November 2001 was
qualified for the scope limitation reasons summarized in the
basis of opinion section therein, any adjustments in respect of
the scope limitations found to be necessary to the opening net
liabilities of the Company and of the Group as at 1 December
2000 would have had a consequential effect on the results
of the Company and of the Group for the year ended 30 November
2001.
Accordingly, the comparative amounts shown in these financial
statements may not be comparable with the amounts for the
current year.
(3) COMPARATIVE AMOUNTS
Certain comparative amounts have been reclassified to conform
with the current year's presentation.
PACIFIC INDUSTRIAL: Winding Up Sought by Nanyang
------------------------------------------------
Nanyang Commercial Bank Limited is seeking the winding up of
Pacific Industrial (Hk) Limited. The petition was filed on
February 26, 2003, and will be heard before the High Court of
Hong Kong on April 9, 2003 at 9:30 in the morning.
Nanyang Commercial holds its registered office at 151 Des Voeux
Road Central, Hong Kong.
STAR EAST: Inks Conditional Agreements With ITC, SMI
----------------------------------------------------
The Board of Star East Holdings Limited wishes to announce that
the Company has on 28 March 2003 entered into the following
conditional agreements with the following parties:
(i) The Placing Agreement with the Placing Agent;
(ii) The ITC Subscription Agreement with ITC Corporation
Limited; and
(iii) The SMI Subscription Agreement with Strategic Media
International Limited.
The Placing Agreement
The Placing Agent has conditionally agreed, on a best effort
basis, to place up to a maximum of 300,000,000 new Shares,
representing approximately 12.24% of the existing issued share
capital of the Company or approximately 10.90% of the issued
share capital of the Company, as enlarged by the issue of
300,000,000 new Shares pursuant to the Placing Agreement or
approximately 6.89% of the issued share capital of the Company
as enlarged by the issue of a total of 1,900,000,000 new Shares
pursuant to the Placing Agreement, the ITC Subscription
Agreement and the SMI Subscription Agreement at a price of
HK$0.04 per Share.
The new Shares will be issued and allotted under the general
mandate to issue Shares granted to the Directors at the annual
general meeting of the Company held on 28 August 2002. The new
Shares, when fully paid and issued, will rank pari passu in all
respects with the other Shares then in issue.
If the conditions of the Placing Agreement are not fulfilled by
30 April 2003 (or such later date as may be agreed between the
Company and the Placing Agent in writing), the obligations and
liabilities of the Company and the Placing Agent under the
Placing Agreement shall be null and void and the Company and the
Placing Agent shall be released from all rights and obligations
pursuant to the Placing Agreement (save for any antecedent
breach).
The gross cash proceeds (net of commission), if the Placing
Agent successfully completes the Placing in full, are estimated
to be approximately HK$11.82 million.
The ITC Subscription Agreement - Connected transaction
ITC has conditionally agreed to subscribe 500,000,000 new Shares
under the ITC Subscription Agreement at a price of HK$0.04 per
Share.
As at the date of the Announcement, ITC and its associates
together own 635,082,479 Shares, representing approximately
25.91% of the existing issued share capital of the Company. As
at the date of the Announcement, ITC and parties acting in
concert with ITC together own 635,564,479 Shares, representing
approximately 25.93% of the existing issued share capital of
the Company.
Such 500,000,000 new Shares represent approximately 20.40% of
the existing issued share capital of the Company or
approximately 11.49% of the issued share capital of the Company
as enlarged by the issue of a total of 1,900,000,000 new Shares
pursuant to the Placing Agreement, the ITC Subscription
Agreement and the SMI Subscription Agreement. The new Shares,
when fully paid and issued, will rank pari passu in all respects
with the other Shares then in issue.
The ITC Subscription Agreement" on or before 30 June 2003
or such later time and/or date as the Company and ITC may agree
in writing. The ITC Subscription Agreement is not inter-
conditional on the completion of the Placing Agreement or the
SMI Subscription Agreement.
Application will be made by the Company and ITC (and parties
acting in concert with it) to the SFC for a confirmation that
ITC (and parties acting in concert with it) is (i) not acting in
concert with SMI (and parties acting in concert with SMI); and
(ii) not obliged to make a general offer under Rule 26.1 of the
Takeovers Code as a result of and/or in connection with the
Placing Agreement, the ITC Subscription Agreement and the SMI
Subscription Agreement. In the event that the Executive has not
granted the confirmation, the ITC Subscription Agreement and the
SMI Subscription Agreement shall lapse accordingly.
Shareholding structure of the Company before and after
completion of the Placing Agreement, the ITC Subscription
Agreement and the SMI Subscription Agreement" ,Strategic Media
International Limited, in the event that (i) only the ITC
Subscription Agreement completes or (ii) only the Placing
Agreement and the ITC Subscription Agreement complete, ITC (and
parties acting in concert with it) shall have a shareholding
interest in aggregate of more than 30% of the issued share
capital of the Company upon completion of the ITC Subscription
Agreement. Accordingly, ITC and the Company agreed that in such
event, ITC shall not proceed to completion of the ITC
Subscription Agreement and the ITC Subscription
Agreement shall lapse accordingly. There is one more scenario
under which SMI (and parties acting in concert with SMI) will
hold more than 30% of the issued share capital of the Company.
The gross cash proceeds from this subscription pursuant to the
ITC Subscription Agreement are estimated to be HK$20 million.
The SMI Subscription Agreement
SMI has conditionally agreed to subscribe 1,100,000,000 new
Shares at a price of HK$0.04 per Share pursuant to the SMI
Subscription Agreement. SMI and Mr. Qin Hui (SMI's ultimate
beneficial owner) are independent third parties not connected
with the directors, chief executive, substantial shareholder of
the Company and its subsidiaries and their respective associates
(as defined in the Listing Rules).
SMI is an investment holding company incorporated in the British
Virgin Islands with limited liability on 28 February 2003. It
has not carried on any business since its incorporation. Mr. Qin
Hui holds 100% of the issued share capital of SMI and is its
sole director. SMI was acquired by Mr. Qin Hui solely for the
purpose of subscribing the 1,100,000,000 new Shares under the
SMI Subscription Agreement. Mr. Qin Hui is a PRC national
residing in the PRC. He is currently the Managing Director and
Legal Representative of Stellar MegaMedia Co., Ltd., a PRC
domestic enterprise engaged in media and entertainment business
investment and management in the PRC.
In addition, SMI and Mr. Qin Hui are not parties acting in
concert with ITC and parties acting in concert with ITC.
Assuming that the Placing Agreement, the ITC Subscription
Agreement and the SMI Subscription Agreement are completed, the
subscription of 1,100,000,000 new Shares represents
approximately 44.87% of the existing issued share capital of the
Company or approximately 25.28% of the issued share capital of
the Company as enlarged by the issue of a total of 1,900,000,000
new Share under the Placing Agreement, ITC Subscription
Agreement and the SMI Subscription Agreement.
The new Shares, when fully paid and issued, will rank pari passu
in all respects with the other Shares then in issue.
The SMI Subscription Agreement" on or before 30 June 2003
or such later time and/or date as the Company and SMI may agree
in writing.
WING LEE: Consolidates Shares
-----------------------------
Market participants are requested to note that the ordinary
shares of HKD0.50 each (Old Shares) in the capital of Wing Lee
Holdings Limited was consolidated into ordinary shares of
HKD0.50 each (after Capital Reduction) (New Shares) on the basis
of 4 into 1 subject to its shareholders' approval at the Special
General Meeting held on 03 April 2003.
Upon the proposals becoming effective, a temporary counter
under stock code 2923 and stock short name "WING LEE HOLD" will
be established for trading in board lots of 500 New Shares each
to replace the present counter (stock code: 876) for trading in
board lots of 2,000 Old Shares each effective from Friday,
04/April/2003.
YING WAH: Winding Up Petition Hearing Set
----------------------------------------
The petition to wind up Ying Wah Piece Goods Limited is set for
hearing before the High Court of Hong Kong on April 9, 2003 at
10:00 in the morning.
The petition was filed with the court on February 26, 2003 by
Leung Wai Kuen of Room 1406, Wu Boon House, Wu King Estate, Tuen
Mun, New Territories, Hong Kong.
=================
I N D O N E S I A
=================
ASIA PULP: Restructuring Shows Progress, Says IBRA
--------------------------------------------------
Indonesia Bank Restructuring Agency and Export Credit Agencies
(ECA) have achieved progress in bid to settle 2 (two) problems,
which have been hampering the restructuring process of Asia Pulp
& Paper (APP) concerning share in trust and APP Trading.
The progress has been achieved after IBRA and 11 representatives
of ECA as well as the senior management of APP conducted
intensive meetings for 2 days (31 March 2003 and 1 April 2003).
The meeting was headed by the Chairman of IBRA, Syafruddin A.
Temenggung.
"Alternatives concerning share in trust and APP Trading have
been developed in details together with APP and ECA. In
formulating the proposal, we are assisted by our legal advisor,
Lubis Ganie Surowidjojo. These alternatives will have to go
under a legal review by ECA. We are optimistic that what we have
proposed will be approved in the coming days," said IBRA Deputy
Chairman for AMC, Mohammad Syahrial.
IBRA expects such a progress renders a positive contribution to
the efforts of APP restructuring settlement.
BANK NEGARA: To Repay US$190M in Foreign Debts
----------------------------------------------
Publicly listed Bank Negara Indonesia (BNI) would repay its
US$190 million in foreign debts, which debts were the remainder
of debts incurred by the bank under the so-called Exchange Offer
II scheme, due in August, Asia Pulse reports, quoting President
Director Saefuddien Hasan.
The bank would repay the debts using proceeds from the issuance
of subordinated loan bonds (sub debts) totaling US$150 million
late last year. "We have prepared funds totaling US$350 million,
part of which originates from the issuance of sub debts last
year."
He added that by the end of 2002 the bank's foreign debts
totaled Rp7.33 trillion, down by 33.8 percent from a year
earlier partly because of the rupiah`s appreciation against the
dollar and settlement of debts under Exchange Offer schemes I
and II.
According to Saefuddien, the government`s recapitalization bonds
put in BNI currently totaled Rp47.55 trillion. The bank plans to
release Rp6 trillion worth of the recap bonds this year. "By
March, we have already sold Rp3.1 trillion of Rp6 trillion worth
of recap bonds to the market."
The bank`s creditors included HSBC, Deutsche Bank, ABN-AMRO, and
Islamic Development Bank (IDB).
=========
J A P A N
=========
HUIS TEN: Oriental Land Strong Candidate to Revive Firm
-------------------------------------------------------
Japan's Disney amusement parks operator Oriental Land Co.
Limited is planning to rehabilitate failed theme park Huis Ten
Bosch, Reuters said on Friday.
The report said Oriental Land would be a strong candidate to
revive the Company, a Japanese theme park that replicated a 17th
century Dutch village, because of its success operating Tokyo
Disneyland and the adjacent Tokyo Disney Sea.
KUMAGAI GUMI: In Merger Talks With Tobishima
--------------------------------------------
Debt-ridden Kumagai Gumi started merger talks with Tobishima
Corporation and planned to ask for 300 billion yen ($2.51
billion) in financial aid from creditors, according to Reuters
on Friday. The Company expects to post a 300 billion yen special
restructuring loss in the year ended March 31, forcing the
Company to revise its full year earnings forecast.
Kumagai is also expecting to post a group net loss of 294
billion yen, against its previous forecast of a group net profit
of three billion yen.
NISSHO IWAI: Moody's Reviews Rating for Possible Downgrade
----------------------------------------------------------
Moody's Investors Service continues the reviews of Nissho Iwai's
ratings (B2 senior unsecured) for possible upgrade and of
Nichimen's ratings (B1 senior unsecured) for possible downgrade.
The rating reviews will examine the impact of the re-
capitalization effort at Nissho Iwai-Nichimen Holdings
Corporation, a newly created holding company.
However, Moody's revised the direction of the review for Nissho
Iwai's JPY50billion (current outstanding: JPY29.437billion)
convertible bond maturing on September 30, 2003, from downward
to upward, as the company has decided not to transfer this debt
to the holding company as previously anticipated. Therefore,
structural subordination issue will not adversely impact the
subject debt.
Nissho Iwai-Nichimen Holdings Corporation was established on
April 1, 2003, to house Nichimen and Nissho Iwai, its two
principal subsidiaries.
TOKYO ELECTRON: Aims to Slash Workforce by 10%
----------------------------------------------
Tokyo Electron Limited will cut 1,000 workers or 10 percent of
its group workforce at its domestic and overseas plants to
weather bleak semiconductor demand, the Japan Times said on
Friday. The Company initially expected the chip-making equipment
market to grow some 10 percent in the current year, but the
outlook is now flat given uncertainties over the invasion of
Iraq, said Tokyo Electron President Tetsuro Higashi.
TOKYO ELECTRON: Posts Second Year Loss; Cuts 8% of Workforce
------------------------------------------------------------
Semiconductor equipment maker Tokyo Electron Limited expects to
post a net loss for the second year and cut its workforce by
eight percent, hit by war in Iraq and a dim economy, Reuters
said Thursday. The Company also sharply lowered its expectations
for the fiscal year that began on Tuesday, abandoning a 10
percent growth target and projecting flat revenues.
Tokyo Electron Limited incurred a net loss of 2.70 billion yen
in the April to December period of last year, versus a loss of
8.10 billion yen a year earlier, due to sluggish demand for
semiconductor manufacturing equipment, the Troubled Company
Reporter-Asia Pacific reported.
TORAY INDUSTRIES: Unveils Special Credits, Charges
--------------------------------------------------
Toray Industries expects to book the following special credits
and charges at the non-consolidated basis for the fiscal year
ending March 31, 2003.
The earnings forecast announced on November 12, 2002 is not
revised through this change.
1. Special credits Amount
Gain on absolution of certain 16.4 billion yen
pension liabilities
Details
The Company was approved to be free from its future payment
obligations for substitution portions of the employees pension
plans hitherto covered by the Company on behalf of the
government.
The permission by the Minister of Health, Labor and Welfare took
effect on January 30, 2003 and the Company recognized that the
said pension liabilities expired as of such date.
Gain on contribution of securities 15.3 billion yen to
retirement benefit trust - 9.5 billion yen out of 15.3 billion
have been included in the first half results.
2. Special charges
Item Amount
Loss on liquidation of subsidiaries, 25 billion yen
write-down of investments to subsidiaries,
and debt waiver to affiliates
Details
5.8 billion yen out of 25.0 billion have been included in the
first half results.
Amount
Loss on write-down of investment securities 5.7 billion yen
Details
0.1 billion yen out of 5.7 billion have been included in the
first half results.
The Company's financial support plans for Chori Co., Ltd.
include 4.0 billion yen of the debt waiver and 1.1 billion yen
of the preferred stocks underwriting. The amount of debt waiver
is included in the above special charges.
For further information, please contact:
Mr. Ichiro Maeda (Ichiro_Maeda@ nts.toray.co.jp)
Ms. Naoko Ebihara (Naoko_Ebihara@ nts.toray.co.jp)
Corporate Communications Section
Mr. Kenjiro Kamiyama (Kenjiro_Kamiyama@nts.toray.co.jp)
Mr. Tatsuma Nagaya (Tatsuma_Nagaya@nts.toray.co.jp)
IR Section
Toray Industries, Inc.
Tel: 81-3-3245-5178
Fax: 81-3-3245-5459
TSUKUDA CO.: Seeks Court Protection
-----------------------------------
Tsukuda Company on Thursday asked the Tokyo District Court to
protect its assets from creditors, according to Teikoku Databank
Ltd and Kyodo News. Tsukuda has total liabilities of 8 billion
yen. Tsukuda is also known for hugely popular products such as
its Dakkochan plastic girl dolls.
YAMAICHI SECURITIES: Liquidation Steps Almost Complete
------------------------------------------------------
The liquidation of brokerage house Yamaichi Securities Co. will
be completed soon, with some 119 billion of about 500 billion
yen in Bank of Japan (BOJ) collateral-free loans remaining
irrecoverable, according to Kyodo News on Friday.
=========
K O R E A
=========
HYUNDAI ASAN: Takes Self-Rescue Measures
----------------------------------------
Saddled with mounting debt, Hyundai Asan initiated self-rescue
measures including cutting costs and a round of corporate
restructuring, the Korea Herald said Friday. Employees have also
been rallied to help support the Company financially by being
allowed to contribute a certain portion of their salaries back
to the Company through salary deductions.
In another cost-saving measure, the Company will cut its
advisory board in half in order to reduce the board's operating
expenses, as well as other operation expenditures and welfare
provisions will be reduced. It will also increase the size of
its marketing division to comprise 40 percent of all its
employees in a bid to attract more business and increase
revenues. The firm plans to increase its marketing staff from 30
to 60.
JINRO CO.: Goldman Seeks Court Receivership for Liquor Maker
------------------------------------------------------------
United States investment bank Goldman Sachs has applied for
court receivership for liquor maker Jinro Co, after the Company
missed debt repayments in March, Reuters said Friday. Jinro,
under a debt-restructuring program since 1998, was granted a
five-year freeze on payments of debt principal, but was supposed
to start repaying the loans this year.
Senna Investments Ltd., an Asian unit of Goldman Sachs, is a
main creditor of Jinro, holding 87 billion won ($69.37 million)
of bonds in Jinro or 10 percent of Jinro's capital. Jinro, which
was delisted from the Korea Stock Exchange in January, holds 1.7
trillion won in debt at present.
===============
M A L A Y S I A
===============
BESCORP INDUSTRIES: Awaits SC's, Danaharta's Scheme Decision
------------------------------------------------------------
Reference is made to paragraph 4.1(b) of the Practice Note
4/2001 of the Kuala Lumpur Stock Exchange (the Exchange) Listing
Requirements whereby the affected listed issuer is required to
announce the status of its plan to regularize its financial
position on a monthly basis until further notice from the
Exchange.
Further to the announcement on 3 March 2003, the Special
Administrators of Bescorp Industries Berhad wish to inform that
the Foreign Investment Committee (FIC) has, via its letter dated
29 January 2003, which was received on 13 March 2003, approved
the Proposed Corporate and Debt Restructuring Scheme (the
Scheme).
The Company wishes to inform that the Scheme is currently
pending approval of the Securities Commission and Pengurusan
Danaharta Nasional Berhad (Danaharta).
CHASE PERDANA: Provides Defaulted Payment Status Update
-------------------------------------------------------
Further to the announcement made on 3 March 2003, Chase Perdana
Berhad wishes to update on the status of its default in the
repayment of both the principal and interest of all credit
facilities granted by Financial Institutions detailed in the
Appendix A attached at
http://bankrupt.com/misc/TCRAP_Chase0407.xls.
An update on the progress of the Company's Proposed Debt
Restructuring Scheme is made separately in another announcement
pursuant to Paragraph 4.1 (b) of Practice Note No. 4/2001 on
even date.
Further to the announcement made on 3 March 2003, the Company
also announced that it is still in the midst of finalizing the
Abridged Prospectus (AP). The Share Recall Circular had been
approved by Kuala Lumpur Stock Exchange on 7 March 2003. The
Company will proceed to announce the Book Closure Date for both
the share capital reduction and consolidation and the Rights
Issue upon the approval from Securities Commission for AP.
DATAPREP HOLDINGS: Undertakes Voluntary Separation Scheme
---------------------------------------------------------
The Board of Directors of Dataprep Holdings Bhd wishes to
announce that Dataprep has extended an invitation to its
executive and non-executive employees to participate in a
Voluntary Separation Scheme (VSS or the Scheme). The Scheme is
open to all employees of Dataprep and its subsidiary companies
except HRM Business Consulting Sdn Bhd. About 405 employees will
be eligible to participate in the Scheme, which would be
effective from 2nd April 2003 to 16th April 2003.
As a result of the current adverse economic conditions both
nationally and regionally, the performance of Dataprep and its
subsidiary companies (Dataprep Group) has been adversely
impacted.
Given the above circumstances, the Dataprep Group has embarked
on a number of cost cutting measures. However, the Dataprep
Group expects that these measures alone will not be sufficient
to address the adverse financial situation. Hence this has
compelled the Dataprep Group to review its operational and
manpower requirements. In line with the review, Dataprep has
embarked on the VSS.
The VSS is open to all confirmed and unconfirmed employees of
the Dataprep Group except for HRM Business Consulting Sdn Bhd
and contractual employees and is strictly on a voluntary basis.
Dataprep has set up a VSS Committee (the Committee) comprising
senior executives of the Dataprep Group to oversee the VSS
exercise. The Committee will review all applications and
subsequently make recommendation to the management of the
Company.
Approval
The Scheme is not subject to the approval of the shareholders of
Dataprep at a general meeting or approval from any authorities.
Financial Effects
Share Capital: There is no change in the issued and fully paid
up share capital of Dataprep as a consequence of the above
Scheme.
Earnings: The consolidated earnings of Dataprep for the
financial year ending 31st March 2004 would be reduced by a one
time charge from the Scheme. The materiality of the financial
impact on earnings will depend on the level of acceptance of the
Scheme. However, the Scheme will result in a more cost effective
structure for the Dataprep Group and hence is expected to
benefit the Group in the medium term.
Net Tangible Assets (NTA): The NTA of Dataprep for financial
year ending 31st March 2004 would be reduced by a one time
charge from the Scheme.
Directors' and Substantial Shareholders' Interest
None of the Directors or the major shareholders or any person
connected to the Directors or the major shareholders of Dataprep
has any interest, direct or indirect in the above Scheme.
Statement of the Directors
The Board of Directors of Dataprep having taken into
consideration all aspects of the Scheme, is of the opinion that
the above Scheme is in the best and future interest of Dataprep
Group.
FW INDUSTRIES: Still in PCDR Negotiations With FI
--------------------------------------------------
The Board of FW Industries Bhd wishes to inform the Exchange
that the Company is still discussing with two major Financial
Institution lenders (FI) on queries raised on the Proposed
Corporate and Debts Restructuring Scheme (PCDR) and at the same
time revising the PCDR to incorporate relevant points raised by
the FI.
To allow more time for negotiations with the FI and revision of
PCDR, the Company had via its Adviser, Southern Investment Bank
Berhad applied to the Exchange for further extension of time to
make the Requisite Announcement until 3 June 2003. The approval
is still pending and announcement will be made on its outcome
upon receipt of the same.
GENERAL LUMBER: Proposed Restructuring Scheme Approvals Pending
---------------------------------------------------------------
Further to the announcements on the Proposed Restructuring
Scheme dated 14 January 2003 and 17 March 2003, PM Securities
Sdn Bhd (PM Securities), on behalf of the Board of Directors of
General Lumber Fabricators & Builders Bhd wishes to announce
that GLFB has received a letter from the MITI dated 31 March
2003, canceling one of the conditions imposed by the MITI in its
approval letter dated 10 January 2003, namely for MIB to apply
for a manufacturing license from MIDA upon approval of the
Proposed Restructuring Scheme of GLFB.
The Proposed Restructuring Scheme of GLFB is presently pending,
amongst others, the approvals of the scheme creditors of GLFB at
the forthcoming court convened meetings to be held on 10 April
2003. The relevant explanatory statement cum circular to
shareholders of GLFB to seek the approval of the shareholders of
GLFB for the Proposed Restructuring Scheme of GLFB shall be
dispatched in due course.
IDRIS HYDRAULIC: Changes Registered Address
-------------------------------------------
Idris Hydraulic (Malaysia) Berhad posted this notice:
Change description : Registered
Old address : 4th Floor, No. 2, Jalan Dewan Sultan
Sulaiman 1, Off Jalan Tuanku Abdul Rahman,
50728 Kuala Lumpur
New address : Level 20, Menara MRCB, No. 2,
Jalan Majlis 14/10, Seksyen 14, 40000
Shah Alam, Selangor Darul Ehsan
Telephone no : 03 55103222
Facsimile no : 03 55102333
E-mail address : quah@ihmb.com.my
Effective date : 01/04/2003
COMPANY PROFILE
The Company (IHMB) was formed as the vehicle to take over the
business of Idris Hydraulic Tin plc (Idris plc), a mining
company. IHMB carried out mining operations until 1986. Over the
years the Company has expanded into property development,
insurance services, manufacturing and timber-based activities.
IHMB has proposed a series of corporate exercises, which would
ultimately see its listing status being transferred to a new
company that would focus on investment in the insurance
industry. Insurance subsidiary, Talasco Insurance Bhd (TIB), is
among the few insurance companies in Malaysia with a paid-up
capital of RM100m or more.
On 13 July 2000, 17 August 2000 and 11 January 2001, a
restructuring exercise was proposed which amongst others,
addresses IHMB's various financial obligations to creditors and
reconstitutes IHMB's assets in a new entity (Newco).
The restructuring, undertaken under the auspices of the
Corporate Debt Restructuring Committee, BNM, includes a shares
subscription with Dato' Che Mohd Anuar bin Che Mohd Senawi and
Idaman Unggul Sdn Bhd (Newco), capital reconstruction, capital
reduction and reserve reduction, share exchange, rights issue of
shares, scheme of arrangement, issue of yield shares, rights
issue of ICULS, transfer of TIB to Newco, and proposed listing
transfer from IHBB to Newco.
IHMB has applied to KLSE for an extension of time until end-
October 2001 to obtain all necessary approvals for
implementation of its restructuring which has undergone various
revisions.
In response to the current insurance industry consolidation
programmed, the Company signed a SPA in May 2001 with Asian Pac
Holdings Bhd to acquire 100% in Tenaga Insurance Bhd. Also, in
the same month, IHMB entered into a MOU to acquire 51.13% in
Malaysia & Nippon Insurans Bhd
CONTACT INFORMATION: 4th Floor, No. 2, Jalan Dewan
Sultan Sulaiman 1
Off Jalan Tuanku Abdul Rahman
50728 Kuala Lumpur
Tel : 03-26917988
Fax : 03-26917966
KRAMAT TIN: Search for New Core Business Ongoing
------------------------------------------------
Pursuant to the announcement dated 3 March 2003, the Board of
Directors of Kramat Tin Dredging Berhad wishes to inform that
the Company is currently continuing its efforts in identifying a
suitable new core business, the implementation of which will
enable KTD to ensure a level of operations that is adequate to
warrant continued trading and/or listing on the Official List.
The Board of Directors of KTD also wishes to announce that the
Company has submitted an application to the Exchange for an
extension of time of one (1) month from 3 April 2003 to 5 May
2003 to make the Requisite Announcement and is presently
awaiting the Exchange's response on its application.
LION CORPORATION: Corporate Restructuring Exercise Effectuated
--------------------------------------------------------------
In accordance with Paragraph 4.1(b) of PN4 and Paragraph 8.14 of
the Listing Requirements of the KLSE, the Directors of Lion
Corporation Berhad (LCB) announce that as at the date hereof,
the conditions precedent as set out in Section 11 of the
Circular to Shareholers issued by LCB dated 9 January 2003
(Subject Circular) pursuant to the group wide restructuring
scheme announced on 5 July 2000, 8 October 2001 and 26 March
2002 have been satisfied and the following have been effected:
1) the Corporate Restructuring Exercise (including the
Capital Reconstruction for LCB but excluding the proposed
renounceable restricted offer for sale of up to 67.61 million
shares in Amsteel Corporation Berhad (ACB) by LCB to eligible
shareholders of ACB which will be implemented later); and
2) the issuance of the RM denominated Bonds, USD denominated
consolidated and rescheduled debts and new ordinary shares by
LCB to the LCB Scheme Creditors.
The Company will apply to the KLSE for the uplifting of the PN4
classification on the Company, upon the release of the Company's
quarterly results for the third quarter ended 31 March 2003.
Refer to the Troubled Company Reporter - Asia Pacific Monday,
February 10, 2003, Vol. 6, No. 28 issue for further details of
the Proposed LCB Scheme.
LONG HUAT: KLSE Grants Six-month Extension to Meet Requirements
---------------------------------------------------------------
Long Huat Group Berhad announced that presently, the Board of
Directors of LHuat comprises one (1) Independent Non-Executive
director and two (2) Non-Independent Non-Executive directors.
As such, LHuat does not comply with paragraph 15.02,
15.10(1)(a)&(b) and 15.19 of the LR. The non-compliance was due
to the difficulty faced by LHuat in finding a suitable candidate
to act as Independent Director as currently, the company is in
the restructuring process and currently under Practice Note 4 of
the LR, and also facing the risks of being delisted from the
Exchange.
On 28 February 2003, the Company had entered into a Master
Restructuring Agreement with the relevant parties (White Knight)
for the purpose to restructure the Company. The applications to
the relevant authorities (Securities Commission, Foreign
Investment Committee, etc) with regards to the restructuring
proposal will be made by 7 April 2003 and the relevant approvals
will be obtained by end of September 2003.
It is envisaged only at that juncture, LHuat will only be able
to regularize the composition of Board of Directors as per the
LR, as by then it would be easier to identify suitable
candidates to act as the directors of LHuat.
Following to LHuat's application on 11 March 2003 for an
extension of the deadline to comply with the abovementioned
requirements, the Exchange has on 31 March 2003 granted an
extension of time of six (6) months until 30 September 2003.
LONG HUAT: Submits Proposed Restructuring Scheme to SC
------------------------------------------------------
On behalf of the Board of Directors of Long Huat Group Berhad,
Southern Investment Bank Berhad wishes to announce that the
applications to the Securities Commission and other relevant
authorities in relation to the Proposed Restructuring Scheme
were submitted on 2 April 2003.
The Proposed Restructuring Scheme collectively refers to:
- Proposed Capital Reconstruction;
- Proposed Scheme of Arrangement;
- Proposed Debt Settlement;
- Proposed Acquisition;
- Proposed Exemption;
- Proposed Disposal;
- Proposed Placement and/or Offer for Sale; and
- Proposed Listing Status Transfer.
LONG HUAT: Updates Defaulted Credit Facilities Status
-----------------------------------------------------
Long Huat Group Berhad informed that there is no material
development pertaining to the default in respect of the credit
facilities granted to the Company and its subsidiaries:
1) Winding up petition served on LHuat by Export-Import Bank
Malaysia Berhad (Exim Bank), which had been announced on 18
March 2003;
2) The hearing for the winding up petition served on LHuat by
HSBC Bank (Malaysia) Berhad, had been adjourned to 5 May 2003 as
announced on 18 March 2003;
3) The hearing for the winding up petition served on LHuat and
its wholly-owned subsidiary, Long Huat Marketing (M) Sdn Bhd by
Public Bank Berhad, had been adjourned to 25 June 2003; and
4) LHuat had been informed by the Company Secretary of Long Huat
Manufacturing Sdn Bhd (LHuat Manufacturing) (a wholly-owned
subsidiary of LHuat) that LHuat Manufacturing is currently under
winding up process. However, LHuat/ LHuat Manufacturing have yet
to receive any formal notice from the official Receiver, and
currently in the process of obtaining the details of the winding
up process from the official Receiver of Malaysia (Federal
Territory).
MBF CAPITAL: Financial Regularization Status Remains Unchanged
--------------------------------------------------------------
Pursuant to PN4/2001 in relation to the status of an affected
listed issuer of its plan to regularize its financial condition,
Alliance Merchant Bank Berhad, on behalf of MBf Capital Berhad,
is pleased to announce that the Company is currently in the
process of seeking the approval of its shareholders for the
proposals.
Save for the above, there is no further development on the
status of MBf Capital's plan to regularize its financial
condition pursuant to PN4/2001 issued by the Kuala Lumpur Stock
Exchange, subsequent to the Company's announcement dated 3 March
2003.
MBF HOLDINGS: Unit Proposes Revised Scheme of Arrangement
---------------------------------------------------------
MBf Holdings Berhad (MBfH) informed that MBf Hotels (M) Sdn Bhd
(MBf Hotels) has applied to the High Court of Malaya at Kuala
Lumpur for a Court Order pursuant to Section 176 of the
Companies Act, 1965 to present a Proposed Revised Scheme of
Arrangement (SOA) to compromise debts due to its Guaranteed
Returns (GR) creditors under Paradise Malacca Village Resort
(PMVR).
MBfH had also informed the Exchange that the earlier proposed
SOA involving the creditors of PMVR and Sandy Bay Paradise
Resort (SBPR) were not carried through at the Court convened
meetings of creditors held on 27 May 2002. The PMVR committee
subsequently appealed to MBf Hotels to file a proposed revised
SOA to compromise the GR debts due to PMVR unitowners and to
separate the SOA from SBPR
Information of MBf Hotels
MBf Hotels has an authorized capital and paid-up capital of
RM500,000 and RM150,000 respectively. It is a wholly-owned
subsidiary of Paradise Hotel & Resort International Limited,
which in turn is wholly-owned by MBf Equities Sdn Bhd (MBfE).
MBfE is a wholly-owned subsidiary of MBfH.
In 1992, MBf Property Services Sdn Bhd (MBfPS), a then wholly-
owned subsidiary of MBfH and registered owner of the master
title for Paradise Malacca Village Resort (PMVR) had entered
into Sale and Purchase Agreements of a Lease for Hotel Apartment
Suites (SPA of Lease) in PMVR with purchasers. Subsequently MBf
Hotels entered into sublease agreement with the unit owners of
PMVR in return for an annual 8% guaranteed return over a period
of 3 years with an automatic renewal option for another 3 years,
which expired in years 2000 and 2001.
MBf Hotels had suffered losses in the running of the hotel
suites and was unable to pay the guaranteed rental. As a result
of financial deterioration over time and potential legal suites
which may result in substantially lower returns to all creditors
of MBf Hotels, a revised SOA is proposed to address the
abovementioned situation.
Salient Points of the Proposed Revised SOA
As at 31 December 2000, MBf Hotels had a total RM18.73 million
for the debts in PMVR.
The proposed revised SOA primarily involves the following:
* Waiver of all interest charges on guaranteed returns (GR)
owing to scheme creditors pursuant to SPA of Lease;
* MBf Hotels shall set up a new company (referred to as
'Newco PMVR'), which will issue shares equivalent to the
estimated net book value of the assets as at 31 December 2000 to
be transferred from MBf Hotels and MBfPS amounting to
RM3,842,948;
* Scheme creditors shall receive approximately 85.81%
shareholding in Newco PMVR based on the proportion of the GR
owing to and purchase price paid by them over the total GR and
total purchase price paid by all unit owners of PMVR. The
remaining 14.19% of the shares in Newco PMVR shall be issued to
the Non GR unitowners of PMVR in order to protect their
respective rights and interest as unitowners.
MBfPS and MBf Hotels shall transfer to Newco PMVR the underlying
title of PMVR subject to the approval of relevant state
authority, Common Areas of PMVR and all related fixed and other
assets (essential to the hotel operations) respectively on an
`as is where is' basis
Rationale for the Proposed revised SOA
The proposed revised SOA will allow MBf Hotels to compromise its
debts with the scheme creditors, thereby providing returns
greater than under a liquidation scenario.
The proposed revised SOA specifies the method to distribute and
transfer MBf Hotels' assets to scheme creditors in an orderly
manner to enhance value to unit owners.
Financial Effects
The proposed revised SOA will result in an estimated savings of
RM15.35 million to MBf Hotels.
Approvals Required
The proposed revised SOA is not subject to any regulatory
authorities.
Documents for Inspection
The details of the proposed revised SOA may be inspected at the
office of the adviser namely Ernst & Young at Level 23 Menara
Milenium, Jalan Damanlela, Pusat Bandar Damansara, 50490 Kuala
Lumpur, on any working day except Saturday between 9 am to 5 pm
within 2 weeks from the date hereof.
NALURI BERHAD: SC's Capital Repayment Exercise Approval Pending
---------------------------------------------------------------
On 29 August 2002, Alliance Merchant Bank Berhad, on behalf of
the Board of Directors of Naluri Berhad (Special Administrators
Appointed) announced that the Board had decided to proceed with
a capital repayment proposal as follows:
(i) Proposed bonus issue of 690,516,320 new ordinary shares
of RM1.00 each in Naluri (Naluri Share) on the basis of one (1)
new Naluri Share for each existing Naluri Share (Proposed Bonus
Issue);
(ii) Proposed capital repayment to shareholders of
RM690,516,320 on the basis of RM0.50 for each Naluri Share held
after the Proposed Bonus Issue.
On 23 December 2002, Pengurusan Danaharta Nasional Berhad
(Danaharta) appointed Special Administrators (SA) over Naluri.
Presently, the SA are in the process of evaluating the
abovementioned capital repayment proposal for the benefit of all
stakeholders of the Company. An announcement will be made once a
decision has been made by the SA.
The SA wish to confirm that the Company has not received any
approval from the Securities Commission for a capital repayment
exercise of RM1.10 per share. The SA also wish to state that on
27 September 2002, the SC had requested for certain information
/ documents to be submitted in relation to Naluri's proposed
acquisition of 90% equity interest in Tegas Consolidated Sdn Bhd
(Proposed Acquisition), as announced on 5 September 2002. The SA
has sought the permission of the SC to submit the said
information / documents by 31 May 2003 pending the SA's
evaluation of the Proposed Acquisition and update of the
information / documents by the various advisors.
The SA further wish to clarify that Danaharta is merely a
chargee over a 44.84% block of equity interest in Naluri and is
thus not in a position to participate directly or indirectly in
the formulation of corporate proposals to be undertaken by the
Company. Any capital repayment exercise by Naluri can only be
announced and implemented by the Company.
In regards to the 44.84% block of Naluri Shares held by
Danaharta, the SA wish to state that it is the prerogative of
Danaharta to call for a tender of the said block of Naluri
Shares charged to it.
NCK CORPORATION: March Default in Payment Stands RM622,561,723
--------------------------------------------------------------
In compliance with Practice Note 1/2001, NCK Corporation Berhad
(Special Administrators Appointed) announced the following with
regards to the status of credit facilities on which the NCK
Group has defaulted in payment since the Company's previous
announcement dated 3 March 2003.
Total borrowings on which the NCK Group has defaulted in payment
stood at RM622,561,723 as at 31 March 2003 compared to
RM616,451,230 as at 31 January 2003, an increase of RM6,110,493
attributed to the following:
RM
Borrowings as at 31 January 2003 616,451,230
Interest accrued for February 2003 4,339,808
Interest accrued for March 2003 4,383,160
625,174,198
Less : Settlement of secured term loan (2,612,475)
Borrowings as at 31 March 2003 622,561,723
The above mentioned settlement of secured term loan was made to
Aseambankers Malaysia Berhad on 14 March 2003 for full
redemption of freehold development land known as GM 817, Lot No.
1423 Mukim and Disrict of Kuala Lumpur, sold to Mampu Jaya Sdn
Bhd via Sale & Purchase Agreement dated 16 August 2002.
SRI HARTAMAS: Danaharta Gives Moratorium Period Extension
---------------------------------------------------------
As announced on 20 March 2003 by Commerce International Merchant
Bankers Berhad (CIMB), the Special Administrators of Sri
Hartamas Berhad (Special Administrators Appointed) had entered
into a Second Supplemental Reconstruction Agreement with FACB
Resorts Berhad (FACB) and Hartamas Group Sdn Bhd (HGB) on 20
March 2003. The Second Supplemental Reconstruction Agreement,
which supplement the Reconstruction Agreement dated 23 May 2001
and the Supplemental Reconstruction Agreement dated, 25
September 2001 serves to vary the manner of implementing the
Proposed Restricted Renounceable Rights Issue by HGB which form
part of the Proposed Scheme of Arrangement of SHB. The Second
Supplemental Reconstruction Agreement does not revise the
existing terms of the Proposed Scheme of Arrangement that was
approved by the Securities Commission (SC) via its letter dated
9 July 2002.
The agreements relating to the Put Option, the Call Option, the
charge over the Collateral Security and the Corporate Guarantee
have been entered into by SHB, via the Special Administrators,
and FACB on the same date as the Second Supplemental
Reconstruction Agreement. The Second Supplemental Reconstruction
Agreement is subject to the approval of the SC for the variation
to the terms of the Proposed Scheme of Arrangement (if required)
and the approval of the modified workout proposal of SHB by
Pengurusan Danaharta Nasional Berhad and the secured creditors
of SHB.
The Special Administrators are presently fulfilling the
conditions of the Proposed Scheme of Arrangement before
implementing the proposals.
The Company, pertaining to its plan to regularize its financial
position, also announced that it has only received an approval
from the Foreign Investment Committee on 30 December 2002. The
remaining relevant authority is currently in the midst of
reviewing the Proposed Restructuring Scheme. An application has
been made to the Kuala Lumpur Stock Exchange by the Company for
an extension of time of two(2) months, i.e. until 19 May 2003 to
obtain the necessary approvals for the implementation of the
Proposed Restructuring Scheme.
Further to the above, the Pengurusan Danaharta Nasional Berhad
(Danaharta) had, via its letter dated 28 March 2003, extended
the moratorium period pursuant to Section 41(3) of the
Pengurusan Danaharta Nasional Berhad Act 1998 (Danaharta Act)
for a further period of twelve(12) months from 1 April 2003 to
31 March 2004. During the aforementioned period, no creditor may
take action against the Company except in accordance with
Section 41 of the Danaharta Act.
TAI WAH: Appealing to Creditors to Proceed With RTO Exercise
------------------------------------------------------------
In compliance with KLSE PN 4, Tai Wah Garments Manufacturing
Berhad wishes to update the status of its proposed restructuring
exercise to regularize its financial condition for the month
ended March 2003.
On 7 March 2003, Ramatex Textiles Industrial Sdn Bhd (RTI) has
pursuant to their rights under the Share Charge Agreement dated
8 October 2001 foreclosed the entire equity interest of Tai Wah
Garments Industry Sdn Bhd (TWGI) pledged to RTI. Both TWGB &
TWGI were not able to settle RM30,084,288.26 pursuant to the
fabric supply arrangement, demanded by RTI on 27 February 2002.
As a result thereof, TWGI ceased to be a subsidiary of TWGB with
effect from 7 March 2003 and accordingly TWGB without any core
business is an affected listed issuer under Practice Note
10/2001.
The decision by Ramatex Berhad to terminate the Sale of Shares
Agreement and foreclose the shares of TWGI would invariably
affect the cash settlement to the scheme creditors as the
settlement to the scheme creditors under the Proposed
Restructuring Scheme comprises of part cash from the Proposed
Disposals to Ramatex Berhad and part shares from the Reverse
Take Over Exercise (RTO) with Versatile Paper Boxes Groups of
Companies.
The Company is appealing to its scheme creditors to proceed with
the RTO Exercise with Versatile to enable TWGB to complete its
Proposed Restructuring Exercise.
WAH SEONG: Enters Joint Venture Agreement for RM3,040,000
---------------------------------------------------------
The Board of Directors of Wah Seong Corporation Berhad
Informed that it had on 1 April 2003 formalized its Memorandum
of Understanding by entering into a Joint Venture Agreement
(JVA) with Mr Dong Shi Qian [Don] (American Passport No.
132875016) and nominated its wholly owned sub-subsidiary, WAH
SEONG INTERNATIONAL PTE LIMITED (WSIPL)to inter alia, establish
and invest for a 80% equity stake in a Joint Venture company
known as WAH SEONG CHINA LIMITED in Hong Kong [WSCL] for
USD$800,000.00 (equivalent to RM3,040,000.00 based on the
exchange rate of RM3.80 to USD$1.00).
INFORMATION ON WSIPL, WSCL AND MR DONG SHI QIAN
WSIPL was established on 9 November 1993 as a private company
limited by shares in Hong Kong and has its registered office at
No. 1506-07, 15th Floor, 9 Queen's Road, Central, Hong Kong. It
is principally an investment holding company and intends to
provide of all kinds of services ancillary to the oil and gas
infrastructure services industry. WSIPL is a wholly owned by Wah
Seong Industrial Holdings Sdn Bhd (WSIH), which is in turn a
wholly owned subsidiary of Wah Seong Corporation Berhad.
WSCL was established on 17 January 2003 as a private company
limited by shares in Hong Kong and has its registered office at
11th Floor, Dah Sing Life Building, 99 Des Voeux Road Central,
Hong Kong. It is principally an investment holding company and
involved in the provision of all kinds of services ancillary to
the oil and gas infrastructure services industry throughout
America, China, Asia Pacific and other countries. WSCL will be
jointly owned by WSIPL and Don on an 80:20 basis.
Don is a private entrepreneur who owns several businesses in
China and the United States of America namely, Ashburn
International Inc. (with offices in Houston [Texas, USA],
Valencia [California] and a representative office in Shenzhen
[China]) (hereinafter collectively referred to as "Ashburn").
Don and through Ashburn, have wide networking contacts and are
primarily engaged in providing services ancillary to the oil and
gas infrastructure services throughout China and America.
SALIENT DETAILS OF THE JVA
Some of the salient details of the JVA are as follows:
a. Both WSC (through WSIPL as its nominee) and Don will jointly
subscribe, invest and participate in the profits/losses in WSCL
on a 80:20 basis although, there is an option given to the
management of WSCL to further subscribe for another 10% equity
stake in WSCL, which option shall be valid for a period of 3
years upon date of formalizing this JVA.
b. With this joint investment, the authorized and issued share
capital of WSCL would be increased accordingly to reflect the
parties' intention herein
c. The Directors of WSCL will be represented by Mr Chan Cheu
Leong (Chairman/Director), Mr Giancarlo Maccagno (Director), Mr
Ooi Chai An @ Ooi Chai Aun (Director) and Don as Managing
Director/President of WSCL.
d. Don shall transfer the equity stake of Ashburn International
Inc. (including intellectual property, clients and projects) to
WSCL for the total consideration of USD$500,000.00 (which sum
may be adjusted pursuant to a due diligence exercise to be
carried out by WSC/WSIPL).
e. WSCL shall pay the said above consideration over a period of
time subject to a profit after tax guarantee of USD80,000.00 to
be given by Don for the year ending 31 December 2003.
f. The MOU dated 8 January 2003 is hereby superseded by this
JVA.
BASIS OF CONSIDERATION
The initial cost of investment for WSIPL in WSCL is expected to
be USD$800,000.00.
The said investment consideration will be financed from the
parties' own internally generated funds and/or bank borrowings.
RATIONALE FOR THE INVESTMENT
The investment in WSCL will be synergistic to the existing
business(s) of WSIPL and WSC. It is the understanding of WSIPL,
WSC, Don and Ashburn International Inc. that WSCL will be the
vehicle for all existing and future ventures in the American and
Chinese market which does have tremendous growth potential
associated with the oil and gas infrastructure services'
industry. Hence, it is expected to positively contribute to the
earnings of the WSC group in the long term.
FINANCIAL EFFECTS OF THE INVESTMENT
6.1 Share Capital
The investment will not have any effect on the share capital of
WSC although the direct interest of WSIPL in WSCL will be
increased from 0% to 80.0%.
6.2 Earnings
The investment is not expected to have any material effect on
the consolidated earnings of WSC and its group of companies for
the financial year ending 31 December 2003. However, the revenue
from WSCL is expected to contribute positively to its future
earnings.
6.3 Substantial Shareholding
The investment will cause WSC's effective interest in WSCL to
increase from 0% to 80%.
6.4 Net Tangible Assets (NTA)
The proposed investment will not have any material effect on the
consolidated NTA value of WSC and its group of companies for the
year ending 31 December 2003.
DIRECTORS' AND SUBSTANTIAL SHAREHOLDERS' INTEREST
None of the directors, major shareholders, persons connected to
Directors or persons connected to the major shareholders of WSC
has any interest, direct or indirect, in the investment.
DIRECTORS' STATEMENT
Having considered all aspects of the investment, the Board of
Directors is of the opinion that the investment is in the best
interest of the Company.
CONDITION OF INVESTMENT
This investment is not subject to the approvals of any other
governmental authority and the shareholders of WSC.
DOCUMENTS FOR INSPECTION
Details of the JVA are available for inspection at WSC's
principal place of business at No. 59-2, The Boulevard, Mid
Valley City, Lingkaran Syed Putra, 59200 Kuala Lumpur for one
(1) week from date of this Announcement during normal business
hours from Mondays to Fridays.
=====================
P H I L I P P I N E S
=====================
MANILA ELECTRIC: ERC Grants to Operate Electric Services
--------------------------------------------------------
The Energy Regulatory Commission, in its Orders issued in Energy
Regulatory Commission ERC Cases No. 2003-129 to 139 on March 24,
2003, granted Manila Electric Company (Meralco) the provisional
authority to operate electric services in the cities of Manila,
San Juan, Las Pinas, Quezon, Malabon, Makati, Caloocan, Pasay,
Mandaluyong and Paranaque, and the Municipality of Navotas.
Meralco's Certificate of Public Convenience and Necessity (CPCN)
covering the cities and municipality expired on March 24, 2003.
Meralco filed its Applications for the issuance of new CPCNs in
these areas on March 21, 2003.
The press release can be accessed at
http://www.pse.org.ph/html/disclosure/pdf/dc2003_1010_MER.pdf
Standard and Poor's Ratings Services had lowered its foreign
currency corporate credit rating on Manila Electric Co.
(Meralco) to 'B-' from 'B+'. The rating was also removed from
CreditWatch where it was placed with negative implications in
November 2002. The outlook on the rating is negative. The rating
action primarily reflects growing liquidity pressures on Meralco
and a very difficult business environment. Meralco has about
PhP9 billion in short-term debt maturing over the next 12 months
and PhP5 billion of long-term debt due before the end of 2003.
NATIONAL BANK: Clarifies Jan-Feb Earnings Report
------------------------------------------------
This is in reference to the news article entitled "PNB February
net income seen at PHP45M" published in the April 3, 2003 issue
of the BusinessWorld (Internet Edition). The article reported
that the State-run Philippine National Bank (PNB) is reported to
have earned close to Php45 million (US$845,181 at Php53.243=$1)
for the first two months of the year, a reversal of the losses
it incurred during the same period a year ago, PNB documents
obtained by BusinessWorld show. Net profits for February stood
at Php12 million, while January net earnings - less provisions
and taxes - were higher at Php32.7 million.
Philippine National Bank, in its letter to the Philippine Stock
Exchange dated April 3, 2003, stated that:
"PNB confirm that the Company has posted a net income of P45
million (less provisions and taxes) for the first two months of
2003, January at 32.7 million pesos and for February, P12
million excluding the effects of VAT.
The bank incurred a net loss of 1.9 billion pesos in 2002. PNB
also plans to cut its non-performing loans to 29 billion pesos
from 44-45 billion pesos currently, the Troubled Company
Reporter-Asia Pacific reported recently.
PILIPINO TELEPHONE: Targets P600M EBITDA This Year
--------------------------------------------------
Pilipino Telephone Corporation (Piltel) Chairman Napoleon
Nazareno said the Company is aiming to post an EBITDA of at
least 600 million pesos this year, enough to pay interest
payments on some 40 billion pesos worth of restructured debts,
AFX Asia reports. Piltel, which posted a net loss of 21.828
billion pesos in 2002, may work its way to a decent cash
position, Nazareno said, especially with the strong showing of
its Talk 'N Text GSM mobile phone brand.
Philippine Long Distance Telephone Co. booked provisions of 4.1
billion pesos in 2002 for its investments in Piltel, which
dragged its net profit to 3.1 billion pesos compared with a
restated 2.826 billion in 2001. As a result, Piltel is now
deconsolidated from PLDT.
The Troubled Company Reporter-Asia Pacific reported Pilipino
Telephone Corporation (Piltel) recorded an operating loss of 2.2
billion pesos in the first nine months of 2002, a decrease of 36
percent from the operating loss of 3,486.6 million pesos for the
same period a year ago, citing a Company statement to the
Philippine Stock Exchange.
DebtTraders reports that Pilipino Telephone Corp's 3.030%
floating rate note due in 2016 (PLTL16PHS1) trades between 35
and 38. For real-time bond pricing, go to
http://www.debttraders.com/price.cfm?dt_sec_ticker=PLTL16PHS1
VICTORIAS MILLING: Signs P300M Deal With Tanduay on April 7
-----------------------------------------------------------
Victorias Milling Corporation will sign a loan agreement with
Tanduay Holdings Inc. of Businessman Lucio Tan on Monday, AFX
Asia reports. The latter will inject PhP300 million pesos
capital into the sugar-milling firm.
Tanduay's bid for Victorias, a five-year loan that carries an
interest of 1.5 percent per annum and is convertible into equity
on the third year, beat offers from JG Summit Holdings Inc-
Argosy Advisers group and East West Bank of businessman Andrew
Gotianun. Victorias Chairman Omar Mier said 30 million pesos of
the Tanduay loan would be paid this month and the balance of 270
million on Oct 10. Tanduay may convert the loan into equity and
get a stake of up to 16 pct and a board seat in Victorias.
The cash infusion is required under a rehabilitation program
approved by the Securities and Exchange Commission for
Victorias.
=================
S I N G A P O R E
=================
ASTI HOLDINGS: Kelive Unveils FY2002 Results
--------------------------------------------
ASTI Holdings fell deeper into the red in 2002, Kelive reports.
Net loss widened to $41.8m, 232% higher than 2001. The slower
than expected recovery within the semiconductor industry
intensified an already precarious situation. Demand for
services and equipment remained weak as customers held back on
capital expenditure. Gross margins declined to 30% in 2002 from
32% previously due to further pricing pressures. The Equipment
division recorded an operating loss of $23.5m, while the
Services division registered a loss of $7.6m.
Operating losses of $42.1m included exceptional provision of
$18.6m. The charges include a non-recurring operating loss of
$26.3m pertaining to the disposal of Semiconductor Technologies
& Instruments, Inc. and a $5.6m charge relating to the closure
of its tape and reel operation in California and an equipment
facility in Malaysia.
ASTI is in the process of restructuring its operations and
implementing cost reduction measures. However, fixed overheads
remain high, and we believe there is a limit to how much cost
reductions can sustain operations. The group's equity base
registered an accumulated loss of $38.6m in 2002, and another
year of similar performance would result in a negative equity
base. Hence, ASTI is presently in discussions for another round
of equity infusion.
The semiconductor equipment industry has yet to see any signs of
a sustained recovery, and a faltering US economy could
exacerbate a further reduction in IT spending. Kelive believe
that prospects would remain difficult in 2003, and equity
dilution risk is almost a certainty.
For more information on Kelive market analysis, go to
http://www.kelive.com/kelive/userview/Home.jsp
BOUSTEAD SINGAPORE: Options the Sale of Insurance Division
----------------------------------------------------------
The Board of Directors of Boustead Singapore Limited announced
that the Company's wholly owned subsidiary, Boustead Services
Pte Ltd BSPL has entered into an agreement dated 3 April 2003
(the Option Agreement) with Mr Wong Mong Hong (the Purchaser), a
Singaporean businessman, under which a call option has been
granted to the Purchaser to acquire all of the issued share
capital of Boustead Pacific Services Pte Ltd Pacific for a
consideration of $10.
The consideration was arrived at after arm's length negotiations
and is on a willing buyer-willing seller basis. The
consideration will be satisfied in full by cash upon the
exercise of the Call Option by the Purchaser. The Call Option is
exercisable over a period of two years from the date of the
Option Agreement. If it is not exercised at the end of the
prescribed period, BSPL shall have a right to compel the
Purchaser to acquire Pacific pursuant to a put option granted
under the Option Agreement.
In connection with the Option Agreement, Pacific has also
entered into an agreement dated 3 April 2003 (the Management
Agreement) with the Purchaser under which the net profit after
tax of Pacific from the date of the Management Agreement will be
paid to the Purchaser in the form of a management fee.
Conversely, should Pacific suffer losses from the date of the
Management Agreement, such losses will be indemnified by the
Purchaser.
Pacific is a newly incorporated wholly owned subsidiary of BSPL.
The business and all of the assets and liabilities of the
Insurance Division of the Boustead Group (the "Group, which were
previously held by BSPL, were transferred to Pacific on 3 April
2003. The Insurance Division is engaged in the business of
insurance claims settling and cargo survey services, activities
no longer considered core to the Group. The sale of the
Insurance Division is part of the on-going overall restructuring
efforts of the Group to refocus management resources on the core
businesses of the Group.
Based on the latest available unaudited accounts of the
Insurance Division for the 11 months ended 28 February 2003, the
Insurance Division had an attributable net tangible liability
value of approximately $50,000 and an attributable net loss
before tax of approximately $40,000.
Boustead's sale of the Insurance Division would not have had any
material financial effect on its consolidated net tangible asset
value per share or its consolidated loss per share for the year
ended 31 March 2002.
None of the Directors of Boustead, or, as far as Boustead is
aware, its controlling shareholders, has any interest, direct or
indirect, in the acquisition.
CENTRAL PROPERTIES: Court Extends Time to Increase Shares
---------------------------------------------------------
Further to Central Properties Ltd.'s announcement of 11 March
2003, the Directors of the Company announced that the Singapore
Exchange has granted an extension of time until 27 April 2003 to
raise the percentage of its shares in public hands to at least
10 percent. If the Company fails to do so by 27 April 2003, the
Exchange will suspend trading in the Company's shares with
effect from 9 a.m. on 28 April 2003, and suspension will
continue until such time as the Company is able to meet the 10
percent public float requirement. The Exchange has also informed
the Company that the Exchange reserves the right to suspend
trading in the Company's shares any time prior to 28 April 2003
should there be any unusual movement in the price or trading
volume of the Company's shares.
As previously announced by the Company on 11 March 2003, the
Company has been exploring possibilities and seeking
professional advice in respect of, various proposals and options
available to the Company including a possible liquidation of the
Company. The Company is presently considering certain proposals
(including addressing certain legal regulatory issues) but is
not in a position to make an announcement at this stage. There
is no assurance that such proposals will be implemented. In view
of the above, shareholders are advised to exercise caution when
trading. The Company will make further announcements, where
appropriate.
CHEW EU: Changes Name to Hiap Hoe Limited
-----------------------------------------
Chew Eu Hock Holdings Limited has changed its name to Hiap Hoe
Limited effective March 31, 2003. As announced on Monday,
shareholders had at the Extraordinary General Meeting of the
Company held on that day, approved a special resolution for the
change of the Company's name.
Accordingly, with effect from 2 April 2003, the shares of the
Company shall trade on the SGX Sesdaq of the Singapore Exchange
Securities Trading Limited under the new name of "HIAP HOE
LIMITED".
TCR-AP reported that Chew Eu Hock Holdings Ltd posted a net loss
S$35.325 million in the six months to January 2002 against a
loss S$1.129 million a year earlier.
C.K. TANG: Changes in Audit Committee
-------------------------------------
The Board of Directors of C.K. Tang Limited announced that Mr
John Lim Kok Min, an independent director, has been appointed a
member of the Audit Committee replacing Mr Foo Tiang Sooi with
effect from March 31, 2003.
Following to the above changes, the Audit Committee will
comprise the following members:
1. Mr Cecil Vivian Richard Wong (Chairman)
2. Mr Quek Peck Lim
3. Mr John Lim Kok Min
CK Tang widened its net loss to $10.1 million versus a loss of
$7.4 million in the same period last year, the Troubled Company
Reporter-Asia Pacific reported. The Company cited weak consumer
sentiment as a result of global uncertainties. The group's total
net losses for the past nine-and-a-half financial years reached
$155 million.
===============
T H A I L A N D
===============
JASMINE INT'L: Rehab Plan Consideration Hearing Set on Apr 17
-------------------------------------------------------------
Cheangwatana Planner Co., Ltd., as the Planner of Jasmine
International Public Company Limited, informed that, the Central
Bankruptcy Court has scheduled a session to consider to approve
the Plan on 17 April 2003 at 9:00 a.m.
Should there be any progress on the Business Rehabilitation, the
Company will promptly inform shareholders accordingly.
JASMIN INT'L: SET Grants Listed Securities
------------------------------------------
Starting from April 8, 2003, the Stock Exchange of Thailand
(SET) allowed the securities of Jasmin International Public
Company Limited (JASMIN) to be traded on the SET after finishing
capital increase procedures.
Name : JASMIN
Issued and Paid up Capital
Old : Bt4,745,514,280
New : Bt4,746,685,280
Allocate to : 117,100 warrants exercise to
117,100 common shares
Ratio : 1 : 1
Price Per Share : Bt5
Exercise/Payment Date : March 17, 2003
PICNIC GAS: Acquires LPG as Rehabilitation Plan Compliance
----------------------------------------------------------
Ultimate Key Co., Ltd., as the Plan Administrator of Picnic Gas
and Chemicals Public Company Limited (formerly BGES Engineering
Systems Public Company Limited), reported the acquisition of
`Liquid Petroleum Gas (LPG) Trading' business from Union Gas and
Chemicals Company Limited (Union Gas) as indicated in the
Rehabilitation Plan of PICNIC as follows:
1. The date of the transaction: March 31, 2003
Involved Parties: Picnic Gas and Chemical Public Company
Limited is the buyer of Liquid Petroleum Gas (LPG)
Trading business.
Union Gas and Chemicals Company Limited is
the seller of Liquid Petroleum Gas (LPG) Trading
business.
Relationship with PICNIC: PICNIC and Union Gas have the same
major shareholders. Mr. Varawooth Lapvisutsin and Ms. Supaporn
Lapvisutsin. Both of them hold 75.01% of paid-up shares of
PICNIC and hold 60% of paid-up shares of Union Gas. Mr.
Varawooth Lapvisutsin, Mr. Teerawut Pangviroonrug and Mr.
Kittiphat Intharakaset are the management of Union Gas and are
the directors of Ultimate Key Co., Ltd., the Plan Administrator
of PICNIC.
2. Description of the Transaction
PICNIC will acquire LPG Trading business of Union Gas as
indicated in the rehabilitation plan. The details of
transferred assets and liabilities are as follow:
Items Value (MB) Appraiser Date of Appraise
Assets
1. "PICNIC GAS" Brandname 300.00 (2) October 2, 2002
2. LPG Storage Plant at Lampang
2.1 Land 7,661 tarangva 22.98 (2) Sept. 27, 2002
2.2 Building 10 items 7.26 (2) Sept. 27, 2002
2.3 Gas Storage Tanks and
Equipment 27.06 (2) Sept. 27, 2002
Total 57.31
3. Gas Cylinders(1) 449.05 (3) January 28, 2003
Grand Total 806.36
Liability
1. Gas Cylinder Deposits 329.25 (3) January 28, 2003
Grand Total 329.25
(1) Value of `Gas Cylinders' as of 31/3/03 for the actual
acquisition is 449.05 MB, lower than the apprised value of
457.77 MB due to increasing depreciation.
(2) Thai Property Appraisal Vigers (Thailand) Co., Ltd., an
appraiser approved by the Securities and Exchange
Commission (SEC).
(3) Ernst & Young Corporate Services Limited., a financial
advisor approved by SEC.
3. Total Value of the Transaction
Total value of (LPG) Trading business is Bt806.36 million or
261.36% of total asset of PICNIC and its subsidiaries in amount
of Bt308.52 million as indicated in the reviewed but unaudited
financial statement at December 31, 2002.
However, in the acquisition, the transferred asset will have
liabilities in amount of Bt329.25 million. Thus, PICNIC have to
seek additional fund in amount of Bt477.11 million. The source
of fund will come from the right offering of new ordinary shares
to PICNIC's shareholders and loans from financial institutions.
4. Details of the connected persons and the related persons
4.1 Mr. Varawooth Lapvisutsin is the managing director of
Union Gas and the director of Ultimate Key Co., Ltd., the Plan
Administrator of PICNIC.
4.2 Ms. Supaporn Lapvisutsin is the director of Union Gas and
the younger sister of Mr. Varawooth Lapvisutsin.
4.3 Mr. Teerawut Pangviroonrug is the president of Business
Development Group of Union Gas and the director of Ultimate Key
Co., Ltd., the Plan Administrator of PICNIC.
4.4 Mr. Kittiphat Intharakaset is the president of Accounting
& Finance Group of Union Gas and the director of Ultimate Key
Co., Ltd., the Plan Administrator of PICNIC.
5. The extent of the interest of the connected persons in the
transaction
The value of transferred assets and liabilities as indicated
above has been approved in the meeting of creditor committee on
November 1, 2002. The correction of the actual value of
transferred assets and liabilities was also informed in the
meeting of creditor committee on January 29, 2003.
RATTANA REAL: Names Director With Binding Authority
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Rattana Real Estate Public Company Limited notified that the
Board of Directors Meeting No. 2/2003, held on 1 April 2003,
resolved the approval for the change of the number or names of
the directors who could sign to bind the Company to be:
"Mr. Chainid Ngow-sirimanee and Mr. Vitavas Vibhagool, can sign
jointly to bind the Company and affix the Company seal."
Last week, Troubled Company Reporter - Asia Pacific reported
that in the second quarter of 2001, the Company recorded gain on
debt restructuring amounting to Bt40.48 million, which in the
second quarter of 2002 had net loss result of no recorded
extraordinary item - recorded gain on debt restructuring.
WONGPAITOON GROUP: Updates 5th Warrant Exercise Status
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Wongpaitoon Planner Company Limited, as the Business
Reorganization Plan Administrator of Wongpaitoon Group Public
Company Limited, announced that the Company issued and
offered warrants to subscribe for new ordinary shares of the
Company in the amount of 403,230,585 units to the creditors, in
accordance with the Business Reorganization plan, on December
21, 2001.
The warrant holders are entitled to exercise their right to
subscribe shares on a quarterly basis of the accounting year of
the Company; i.e. on March 31, June 30, September 30 and
December 31. If the exercise date is not a business
day for the commercial bank, such date shall be the next
following business day.
The Company would like to inform the SET that there were no
applications for the 5th exercise of warrants as of March 31,
2003. The number of the remaining warrants is 403,230,585 units.
S U B S C R I P T I O N I N F O R M A T I O N
Troubled Company Reporter -- Asia Pacific is a daily newsletter
co-published by Bankruptcy Creditors' Service, Inc., Trenton, NJ
USA, and Beard Group, Inc., Washington, DC USA. Lyndsey Resnick,
Maria Vyrna Nineza-Merlin, Maria Cristina Pernites-Lao, Editors.
Copyright 2003. All rights reserved. ISSN: 1520-9482.
This material is copyrighted and any commercial use, resale or
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